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Item 9A. Controls and Procedures

2025-06-20 compared with 2024-06-20 · 45 added, 59 removed, 280 unchanged (27% of the section changed)

32 unchanged sentences

There are no family relationships among any of the officers named, nor is there any arrangement or understanding pursuant to which any person was selected as an officer.

The following table shows the name, age, and position as of April 26, 2024 of each of our Executive Officers:

The following table shows the name, age, and position as of June 15, 2025 of each of our Executive Officers:

Name Age Position with the Company

Martha 55 Chairman and Chief Executive Officer

Fong 62 Executive Vice President, General Counsel and Corporate Secretary of the Company

Robert ten Hoedt 63 Executive Vice President and President, Global Regions

Michael Marinaro 53 Executive Vice President and President, Medical Surgical Portfolio and Surgical Operating Unit

Parkhill 58 Executive Vice President and Chief Financial Officer

Sean Salmon 59 Executive Vice President and President, Cardiovascular Portfolio

Smith 60 Executive Vice President, Global Operations and Supply Chain

Fong 63 Executive Vice President, General Counsel and Secretary

Skip Kiil 51 Executive Vice President and President, Cardiovascular Portfolio

Michael Marinaro 54 Executive Vice President and President, Medical Surgical Portfolio and Americas

Thierry Piéton 55 Executive Vice President and Chief Financial Officer

Smith 61 Executive Vice President, Enterprise Operations

Brett Wall 60 Executive Vice President and President, Neuroscience Portfolio

Martha , age 54, is Chairman of the Board of Directors and Chief Executive Officer of Medtronic.

Matthew Walter 46 Senior Vice President, Chief Human Resources Officer

Martha , age 55, is Chairman and Chief Executive Officer of Medtronic.

Martha assumed the role of CEO on April 27, 2020 and became Chairman of the Board on December 11, 2020.

Prior to his role as Chairman and CEO, he served as President of Medtronic from November 2019 through April 2020 and joined the Board of Directors in November 2019.

He served as President from November 2019 through April 2020 and joined the Board of Directors in November 2019.

Previously, Mr.

Martha served as Executive Vice President and President, Restorative Therapies Group, a role he held since August 2015.

Martha previously served as Senior Vice President of Strategy and Business Development of the Company beginning in January 2015 and of Medtronic, Inc.

Martha was Executive Vice President and President, Restorative Therapies Group, a role he held since August 2015, and he was Senior Vice President of Strategy and Business Development of the Company beginning in January 2015 and of Medtronic, Inc.

beginning in August 2011.

Prior to that, he served as Managing Director of Business Development at GE Healthcare from April 2007 to July 2011;

Prior thereto, he served as Managing Director of Business Development at GE Healthcare from April 2007 to July 2011;

General Manager for GE Capital Technology Finance Services from November 2003 to March 2007;

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and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank from May 1998 to January 2001.

Fong , age 62, has been Executive Vice President, General Counsel and Corporate Secretary of the Company since February 2022.

Fong , age 63, has been Executive Vice President, General Counsel and Secretary of Medtronic since February 2022.

Prior to that, he held several leadership positions at 3M Company from 2012 to 2022, including Executive Vice President, Chief Legal and Policy Officer and Secretary.

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Government, he was Chief Legal Officer and Secretary for Cardinal Health, Inc from 2005 to 2009.

Robert ten Hoedt , age 63, is Executive Vice President and President of the Global Regions.

He previously served as Executive Vice President and President, EMEA Region of the Company since January 2015 and of Medtronic, Inc.

since May 2014, as well as President, APAC Region since March 2022.

Prior to that, he was Senior Vice President and President, EMEA and Canada from 2009 to 2014;

Vice President CardioVascular Europe and Central Asia from 2006 to 2009;

Vice President and General Manager, Vitatron from 1999 to 2006;

Gastro-Uro leader from 1994 to 1999;

and Marketing Manager, Neurological from 1991 to 1994.

Michael Marinaro , age 53, has served as Executive Vice President and President, Surgical Operating Unit since February 2023.

Marinaro previously served as President of Surgical Robotics and, prior thereto, was President of the Cardiac Rhythm Management Operating Unit.

Skip Kiil , age 51, became Executive Vice President and President of Medtronic's Cardiovascular Portfolio in May 2025.

Prior to that role, he was Senior Vice President and President of the Cranial & Spinal Technologies operating unit since joining Medtronic in 2022.

Previously, Mr.

Kiil served as President of Global Orthopaedics at Smith & Nephew from 2018 to 2021 and Executive Vice President and President of Global Commercial Operations at NuVasive from 2017 to 2018.

Michael Marinaro , age 54, has been Executive Vice President and President of Medtronic’s Medical Surgical Portfolio and Americas since February 2024.

He became Executive Vice President in January 2023, and he served as President of the Surgical Operating Unit from February 2023 to February 2024.

Marinaro previously served as Senior Vice President and President of Surgical Robotics and, prior thereto, as President of the Cardiac Rhythm Management operating unit.

Marinaro joined Medtronic in 2000 and has led numerous businesses across the company during that time.

Parkhill , age 58, joined the Company as Executive Vice President and Chief Financial Officer in June 2016.

From 2011 to 2016, Ms.

Parkhill served as Vice Chairman and Chief Financial Officer of Comerica Incorporated.

Parkhill was a member of Comerica’s Management Executive Committee and the Comerica Bank Board of Directors.

Prior to joining Comerica, Ms.

Parkhill worked for J.P.

Morgan Chase & Co.

in various capacities from 1992 to 2011, including serving as Chief Financial Officer of the Commercial Banking business from 2007 to 2011.

Sean Salmon, age 59, has been Executive Vice President and President of Medtronic's Cardiovascular Portfolio since January 2021.

Salmon previously served as Executive Vice President and President of the Diabetes Operating Unit (previously known as Diabetes Group) from October 2019 to May 2022.

Prior to that, he served as Senior Vice President and President of Coronary and Structural Heart Business within the Cardiac and Vascular Group of the Company beginning in July 2014.

Salmon is a seasoned leader who has been with Medtronic since 2004 and spent the past 16 years in increasingly senior levels of management.

Prior to joining Medtronic, Mr.

Salmon worked at CR Bard and Johnson & Johnson.

Gregory Smith, age 60, is Executive Vice President, Global Operations and Supply Chain, a position he has held since April 2021.

Thierry Piéton , age 55, has been Executive Vice President and Chief Financial Officer of Medtronic since March 2025.

Previously, he served as Chief Financial Officer of Renault Group (Paris) from March 2022 to February 2025, and he was Senior Vice President, Deputy

Chief Financial Officer and Group Controller, Renault Group and Chief Financial Officer, Renault Brand (Paris) from June 2016 to February 2022.

Prior thereto, he was Senior Vice President Administration and Finance Europe, Nissan Motor Co, Ltd (Switzerland) from 2014 to 2016, and Chief Financial Officer of Energy Management/Power Conversion, General Electric (Paris) from 2011 to 2014.

He served as Chief Financial Officer, GE Oil and Gas Global Services (Florence, Italy) from 2007 to 2011.

Gregory Smith, age 61, is Executive Vice President, Enterprise Operations, a position he has held since April 2021.

Prior to joining Medtronic, he was Executive Vice President of U.S.

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Prior to that, Mr.

Wall served as SVP and President of Medtronic’s Neurovascular business.

Prior to joining Medtronic, he served as Covidien’s SVP and President of Neurovascular as well as Senior Vice President and President of the International Vascular Therapies business for Covidien.

Wall served as Senior Vice President and President of Medtronic’s Neurovascular business.

Prior to joining Medtronic, he served as Covidien’s Senior Vice President and President of Neurovascular as well as Senior Vice President and President of the International Vascular Therapies business for Covidien.

Wall also served as Senior Vice President and President, International at ev3, Inc.

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and Micro Therapeutics, Inc.

Wall has also worked at Boston Scientific as Director of Marketing, Cardiovascular, Asia Pacifica and Marketing Manager, Japan, from September 1995 to September 2000.

Wall has also worked at Boston Scientific as Director of Marketing, Cardiovascular, Asia Pacific and Marketing Manager, Japan, from September 1995 to September 2000.

Matthew Walter , age 46, has been Senior Vice President, Chief Human Resources Officer of Medtronic since June 2023.

He served as Vice President Human Resources of Global Operations and Supply Chain from 2021 to 2023, and previously as Vice President Human Resources of the Diabetes operating unit from 2018 to 2021, and the Coronary and Structural Heart division from 2016 to 2018.

Walter led Talent Management, Organizational Effectiveness, and Executive Development from 2015 to 2016, and he served as Senior Director, Talent Management and Leadership Development upon joining Medtronic in 2014.

Prior thereto, he held various leadership roles at Best Buy and Bank of America.

Executive Compensation

The information required by Item 11 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the headings “Corporate Governance — Director Compensation,” “Corporate Governance — Committees of the Board and Meetings,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Compensation Committee Report,” and is incorporated herein by reference.

The information required by Item 11 will be included in our Proxy Statement for the 2025 Annual General Meeting of Shareholders under the headings “Corporate Governance — Director Compensation,” “Corporate Governance — Committees of the Board and Meetings,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Compensation and Talent Committee Report,” and is incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April 25, 2025.

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Deferred tax valuation allowance:

Fiscal year ended April 25, 2025 $ 13,271 $ 151 $ 9 (d) $ ( 195 ) (c) $ 12,668

Fiscal year ended April 26, 2024 11,311 1,522 3 (b) ( 108 ) (c) 13,271

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1 (d) ( 27 ) (e)

Fiscal year ended April 29, 2022 5,822 884 ( 19 ) (d) ( 103 ) (c) 6,583

(a) Primarily consists of uncollectible accounts written off, less recoveries.

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1 and Extension Agreement to the Amended and Restated Credit Agreement, dated as of December 12, 2019, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic PLC, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 10-Q, filed on February 28, 2020, File No.

10.3 Term Loan Agreement, dated as of May 12, 2020, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic PLC, the Lenders party thereto and Mizuho Bank, LTD., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on May 12, 2020, File No.

0 1 to Medtronic plc’s Current Report on Form 8-K, filed on May 12, 2020, File No.

10.4 Term Loan Agreement, dated as of May 2, 2022, by and among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic plc, and Mizuho Bank, Ltd., as administrative agent and as lender (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on May 2, 2022, File No.

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*10.8 Letter Agreement by and between Medtronic, Inc.

and Karen Parkhill dated May 2, 2016 (incorporated by reference to Exhibit 10.1 to Medtronic, plc’s Current Report on Form 8-K, filed on May 4, 2016, File No.

*10.9 Letter Agreement by and between Medtronic, Inc.

Fong dated November 19, 2021 (incorporated by reference to Exhibit 10.1 to Medtronic, plc’s Quarterly Report on Form 10-Q, filed on September 1, 2022).

*10.9 Letter Agreement by and between Medtronic, Inc.

and Thierry Piéton dated December 24, 2024 (incorporate by reference to Exhibit 10.1 to Medtronic, plc's Quarterly Report on Form 10-Q, filed on February 25, 2025).

*10.10 Office of Chairman and Chief Executive Officer Letter Agreement (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q, filed on December 3, 2019, File No.

*10.11 Form of Offer Letter Amendment (incorporated by reference to Exhibit 10.25 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No.

*10.11 1998 Outside Director Stock Compensation Plan (as amended and restated effective as of January 1, 2008) (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2008, filed on, filed on March 4, 2008, File No.

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*10.15 Form of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2005, filed on March 7, 2005, File No.

*10.17 Form of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan (four year vesting) (incorporated by reference to Exhibit 10.1 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2005, filed on March 7, 2005, File No.

*10.18 Form of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan (immediate vesting) (incorporated by reference to Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2005, filed on March 7, 2005, File No.

*10.16 Form of Restricted Stock Units Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.20 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 29, 2005, filed on June 29, 2005, File No.

*10.20 Form of Performance Share Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.21 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 29, 2005, filed on June 29, 2005, File No.

*10.21 Form of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006 (incorporated by reference to Exhibit 10.23 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 28, 2006, filed on June 28, 2006, File No.

*10.17 Form of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006 (incorporated by reference to Exhibit 10.24 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 28, 2006, filed on June 28, 2006, File No.

*10.18 Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006 (incorporated by reference to Exhibit 10.25 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 28, 2006, filed on June 28, 2006, File No.

*10.24 Form of Performance Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006 (incorporated by reference to Exhibit 10.26 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 28, 2006, filed on June 28, 2006, File No.

*10.19 Form of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007, filed on December 4, 2007, File No.

*10.20 Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007, filed on December 4, 2007, File No.

*10.27 Form of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.39 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2008, filed on June 24, 2008, File No.

*10.21 Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.40 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2008, filed on June 24, 2008, File No.

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*10.29 Form of Restricted Stock Unit Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.5 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on September 3, 2008, File No.

*10.37 Form of Non-Qualified Stock Option Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.6 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on September 3, 2008, File No.

*10.30 Terms of Non-Employee Director Compensation under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.42 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 27, 2012, filed on June 26, 2012, File No.

*10.39 Form of Non-Employee Director Initial Option Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.1 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008, filed on December 3, 2008, File No.

*10.40 Form of Non-Employee Director Annual Option Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008, filed on December 3, 2008, File No.

*10.31 Form of Non-Employee Director Deferred Unit Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008, filed on December 3, 2008, File No.

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10.73 Annex I to Amendment No.

4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022 (incorporated by reference to Exhibit 10.1 to Medtronic plc's Quarterly Report on Form 10-Q for the quarter ended January 27, 2023, filed on March 1, 2023, File No.

4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022 (incorporated by reference to Exhibit 10.

2 to Medtronic plc's Quarterly Report on Form 10-Q for the quarter ended January 27, 2023, filed on March 1, 2023, File No.

10.74 Amendment No.

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*10.80 Medtronic plc 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K filed on October 23, 2023, File No.

#10.81 Medtronic Nonqualified Retirement Plan Supplement (as amended and restated effective March 3 , 202 5 )

#19 Medtronic plc Global Insider Trading Policy

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June 20, 2025 By:

/s/ Thierry Pi é ton

Thierry Piéton

Executive Vice President and Chief Financial Officer

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June 20, 2025 By:

/s/ Jennifer M.

Senior Vice President, Global Controller and Chief Accounting Officer

/s/ Denise L.

Vice President, Global Controller and Chief Accounting Officer

(Principal Accounting Officer)

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures