Medtronic PLC Board of Directors Compensation Committee Charter

The Compensation Committee (the “Compensation Committee” or the “Committee”) assists the Board of Directors (the “Board”) in carrying out its responsibilities with respect to (i) employee benefit plans and employee stock programs and (ii) matters relating to the compensation of persons serving as Senior Management, including the Chief Executive Officer (“CEO”) of the Company. “Senior Management” means any person who meets the definition of “officer” under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Compensation Committee will consist of at least three members of the Board who satisfy the New York Stock Exchange independence requirements for compensation committee members, as such requirements are interpreted by the Board in its business judgment.  Additionally, members of the Compensation Committee will qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act, and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.

The members of the Committee and Committee Chair are appointed by the Board and serve until their successors are duly appointed in connection with a change in Committee composition or until they are no longer on the Board. 

The Committee may, as it deems necessary or appropriate and at the Company's expense, obtain advice and assistance from internal or external legal or other advisers. The Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive compensation and has sole authority to approve the consultant's fees and other retention terms and to periodically review such consultant’s performance. The Committee may select a compensation consultant, legal counsel, or other adviser only after taking into consideration the independence of the compensation consultant, legal counsel, or other adviser using factors established by law, the rules and regulations of the Securities and Exchange Commission, and the New York Stock Exchange listing standards, including the following:

(a)    The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;

(b)    The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;

(c)    The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest:

(d)    Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;

(e)    Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and

(f)      Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

The Committee will conduct the independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the Committee, other than: (i) in-house legal counsel; and (ii) any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice.

Nothing herein requires a compensation consultant, legal counsel or other compensation adviser to be independent, only that the Committee consider the enumerated independence factors before selecting or receiving advice from a compensation consultant, legal counsel or other compensation adviser. The Committee may select or receive advice from any compensation consultant, legal counsel or other compensation adviser it prefers, including ones that are not independent, after considering the six independence factors outlined above.

Nothing herein may be construed: (1) to require the Committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the Committee; or (2) to affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.

The Committee has the following responsibilities and duties:

1. Review compensation philosophy and major compensation programs, including, as appropriate in the discretion of the Committee, consideration of peer companies and other data sources, and to administer particular programs for which the Committee is the designated administrator.
2. Provide oversight and recommend Company-wide incentive compensation and equity-based compensation programs that are subject to Board approval. The Committee will exercise all rights, authority and functions of the Board under all of the Company’s equity-based compensation programs, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided, however, that, except as otherwise expressly authorized to do so by this charter, any such plan or a resolution of the Board, the Committee will not be authorized to amend any such plan.
3. Annually review and approve (i) Senior Management compensation programs, including base salaries, and (ii) goals and objectives relevant to Senior Management incentive compensation.  In its discretion, the Committee may also approve changes to perquisites, benefits, and any other elements of compensation for Senior Management. In determining compensation, the Committee will consider prior year performance and input from independent directors who are not Committee members.  For Senior Management other than the CEO, the Committee will also consider input from the CEO.  Upon approval of the compensation of the CEO and other Senior Management, the Committee will report such determinations to the Board.
4. Review and determine the Company’s incentive compensation and equity based compensation to Senior Management based on an evaluation of performance as compared to the stated goals and objectives, and to approve stock option and other stock incentive awards for Senior Management. Upon approval of such incentive and equity awards, the Committee will report such determinations to the Board.
5. Review stock ownership guidelines for Senior Management and, as appropriate, recommend changes to the Board. Monitor compliance by Senior Management with the Company’s stock ownership guidelines.
6. Review and administer the Company’s Policy for the Recovery of Erroneously Awarded Compensation for Senior Management and, as appropriate, recommend changes to the Board.
7. Review proposed compensation arrangements for any person hired to serve in a Senior Management position, and review and recommend to the Board employment agreements and severance arrangements for such persons, including change-in-control provisions, plans or agreements.
8. Annually review the design of and approve the Company’s qualified benefit plans and nonqualified benefit plans (including retirement, medical and other employee benefit and perquisite plans).
9. Review and discuss with Senior Management the Compensation Discussion and Analysis and other disclosure relating to executive and director compensation required by the rules of the Securities and Exchange Commission (“SEC”) to be included in the Company’s annual proxy statement. Based on such review and discussion, recommend to the Board the inclusion of the Compensation Discussion and Analysis in the Company's annual proxy statement.
10. Prepare the Committee’s report as required by the rules of the SEC to be included in the Company's annual proxy statement.
11. (i) Assist the Board in reviewing the results of any shareholder advisory votes, or responding to other shareholder communications, that relate to the compensation of the executive officers of the Company who are named in the Company’s annual proxy statement; (ii) Consider such results in the context of making decisions about the Company’s executive compensation programs; and (iii) Review and recommend to the Board for approval the frequency with which the Company will conduct shareholder advisory votes.
12. Periodically assess the Company’s risk relating to its compensation policies and practices and report its assessment to the Board.
13. Review this Charter annually and recommend any changes to the Board for approval.
14. Review the Committee’s own performance annually.
15. Perform such other activities and functions related to executive compensation as may be assigned from time to time by the Board.

The Committee will meet as often as may be deemed necessary or appropriate in its judgment, but not less frequently than four times per year, either in person, telephonically or virtually, and at such times and places as the Committee determines.  The Committee may request any director, officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee will report on its activities to the Board regularly.

The compensation of Committee members will be as determined by the Board.

The Committee may, in its discretion, form and delegate authority to subcommittees as it deems appropriate and consistent with applicable law and NYSE listing standards.  Any actions taken by a subcommittee will be reported to the full Committee at its next meeting.

To the extent permitted by applicable law, the Committee may also delegate to one or more executive officers of the Company the authority, within guidelines established by the Committee, to approve equity compensation awards under established equity compensation plans of the Company to employees other than to Senior Management and other members of the executive committee of the Company. The Committee may also delegate any non-discretionary administrative authority under Company compensation and benefit plans consistent with any limitations specified in the applicable plans.

The Committee has the authority to discharge its duties and responsibilities, including retaining outside counsel or any other advisors as the Committee may deem appropriate in its sole discretion.  The Committee has sole authority to retain and terminate any such counsel or advisor, including sole authority to approve its fees and other retention terms.