Why is Gary Ellis stepping down as CFO?

Gary Ellis is not stepping down entirely but is transitioning out of the CFO role to take on executive leadership responsibilities for Global Operations and Information Technology. The filing does not specify a reason for the change, only that he intends to transition.

What is Karen Parkhill's background?

Karen Parkhill has extensive financial experience. She most recently served as Vice Chairman and CFO of Comerica Incorporated and held various positions at J.P. Morgan Chase & Co. for 19 years, including CFO of its Commercial Banking business.

What are the key components of Karen Parkhill's compensation?

Karen Parkhill's compensation includes an initial base salary of $750,000, a target annual incentive payout of 110% of base salary, and a long-term incentive plan with a target value of $3 million for FY2017 (comprising performance plan, stock options, and RSUs). She will also receive a $1 million new hire bonus and a $4.4 million new hire restricted stock unit (RSU) grant to offset compensation foregone from her prior employer.

Are there any special conditions or restrictions for Karen Parkhill?

Yes, Ms. Parkhill will be subject to Medtronic's Stock Ownership Policy, requiring her to retain equity until her stock ownership reaches three times her annual salary. Her employment agreement also includes standard provisions for termination, severance, non-competition (two years), and non-solicitation (one year) following employment, as well as change in control provisions.

MDT 8-K: Leadership Changes

Summary

Medtronic plc (MDT) filed an 8-K on May 4, 2016, to announce a significant leadership change in its finance department. Effective June 20, 2016, Gary L. Ellis will transition from his role as Executive Vice President and Chief Financial Officer (CFO) to lead Global Operations and Information Technology. This transition is not accompanied by any change in Mr. Ellis's current compensation. Concurrently, Medtronic has appointed Karen L. Parkhill as the new Executive Vice President and CFO. Ms. Parkhill brings extensive financial experience, most recently serving as Vice Chairman and CFO of Comerica Incorporated and previously holding various roles at J.P. Morgan Chase & Co. Her appointment signals a continued focus on experienced financial leadership for the company.

Key Highlights

1Gary L. Ellis to transition from CFO role to lead Global Operations and IT, effective June 20, 2016.
2No change in Gary Ellis's compensation or employment terms due to the transition.
3Karen L. Parkhill appointed as the new Executive Vice President and CFO, effective June 20, 2016.
4Karen Parkhill has a strong financial background, including her recent role as CFO of Comerica Incorporated and prior experience at J.P. Morgan Chase & Co.
5Karen Parkhill's compensation package includes a base salary of $750,000, participation in incentive and long-term incentive plans, and a significant new hire bonus and RSU grant to compensate for foregone compensation from her previous employer.
6Ms. Parkhill will be subject to Medtronic's stock ownership policy, requiring significant share retention.
7Ms. Parkhill's employment agreement includes standard provisions for termination, severance, and post-employment restrictions, as well as change in control provisions.

Medtronic plc 8-K Report, Executive Changes (May 4, 2016)

Summary

Key Highlights

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