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Medtronic plc 8-K Report, Executive Changes (Jan 21, 2025)

Reports
Leadership Changes·Exhibits & Filings
Filing Date
Filed January 21, 2025
Period End
January 17, 2025
Security
MDT
In the record · 2016–202610-K1110-Q328-K120

MDT filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 120 current reports (8-K) between 2016 and 2026.

  1. Restructuring8-K · Jan ’18Jan ’18
  2. Leadership change8-K · Oct ’20Oct ’20
  3. Material agreement8-K · Sep ’22Sep ’22
  4. Leadership change8-K · Oct ’26Oct ’26

Summary

Summary of the 8-K filed January 21, 2025. Cited figures are marked; the original filing is the authoritative source.

Medtronic plc (NYSE: MDT) announced on January 21, 2025 that Thierry Piéton will become its Executive Vice President and Chief Financial Officer effective March 3, 2025, reporting to Chairman and CEO Geoff Martha and joining the Medtronic Executive Committee.

Piéton most recently served as CFO of Renault Group (since March 2022), where management delivered its highest-ever operating margins and improved free cash flow. His background includes roughly 16 years at General Electric (including GE Healthcare), prior roles at Nissan, and an early career as an auditor at PricewaterhouseCoopers. He will lead global finance, including Treasury, Controller, Tax, Internal Audit, Investor Relations, Corporate Strategy, and Business Development.

The compensation package is substantial and designed partly to offset forfeited awards at Renault. It includes an $850,000a base salary, a 110% target MIP bonus (prorated for FY2025), and an LTIP target of $2 million for FY2025, split among PSUs, options, and RSUs. He also receives a $3 million cash sign-on bonus paid in three installments, plus a $2.5 million new-hire RSU grant vesting in thirds beginning on the first anniversary.

Severance eligibility under the Section 16 officer plan is contingent on termination without cause and a signed release. Separately, interim CFO Gary Corona received a one-time $1 millionb RSU grant, cliff-vesting after one year. Corona will remain with the company as Senior Vice President, Corporate Finance, and stays on the Executive Committee.

For investors, the filing signals a planned transition to an experienced, operationally focused CFO after an interim period, with continuity provided by Corona. The filing does not disclose any change to financial guidance or results. The main points to watch are execution on the margin and cash flow priorities the company has emphasized, and whether Piéton's experience across regulated manufacturing and healthcare translates into the company's financial objectives.

Key Highlights

  1. Thierry Piéton, currently CFO of Renault Group, appointed as Medtronic EVP and CFO effective March 3, 2025, reporting to Chairman and CEO Geoff Martha.
  2. Piéton's Renault tenure included record operating margins and improved free cash flow, along with tuck-in acquisitions, divestitures, and partnership-funded development.
  3. Base salary of $850,000 with a 110% target MIP payout (prorated for FY2025) and a FY2025 LTIP target of $2 million (PSUs, stock options, and RSUs).
  4. $3 million cash sign-on bonus paid in three installments (first within 30 days of the effective date, then at 12 and 18 months), subject to clawback.
  5. $2.5 million new-hire RSU grant vesting in thirds beginning on the first anniversary, offsetting unvested equity forfeited at Renault.
  6. Interim CFO Gary Corona received a one-time $1 million RSU grant vesting after one year and will become SVP, Corporate Finance, remaining on the Executive Committee.
  7. Piéton is subject to a stock ownership policy requiring retention of 50% of after-tax shares until holding three times his annual salary.

Frequently Asked Questions

  1. When does Thierry Piéton take over as CFO, and who does he report to?

    He becomes Medtronic's Executive Vice President and Chief Financial Officer effective March 3, 2025, reporting to Chairman and CEO Geoff Martha and joining the Medtronic Executive Committee.

  2. What is Piéton's compensation package?

    It includes an $850,000 base salary, a 110% target MIP bonus (prorated for FY2025), and a $2 million FY2025 LTIP target split among PSUs ($1M), stock options ($600K grant-date value), and RSUs ($400K). He also receives a $3 million cash sign-on bonus and a $2.5 million new-hire RSU grant, plus benefits including a $24,000 annual allowance and an 8% deferred compensation contribution through age 62.

  3. Why is the sign-on package so large?

    The $3 million cash bonus and $2.5 million new-hire RSU grant are intended to compensate Piéton for compensation and unvested equity he forfeits at Renault.

  4. What happens to Gary Corona after Piéton arrives?

    Corona continues as interim CFO until Piéton's start date, then becomes Senior Vice President, Corporate Finance, and remains on the Executive Committee. He also received a one-time $1 million RSU grant that vests after one year.

  5. What severance and change-in-control protections apply to Piéton?

    If Medtronic terminates him without cause and he signs and complies with a severance and release agreement, he is eligible for the Section 16 officer severance plan. The Section 16 Officer Change in Control Policy also applies, as described in the August 9, 2024 proxy statement.