Global medical device giant Medtronic (NYSE:MDT) At a critical stage in advancing the diabetes business spin-off plan, submitted to the U.S. Securities and Exchange CommissionMiniMed S-1The registration statement fully discloses the core executive compensation structure, operational data, and potential risks. This spin-off is expected2026To be completed by the end of the year, with the initial public offering (IPO) to be launched simultaneously.IPO), the new company will focus on comprehensive diabetes management, with products covering insulin pumps, continuous glucose monitors (CGM) and supporting software services.

Medtronic2025Fiscal Year (Ending2025Year4Month25Day) Total Revenue336.3Billion USD, Diabetes Business Sales27.5Billion USD, accounting for8%. This business2025Revenue Growth Year-over-Year10.7%`, but only contribute to the operating profit of the company's branch`4%. The new company's headquarters is located in Northridge, California, with8000More than 名 employees, over 胰岛素泵 users64Ten thousand,2025Year10MonthCGMLoading Rate65%, reflecting the stability of the continuous sales model.

After the split, Medtronic expects an overall increase in adjusted gross margin.50A basis point, operating margin increased100A basis point. As of2025Year10Month24The purpose of six months,MiniMedNet Sales14.8Billion USD, Net Loss2100Million USD, compared to the same period last year13.0Billion USD in sales and2300Million-dollar losses have improved somewhat,CGMLoading Rate65%，83%Revenue comes fromCGM, consumables, software and services.

In addition,Medtronic DisclosureSimpra CGMThere are significant issues in the manufacturing process, and it is expected to result in1Hundreds of millions to1.2USD billion pre-tax expenses, involving contract termination, asset write-downs, and production line exit costs. Approved by management.2025Year12Plan to terminate the third-party manufacturing agreement in a month, supplier identity undisclosed.

Five Core Executives2025Total direct compensation for the fiscal year exceeds1420Million USD, significantly increased compensation after the spin-off:

• Que Dallara（MiniMedChief Executive Officer):2025Annual Compensation850Million USD, including758,269USD Salary,470Million USD Stock Award,180Million-dollar stock option rewards,782,595USD Cash Performance Compensation and382,787Other USD Compensation (Including24.5"$10,000 relocation fee,"6.7Million USD Security Services).The total direct compensation after the spin-off is expected to reach1020Million USD, increase exceeds20%。

  
  

• Ali Dianaty(Senior Vice President of Product Innovation and Operations):2025Annual Compensation250Million USD, including574,943USD Salary,140Million USD Stock Award,25,002Medtronic Options Bonus and340,481Cash bonus in USD, other compensation66,008USD. The total amount of incentive targets after the split exceeds310Million USD.

  
  

• Gillian Chandrasena(Chief Human Resources Officer):2025Annual Compensation180Million USD, including80,096USD Salary,170Million USD New Employee Stock Award and34,381Cash bonus in USD, other compensation4,904USD. Post-split incentive targets exceeded150Million US dollars.

  
  

• Courtney Nelson Wills(Chief Corporate Governance and Securities Legal Counsel):2025Fiscal Year Compensation120Million USD, including442,254USD Salary,441,201USD Stock Awards,25,002Medtronic Options Incentive and245,461Cash bonus in USD, other compensation54,560USD. Post-split incentive targets exceeded190Million USD.

  
  

• Chad Spooner(Chief Financial Officer):2025Year7Monthly Salary Total370Million USD, including140Million USD New Employee Cash Bonus and230Million-dollar restricted stock unit award, with target terms matching unexercised rights from the former employer.

  
  

The document details the severance arrangements in scenarios of change of control or involuntary dismissal:

• Dallara: Involuntary dismissal may be eligible for compensation270Million USD (including230Million USD Severance Pay,5.1Million USD in benefits and36.6Million USD equity continuation); Nearly obtainable upon dismissal after change of control1590Million USD (including430Million USD Severance Pay,750Million USD Performance Shares Accelerated Vesting and340Million USD Restricted Stock Accelerated Vesting).

  
  

• Dianaty、ChandrasenaAndNelson Wills: Involuntary dismissal can be obtained respectively160Medtronic,120Medtronic44.7Million USD; Dismissal after change of control can respectively obtain420Medtronic,180Medtronic150Million US dollars.

  
  

MiniMedAn independent compensation committee has not yet been established, and Ernst & Young assisted in selecting nine direct competitors as benchmarks for compensation comparison:Dexcom、Masimo、Exact Sciences、ResMed、Hologic、Tandem Diabetes Care、Insulet、TeleflexAndIntuitive Surgical, Selection criteria: Medical/Industry/ITListed companies of similar industry scale.

Medtronic emphasized that this disclosure strictly followsSEC IPOEnterprise Information Disclosure Requirements, Full Details Have Been LoadedS-1Registration Statement.MiniMed IPOUnderwriters include Goldman Sachs, BofA Securities, Citi, and Morgan Stanley. The funds raised will be used to repay Medtronic's debt and for business expansion.

This spin-off marks an important step in Medtronic's strategic restructuring, optimizing its business portfolio to achieve long-term growth goals by focusing on high-margin core businesses such as cardiovascular and neuroscience.Instrument FamilyWill continue to follow up.MiniMedPost-independence market performance and dynamic competition with rivals such as Abbott and Dexcom.