COMPENSATION AND TALENT COMMITTEE CHARTER

(Effective March 6, 2026)

PURPOSE

The Compensation and Talent Committee (the “Committee”) assists the Board of Directors (the “Board”) of MiniMed Group, Inc. (the “Company”) in carrying out its responsibilities with respect to (i) matters relating to the compensation of the Company’s Chief Executive Officer (the “CEO”) and other officers of the Company that satisfy the definition of “executive officer” under Rule 3b-7 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and/or  an “officer” under Rule 16a-1(f) promulgated under the Exchange Act (each, an “Executive Officer”); (ii) providing oversight of the Company’s executive compensation plans, policies and programs as they affect the Executive Officers; (iii) employee benefit plans and employee stock programs; and (iv) providing general oversight of the Company’s human capital management strategies, practices, and policies.

MEMEBERS

The Committee will consist of no fewer than two directors, with the exact number determined by the Board. Each Committee member must meet the independence requirements of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market (the “Nasdaq”), as determined by the Board, except during the period of time the Company is eligible for: (i) the “controlled company” exemption under the Nasdaq listing requirements (the “Nasdaq Rules”) or (ii) any other applicable exemption under the Nasdaq Rules. In addition, at least two members of the Committee will qualify as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

The Committee Chair and other members of the Committee 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.

OUTSIDE ADVISERS AND COMPENSATION CONSULTANTS

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 SEC, and the Nasdaq Rules, 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: (a) 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 (b) 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.  

DUTIES AND RESPONSIBILITIES

The Committee has the following responsibilities and duties:

1.     Review the Company’s compensation philosophy and major compensation programs as they apply to Executive Officers, 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 plans or programs that are subject to Board approval. Unless otherwise provided for by the Board, 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 corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives and determine and approve the CEO’s overall compensation levels based on this evaluation. The CEO may not be present during voting or deliberations on his or her own compensation.

4.     Annually review and approve (i) Executive Officer compensation programs, including base salaries, short-and long-term (including cash-based and equity-based) incentive awards and opportunities, and perquisites and other employee benefits, except to the extent such benefit policies or programs apply to Company employees generally, and (ii) goals and objectives relevant to Executive Officer incentive compensation. In its discretion, the Committee may also approve changes to perquisites, benefits, and any other elements of compensation for Executive Officers. In determining compensation, the Committee will consider prior year performance and input from independent directors who are not Committee members. For Executive Officers other than the CEO, the Committee will also consider input from the CEO. Upon approval of the compensation of the CEO and other Executive Officers, the Committee will report such determinations to the Board.

5.     Review and determine the Company’s incentive compensation and equity-based compensation to Executive Officers based on an evaluation of performance as compared to the stated goals and objectives, and to approve equity incentive awards for Executive Officers. Upon approval of such incentive and equity awards, the Committee will report such determinations to the Board.

6.     Review and oversee any committee of the Board established to grant equity awards in connection with new hires, off-cycle promotions and other circumstances requiring expedited action (as authorized by Board resolution), including the authority to modify, suspend, or terminate the authority of such committee at any time.

7.     Review and, in accordance with the Company’s Policy for the Recovery of Erroneously Awarded Compensation for Executive Officers, administer the Company’s Policy for the Recovery of Erroneously Awarded Compensation for Executive Officers and, as appropriate, recommend changes to the Board..

8.     Review and approve proposed compensation arrangements for any person hired to serve as an Executive Officer and review and approve any employment agreements and severance arrangements for such persons, including change-in-control provisions, plans or agreements, as well as any special or supplemental compensation and benefits for the Executive Officers and individuals who formerly served as Executive Officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.

9.     Review and discuss with management the Compensation Discussion and Analysis and other disclosure relating to Executive Officer and director compensation required by the rules of the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K, as applicable. 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 or annual report on Form 10-K, as applicable.

10.  Prepare the annual Compensation Committee 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 stockholder advisory votes, or responding to other stockholder communications, that relate to the compensation of the Executive Officers 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 stockholder 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.  Perform such other activities and functions related to executive compensation as may be assigned from time to time by the Board.

The Committee may perform such other functions as are consistent with its purpose, responsibilities and applicable laws, rules and regulations and as the Board may request or as the Committee deems necessary or appropriate consistent with its purpose and responsibilities.

MEETINGS

The Committee will meet as often as may be deemed necessary or appropriate in its judgment of the Committee chair (considering any recommendations from the Committee), 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 also act by unanimous written consent in lieu of a meeting in accordance with the Company’s Bylaws. 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.

DELEGATION

The Committee may, in its discretion, form and delegate authority to subcommittees, including a single member, when appropriate and consistent with applicable law and Nasdaq Rules. 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 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 Executive Officers. 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.