CORPORATE GOVERNANCE GUIDELINES

(Effective March 6, 2026)

PURPOSE

These Corporate Governance Guidelines (the “Guidelines”) have been adopted by the Board of Directors (the “Board”) of MiniMed Group, Inc. (the “Company”) to assist the Board in the exercise of its responsibilities. These Guidelines, along with the Company’s Certificate of Incorporation and Bylaws and the charters of the Board committees, provide the overall framework for the governance of the Company and are not intended to limit, enlarge or change in any way the responsibilities of the directors as determined by applicable law and such Certificate of Incorporation, Bylaws and charters.

These Guidelines are reviewed by the Nominating and Corporate Governance Committee (the “Committee”) annually and may be amended from time to time by the Board on the recommendation of the Committee.

ROLE AND COMPOSITION OF THE BOARD

General. The business and affairs of the Company will be managed under the direction of the Board. The Board may, by resolution, delegate its authority to Company management or to committees of the Board, subject to the Company’s Certificate of Incorporation, Bylaws, applicable laws, rules and listing requirements.

The Board’s responsibilities include oversight and evaluation of corporate and financial strategies for the creation of long-term stockholder value, risk oversight (both as a full Board and through its committees), overseeing and conducting succession planning for the Company’s senior management and the Board, and attention to matters affecting the Company’s corporate governance and stockholder relations.

Director Independence. Independent directors must constitute a majority of the Board, except during the period of time the Company is eligible for the “controlled company” exemption under the Nasdaq Stock Market (“Nasdaq”) listing requirements (the “Nasdaq Rules”), and any period of time the Company is eligible for other applicable exemptions under the Nasdaq Rules. At all times, there will be no more than two directors who are then employed by the Company serving on the Board. An “independent” director is a director who, as determined by the Board, meets the standards set forth in the definition of “independent director” under the Nasdaq Rules (and with respect to the members of the Board’s Audit Committee and Compensation and Talent Committee, meets the enhanced “independence” standards applicable to members of these committees set forth in the rules of the Securities and Exchange Commission (the “SEC Rules”) and/or Nasdaq Rules). Based on information provided by Board members and the advice of counsel, the Board makes an affirmative determination regarding the independence of each director annually and monitors on an ongoing basis compliance with applicable Board independence requirements under the Nasdaq Rules and SEC Rules, as well as any other standards the Board determines appropriate (e.g., enhanced independence requirements published by proxy advisory firms).

Disclosure of Relationships. Each independent director is expected to promptly notify the chair of the Committee of any existing or proposed relationships, or modifications to previously-reviewed relationships, with the Company that may require review under these Guidelines or the Company’s Related Party Transaction Policies and Procedures, and of any changes to personal circumstances that could affect the independence of the director under applicable Nasdaq Rules and SEC Rules and any other standards the Board determines appropriate.

Board Size. The Board periodically reviews the number of director positions with the intent of keeping the Board small enough to promote substantive discussions in which each director can actively participate, and large enough to offer a diversity of backgrounds and expertise. The Company’s Certificate of Incorporation and Bylaws currently provide that the number of director positions shall be fixed from time to time exclusively by resolution of the Board.

Board Leadership. The Board does not have a firm policy as to whether the position of Chair of the Board (the “Chair”) and the position of Chief Executive Officer (the “CEO”) should be separate and reserves the freedom to decide what is in the best interest of the Company at any point in time.

The Board requires that one of the independent directors serve in a position of leadership for the rest of the non-management directors. If at any time the CEO and Chair roles are combined or if the Chair is not otherwise an independent director, the Board annually will elect a lead independent director (the “Lead Independent Director”). If the Chair is an independent director, then the duties of the Lead Independent Director described herein will be a part of the duties of the Chair.

The principal duties of the Chair are attached as Exhibit 1 and the principal duties of the Lead Independent Director are attached as Exhibit 2.

Board Composition and Refreshment. The Company is of the view that the continuing service of qualified incumbents promotes stability and continuity in the board room, giving the Company the benefit of the familiarity and insight into the Company’s affairs that its directors have accumulated during their tenure and contributing to the Board’s ability to work as a collective body. When determining whether to re-nominate incumbent directors, the Committee will weigh, among other factors, such advantages of continued service against the benefits of periodic board refreshment to add new insights and expertise to address changing business dynamics and the needs of the Company.

Classified Board. As set forth and described in the Company’s Certificate of Incorporation and Bylaws, the Board is comprised of three classes of directors, designated as Class I, Class II, and Class III. Members of each class shall hold office for staggered three-year terms.

Director Selection Criteria. The Committee is responsible for recommending candidates for election to the Board, including recommending incumbent directors for reelection. If the Committee identifies a need to refresh membership of the Board, to fill a vacancy in the Board, or to expand the size of the Board, the Committee identifies candidates from a variety of potential sources, including recommendations from stockholders, Board members, other stakeholders, and external search firms, as well as self-identification by potential candidates.

In evaluating director candidates, the Committee considers each candidate’s reputation for honesty and ethical conduct, and the value of each candidate’s respective experiences and skills, industry background and knowledge, time commitments, age, potential conflicts of interest, and record of service to the Company (for incumbent directors). For each candidate, the Committee will seek input on such matters from all available sources, which may include materials submitted by the party recommending the candidate, independent research by the Committee and its advisers, interviews with candidates, and input from other directors who have experience with the candidate. In addition to candidate-specific evaluations, the Committee’s recommendation takes Board composition into account, including any gaps in the skillset of the current Board and the balance of management and independent directors on the Board.

After completing its evaluation process, the Committee makes a recommendation to the full Board as to candidates who should be nominated by the Board, and the Board determines the nominees after considering the recommendations and report of the Committee and making such other evaluation as it deems appropriate. The invitation to join the Board should be extended either by the Chair or the Lead Independent Director, on behalf of the Board.

Stockholder Director Nominations. To recommend a prospective nominee for the Committee’s consideration, a stockholder should submit the candidate’s name and qualifications to the Company’s Corporate Secretary in writing at the principal executive offices of the Company at the following address: 18000 Devonshire St. Northridge, CA 91325. A stockholder that wishes to formally nominate a candidate for election to the Company’s Board must comply with the Company’s Bylaw provisions relating to director nominations.

Election of Directors. A plurality voting standard will be used to elect directors, as provided for in the Company’s Bylaws.

Other Company Directorships. Directors must provide prior written notice to the CEO, General Counsel, and chair of the Committee of any proposed service on the board of a public or private company. Directors who are a CEO or other executive officer of a publicly-held company may serve on a maximum of two public company Boards, including the Company’s Board. Other directors may serve on a maximum of four public company Boards, including the Company’s Board. When evaluating director candidates, the Committee will take into consideration the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee or a director is a member.

Regardless of the number of boards on which a director serves, board members are expected to devote sufficient time and attention to carrying out their director duties and responsibilities and ensure that their other responsibilities, including service on other boards, do not materially interfere with their responsibilities as directors of the Company.

Material Change in Director Occupation. All directors must tender to the Corporate Secretary and the Chair a written offer to resign from the Board after a material change in that director’s full-time position or responsibilities (including with respect to an employee director’s position with or responsibilities to the Company). The Committee will review the director’s continuation on the Board and recommend to the Board whether the Board should accept such proposed resignation or request that the director continue to serve on the Board.

Director Retirement and Term Limits.  The Board does not believe that a fixed retirement age for directors is appropriate because such a policy may deprive the Board of the service of directors who have developed, through valuable experience over time, an increasing insight into the Company and its operations. It is expected that the Committee will consider the age and tenure of continuing directors when selecting or recommending for the Board’s selection those candidates to be nominated for election to the Board.

The Board does not limit the number of terms that an individual may serve as a director. Directors who have served on the Board for an extended period of time are able to provide continuity and valuable insight into the Company’s operations and prospects because of their experience and understanding of the Company history, policies, and objectives. The Board believes that it can ensure that it continues to evolve and adopt new ideas and viewpoints through the director nomination process.

BOARD COMMITTEES – STRUCTURE AND PROCEDURES

General. The standing committees of the Board are:

  • Audit Committee
  • Compensation and Talent Committee
  • Nominating and Corporate Governance Committee

The Board may form, merge, or dissolve additional committees, as it deems appropriate. The purpose and responsibilities for each of the standing committees are to be outlined in committee charters approved by the Board. Unless otherwise determined by the Board, any new committee formed by the Board will also have a written charter describing its responsibilities that is approved by the Board. Each committee assesses the adequacy of its charter annually and recommends changes to the Board as appropriate. All committees report regularly to the full Board with respect to their activities.

Committee Independence. Each of the Audit Committee, the Compensation and Talent Committee and the Committee will consist solely of independent directors (including, with respect to the members of the Board’s Audit Committee and Compensation and Talent Committee, the enhanced “independence” standards applicable to members of these committees set forth in the SEC Rules and/or the Nasdaq Rules), except, with respect to the Compensation and Talent Committee and the Committee, during the period of time the Company is eligible for the “controlled company” exemption under the Nasdaq Rules, and with respect to each of the Audit Committee, the Compensation and Talent Committee and the Committee, during any period of time the Company is eligible for another applicable exemption under the Nasdaq Rules.

Assignment of Committee Members and Chairs. Committee members are appointed annually by the Board upon a recommendation by the Committee. In making its recommendation, the Committee will take into account the interests, independence and experience of the directors and the applicable independence and experience requirements of the Nasdaq Rules and SEC Rules, as well as any input from other members of the Board. The Board will generally elect a chair for each committee. If the Board does not elect a chair for a particular committee, the membership of such committee will elect a chair.

BOARD and committee PERFORMANCE AND OPERATIONS

Attendance at Meetings. Directors are expected to attend all Board meetings and meetings of Board committees on which they serve, as well as the annual meeting of stockholders, absent exigent circumstances. Appropriate officers of the Company may be invited to attend the general session of Board or Board committee meetings when appropriate.

Frequency of Meetings. The Board holds four regular meetings each year, and the Board (considering any recommendations from the Committee) will determine from time to time whether fewer or more meetings will be held. Special meetings of the Board may be called by (i) the Chair, (ii) the CEO or (iii) the Corporate Secretary upon the written request of a majority of the directors then in office. Standing committees of the Board will meet as frequently as set out in the charter of such committee, or as often as deemed necessary by the chair of such committee if not specified by its charter.

Agenda for Meetings. The Chair (if an independent director) or the Lead Independent Director and the CEO will prepare an agenda for Board meetings. Directors may request that additional subjects be placed on the agenda. In setting the agenda for Board meetings, the Chair, Lead Independent Director, and CEO, as applicable, will strive to focus on topics related to the Company’s strategic direction, the creation of long-term stockholder value, management of risk, and subjects recommended by Board members. Each committee chair will prepare an agenda for its committee meetings, and committee members may request that additional subjects be placed on the agenda. In setting an agenda for committee meetings, the committee chair will focus on topics related to the responsibilities set forth in the committee’s charter.   

Materials Distributed in Advance. Information and materials that are important to the Board’s, or a Board committee’s, understanding of the agenda items and other topics to be considered at a meeting should, to the extent practicable, be distributed sufficiently in advance of the meeting to permit prior review by the directors. In the event of a pressing need for the Board or a committee to meet on short notice or if such materials would otherwise contain highly confidential or sensitive information, it is recognized that written materials may not be available in advance of the meeting. The Board and its committees will work with management to determine the types of information necessary for the directors to engage in active, informed discussions at their meetings.

Executive Sessions of Independent Directors. The independent directors must meet in executive session without management present at each regularly scheduled Board meeting. The Lead Independent Director, or the Chair (if independent), presides at these sessions of independent directors. Members of the Board’s standing committees meet in executive session without management present as set out in the charter of such committee, or as often as deemed necessary by the chair of such committee if not specified by its charter.

Director Access to Management, Employees, and Advisors. Directors have full and free access to members of management and employees of the Company. The Board and each of its standing committees has the authority to engage outside counsel, accountants, experts, and other advisors as it determines appropriate to assist it in the performance of its functions.

Director Orientation and Continuing Education. The Company has an orientation process for new directors, which includes materials and meetings with key management designed to familiarize new directors with the Company’s business, operations, finances, and governance practices. The Board encourages directors to participate in continuing education programs to assist them in performing their responsibilities as directors.

Annual Performance Evaluation. The Board conducts an annual evaluation to assess its performance as well as the performance of its standing committees and members. The Committee is responsible for coordinating and overseeing this process.

DIRECTOR COMPENSATION AND STOCK OWNERSHIP

Director Compensation. The Board, considering the recommendations of the Committee, reviews and determines the philosophy underlying directors’ compensation and any potential impact of compensatory or other arrangements on director independence. The Committee reviews and provides advice to the Board on the components of compensation for directors and recommends changes in compensation to the Board. A director who is also an officer of the Company may not receive additional compensation for such service as a director.

Non-Executive Director Stock Ownership and Retention Guidelines. To more closely align the interests of non-executive directors with those of stockholders generally, the Board is required to adopt stock ownership and retention guidelines applicable to non-executive directors. The Committee is required to review such guidelines and, as appropriate, recommend changes to the Board, and to monitor compliance therewith by non-executive directors.

EXECUTIVE OVERSIGHT AND DEVELOPMENT

Selection and Oversight of the CEO and Executive Officers. The Board will be responsible for identifying potential candidates for and selecting the CEO and, with the involvement of the CEO, for selecting and approving all 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”). The Board acts as an advisor to the CEO and Executive Officers and ultimately monitors and oversees their performance.

Management Evaluation. The Compensation and Talent Committee annually reviews and approves (i) Executive Officer compensation programs, including base salaries, and (ii) goals and objectives relevant to Executive Officer incentive compensation. In determining compensation, the Compensation and Talent Committee considers prior year performance and input from independent directors who are not Compensation and Talent Committee members. For Executive Officers other than the CEO, the Compensation and Talent Committee also considers input from the CEO. Upon approval of the compensation of the CEO and other Executive Officers, the Compensation and Talent Committee reports such determinations to the Board.

Stock Ownership and Retention Guidelines. To more closely align  interests of Executive Officers and other members of senior management with those of stockholders generally, the Board is required to adopt stock ownership and retention guidelines applicable to Executive Officers and certain other members of senior management as may be determined by the Board. The Committee is required to review such guidelines and, as appropriate, recommend changes to the Board, and to monitor compliance therewith by Executive Officers and other members of senior management.

Succession Planning. The Board, with such assistance from the Committee as the Board shall request, plans for succession of the CEO and all other Executive Officers, including succession in the event of an emergency or retirement. The Board ensures that successors are identified or that a plan is in place to identify successors for the CEO and other Executive Officers positions and oversees talent development planning for individuals who may be included in the succession pipeline. The Board regularly reviews the Company’s succession plans for Executive Officers.

 

 

EXHIBIT 1

PRINCIPAL DUTIES OF THE CHAIR OF THE BOARD

If the Chair is an independent director, then the duties of the Lead Independent Director described in Exhibit 2 will also be a part of the duties of the Chair.

Board Meetings

  • Chair all meetings of the Board in a manner which utilizes the time of the Board effectively and which takes full advantage of the expertise and experience that each director has to offer.
  • In consultation with the Lead Independent Director (if applicable) and, to the extent appropriate, management, establish an agenda for each Board meeting which covers all matters which should come before the Board in the proper exercise of its duties or which have been requested by a member of the Board.
  • Use all reasonable efforts to ensure the proper flow of information to the Board and review the adequacy and timing of documentary materials in support of management proposals.

Corporate Governance

  • Provide input and support to the Lead Independent Director (if applicable) on:

o   Selection of committee chairs and membership on Board committees.

o   Establishment of the agendas for the Nominating and Corporate Governance Committee meetings.

o   Compensation philosophy for the Board.

o   Candidates for Board membership.

 

  • Be accountable for and provide leadership for all issues of corporate governance which should come to the attention of the Board and the Nominating and Corporate Governance Committee.

Communication

  • Ensure that the Board is provided with full information on the condition of the Company, its businesses, and the environment in which it operates.
  • Facilitate and encourage constructive and useful communication between management and the Board.

Stockholders’ Meetings

  • Recommend to the Board for its approval an agenda for each annual meeting of stockholders that covers all matters that should come before the stockholders.
  • Provide leadership to the Board in the establishment of positions which the Board should take on issues to come before the annual meetings of stockholders.
  • Preside at annual meetings of stockholders.

Carry out other duties as set forth in the Company’s Certificate of Incorporation and Bylaws, or as requested by the Board as a whole, depending on need and circumstances.

 

EXHIBIT 2

PRINCIPAL DUTIES OF THE LEAD INDEPENDENT DIRECTOR

If the Chair is an independent director, then the duties of the Lead Independent Director described in this Exhibit 2 will also be a part of the duties of the Chair described in Exhibit 1.

  • Chair all executive sessions of non-management or independent directors and any Board meetings where the Chair is not present.
  • Call meetings of the independent directors when necessary.
  • Lead the Board in its plans for succession of the CEO.
  • In collaboration with the Chair and CEO, and in consultation with the other directors, recommend committee chairs and members of Board committees to the Nominating and Corporate Governance Committee.
  • Work with the Chair to develop agendas for the Board and Nominating and Corporate Governance Committee meetings.
  • Be available to act as the liaison to the Board and advisor to the Chair and CEO (and others designated as members of the CEO’s executive committee).
  • Act as the focal point on the Board for:

o   All issues of corporate governance, including crisis management oversight, as appropriate.

o   Stockholder requests for consultation and direct communication.

o   Facilitation of communication between the Board and the CEO.

o   Ensuring follow-up on matters discussed in executive sessions.

o   Suggestions from non-management directors, especially on sensitive issues that they feel need to be resolved.

o   Fostering effective discussions and debate of the Board.

o   Review and approval of Board agenda and seeing that any subjects that Board members want on the agenda are included.

o   Retention of consultants and advisors that report directly to the Board.

  • Preside over the Board’s annual self-evaluation.
  • Provide counsel to the other directors in the performance of their duties.