DEF 14A of Stryker Corp
Filed Mar 26, 2024 · FY20230000310764-24-000054
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| Contacting the Board of Directors | 19 | | Code of Conduct | 19 | | Certain Relationships and Related Party Transactions | 19 | | Approach to Environmental, Social and Governance Related Matters | 20 | | Compensation Discussion and Analysis | 21 | | Named Executive Officers | 21 | | Overview | 21 | | Compensation Objectives | 22 | | Executive Compensation Philosophy | 22 | | The Role of Benchmarking in Our Executive Compensation Decisions | 22 | | Management's Role in Determining Executive Compensation | 23 | | 2023 Compensation Decisions | 23 | | 2023 Compensation Elements | 24 | | Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements | 31 | | Equity Plans and Equity-Based Compensation Award Granting Policy | 31 | | Executive and Non-Employee Director Stock Ownership Guidelines | 31 | | Prohibition of Hedging and Pledging Transactions | 32 | | Recoupment and Clawback Policies | 32 | | Employment Agreements and Severance Policy | 32 | | Company Tax and Accounting Issues | 32 | | 2024 Compensation Decisions | 33 | | Compensation and Human Capital Committee Report | 33 | | Executive Compensation | 34 | | Summary Compensation Table | 34 | | 2023 Grants of Plan-Based Awards | 35 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 37 | | 2023 Option Exercises and Stock Vested | 38 | | 2023 Pension Benefits | 38 | | 2023 Nonqualified Deferred Compensation | 38 | | Potential Payments upon Termination or Change in Control | 39 | | Pay versus Performance | 41 | | Ratio of 2023 Compensation of the Chief Executive Officer to that of the Median Employee | 43 | | Compensation of Directors | 44 | | Audit Committee Report | 45 | | Additional Information | 46 | | Proposals for Inclusion in our 2025 Proxy Materials (SEC Rule 14a-8) | 46 | | Director Nominations for Inclusion in our 2025 Proxy Materials (Proxy Access) | 46 | | Other Proposals or Nominations to be Brought Before our 2025 Annual Meeting (Advance Notice) | 46 | | Delinquent Section 16(a) Reports | 46 | | Other Matters | 46 | | Expenses of Solicitation | 46 |
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| Householding | 46 | | Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure | A-1 |
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PROXY STATEMENT SUMMARY
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| This summary is intended to provide a broad overview of important information you will find elsewhere in this Proxy Statement and does not contain all the information you should consider. We encourage you to read the entire Proxy Statement before voting. |
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| Meeting Information | | Date and Time | | May 9, 2024 at 9:30 a.m., Eastern Time. This year’s annual meeting will be held virtually via the internet. See page 6 for information on how to attend the meeting. |
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| Shareholder Voting Matters | | | | Matter | Board Vote Recommendation | See Page | | Management Proposals | | | | Proposal 1 — Election of Directors | For each nominee | 8 | | Proposal 2 — Ratify Appointment of Independent Registered Public Accounting Firm | For | 11 | | Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation | For | 12 | | Shareholder Proposals | | | | Proposal 4 — Transparency in Political Spending | Against | 13 |
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| Our Director Nominees and Board Characteristics | | | | | | Name | Age* | Director Since | Independent | Committee Membership(3) | | Mary K. Brainerd | 70 | 2017 | Yes | Comp&HC, G&N (Chair) | | Giovanni Caforio, M.D. | 59 | 2020 | Yes | Comp&HC, G&N | | Allan C. Golston | 57 | 2011 | Yes | Comp&HC (Chair), G&N | | Kevin A. Lobo(1) | 58 | 2012 | No | | | Sherilyn S. McCoy(2) | 65 | 2018 | Yes | Comp&HC, G&N | | Rachel Ruggeri | 54 | | Yes | | | Andrew K. Silvernail | 53 | 2013 | Yes | Audit (Chair) | | Lisa M. Skeete Tatum | 56 | 2020 | Yes | Audit | | Ronda E. Stryker | 69 | 1984 | Yes | G&N | | Rajeev Suri | 56 | 2018 | Yes | Audit |
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_________________ *Age is as of the date of the 2024 Annual Meeting (1) Chair of the Board, Chief Executive Officer and President (2) Lead Independent Director (3) Audit = Audit Committee, Comp&HC = Compensation and Human Capital Committee, G&N = Governance and Nominating Committee
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| Director Nominee Demographics |
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| | Brainerd | Caforio | Golston | Lobo | McCoy | Ruggeri | Silvernail | Skeete Tatum | Stryker | Suri | | Racially/Ethnically Diverse | | | • | • | | | | • | | • | | Born Outside U.S. | | • | | • | | | | | | • | | Male | | • | • | • | | | • | | | • | | Female | • | | | | • | • | | • | • | | | Years of Service | 7 | 4 | 13 | 12 | 6 | | 11 | 4 | 40 | 6 | | Average Director Tenure: 10 years | | | | | | | | | | |
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| Director Nominee Skills Matrix |
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Our directors have diverse experience and a wide variety of backgrounds, skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role. The following matrix is provided to illustrate director nominees’ strongest skills, knowledge and experience. The matrix does not encompass all of their knowledge, skills and experience, and the fact that a particular area of knowledge, skill or experience is not listed does not mean that a director nominee does not possess it. In addition, the absence of a particular area of knowledge, skill or experience on this matrix with respect to any of our director nominees does not mean that he or she is unable to contribute to the decision-making process in that area. However, a mark indicates a principal or specific area of focus or expertise that the director nominee brings to our Board. More information on a director nominee’s background can be found in each of their profiles under Proposal 1.
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| | Brainerd | Caforio | Golston | Lobo | McCoy | Ruggeri | Silvernail | Skeete Tatum | Stryker | Suri | | Accounting/Financial Literacy | • | | • | • | | • | • | • | | • | | Information Technology/Cybersecurity | • | • | | | | • | | • | | • | | Human Capital Management | • | • | • | | • | • | • | • | • | • | | Healthcare Industry | • | • | • | • | • | | | • | • | | | Mergers and Acquisitions | • | • | | • | • | | • | • | • | • | | Global Markets and International Business | | • | • | • | • | • | • | • | | • | | Manufacturing and Supply Chain | | | | • | | • | • | | | | | Public Company Executive Experience | | • | | • | • | • | • | | | • | | Strategy and Innovation | • | • | • | • | • | • | • | • | • | • | | Environment and Sustainability | • | | • | | • | | | | • | | | Legal/Risk Management/Governance | | | • | • | | | | | • | |
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| Corporate Governance Practices |
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Stryker is committed to exercising good corporate governance. Our policies and practices in this regard include the following: •Majority voting in uncontested elections. •The Lead Independent Director position entails significant responsibility related to Board leadership and governance. •All directors are independent other than the Chair, Chief Executive Officer and President. •Regular executive sessions of independent directors. •All members of Board Committees are independent. •Multiple members of our Audit Committee are "audit committee financial experts" pursuant to SEC rules. •Annual Board and Committee self-evaluations. •Annual independent director evaluation of the Chair, Chief Executive Officer and President. •Active Board and Committee oversight of risk and risk management. •Independent Board Committee oversight of corporate responsibility, which includes environmental, social and governance ("ESG") related topics, with quarterly presentations to directors. •Independent Board Committee oversight of cybersecurity, with regular presentations to directors. •No "poison pill" takeover defense plan. •Proxy access right for shareholders. •Shareholders' right to call special shareholder meetings. Our executive compensation programs are a key component of our ability to attract, motivate and retain talented, qualified executives and are designed to provide a meaningful level of total compensation that is aligned with organizational and individual performance and with the interests of our shareholders in line with the following principles and practices: •We monitor a comparison group of medical technology and other related companies to ensure that our compensation programs are within observed competitive practices. •We aim to provide market competitive total direct compensation consisting of base salary, annual bonus and long-term equity incentives (stock awards). •We emphasize pay for performance. In 2023, the value of the variable performance and stock-based compensation for our Named Executive Officers ("NEOs") averaged 89% of total direct compensation. •Our annual and long-term incentives align the interests of our executives with those of our shareholders, utilizing challenging performance goals that should result in profitable, sustained business growth over the long term as well as stock price increases over time. •We regularly evaluate our executive compensation programs to ensure that they do not encourage excessive risk taking. •Our stock ownership guidelines reflect our conviction that our senior executives and non-employee directors should have meaningful share ownership positions in the Company to reinforce the alignment of the interests of our management and shareholders. •Our recoupment policy applies to all cash and equity incentive payments made to our elected corporate officers after 2014 in the event of either a material restatement of our financial statements as a result of misconduct or an officer's material misconduct or negligence that results in a material violation of a law or regulation or material Company policy. •In October 2023, our Board adopted a separate, mandatory clawback policy regarding accounting restatements in connection with the SEC's adoption of new rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and corresponding NYSE listing standards. •We hold an annual advisory vote regarding NEO compensation, which in 2023 resulted in an approximately 87% favorable vote.
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| Executive Compensation Practices |
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Stryker employs a number of practices that reflect our executive compensation philosophy as it relates to our NEOs and other executive officers, including the following: •Our Compensation and Human Capital Committee retains an independent compensation consultant that reports solely to the Compensation and Human Capital Committee. •We link the majority of NEO compensation to Company performance. •We balance short-term and long-term incentives. •We cap payouts of incentive awards. •Our guidelines require significant stock ownership and prohibit hedging and pledging transactions. •We provide limited perquisites and personal benefits to our NEOs. •We do not have employment or severance agreements. •We do not allow for contractual change-in-control payments. •We do not pay tax gross-ups (unless pursuant to our relocation and expatriate assignment practices). •We do not reprice, exchange or buy out stock options.
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| Financial Performance |
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| Net Sales | Net Earnings | | $ in billions | $ per diluted share |
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| Adjusted Net Earnings(1) | Dividends Paid | | $ per diluted share | $ per share of common stock |
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| Financial Overview | | | | | (in millions, except per share amounts) | 2023 | 2022 | % Change | | Net sales | $20,498 | $18,449 | 11.1 | | Earnings before income taxes | 3,673 | 2,683 | 36.9 | | Income taxes | 508 | 325 | 56.3 | | Net earnings | 3,165 | 2,358 | 34.2 | | Adjusted net earnings(1) | 4,066 | 3,571 | 13.9 | | Net earnings per diluted share of common stock: | | | | | Reported | 8.25 | 6.17 | 33.7 | | Adjusted(1) | 10.60 | 9.34 | 13.5 | | Dividends paid per share of common stock | 3.00 | 2.78 | 7.9 | | Cash, cash equivalents, and marketable securities | 3,053 | 1,928 | 58.4 |
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(1) Adjusted net earnings and adjusted net earnings per diluted share are non-GAAP financial measures. Refer to "Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure" for additional information. GENERAL INFORMATION We are providing these proxy materials in connection with the solicitation by the Board of Directors of proxies to be used during the annual meeting of shareholders of Stryker Corporation to be held on May 9, 2024 and at any adjournment or postponement of the meeting. The solicitation will begin on or about March 26, 2024.
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| Who Is Entitled to Vote? |
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At the close of business on March 11, 2024, the record date for the meeting, 380,469,830 shares of our common stock, $0.10 par value ("Common Stock"), were outstanding. For each proposal to be voted on, each shareholder is entitled to one vote for each share of Common Stock owned at the record date.
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| How Do I Vote? |
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If you are a shareholder of record, you may vote by proxy in any of the following ways: •By Internet or Telephone — If you have internet or telephone access, you may submit your proxy by following the voting instructions on the proxy card. If you vote by internet or telephone, you should not return your proxy card. •By Mail — You may vote by mail by completing, dating and signing your proxy card and mailing it in the envelope provided. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as officer of a corporation, guardian, executor, trustee or custodian), you must indicate your name and title or capacity. If you vote via the internet or by telephone, your vote must be received by 11:59 p.m., Eastern Time, on May 8, 2024. You may also vote during the annual meeting via the internet at www.virtualshareholdermeeting.com/SYK2024. At this site, you will be able to vote electronically. You also will be able to submit questions in writing during the annual meeting. If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in "street name." The street name holder will provide you with instructions that you must follow to have your shares voted. If you hold your shares in street name and you wish to vote during the meeting, you must obtain a proxy issued in your name from the street name holder.
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| May I Change My Mind after Submitting a Proxy? |
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If you are a shareholder of record, you may revoke your proxy before it is exercised by: •Written notice to the Vice President, Corporate Secretary of the Company at 1941 Stryker Way, Portage, Michigan 49002; •Timely delivery of a valid, later-dated proxy or later-dated vote by internet or telephone; or •Voting during the annual meeting. If you are a beneficial owner of shares held in street name, you may submit new voting instructions by contacting your brokerage firm, bank or other holder of record.
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| What are Broker Non-Votes? |
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A broker non-vote occurs when the broker, bank or other holder of record that holds your shares in street name is not entitled to vote on a matter without instruction from you and you do not give any instruction. Unless instructed otherwise by you, brokers, banks and other street name holders will have discretionary authority to vote only on Proposal 2 (ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024).
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| What is the Required Vote? |
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In the election of directors, a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast "for" a director nominee must exceed the number of votes cast "against" that nominee). On all other matters, the vote required to pass is the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will not be counted as votes cast and will therefore have no effect on the outcome of any of the matters.
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| How Can I Attend the Annual Meeting? |
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To attend the annual meeting, log in at www.virtualshareholdermeeting.com/SYK2024. Shareholders will need their unique control number which appears on the notice regarding the availability of proxy materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompany the proxy materials. In the event that you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting. You can also attend the shareholder meeting as a guest by phone. The telephone number to listen to the meeting is 1-877-328-2502 (U.S. Domestic Toll Free) or 1-412-317-5419 (International). Request the "Stryker Corporation Annual Meeting" when greeted by the operator.
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| How Can I Submit a Question for the Annual Meeting? |
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By accessing www.proxyvote.com, our shareholders will be able to submit questions in writing in advance of the annual meeting, vote, view the annual meeting procedures, and obtain copies of proxy materials and our 2023 Annual Report on Form 10-K. Shareholders also may submit questions in writing on the day of or during the annual meeting at www.virtualshareholdermeeting.com/SYK2024. Shareholders will need their unique control number which appears on the notice regarding the availability of proxy materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied the proxy materials. As part of the annual meeting, we will hold a live question and answer session, during which we intend to answer all questions submitted in writing before or during the meeting in accordance with the annual meeting procedures which are pertinent to Stryker and the meeting matters, as time permits. Answers to any questions submitted in writing before or during the meeting in accordance with the annual meeting procedures which are pertinent to Stryker and the meeting matters that are not addressed during the meeting will be published following the meeting on our website at www.proxymaterials.stryker.com. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.
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| What if I Need Technical Assistance? |
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During the registration period, which begins 30 minutes prior to the start of the annual meeting, we will have a support team ready to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any technical difficulties accessing the virtual meeting during the check-in time, you can call our support team using the numbers provided on the meeting site.
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| Can I Vote During the Annual Meeting? |
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Yes. To log in to the annual meeting and to cast your vote electronically during the meeting, you will need the unique control number which appears on the notice regarding the availability of proxy materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompany the proxy materials. In the event that you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number.
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| Will a Replay of the Annual Meeting be Available? |
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A replay of the annual meeting will be made publicly available beginning 24 hours after the meeting at www.virtualshareholdermeeting.com/SYK2024 until the definitive proxy statement for our 2025 annual meeting of shareholders is filed with the United States Securities and Exchange Commission ("SEC").
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| Can I Access These Proxy Materials on the Internet? |
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This Proxy Statement, our 2023 Annual Report on Form 10-K and a link to the means to vote by internet are available at www.proxymaterials.stryker.com.
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| References to Stryker Websites |
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References to Stryker websites are for informational purposes only and are not intended to incorporate the linked contents into this Proxy Statement. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This Proxy Statement contains statements that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward-looking statements include, without limitation, words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "goal," "strategy" and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or our businesses. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements, historical experience or our present expectations. A detailed discussion of risks, uncertainties and changes in circumstances that could cause actual results and events to differ materially from such forward-looking statements is included in our filings with the SEC, including in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that affect the likelihood that actual results will differ from those contained in the forward-looking statements. MANAGEMENT PROPOSALS
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| Proposal 1 — Election of Directors |
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Ten directors are to be elected to serve until the next annual meeting of shareholders and until their successors have been duly elected and qualified. All of the nominees listed below are currently members of our Board of Directors, other than Ms. Ruggeri, who is standing for initial election. The nominees have consented to serve if elected, and we have no reason to believe that any of them will be unable to serve. If any nominee becomes unavailable for any reason, proxies will be voted for the alternate candidate, if any, chosen by the Board or the number of directors constituting the full Board will be reduced to eliminate the vacancy. The proxies will be voted for the election of each of the nominees unless instructed otherwise. The Board recommends that shareholders vote FOR all nominees in Proposal 1. Our Restated Articles of Incorporation provide that a director nominee will be elected only if he or she receives a majority of the votes cast in an uncontested election (that is, the number of shares voted "for" a director nominee must exceed the number of votes cast "against" that nominee). If a nominee who is currently serving as a director is not re-elected, Michigan law provides that the director would continue to serve as a "holdover director." Accordingly, under our Corporate Governance Guidelines, each director has submitted an advance, contingent, irrevocable resignation that may be accepted if the shareholders do not re-elect the director. In that situation, the Governance and Nominating Committee will promptly consider the resignation and recommend to the Board whether to accept the resignation or reject it. The Board will act on the Governance and Nominating Committee's recommendation no later than 90 days thereafter. The Company will promptly publicly disclose in a filing with the SEC the Board's decision whether to accept the resignation and, if applicable, the reasons for rejecting the tendered resignation. If one or more resignations are accepted by the Board, the Governance and Nominating Committee will recommend to the Board whether to fill the vacancy or vacancies or reduce the size of the Board. Set forth below are the nominees for election as directors that were approved by the Board following the recommendation of our Governance and Nominating Committee.
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| Mary K. Brainerd | | | | Experience | | | •President and Chief Executive Officer of HealthPartners (2002-2017) •Various leadership roles with HealthPartners (1992-2002) •Various leadership roles with Blue Cross and Blue Shield of Minnesota (1984-1992) Other Affiliations •Director, Bremer Financial Corporation •Director, Securian Financial •Chair, The Nature Conservancy, Minnesota-North Dakota-South Dakota •Director, The Opus Group Stryker Board Committees •Compensation and Human Capital •Governance and Nominating | | Director Since: 2017 | | | Age: 70 | |
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| Giovanni Caforio, M.D. | | | | Experience | | | •Chief Executive Officer, Bristol-Myers Squibb (2015-2023); Chairman of the Board (2017-present) •Various leadership roles with Bristol-Myers Squibb (2000-2015) Other Affiliations •Director, Pharmaceutical Research and Manufacturers of America Stryker Board Committees •Compensation and Human Capital •Governance and Nominating | | Director Since: 2020 | | | Age: 59 | |
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| Allan C. Golston | | | | Experience | | | •President, United States Program for the Bill and Melinda Gates Foundation (2006-present) •Chief Financial and Administrative Officer, Bill and Melinda Gates Foundation (2000-2006) •Director of Finance, Swedish Health Services (1997-2000) •Director of Finance and Controller, University of Colorado Hospital (1993-1997) Other Affiliations •Director, Harley-Davidson, Inc. Stryker Board Committees •Compensation and Human Capital •Governance and Nominating | | Director Since: 2011 | | | Age: 57 | |
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| Kevin A. Lobo, Chair, Chief Executive Officer and President | | | | Experience | | | •Chair, Chief Executive Officer and President (2014-2018, 2021-present); Chair and Chief Executive Officer (2018-2021); Chief Executive Officer and President (2012-2014) •Group President, Stryker Orthopaedics (2011-2012) •Various leadership roles with Johnson & Johnson (2003-2011) Other Affiliations •Director, The Advanced Medical Technology Association (AdvaMed) •Director, Parker-Hannifin Corporation •Chair, Valley Health System Board of Trustees | | Director Since: 2012 | | | Age: 58 | |
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| Sherilyn S. McCoy, Lead Independent Director | | | | Experience | | | •Chief Executive Officer and Director, Avon Products, Inc. (2012-2018) •Various leadership roles with Johnson & Johnson (1982-2012) Other Affiliations •Director, AstraZeneca plc •Director, Kimberly-Clark •Director, Novocure (2018-2022) •Chair of the Board, Certara, Inc. (2018-2021) Stryker Board Committees •Compensation and Human Capital •Governance and Nominating | | Director Since: 2018 | | | Age: 65 | |
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| Rachel Ruggeri | | | | Experience | | | •Executive Vice President and Chief Financial Officer, Starbucks Corporation (2021-present) •Senior Vice President, Americas, Starbucks (2020-2021) •Chief Financial Officer and Corporate Secretary, Continental Mills, Inc. (2018-2020) •Various leadership roles with Starbucks Finance (2001-2018) | | Age: 54 | |
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| Andrew K. Silvernail | | | | Experience | | | •Chairman, President and Chief Executive Officer, Madison Industries (2021) •Chairman, President and Chief Executive Officer, IDEX Corporation (2011-2020); Vice President, Group Executive (2009-2011) Other Affiliations •Executive Advisor, KKR & Co. Inc. •Director, Boys & Girls Club of Lake County Stryker Board Committees •Audit | | Director Since: 2013 | | | Age: 53 | |
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| Lisa M. Skeete Tatum | | | | Experience | | | •Founder and Chief Executive Officer, Landit, Inc. (2014-present) •Angel and Fund Investor (2010-2014) •General Partner, Cardinal Partners (1998-2009) •Founder, STI, Inc. (1995-1998) •Various global and functional roles with Procter and Gamble (1989-1994) Other Affiliations •Board Member, Union Square Hospitality Group •Director, USHG Acquisition Corporation (2021-2022) •Director, World 50, Inc. •Trustee Emeritus, Cornell University Stryker Board Committees •Audit | | Director Since: 2020 | | | Age: 56 | |
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| Ronda E. Stryker | | | | Experience | | | •Director of Stryker Corporation for 40 years •Vice Chair and Director, Greenleaf Trust (1988-present) Other Affiliations •Vice Chair, Spelman College Board of Trustees •Member, Harvard Medical School Board of Fellows Stryker Board Committees •Governance and Nominating | | Director Since: 1984 | | | Age: 69 | |
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| Rajeev Suri | | | | Experience | | | •Chief Executive Officer and Director, Inmarsat (2021-2023) •President and Chief Executive Officer, Nokia (2014-2020); Chief Executive Officer, Nokia Solutions and Networks (2009-2014) •Various leadership roles with Nokia (1995-2009) Other Affiliations •Chairman of the Board, Digicel Group •Director, Singtel •Director, Viasat Stryker Board Committees •Audit | | Director Since: 2018 | | | Age: 56 | |
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| Proposal 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm |
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The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company's independent registered public accounting firm and such firm reports directly to the Audit Committee. Ernst & Young LLP and its predecessor firms, Ernst & Ernst and Ernst & Whinney, have been retained as the Company's independent auditor continuously since 1974. The Audit Committee reviews the qualifications, performance, fees and independence of Ernst & Young LLP and considers whether the firm should be reappointed or whether a different independent registered public accounting firm should be appointed. SEC rules mandate that the independent auditor's lead audit partner be rotated every five years. The process for the selection of the new lead audit partner, which occurred most recently in 2022, included the involvement of the Chair of the Audit Committee in the selection process, as well as discussion by the full Audit Committee and management. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP is in the best interest of the Company and our shareholders and, at its February 2024 meeting, the Audit Committee appointed Ernst & Young LLP to serve as our independent registered public accounting firm for 2024, subject to approval of the scope of the audit engagement and the estimated audit fees, which will be presented to the Audit Committee at its August 2024 meeting. While not required, we are submitting the appointment to the shareholders as a matter of good corporate practice to obtain their views. We expect representatives of Ernst & Young LLP to attend the annual meeting with the opportunity to make a statement if they desire to do so. If the appointment is not ratified, it will be considered as a recommendation that the Audit Committee consider the appointment of a different firm to serve as independent registered public accounting firm for the year 2024. Even if the appointment is ratified, the Audit Committee may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of Stryker and its shareholders.
The Board recommends that shareholders vote AGAINST the shareholder proposal entitled "Transparency in Political Spending."
| The Role of Benchmarking in Our Executive Compensation Decisions |
The Board recommends that shareholders vote AGAINST the shareholder proposal entitled "Transparency in Political Spending."
| Name | 2023 Annualized Base Salary ($) | % Increase Relative to 2022 | 2023 Target Bonus ($) | % Increase Relative to 2022 | | Kevin A. Lobo | 1,400,000 | 3.7% | 2,100,000 | 3.7% | | Glenn S. Boehnlein | 760,000 | 3.4% | 760,000 | 3.4% | | J. Andrew Pierce | 725,000 | 3.6% | 652,500 | 3.6% | | Spencer S. Stiles | 725,000 | 3.6% | 652,500 | 3.6% | | Viju S. Menon | 625,000 | 8.7% | 531,250 | 8.7% |
The Board recommends that shareholders vote AGAINST the shareholder proposal entitled "Transparency in Political Spending."
| Name | Target Bonus ($) | Maximum Bonus Opportunity ($) | Bonus Payable Absent Downward Adjustment ($) | Actual Bonus Payment ($) | Actual Bonus Payment as Percentage of Target | | Kevin A. Lobo | 2,100,000 | 4,200,000 | 4,200,000 | 3,780,000 | 180.0% | | Glenn S. Boehnlein | 760,000 | 1,520,000 | 1,520,000 | 1,368,000 | 180.0% | | J. Andrew Pierce | 652,500 | 1,305,000 | 1,254,953 | 1,174,500 | 180.0% | | Spencer S. Stiles | 652,500 | 1,305,000 | 1,238,967 | 1,174,500 | 180.0% | | Viju S. Menon | 531,250 | 1,062,500 | 1,062,500 | 956,250 | 180.0% |
Bonus Plan for Mr. Lobo, Mr. Boehnlein and Mr. Menon
Bonus Plan for Mr. Lobo, Mr. Boehnlein and Mr. Menon
Bonus Plan for Mr. Lobo, Mr. Boehnlein and Mr. Menon
| | 2023 Threshold | | 2023 Target | | 2023 Actual Performance | | | | Threshold | Percentage Change Over 2022 Actual | Target | Percentage Change Over 2022 Actual | Performance Level | Calculated Payout | | Core Bonus Potential(1): | | | | | | | | Adjusted operating income (20%)(2) | $4.266 bil. | (2.7)% | $4.788 bil. | 9.2% | $4.972 bil. | 20.0% | | Adjusted operating income margin (20%) | 23.66% | (0.4)% | 23.96% | 0.8% | 24.28% | 20.0% | | Constant currency sales (40%) | $18.793 bil. | 1.9% | $19.783 bil. | 7.2% | $20.480 bil. | 40.0% | | Free cash flow excluding recall payments (20%)(2) | $2.326 bil. | 5.3% | $2.764 bil. | 25.2% | $3.172 bil. | 20.0% | | Overachievement Bonus Potential(1): | | | | | | | | Adjusted operating income (20%) | $4.836 bil. | 10.3% | $4.932 bil. | 12.5% | $4.972 bil. | 20.0% | | Constant currency sales (30%) | $19.783 bil. | 7.2% | $20.178 bil. | 9.4% | $20.480 bil. | 30.0% | | Free cash flow excluding recall payments (20%) | $2.791 bil. | 26.4% | $2.931 bil. | 32.7% | $3.172 bil. | 20.0% | | Adjusted net earnings per diluted share (30%) | $9.99 | 7.0% | $10.29 | 10.2% | $10.60 | 30.0% | | Potential Bonus Payout Modifier(1)(3): | | | | | | | | Progress toward our CR commitments focused on carbon emissions and diversity, equity and inclusion (+/- 10%) | — | — | — | — | See note 3 below | 0.0% | | | | | Total Calculated Payout, as % of Target: | | | 200.0% | | | | | Downward Adjustment, as % of Target: | | | (20.0)% | | | | | Final Approved Payout, as % of Target: | | | 180.0% |
Bonus Plan for Mr. Lobo, Mr. Boehnlein and Mr. Menon
(1)A range around target methodology, where performance of up to 1% above or below the target goal in the core bonus would result in a full payout of the target weighting, was used for the core bonus measures of adjusted operating income and free cash flow excluding recall payments. The following table presents the range for both of these measures:
Bonus Plan for Mr. Lobo, Mr. Boehnlein and Mr. Menon
| Core Bonus Measure | 1% Below Target | Target | 1% Above Target | | Adjusted operating income | $4.740 bil. | $4.788 bil. | $4.836 bil. | | Free cash flow excluding recall payments | $2.736 bil. | $2.764 bil. | $2.791 bil. |
Bonus Plan for Mr. Lobo, Mr. Boehnlein and Mr. Menon
(2)The Compensation and Human Capital Committee determined that although the progress toward our CR commitments during 2023 met expectations, no adjustment to the bonus payouts for the NEOs on that basis was warranted.
Bonus Plan for Mr. Pierce
Bonus Plan for Mr. Pierce
Bonus Plan for Mr. Pierce
| | 2023 Threshold | | 2023 Target | | 2023 Actual Performance | | | | Threshold | Percentage Change Over 2022 Actual | Target | Percentage Change Over 2022 Actual | Performance Level | Calculated Payout | | Core Bonus Potential(1)(2): | | | | | | | | Adjusted operating income - group (10%)(3) | $3.046 bil. | (8.7)% | $3.419 bil. | 2.4% | $3.477 bil. | 10.0% | | Adjusted operating income - consolidated (10%)(3) | $4.266 bil. | (2.7)% | $4.788 bil. | 9.2% | $4.972 bil. | 10.0% | | Adjusted operating income margin - consolidated (20%) | 23.66% | (0.4)% | 23.96% | 0.8% | 24.28% | 20.0% | | Constant currency sales - group (20%)(4) | $11.223 bil. | 5.8% | $11.814 bil. | 11.3% | $12.152 bil. | 20.0% | | Constant currency sales - consolidated (20%) | $18.793 bil. | 1.9% | $19.783 bil. | 7.2% | $20.480 bil. | 20.0% | | Free cash flow excluding recall payments (20%)(3) | $2.326 bil. | 5.3% | $2.764 bil. | 25.2% | $3.172 bil. | 20.0% | | Overachievement Bonus Potential(1)(2): | | | | | | | | Adjusted operating income - group (10%) | $3.453 bil. | 3.4% | $3.557 bil. | 6.5% | $3.477 bil. | 2.3% | | Adjusted operating income - consolidated (10%) | $4.836 bil. | 10.3% | $4.932 bil. | 12.5% | $4.972 bil. | 10.0% | | Constant currency sales - group (15%)(4) | $11.814 bil. | 11.3% | $12.050 bil. | 13.6% | $12.152 bil. | 15.0% | | Constant currency sales - consolidated (15%) | $19.783 bil. | 7.2% | $20.178 bil. | 9.4% | $20.480 bil. | 15.0% | | Free cash flow excluding recall payments (20%) | $2.791 bil. | 26.4% | $2.931 bil. | 32.7% | $3.172 bil. | 20.0% | | Adjusted net earnings per diluted share (30%) | $9.99 | 7.0% | $10.29 | 10.2% | $10.60 | 30.0% | | Potential Bonus Payout Modifier(1)(5): | | | | | | | | Progress toward our CR commitments focused on carbon emissions and diversity, equity and inclusion (+/- 10%) | — | — | — | — | See note 5 below | 0.0% | | | | | Total Calculated Payout, as % of Target: | | | 192.3% | | | | | Downward Adjustment, as % of Target: | | | (12.3)% | | | | | Final Approved Payout, as % of Target: | | | 180.0% |
Bonus Plan for Mr. Pierce
______________ (1)The target weighting for each performance measure is noted in parentheses next to each measure. (2)Goals labeled as group are specific to the MedSurg and Neurotechnology Group that reports to Mr. Pierce. (3)A range around target methodology, where performance of up to 1% above or below the target goal in the core bonus would result in a full payout of the target weighting, was used for the core bonus measures of adjusted operating income - group, adjusted operating income - consolidated and free cash flow excluding recall payments. The following table presents the range for these measures:
Bonus Plan for Mr. Pierce
| Core Bonus Measure | 1% Below Target | Target | 1% Above Target | | Adjusted operating income - group | $3.385 bil. | $3.419 bil. | $3.453 bil. | | Adjusted operating income - consolidated | $4.740 bil. | $4.788 bil. | $4.836 bil. | | Free cash flow excluding recall payments | $2.736 bil. | $2.764 bil. | $2.791 bil. |
Bonus Plan for Mr. Pierce
(4)The constant currency sales - group goals used in the 2023 bonus plan for Mr. Pierce were based on global results for the MedSurg and Neurotechnology Group. In previous years, the constant currency sales - group goals were based on our Transatlantic Operating Model results for the MedSurg and Neurotechnology Group. (5)The Compensation and Human Capital Committee determined that although the progress toward our CR commitments during 2023 met expectations, no adjustment to the bonus payouts for the NEOs on that basis was warranted.
Bonus Plan for Mr. Stiles
Bonus Plan for Mr. Stiles
Bonus Plan for Mr. Stiles
| | 2023 Threshold | | 2023 Target | | 2023 Actual Performance | | | | Threshold | Percentage Change Over 2022 Actual | Target | Percentage Change Over 2022 Actual | Performance Level | Calculated Payout | | Core Bonus Potential(1)(2): | | | | | | | | Adjusted operating income - group (10%)(3) | $2.036 bil. | 1.2% | $2.285 bil. | 13.6% | $2.257 bil. | 9.9% | | Adjusted operating income - consolidated (10%)(3) | $4.266 bil. | (2.7)% | $4.788 bil. | 9.2% | $4.972 bil. | 10.0% | | Adjusted operating income margin - consolidated (20%) | 23.66% | (0.4)% | 23.96% | 0.8% | 24.28% | 20.0% | | Constant currency sales - group (20%)(4) | $7.570 bil. | (3.4)% | $7.968 bil. | 1.7% | $8.328 bil. | 20.0% | | Constant currency sales - consolidated (20%) | $18.793 bil. | 1.9% | $19.783 bil. | 7.2% | $20.480 bil. | 20.0% | | Free cash flow excluding recall payments (20%)(3) | $2.326 bil. | 5.3% | $2.764 bil. | 25.2% | $3.172 bil. | 20.0% | | Overachievement Bonus Potential(1)(2): | | | | | | | | Adjusted operating income - group (10%) | $2.308 bil. | 14.8% | $2.377 bil. | 18.2% | $2.257 bil. | 0.0% | | Adjusted operating income - consolidated (10%) | $4.836 bil. | 10.3% | $4.932 bil. | 12.5% | $4.972 bil. | 10.0% | | Constant currency sales - group (15%)(4) | $7.968 bil. | 1.7% | $8.128 bil. | 3.7% | $8.328 bil. | 15.0% | | Constant currency sales - consolidated (15%) | $19.783 bil. | 7.2% | $20.178 bil. | 9.4% | $20.480 bil. | 15.0% | | Free cash flow excluding recall payments (20%) | $2.791 bil. | 26.4% | $2.931 bil. | 32.7% | $3.172 bil. | 20.0% | | Adjusted net earnings per diluted share (30%) | $9.99 | 7.0% | $10.29 | 10.2% | $10.60 | 30.0% | | Potential Bonus Payout Modifier(1)(5): | | | | | | | | Progress toward our CR commitments focused on carbon emissions and diversity, equity and inclusion (+/- 10%) | — | — | — | — | See note 5 below | 0.0% | | | | | Total Calculated Payout, as % of Target: | | | 189.9% | | | | | Downward Adjustment, as % of Target: | | | (9.9)% | | | | | Final Approved Payout, as % of Target: | | | 180.0% |
Bonus Plan for Mr. Stiles
(1)The target weighting for each performance measure is noted in parentheses next to each measure. (2)Goals labeled as group are specific to the Orthopaedics and Spine Group that reports to Mr. Stiles. (3)A range around target methodology, where performance of up to 1% above or below the target goal in the core bonus would result in a full payout of the target weighting, was used for the core bonus measures of adjusted operating income - group, adjusted operating income - consolidated and free cash flow excluding recall payments. The following table presents the range for these measures:
Bonus Plan for Mr. Stiles
| Core Bonus Measure | 1% Below Target | Target | 1% Above Target | | Adjusted operating income - group | $2.262 bil. | $2.285 bil. | $2.308 bil. | | Adjusted operating income - consolidated | $4.740 bil. | $4.788 bil. | $4.836 bil. | | Free cash flow excluding recall payments | $2.736 bil. | $2.764 bil. | $2.791 bil. |
Bonus Plan for Mr. Stiles
(4)The constant currency sales - group goals used in the 2023 bonus plan for Mr. Stiles were based on global results for the Orthopaedics and Spine Group. In previous years, the constant currency sales - group goals were based on our Transatlantic Operating Model results for the Orthopaedics and Spine Group. (5)The Compensation and Human Capital Committee determined that although the progress toward our CR commitments during 2023 met expectations, no adjustment to the bonus payouts for the NEOs on that basis was warranted. Long-Term Incentive Compensation: In February 2023, our NEOs were awarded performance stock units and stock options. The performance stock units granted to the NEOs on February 9, 2023 will be earned based on the achievement of a pre-established threshold level of three-year average adjusted net earnings per diluted share growth, with the actual number of shares earned being determined based on the actual average adjusted net earnings per diluted share growth as well as average reported net sales growth performance relative to a comparison group of companies over the 2023 to 2025 performance period. Any earned performance stock units will vest and, along with any associated dividend equivalents, be settled in Common Stock in March 2026 following completion of the three-year performance period. The number of performance stock units ultimately earned can range from 0% to 200% of the target award. The stock options granted on February 9, 2023 to our NEOs have an exercise price of $268.22 per share. The exercise price for the stock options granted to our NEOs is equal to the closing price of our Common Stock as reported for NYSE Composite Transactions on the last trading day before the grant date. Such stock options have ten-year terms, vest as to 20% of the underlying shares on each of the first five anniversaries of the grant date and are subject to the other terms and conditions generally applicable to stock options granted to other key employees. Our equity incentive plans prohibit repricing stock options without shareholder approval. The details of the 2023 stock awards grants to the NEOs are provided in the "2023 Grants of Plan-Based Awards" table on page 35. Stock awards in 2023 for other key employees generally consisted of stock options and restricted stock units. Performance stock units, stock options and restricted stock units are granted to provide employees with a personal financial interest in Stryker's long-term success, encourage retention through vesting provisions and enable us to compete for the services of employees in an extremely competitive market and industry. Objectives of the long-term incentive portion of our compensation package include: •Aligning the personal and financial interests of management and other employees with shareholder interests; •Balancing near-term considerations with a focus on improving the business and creating shareholder value over the long-term; and •Providing a means to attract, motivate and retain a skilled management team. Management made recommendations to the Compensation and Human Capital Committee about the stock award levels and terms for the NEOs other than the Chief Executive Officer, recommendations for whom were made by Semler Brossy to the Compensation and Human Capital Committee. The stock award levels for the NEOs other than the Chief Executive Officer were approved by the Compensation and Human Capital Committee after receiving recommendations from the Chief Executive Officer, and for the Chief Executive Officer were approved by the Compensation and Human Capital Committee subject to final approval by the independent members of the Board, which subsequently occurred. A number of factors are considered in determining the stock award levels for the NEOs, but the final award is ultimately a subjective decision. While the Compensation and Human Capital Committee did not apply specific performance measures or weightings to determine the individual NEO awards of performance stock units and stock options in 2023, factors considered included the level of responsibility and position within the Company, demonstrated performance over time, value to our future success, the level of retention value from prior awards, Company and business area performance in recent years, comparisons among positions internally, market comparison data and the other factors described under "Executive Compensation Philosophy" on page 22. The Compensation and Human Capital Committee also considered, in the aggregate for the Company, share availability under our equity plans, annual run rate, the financial expense of stock awards and potential shareholder dilution. The terms and conditions of our stock awards include recoupment provisions that are applicable in the event of a violation of the non-compete agreement to which each recipient has agreed. See "Recoupment and Clawback Policies" on page 32 for information regarding our recoupment policy that applies to all cash and equity incentive payments made pursuant to awards granted to elected corporate officers after 2014 as well as our clawback policy related to the recovery of incentive-based compensation for executive officers that was approved by our Board in October 2023 and complies with SEC rules and NYSE listing standards. 2021 Performance Stock Units: Results for the 2021-2023 Performance Period In 2021, the Company granted performance stock units to members of our then executive leadership team. The vesting of all 2021 performance stock units ("2021 PSUs") was contingent on the achievement of certain specified performance metrics over a three-year performance period from January 1, 2021 to December 31, 2023. The 2021 PSUs were subject to a threshold performance target of the Company’s achievement of average adjusted net earnings per diluted share growth of 3.0% or greater as of the last day of the performance period (the "Threshold Performance Target"). The Compensation and Human Capital Committee chose this measure as the Threshold Performance Target for the 2021 PSUs in order to require that a minimum level of earnings growth be achieved before any portion of the 2021 PSUs would vest. If the Threshold Performance Target was achieved, grantees would become eligible to vest in up to 200% of their 2021 PSUs, subject to further achievement of two equally weighted financial measures (average adjusted net earnings per diluted share growth and average reported net sales growth relative to a comparison group of companies) over the same three-year performance period. The Compensation and Human Capital Committee chose these as measures for the 2021 PSUs in order to focus the executive leadership team on longer-term growth and profitability. The Compensation and Human Capital Committee also believed that it was important to have a measure that assessed the Company's growth on a relative basis, which resulted in the use of average reported net sales growth relative to a comparison group. We believe our investors monitor these measures in evaluating our performance and making investment decisions regarding Stryker stock.
Bonus Plan for Mr. Stiles
Following the completion of the three-year performance period, the Compensation and Human Capital Committee determined in March 2024 that the Threshold Performance Target had been achieved and, accordingly, our NEOs were eligible to vest in up to 200% of their 2021 PSUs. Under the terms of the 2021 PSUs, once the Threshold Performance Target is achieved, the Compensation and Human Capital Committee can exercise negative discretion to reduce the number of 2021 PSUs that vest for our NEOs. Vesting of 50% of each NEO's target number of 2021 PSUs was based on the Company's achievement of average reported net sales growth relative to a comparison group of companies and the remaining 50% of each NEO's target number of 2021 PSUs was based on the Company's achievement of average adjusted net earnings per diluted share growth. The three-year average adjusted net earnings per diluted share growth calculation in the 2021 PSUs uses our 2019 adjusted net earnings per diluted share value of $8.26 instead of our 2020 adjusted net earnings per diluted share value of $7.43 when calculating the 2021 adjusted net earnings per diluted share growth value. The Compensation and Human Capital Committee believed that using the 2019 value as the baseline was more appropriate than using the 2020 value as the baseline, as the COVID-19 pandemic had a significant negative impact on our financial performance in 2020, and that using the 2020 value would likely have resulted in a 2021 growth value that would appear disproportionately large. The 2021 PSUs vested and, along with the associated dividend equivalents, were settled in Common Stock on March 21, 2024. The following is the comparison group of 18 companies used to determine the relative average reported net sales growth performance for the 2021 PSUs:
Bonus Plan for Mr. Stiles
| Abbott Laboratories | GE HealthCare Technologies Inc. (the former Healthcare Segment of General Electric Company) | Siemens Healthineers AG | | Agilent Technologies, Inc. | | Smith & Nephew plc | | Baxter International Inc. | Johnson & Johnson (MedTech Segment) | Thermo Fisher Scientific Inc. | | Becton, Dickinson and Company | Laboratory Corporation of America Holdings | 3M Company (Healthcare Segment) | | Boston Scientific Corporation | Medtronic plc | Zimmer Biomet Holdings, Inc. | | Danaher Corporation | Quest Diagnostics Incorporated | | | Fresenius Medical Care AG & Co. KGaA | Royal Philips (combined segments of Diagnosis & Treatment and Connected Care) | |
Bonus Plan for Mr. Stiles
These companies were selected for comparison because, at the time the 2021 PSUs were granted, they competed with Stryker for market share and/or executive talent. Consistent with the terms of the 2021 PSUs, Cerner Corporation and Varian Medical Systems, Inc., which were originally included in the comparison group when the 2021 PSUs were granted, were excluded from the performance calculation because they were acquired and did not report sales growth data for the entire performance period. As permitted by the terms and conditions applicable to the 2021 PSUs, the Compensation and Human Capital Committee modified the calculation of average reported net sales growth to adjust for distortions caused by significant acquisitions and divestitures involving companies in the comparison group. This adjustment to the calculation of average reported net sales growth is consistent with the methodology that the Compensation and Human Capital Committee has used for other PSUs awards, beginning with the 2013 performance stock units. When determining the payout level of the 2021 PSUs, the Compensation and Human Capital Committee did not make any adjustment for the negative impact that the COVID-19 pandemic had on the financial performance measures used in the 2021 PSUs. The table below presents the performance goals, the performance results for average adjusted net earnings per diluted share growth (to which no changes were made) and for relative average reported net sales growth, as adjusted by the Compensation and Human Capital Committee as described above, and the calculated payouts for the 2021 PSUs:
Bonus Plan for Mr. Stiles
| Average Adjusted Net Earnings Per Diluted Share Growth | Below Minimum | Minimum | Target | Maximum | Actual | | Goal | < 6.0% | 6.0% | 9.0% | 12.0% | 8.8% | | Earned 2021 PSUs, as % of Target | 0 | 50 | 100 | 200 | 96 | | Weighted-Average (50%) Earned 2021 PSUs, as % of Target | | | | | 48 | | Relative Average Reported Net Sales Growth | Percentile Ranking | | | | Actual | | Goal | Below 33rd | 33rd | 50th | 75th and Above | 94 | | Earned 2021 PSUs as % of Target | 0 | 50 | 100 | 200 | 200 | | Weighted-Average (50%) Earned 2021 PSUs, as % of Target | | | | | 100 | | Total 2021 PSUs earned, as % of Target(1) | | | | | 148 |
Bonus Plan for Mr. Stiles
______________ (1) The value of the earned 2021 PSUs excludes the associated dividend equivalents. For those NEOs who were granted 2021 PSUs, the number and market value of the 2021 PSUs that have been earned but remained unvested until March 21, 2024 are included in the "Number of Shares or Units of Stock That Have Not Vested" and "Market Value of Shares or Units of Stock That Have Not Vested" columns of the "Outstanding Equity Awards at 2023 Fiscal Year-End" table on page 37. Retirement Plans: We offer a defined contribution 401(k) plan — the Stryker Corporation 401(k) Savings and Retirement Plan ("401(k) Plan") — that is available to all eligible U.S. employees, including the NEOs, as well as a nonqualified supplemental defined contribution plan — the Stryker Corporation Supplemental Savings and Retirement Plan ("Supplemental Plan") — in which certain employees, including the NEOs, may participate. The purpose of these plans is to assist our employees and executives with retirement income savings and increase the attractiveness of employment at Stryker. The Supplemental Plan is designed to provide a consistent level of benefit as a percentage of current compensation by restoring benefits that would otherwise be limited due to the covered compensation limits under the tax-qualified 401(k) Plan. The amounts of the Company's matching contribution to the accounts of each NEO are determined by the NEO's eligible compensation and individual contribution rate. Participants may contribute up to 75% of total eligible compensation (salary and bonus for the NEOs) under the 401(k) Plan and Supplemental Plan. Under the 401(k) Plan, we match fifty cents per dollar of the first 8% of compensation contributed by the employee up to the Internal Revenue Code limits ($22,500 annual deferral and $330,000 compensation in 2023). In addition to the Company match, the Company has historically made a discretionary contribution in March of each year equal to 7% of the prior year's eligible compensation for all employees eligible under the 401(k) Plan and Supplemental Plan, including the NEOs. The amounts contributed under the 401(k) Plan and the Supplemental Plan for 2023 on behalf of each NEO are included in the "All Other Compensation" column of the "Summary Compensation Table" on page 34. Additionally, the amounts contributed under the Supplemental Plan for 2023 on behalf of each NEO and his account balance under the Supplemental Plan, along with a description of the 401(k) Plan and Supplemental Plan, are provided in the table on page 39 and the associated narrative. We have defined benefit pension programs for some employees in certain international locations; however, no NEO participates in any defined benefit pension plan sponsored by Stryker. Health and Welfare Benefits Plans: We provide benefits, such as medical, prescription, dental, vision, life insurance and disability coverage, to each NEO under the same benefits plans that we offer to all our eligible U.S.-based employees. The benefits plans are part of our overall total compensation offering and provide appropriate healthcare coverage and security for our employees and their families at costs affordable to the Company. The Company does not pay for any form of post-retirement healthcare benefits for any employee. Perquisites: We provide limited perquisites and personal benefits based on considerations unique to each NEO position. We believe our practices regarding perquisites are conservative to market. In 2023, we paid for costs associated with an executive physical examination for all of our NEOs who had such an examination. Mr. Lobo also received a gift valued at less than $200 in connection with his attendance at an internal meeting. In addition, we have a policy, which was approved by the independent directors of the Board, that provides for the personal use of aircraft by Mr. Lobo and his immediate family members. The Board believes the policy maximizes the efficient use of Mr. Lobo's travel time and helps to ensure his personal safety and security. Mr. Lobo is the only Stryker employee allowed to use aircraft for personal use. Such personal use is subject to an annual hour limitation of 60 hours. The annual hour limitation and the actual personal use by Mr. Lobo and his immediate family members is reviewed annually by the Board. The benefit to Mr. Lobo associated with personal use of aircraft is imputed as income for tax purposes at Standard Industry Fare Level rates and he is responsible for paying the associated taxes. In accordance with SEC disclosure requirements, the perquisites and other personal benefits are included in the "All Other Compensation" column of the "Summary Compensation Table" for 2023 on page 34 and are identified for Mr. Lobo who was the only NEO for whom the total value was $10,000 or greater.
Bonus Plan for Mr. Stiles
| Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements |
Bonus Plan for Mr. Stiles
Our practice is to review each NEO's compensation elements individually and monitor the total of the various elements. We consider each element and the total against our compensation objectives as stated in our executive compensation philosophy. Decisions related to one compensation element (e.g., bonus payment earned) generally do not materially affect decisions regarding any other element (e.g., stock award grants) because the objectives of each element differ. For example, we intend bonus payments to reward short-term performance for achievement of annual bonus plan goals, while we make decisions related to stock awards to align the interests of the recipients with the Company's long-term performance and enhance our retention hold on recipients. Our 401(k) Plan and Supplemental Plan are funded on an annual basis and do not result in potential future liabilities to the Company. Decisions about these plans do not impact outcomes related to salary or bonus decisions for our NEOs and vice versa. Positions at higher levels at Stryker generally have a greater emphasis on variable pay elements of bonus and stock awards, although no specific formula, schedule or structure is currently applied in establishing the percentage of total compensation delivered through any compensation element.
Bonus Plan for Mr. Stiles
| Equity Plans and Equity-Based Compensation Award Granting Policy |
Bonus Plan for Mr. Stiles
We have adopted a granting policy covering all stock awards, both off-cycle (including hire-on) and ongoing annual grants. Under the policy, stock awards are granted by the Compensation and Human Capital Committee, subject to approval by the Board in the case of grants to non-employee directors, and approval by the independent directors of the Board in the case of grants to the Chief Executive Officer. The Compensation and Human Capital Committee has delegated to the Chief Executive Officer the authority to make "off-cycle grants" to new employees as a result of the acquisition of another company, in situations where we are seeking to attract a senior level hire or recognize an employee for significant achievements or in other special circumstances. In 2023 we made off-cycle grants to new hires and to select employees to recognize significant achievements and create retention incentives. Annual limits for off-cycle grants are defined both per individual employee (20,000 shares) and in the aggregate (300,000 shares), with shares issuable in connection with awards other than stock options being counted against such limits as 2.86 shares under our 2011 Long-Term Incentive Plan, as amended or restated from time to time (the "2011 Plan"). The fair market value of Stryker stock used to establish the exercise price of all options will be the closing sales price per share as reported for NYSE Composite Transactions for the last trading day prior to the grant date. No stock grant will be backdated and the timing of the public release of material information or the grant of any stock award will not be established with the intent of unduly benefiting a grantee under a stock award. Each annual grant and off-cycle grant of equity-based compensation will be awarded on a pre-determined date as follows: •The annual grant of stock awards for employees will generally be made on the date of the February meeting of the Board. The annual grant of stock awards for non-employee directors will generally be made on the date of the Board meeting that coincides with our annual meeting of shareholders. Any change in the annual grant date for employees or non-employee directors must be made with the prior approval of the Board. •Off-cycle awards may be granted by the Chief Executive Officer, pursuant to delegated authority from the Compensation and Human Capital Committee, on or around the first business day of May, August or November following the date of hire or the determination that an award is warranted in other circumstances. Off-cycle awards are reported to the Compensation and Human Capital Committee and the Board at their next regular meetings. Where permissible by law, we require U.S. employees who receive stock awards to sign a version of the Company's confidentiality, non-competition and non-solicitation agreement. The terms and conditions of our stock awards include recoupment provisions that are applicable in the event of a violation of the non-compete agreement to which each of our NEOs has agreed.
Bonus Plan for Mr. Stiles
| Executive and Non-Employee Director Stock Ownership Guidelines |
Bonus Plan for Mr. Stiles
Encouraging long-term ownership of Stryker stock among our management and directors is an important aspect of our executive compensation policies and practices. This reflects our conviction that all senior executives and non-employee directors should have meaningful share ownership positions in the Company to reinforce the alignment of the interests of management and our shareholders. Stryker has stock ownership guidelines in place for all non-employee directors, executive leadership team members and select other senior management positions in the Company. The policy provides that 25% of the net shares from option exercises cannot be sold until the participant exceeds the applicable ownership guideline. Executives and non-employee directors in compliance with the ownership guidelines may generally exercise stock options and sell the underlying shares, once vested, as long as they continue to meet the ownership guidelines. In 2023, our stock ownership requirements for our non-employee directors and NEOs were:
Bonus Plan for Mr. Stiles
| Position | Market Value of Stock Owned | Expected Time Period to Comply | | Non-Employee Directors | $600,000 | 5 years | | Chief Executive Officer | 5 times salary | 5 years | | Other NEOs | 3 times salary | 5 years |
Bonus Plan for Mr. Stiles
For stock ownership guideline calculation purposes, stock owned includes shares owned outright, including 401(k) Plan shares, as well as restricted stock units awarded (for employees, using an estimate of the net number of shares to be received after taxes; for non- employee directors, using the entire awarded amount as the Company generally does not withhold taxes upon vesting for non-employee directors), but does not include outstanding performance stock units or stock options. The Compensation and Human Capital Committee receives an annual update from management on compliance with the ownership guidelines. As of December 31, 2023, all of our non-employee directors and all of the NEOs subject to the ownership guidelines at that time were at or above the applicable stock ownership guideline requirement or projected to be by their targeted compliance date. The Compensation and Human Capital Committee periodically reviews the guideline requirements to ensure they continue to be appropriate.
Bonus Plan for Mr. Stiles
| Prohibition of Hedging and Pledging Transactions |
Bonus Plan for Mr. Stiles
Our Insider Trading Guidelines prohibit short sales of and option trading on Stryker stock and prohibit our directors and officers, and other employees of Stryker subject to the Insider Trading Guidelines, and their designees from engaging in hedging transactions, such as (but not limited to) zero-cost collars, equity swaps, exchange funds and forward sale contracts, that may allow such individual to continue to own Stryker securities without the full risks and rewards of ownership. Our Insider Trading Guidelines also prohibit holding Stryker securities in a margin account or otherwise pledging Stryker securities as collateral for a loan, except for Stryker securities that had been pledged as of the effective date of the Insider Trading Guidelines or that already have been pledged at the time an individual becomes subject to the Insider Trading Guidelines.
Bonus Plan for Mr. Stiles
| Recoupment and Clawback Policies |
Bonus Plan for Mr. Stiles
In February 2015, our Board adopted a recoupment policy that applies uniformly to all cash and equity incentive payments made pursuant to awards granted to our elected corporate officers after 2014. Under this policy, the Compensation and Human Capital Committee may require recoupment from an elected officer if it determines that it is in the best interest of the Company to do so and the amount of the incentive compensation was based upon the achievement of certain financial results that were subsequently reduced due to a material restatement as a result of misconduct and would have been lower had it been based upon the restated financial results or the elected officer engaged in material misconduct or was negligent in exercising his or her supervisory responsibility to manage or monitor conduct or risks, in each case that resulted in a material violation of a law or regulation or a material Company policy relating to manufacturing, sales or marketing of our products, including improper payments to foreign officials to obtain or retain business, that caused significant harm to the Company. We will publicly disclose recoupment of compensation under this policy in situations where the Board determines that it is in the best interests of the Company and our shareholders to do so. In October 2023, our Board adopted a separate, mandatory clawback policy in compliance with SEC rules and NYSE listing standards related to the incentive-based compensation recovery provisions of the Dodd-Frank Act. The mandatory clawback policy generally requires recoupment of erroneously awarded incentive-based compensation (including any compensation granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure) received by current and former executive officers (as defined in Rule 10D-1 of the Exchange Act), including our NEOs during the three completed fiscal years immediately preceding the date that Stryker is required to prepare an accounting restatement due to Stryker's material noncompliance with any financial reporting requirement under U.S. federal securities laws. As required by the SEC rules and NYSE listing standards, we will publicly disclose the details of any such clawback of incentive-based compensation.
Bonus Plan for Mr. Stiles
| Employment Agreements and Severance Policy |
Bonus Plan for Mr. Stiles
We generally do not provide employment agreements, with the exception of unique circumstances or if such agreements are customary in foreign countries. We have no employment or severance agreement in place with any NEO. We have in the past made, and are likely in the future to make, separation payments to persons who were NEOs based on the specific facts and circumstances.
Bonus Plan for Mr. Stiles
| Company Tax and Accounting Issues |
Bonus Plan for Mr. Stiles
In general, consideration is given to the tax and accounting treatment of our compensation plans at the time of developing the plans, when making changes to plans, in light of any regulatory changes or when making specific compensation decisions related to individual elements. The accounting treatments considered include any that may apply to amounts awarded or paid to our NEOs. The tax considerations include Sections 162(m) and 409A of the Internal Revenue Code. Deductibility of Executive Compensation: In evaluating the compensation programs covering our NEOs and making decisions related to payments, the Compensation and Human Capital Committee generally has considered the potential impact on the Company of Section 162(m) of the Internal Revenue Code and the limits of deductibility on compensation in excess of $1 million. The Compensation and Human Capital Committee generally intends to maximize deductibility of compensation under Section 162(m) to the extent consistent with our overall compensation program objectives, but it may authorize compensation that does not meet the requirements of, or that is not deductible under, Section 162(m), if it determines such payments are appropriate. Share-Based Compensation: We account for compensation expense from our stock awards in accordance with the Compensation — Stock Compensation Topic of the Financial Accounting Standards Board Accounting Standards Codification ("FASB Codification") that requires companies to measure the cost of employee stock awards based on the grant date fair value and recognize that cost over the period during which a recipient is required to provide services in exchange for the stock awards, typically the vesting period. We consider the impact on the Company's compensation expense when determining and making stock awards. The table below summarizes the 2024 compensation decisions that were made in February 2024 for the 2023 NEOs. These decisions will be more fully discussed in the proxy statement for our 2025 annual meeting.
Bonus Plan for Mr. Stiles
| Name | Annualized Base Salary ($) | Target Bonus ($) | Number of Performance Stock Units at Target (#)(1)(3) | Number of Stock Options (#)(2)(3) | | Kevin A. Lobo | 1,450,000 | 2,175,000 | 25,384 | 67,695 | | Glenn S. Boehnlein | 800,000 | 800,000 | 7,946 | 21,190 | | J. Andrew Pierce | 755,000 | 679,500 | 7,416 | 19,780 | | Spencer S. Stiles | 755,000 | 679,500 | 7,416 | 19,780 | | Viju S. Menon | 650,000 | 552,500 | 4,592 | 12,245 |
Bonus Plan for Mr. Stiles
______________ (1) Key design features for the 2024 performance stock units include the following: •In order to earn any shares, a pre-established threshold level of three-year average adjusted net earnings per diluted share growth must be achieved, with the actual number of shares earned based on actual average adjusted net earnings per diluted share growth and average reported net sales growth relative to a comparison group of companies over the three-year performance period; •Payout range of 0% to 200% of the target award; and •Settled in Common Stock in early 2027 following the completion of the three-year performance period. (2) Stock options to purchase shares of the Company's Common Stock were granted at an exercise price of $339.77 per share (the closing price as reported for NYSE Composite Transactions on February 6, 2024, the last trading day before the grant date). (3) Beginning with stock awards granted in 2024, the target long-term incentive value mix for our NEOs is weighted more toward performance stock units than stock options. COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT The Compensation and Human Capital Committee of the Board of Directors has reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, on the basis of such review and discussion, has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Bonus Plan for Mr. Stiles
| Submitted by: | | Allan C. Golston, Chair | | Mary K. Brainerd | | Giovanni Caforio, M.D. | | Sherilyn S. McCoy | | Members of the Compensation and Human Capital Committee |
Bonus Plan for Mr. Stiles
EXECUTIVE COMPENSATION
Bonus Plan for Mr. Stiles
| Summary Compensation Table |
Bonus Plan for Mr. Stiles
The following table summarizes all compensation awarded to, earned by or paid to each of the Company's NEOs during each of the last three fiscal years. The additional tables that follow the Summary Compensation Table are intended to be supporting presentations to the Summary Compensation Table. Most compensation elements in the supporting tables are aggregated and included in the Summary Compensation Table. You should refer to the section entitled "Compensation Discussion and Analysis" beginning on page 21 to help you understand the compensation practices and programs resulting in the compensation elements in these tables. A narrative description of the material factors necessary to understand the information in the Summary Compensation Table is provided following the table.
Bonus Plan for Mr. Stiles
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Kevin A. Lobo | 2023 | 1,391,667 | 6,652,884 | 8,410,645 | 3,780,000 | 532,651 | 20,767,847 | | Chair, Chief Executive | 2022 | 1,343,833 | 6,525,629 | 8,729,415 | 1,505,790 | 458,547 | 18,563,214 | | Officer and President | 2021 | 1,306,667 | 5,969,936 | 6,797,299 | 1,816,470 | 469,526 | 16,359,898 | | Glenn S. Boehnlein | 2023 | 755,834 | 2,020,239 | 2,554,149 | 1,368,000 | 143,262 | 6,841,484 | | Vice President, | 2022 | 730,833 | 1,893,766 | 2,533,314 | 546,546 | 148,822 | 5,853,281 | | Chief Financial Officer | 2021 | 705,000 | 2,631,522 | 1,925,875 | 622,091 | 130,845 | 6,015,333 | | J. Andrew Pierce | 2023 | 720,833 | 1,971,068 | 2,491,904 | 1,174,500 | 131,544 | 6,489,849 | | Group President, MedSurg | 2022 | 695,833 | 1,893,766 | 2,533,314 | 475,020 | 144,944 | 5,742,877 | | and Neurotechnology | 2021 | 666,667 | 2,326,948 | 1,529,512 | 621,837 | 117,162 | 5,262,126 | | Spencer S. Stiles | 2023 | 720,833 | 1,971,068 | 2,491,904 | 1,174,500 | 129,042 | 6,487,347 | | Group President, | 2022 | 695,833 | 1,893,766 | 2,533,314 | 452,277 | 136,684 | 5,711,874 | | Orthopaedics and Spine | 2021 | 666,667 | 2,326,948 | 1,529,512 | 546,750 | 117,162 | 5,187,039 | | Viju S. Menon | 2023 | 616,667 | 1,231,918 | 1,557,388 | 956,250 | 107,811 | 4,470,034 | | Group President, Global | 2022 | 571,667 | 1,125,775 | 1,506,304 | 363,435 | 110,744 | 3,677,925 | | Quality and Operations | 2021 | 551,667 | 1,984,884 | 1,189,620 | 435,095 | 98,200 | 4,259,466 |
Bonus Plan for Mr. Stiles
| 2023 Grants of Plan-Based Awards |
Bonus Plan for Mr. Stiles
| Outstanding Equity Awards at 2023 Fiscal Year-End |
Bonus Plan for Mr. Stiles
| 2023 Option Exercises and Stock Vested |
Bonus Plan for Mr. Stiles
| 2023 Pension Benefits |
Bonus Plan for Mr. Stiles
| 2023 Nonqualified Deferred Compensation |
Bonus Plan for Mr. Stiles
| Potential Payments upon Termination or Change in Control |
Bonus Plan for Mr. Stiles
We have no employment or severance agreement in place with any currently employed NEO. We have in the past paid, and are likely in the future to pay, severance to NEOs based on the specific facts and circumstances at the time of separation. As of December 29, 2023, Mr. Pierce has agreed to Stryker's Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement that provides for potential monthly payments to compensate the individual for not competing in circumstances following termination if the individual is unable to be re-employed without competing, demonstrates efforts to find work that does not violate the non-compete provisions, meets certain other requirements and Stryker does not elect to waive enforcement of the non-competition provisions of the agreement. The non-competition provisions of the agreement are effective for 12 months following termination of employment and, if Stryker is required to make payments, the agreement requires monthly payment of 1/12th of the total salary and incentive bonus (exclusive of benefits, stock awards, and any indirect or deferred compensation) paid in the 12 months preceding termination of employment, less any compensation the individual has received or has the right to receive from Stryker or any other source during the 12 months following termination, including severance payments. The Company could be required to pay Mr. Pierce such amounts in installments totaling $1,899,500 if we elected to enforce the non-compete provisions and he satisfied the other requirements. The amount set forth above for Mr. Pierce assumes 2023 salary and bonus levels, a December 29, 2023 termination date and no reduction in payment due to severance payments or other sources of compensation, including amounts received as a result of employment by a non-competitor. Actual future amounts to be paid would vary from the figures above based on factors including termination date, termination event and circumstances, compensation rates at the time, severance payments, the Company's decision whether to enforce the agreement, compensation paid by future employers and other factors and assumptions. Mr. Lobo, Mr. Boehnlein, Mr. Stiles and Mr. Menon have signed a version of Stryker's non-compete agreement that does not contemplate any payment to enforce its restrictions. Stock options and awards of restricted stock units and performance stock units have the following treatment at various terminating events:
Bonus Plan for Mr. Stiles
| Reason for Employment Termination | Vested Options Exercisable | Unvested Options or Units | | Death or Disability(1) | For one year from termination | Options and restricted stock units become 100% vested and options remain exercisable for one year. Performance stock units have prorated vesting through the termination date and are earned based on performance covering the entire three-year performance period. | | Retirement(1)(2) | Until original expiration date | Options continue to vest according to the original vesting schedule and are exercisable until the original expiration date. Restricted stock units continue to vest according to the original vesting schedule. Performance stock units have prorated vesting through the date of retirement and are earned based on performance covering the entire three-year performance period. | | Other Reasons | For 30 days from termination | Forfeited. |
Bonus Plan for Mr. Stiles
(1) Performance stock units granted after 2023 will continue to vest according to the original vesting schedule and be earned based on performance covering the entire three-year performance period in the event of termination due to death, disability or retirement. However, if an individual does not remain employed for 12 months following the grant of the respective performance stock units then in the event of termination due to retirement those performance stock units will have prorated vesting through the termination date and will be earned based on performance covering the entire three-year performance period. (2) In our 2011 Plan, for stock awards granted after 2019, retirement is defined as termination at or after age 65, or age 55 if the individual has been employed by Stryker for at least 10 years. For stock awards granted in 2019 and prior years, retirement is defined as termination at or after age 65, or age 60 if the individual has been employed by Stryker for at least 10 years. As of December 31, 2023, Mr. Lobo and Mr. Boehnlein have met the age and service requirements for retirement as defined in the 2011 Plan for stock awards granted after 2019. Mr. Boehnlein has also met the age and service requirements for stock awards granted in 2019 and prior years. Mr. Pierce, Mr. Stiles and Mr. Menon have not met the age and service requirements for retirement related to any of their stock awards. Our 2006 Long-Term Incentive Plan and 2011 Plan expressly permit the Compensation and Human Capital Committee at its sole discretion to accelerate vesting and take other actions on awards that it deems appropriate following a change in control of the Company. The estimated value of unvested options, restricted stock units and performance stock units that would not be forfeited upon termination due to death, disability or retirement and could be vested upon the occurrence of a change in control as of December 29, 2023 is set forth in the table below for each NEO. The unrealized values of the unvested options and units are based on the closing price of our Common Stock of $299.46 as reported for NYSE Composite Transactions on December 29, 2023.
Bonus Plan for Mr. Stiles
| | Unrealized Value of Unvested Stock Options, Restricted Stock Units and Performance Stock Units ($)(1) | | | | Name | Death or Disability | Retirement | Change in Control | | Kevin A. Lobo | 47,511,825 | 43,995,965 | 62,693,848 | | Glenn S. Boehnlein | 14,057,256 | 14,057,256 | 18,598,867 | | J. Andrew Pierce | 12,352,146 | — | 16,819,490 | | Spencer S. Stiles | 12,352,146 | — | 16,819,490 | | Viju S. Menon | 8,712,507 | — | 11,459,753 |
Bonus Plan for Mr. Stiles
______________ (1) The unrealized value of unvested stock options is calculated using the difference between the closing price of our Common Stock of $299.46 on December 29, 2023 and the exercise price of the option established at the time of grant. The timing of payment of certain amounts, such as the Supplemental Plan payments, is structured to comply with Internal Revenue Code Section 409A, which generally requires payments (other than grandfathered payments) to our NEOs to be made no earlier than six months following termination. See “2023 Nonqualified Deferred Compensation” beginning on page 38 for more information regarding the payment of benefits to our NEOs from the Supplemental Plan following termination of employment. The Company does not pay for any form of post-retirement healthcare benefits for our NEOs or any other employee.
Bonus Plan for Mr. Stiles
| Pay versus Performance |
Relationship of Compensation Actually Paid and Our Total Shareholder Return
Relationship of Compensation Actually Paid and Our Total Shareholder Return The compensation actually paid to our PEO and other NEOs was strongly aligned to our total shareholder return during the four-year period of 2020 to 2023. This is largely a result of the significant weighting of equity-based compensation, which is directly linked to the price of our Common Stock, in the pay program for the PEO and other NEOs.
Relationship of Compensation Actually Paid and Our Net Income
Relationship of Compensation Actually Paid and Our Net Income The compensation actually paid to our PEO and other NEOs had limited alignment to our reported net income during the four-year period of 2020 to 2023. Reported net income is not used as a performance measure in the pay programs for our PEO and other NEOs, nor is it used when determining any other component of pay for this group.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth The compensation actually paid to our PEO and other NEOs was aligned to our reported net sales growth during the four-year period of 2020 to 2023. Our one-year reported net sales growth performance is used in the performance stock units program when calculating our three-year average reported net sales growth performance relative to a comparison group of companies, which has represented 50% of the target award opportunity in each grant of performance stock units.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Ratio of 2023 Compensation of the Chief Executive Officer to that of the Median Employee |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
Pursuant to the SEC's guidance under Item 402(u) of Regulation S-K, we are required to disclose the annual total compensation for both our Chief Executive Officer and median employee and the ratio of those two amounts. The pay ratio discussed in this section is an estimate based on the Company's good faith efforts to reasonably calculate it. As a result of the flexibility permitted when identifying the median employee and the Company's specific pay practices and workforce composition, the Company's pay ratio may not be comparable to the pay ratios of other companies. •The 2023 annual total compensation of our Chief Executive Officer was $20,767,847. •The 2023 annual total compensation of our identified median employee was $84,028. •The ratio of the annual total compensation of our Chief Executive Officer to that of our identified median employee was estimated to be 247 to 1. As permitted by SEC rules, because there has not been a meaningful change to our employee population or a change in our employee compensation arrangements since our pay ratio disclosure in 2023, we used the same median employee that was identified in the proxy statement for our 2023 annual meeting when calculating the pay ratio that is disclosed in this Proxy Statement. An overview of the methodology used to identify the median employee that was used to calculate the pay ratio in this Proxy Statement is summarized below.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Item | Description | | Determination date | Our global employee population as of October 1, 2021 was used to identify the median employee. | | Employee population | The total employee population (excluding the CEO) as of October 1, 2021 was approximately 43,600. When determining the median employee, we excluded approximately 50 employees related to the acquisition of TMJ Solutions, Inc. in April 2021 and approximately 30 employees related to the acquisition of Gauss Surgical, Inc. in September 2021. As a result, the employee population used to determine the median employee was approximately 43,500. | | Consistently applied compensation measure | Actual cash compensation, measured over the twelve month period of October 2020 through September 2021. Values were converted into United States Dollars using the exchange rates in effect on September 30, 2021. |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
COMPENSATION OF DIRECTORS The structure of our non-employee director pay program in 2023, determined by the full Board, was unchanged from 2022. •Mr. Lobo received no additional compensation for his service as a director. •The annualized fixed fee for our non-employee directors was $120,000. •The additional annualized fee for serving as the Lead Independent Director was $40,000. •The annualized fee for serving as the Audit Committee Chair was $20,000 and the annualized fee for serving as either of the other Committee Chairs was $15,000. •On May 10, 2023, each non-employee director was awarded 705 restricted stock units. The restricted stock units granted in 2023 vest in May 2024 and each non-employee director had the ability to voluntarily defer the settlement of the restricted stock units until his or her departure from the Board or a specified date in the future. •Stock ownership guideline for each non-employee director equal to $600,000 with a five-year time frame for compliance. The 2023 compensation for our non-employee directors was as follows:
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Mary K. Brainerd | 135,000 | 199,247 | 334,247 | | Giovanni Caforio, M.D. | 120,000 | 199,247 | 319,247 | | Srikant M. Datar, Ph.D. | 120,000 | 199,247 | 319,247 | | Allan C. Golston | 135,000 | 199,247 | 334,247 | | Sherilyn S. McCoy | 160,000 | 199,247 | 359,247 | | Andrew K. Silvernail | 140,000 | 199,247 | 339,247 | | Lisa M. Skeete Tatum | 120,000 | 199,247 | 319,247 | | Ronda E. Stryker | 120,000 | 199,247 | 319,247 | | Rajeev Suri | 120,000 | 199,247 | 319,247 |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
______________ (1) The Stock Awards column represents the aggregate grant date fair value of restricted stock units calculated in accordance with the Compensation — Stock Compensation Topic of the FASB Codification. The number of outstanding restricted stock units, which includes both unvested as well as deferred restricted stock units, and unexercised stock options held by each non-employee director as of December 31, 2023 was as follows:
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Name | Stock Awards Outstanding at December 31, 2023 (#)(1) | Option Awards Outstanding at December 31, 2023 (#) | | Mary K. Brainerd | 705 | 3,005 | | Giovanni Caforio, M.D. | 1,021 | — | | Srikant M. Datar, Ph.D. | 705 | 8,175 | | Allan C. Golston | 1,642 | 8,175 | | Sherilyn S. McCoy | 4,374 | — | | Andrew K. Silvernail | 5,215 | 11,970 | | Lisa M. Skeete Tatum | 1,696 | — | | Ronda E. Stryker | 705 | 16,325 | | Rajeev Suri | 705 | — |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
______________ (1) The settlement of 316 of the outstanding restricted stock units held by Dr. Caforio, 1,985 of the outstanding restricted stock units held by Ms. McCoy, all of the outstanding restricted stock units held by Mr. Silvernail and 991 of the outstanding restricted stock units held by Ms. Skeete Tatum has been deferred by a voluntary election until departure from the Board. The settlement of 937 of the outstanding restricted stock units held by Mr. Golston and 2,389 of the outstanding restricted stock units held by Ms. McCoy has been deferred by a voluntary election until a future date. Options that were previously granted to non-employee directors become exercisable as to 20% of the underlying shares per year over five years. Restricted stock units granted in 2023 vest on May 9, 2024. The following changes to the non-employee director fees are scheduled to be effective May 9, 2024: •The annualized fixed fee for board service will increase to $130,000 (from $120,000). •The target value of the annual stock award of restricted stock units will increase to $215,000 (from $200,000). •The annualized fee for serving as the Audit Committee Chair will increase to $25,000 (from $20,000) and the annualized fee for serving as either of the other Committee Chairs will increase to $20,000 (from $15,000). AUDIT COMMITTEE REPORT We constitute the Audit Committee of the Board of Directors of Stryker Corporation. We serve in an oversight capacity and are not intended to be part of Stryker's operational or managerial decision-making process. Management is responsible for the preparation, integrity and fair presentation of information in the Consolidated Financial Statements, the financial reporting process and internal control over financial reporting. Stryker's independent registered public accounting firm is responsible for performing independent audits of the Consolidated Financial Statements and an audit of the Company's internal control over financial reporting as of December 31, 2023. We monitor and oversee these processes. We also approve the selection and appointment of Stryker's independent registered public accounting firm and recommend the ratification of such selection and appointment to the Board. In this context, we met and held discussions with management and Ernst & Young LLP, the Company's independent registered public accounting firm, throughout the year and reported the results of our activities to the Board. We specifically did the following: •Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with Stryker's management; •Discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the Securities and Exchange Commission; and •Received the written disclosures and the letter from Ernst & Young LLP as required by PCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence, regarding its communications with the Audit Committee concerning independence and discussed with Ernst & Young LLP its independence. Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Submitted by: | | Andrew K. Silvernail, Chair | | Srikant M. Datar, Ph.D. | | Lisa M. Skeete Tatum | | Rajeev Suri | | Members of the Audit Committee |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
ADDITIONAL INFORMATION
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Proposals for Inclusion in our 2025 Proxy Materials (SEC Rule 14a-8) |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
SEC Rule 14a-8 permits shareholders to submit proposals for inclusion in our proxy materials if the shareholders and the proposals meet the specified requirements. If you would like to submit a proposal under SEC Rule 14a-8 for inclusion in the proxy materials for our 2025 annual meeting, the proposal must be received by our Vice President, Corporate Secretary at 1941 Stryker Way, Portage, Michigan 49002 on or prior to November 26, 2024. The inclusion of any proposal in the proxy statement and form of proxy for such meeting will be subject to applicable SEC rules.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Director Nominations for Inclusion in our 2025 Proxy Materials (Proxy Access) |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
Under our Bylaws, if a shareholder (or a group of up to 20 shareholders) who has owned at least 3% of our shares for at least three years and has complied with the other requirements in our Bylaws wants us to include director nominees (up to the greater of two nominees or 20% of the Board) in the proxy materials for our 2025 annual meeting, then the nominations must be received by our Vice President, Corporate Secretary at 1941 Stryker Way, Portage, Michigan 49002, no earlier than October 27, 2024 and no later than November 26, 2024. Additional information about these proxy access requirements can be found in our Bylaws, which are available in the Governance area of the Investor Relations section of our website at www.stryker.com/investors/bylaws or may be obtained by written request to our Vice President, Corporate Secretary at 1941 Stryker Way, Portage, Michigan 49002. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must also comply with all applicable requirements of Rule 14a-19 under the Exchange Act. The advance notice requirement under Rule14a-19 does not override or supersede the longer advance notice requirement under our Bylaws.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Other Proposals or Nominations to be Brought Before our 2025 Annual Meeting (Advance Notice) |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
Under our Bylaws, any shareholder proposal, including a director nomination, that is not submitted for inclusion in the proxy materials for our 2025 annual meeting and is instead sought to be presented directly at our 2025 annual meeting, must follow certain procedures. These procedures require that notice of an intention to nominate a person for director and/or to bring an item of business before our 2025 annual meeting must be received in writing by our Vice President, Corporate Secretary at 1941 Stryker Way, Portage, Michigan 49002 no earlier than January 9, 2025 and no later than February 8, 2025. The notice must contain certain information about the shareholder making the proposal, including a representation that the shareholder intends to appear in person or by proxy at the annual meeting to nominate the person named in the notice or bring the item of business before the meeting, and about the nominee and/or the item of business and, in the case of a nomination, must be accompanied by a written consent of the proposed nominee to being named as a nominee and to serve as a director if elected. Additional information about these advance notice requirements can be found in our Bylaws, which are available in the Governance area of the Investor Relations section of our website at www.stryker.com/ investors/bylaws or may be obtained by written request to our Vice President, Corporate Secretary at 1941 Stryker Way, Portage, Michigan 49002.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Delinquent Section 16(a) Reports |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
Section 16(a) of the Exchange Act requires our directors and officers and persons who own more than 10% of our Common Stock to file reports of ownership and changes in ownership with the SEC. Specific due dates for these reports have been established and we are required to report in this Proxy Statement any failure by directors, officers and greater-than-10% holders to file such reports on a timely basis. Based on our review of such reports and written representations from our directors and officers, we believe that all such filing requirements were met with respect to 2023.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Other Matters |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
At this time, we do not know of any matter to be brought before the meeting other than those referred to above. If any additional matter should properly come before the meeting, it is the intention of the persons named in the enclosed proxy to vote the proxy in accordance with their judgment on any such matter.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Expenses of Solicitation |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
The cost of solicitation of proxies for the annual meeting is being paid by the Company. In addition to solicitation by mail, proxies may be solicited by officers, directors and regular employees of the Company personally or by telephone or other means of communication. In addition, we have retained Innisfree M&A Incorporated to act as proxy solicitor for the annual meeting for a fee of $17,500 plus reasonable out-of-pocket expenses. The Company will, upon request, reimburse brokers and other nominees for their reasonable expenses in forwarding the proxy material to the beneficial owners of the stock held in street name by such persons.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| Householding |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
In accordance with a notice sent to certain street name shareholders of Common Stock who share a single address, shareholders at a single address will receive only one copy of this Proxy Statement and our 2023 Annual Report on Form 10-K unless we have previously received contrary instructions. This practice, known as "householding," is designed to reduce our printing and postage costs. We currently do not "household" for shareholders of record. If your household received a single set of proxy materials, but you would prefer to receive a separate copy of this Proxy Statement or our 2023 Annual Report on Form 10-K, you may visit www.ProxyVote.com, call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number in the subject line, and the documents will be delivered to you promptly upon receiving the request. You may request or discontinue householding in the future by contacting the broker, bank or similar institution through which you hold your shares. You may also change your householding preferences through the Broadridge Householding Election system at 1-866-540-7095 using the control number provided to you.
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| | By Order of the Board of Directors | | | J. Andrés Cedrón | | | Vice President, Corporate Secretary | | March 26, 2024 | |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
APPENDIX A — RECONCILIATION OF THE MOST DIRECTLY COMPARABLE GAAP MEASURE TO NON-GAAP FINANCIAL MEASURE We supplement the reporting of our financial information determined under accounting principles generally accepted in the United States (GAAP) with certain non-GAAP financial measures, including adjusted net earnings and adjusted net earnings per diluted share. We believe these non-GAAP financial measures provide meaningful information to assist investors and shareholders in understanding our financial results and assessing our prospects for future performance. Management believes the adjusted measures described above are important indicators of our operations because they exclude items that may not be indicative of or are unrelated to our core operating results and provide a baseline for analyzing trends in our underlying businesses. Management uses these non-GAAP financial measures for reviewing the operating results of reportable business segments and analyzing potential future business trends in connection with our budget process and bases certain management incentive compensation on these non-GAAP financial measures. To measure earnings performance on a consistent and comparable basis, we exclude certain items that affect the comparability of operating results and the trend of earnings. These adjustments are irregular in timing and may not be indicative of our past and future performance. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. These adjusted financial measures should not be considered in isolation or as a substitute for net earnings and net earnings per diluted share, the most directly comparable GAAP financial measures. These non-GAAP financial measures are an additional way of viewing aspects of our operations when viewed with our GAAP results and the reconciliations to corresponding GAAP financial measures below. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The following reconciles the non-GAAP financial measures discussed above with the most directly comparable GAAP financial measures:
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
| | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | | | Net Earnings ($ millions) | | | | | | | Reported | $3,553 | $2,083 | $1,599 | $1,994 | $2,358 | $3,165 | | Acquisition and integration-related costs: | | | | | | | | Inventory stepped-up to fair value | 9 | 51 | 36 | 203 | 9 | — | | Other acquisition and integration-related | 90 | 160 | 157 | 244 | 104 | 45 | | Amortization of purchased intangible assets | 338 | 375 | 381 | 489 | 495 | 503 | | Structural optimization and other special charges | 179 | 180 | 397 | 345 | 283 | 159 | | Goodwill impairment | — | — | — | — | 216 | — | | Medical device regulations | 10 | 48 | 63 | 90 | 115 | 74 | | Recall-related matters | 18 | 154 | 13 | 89 | (12) | 14 | | Regulatory and legal matters | 141 | (33) | 8 | (12) | 69 | 63 | | Tax matters | (1,559) | 121 | 173 | 32 | (66) | 43 | | Adjusted | $2,779 | $3,139 | $2,827 | $3,474 | $3,571 | $4,066 | | | Net Earnings Per Diluted Share | | | | | | | Reported | $9.34 | $5.48 | $4.20 | $5.21 | $6.17 | $8.25 | | Acquisition and integration-related costs: | | | | | | | | Inventory stepped-up to fair value | 0.02 | 0.13 | 0.10 | 0.53 | 0.02 | — | | Other acquisition and integration-related | 0.24 | 0.42 | 0.41 | 0.64 | 0.27 | 0.12 | | Amortization of purchased intangible assets | 0.89 | 0.99 | 1.00 | 1.28 | 1.30 | 1.31 | | Structural optimization and other special charges | 0.47 | 0.47 | 1.04 | 0.90 | 0.74 | 0.42 | | Goodwill impairment | — | — | — | — | 0.57 | — | | Medical device regulations | 0.03 | 0.13 | 0.17 | 0.24 | 0.30 | 0.19 | | Recall-related matters | 0.05 | 0.41 | 0.03 | 0.23 | (0.03) | 0.04 | | Regulatory and legal matters | 0.37 | (0.09) | 0.02 | (0.02) | 0.18 | 0.16 | | Tax matters | (4.10) | 0.32 | 0.46 | 0.08 | (0.18) | 0.11 | | Adjusted | $7.31 | $8.26 | $7.43 | $9.09 | $9.34 | $10.60 | | Effective tax rate - Reported | (50.8)% | 18.7% | 18.2% | 12.6% | 12.1% | 13.8% | | Effective tax rate - Adjusted | 16.7% | 15.8% | 12.6% | 14.9% | 14.0% | 14.1% | | Weighted average diluted shares outstanding (millions) | 380.3 | 379.9 | 380.3 | 382.3 | 382.2 | 383.7 |
Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
Refer to "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report on Form 10-K for further details regarding the adjustments to our net earnings and net earnings per diluted share.