Stryker : Notice and Proxy Statement (SYK 2025 Proxy 03 24 25)

Published: 2025-03-25 16:24:11 ET SYK

1941 Stryker Way Portage, MI 49002

Notice of 2025 Annual Meeting of Shareholders of Stryker Corporation

Date: May 8, 2025

Time: 9:30 a.m., Eastern Time

Place: This year's annual meeting of shareholders of Stryker Corporation will be held virtually via the internet only. Shareholders will be able to listen, vote and submit questions regardless of location via the internet atwww.virtualshareholdermeeting.com/SYK2025by using the 16-digit control number included on your notice regarding the availability of proxy materials, proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials.

Items of Business:

• Elect ten directors;

• Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025;

• Consider and act upon approval of the 2011 Long-Term Incentive Plan, as amended and restated;

• Consider and act upon approval of the 2011 Performance Incentive Award Plan, as amended and restated;

• Consider and act upon approval of the 2008 Employee Stock Purchase Plan, as amended and restated;

• Conduct an advisory vote to approve named executive officer compensation;

• Consider and vote upon the shareholder proposal set forth in this Proxy Statement, if properly presented; and

• Transact any other business that may properly come before the meeting and any adjournment or postponement.

We invite all shareholders to attend the virtual meeting. At the meeting, you will have the opportunity to ask questions of our management with respect to the matters to be voted on and will hear a report on our business. Stryker's accompanying proxy materials include instructions on how to participate in the meeting and the means by which you may vote your shares and submit questions. Our Annual Report on Form 10-K for the year ended December 31, 2024 is enclosed.

Only shareholders of record on March 10, 2025 may vote at the meeting.

Your vote is important. Please vote your shares promptly. To vote your shares, you may use the internet, call the toll-free telephone number as described on your proxy card or complete, sign, date and return your proxy card by mail.

Tina S. French

Vice President, Corporate Secretary

March 25, 2025

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING ON MAY 8, 2025.

This Proxy Statement, our 2024 Annual Report on Form 10-K and a link to the means to vote by internet are available atwww.proxymaterials.stryker.com.

TABLE OF CONTENTS

Section

Page

Proxy Statement Summary

Meeting Information

Shareholder Voting Matters

Our Director Nominees and Board Characteristics

Director Nominee Skills Matrix

Corporate Governance Practices

Executive Compensation Philosophy

Executive Compensation Practices

Financial Performance

General Information

Who Is Entitled to Vote?

How Do I Vote?

May I Change My Mind after Submitting a Proxy?

What are Broker Non-Votes?

What is the Required Vote?

How Can I Attend the Annual Meeting?

How Can I Submit a Question for the Annual Meeting?

What if I Need Technical Assistance?

Can I Vote During the Annual Meeting?

Will a Replay of the Annual Meeting be Available?

Can I Access These Proxy Materials on the Internet?

References to Stryker Websites

Cautionary Note Regarding Forward Looking Statements

Management Proposals

Proposal 1 - Election of Directors

Proposal 2 - Ratification of Appointment of our Independent Registered Public Accounting Firm

Proposal 3 - Approval of the 2011 Long-Term Incentive Plan, as Amended and Restated

Proposal 4 - Approval of the 2011 Performance Incentive Award Plan, as Amended and Restated

Proposal 5 - Approval of the 2008 Employee Stock Purchase Plan, as Amended and Restated

Proposal 6 - Advisory Vote to Approve Named Executive Officer Compensation

Shareholder Proposal

Proposal 7 - Support Transparency in Political Spending

Stock Ownership

Principal Shareholders

Security Ownership of Directors, New Director Nominee and Executive Officers

Corporate Governance

Board's Role in Strategic Planning and Risk Oversight

Independent Directors

Board Committees

Compensation Risks 28

Board Leadership Structure 28

Executive Sessions of Independent Directors 28

Contacting the Board of Directors 28

Code of Conduct 29

Certain Relationships and Related Party Transactions 29

Approach to Corporate Responsibility 29

Compensation Discussion and Analysis 30

Named Executive Officers 30

Overview 30

Compensation Objectives 31

Executive Compensation Philosophy 31

The Role of Benchmarking in Our Executive Compensation Decisions 31

Management's Role in Determining Executive Compensation 32

2024 Compensation Decisions 32

2024 Compensation Elements 33

Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements 40

Equity Plans and Equity-Based Compensation Award Granting Policy 40

Executive and Non-Employee Director Stock Ownership Guidelines 41

Prohibition of Hedging and Pledging Transactions 41

Recoupment and Clawback Policies 41

Employment Agreements and Severance Policy 41

Company Tax and Accounting Issues 42

2025 Compensation Decisions 42

Compensation and Human Capital Committee Report 42

Executive Compensation 43

Summary Compensation Table 43

2024 Grants of Plan-Based Awards 44

Outstanding Equity Awards at 2024 Fiscal Year-End 46

2024 Option Exercises and Stock Vested 47

2024 Pension Benefits 47

2024 Nonqualified Deferred Compensation 47

Potential Payments upon Termination or Change in Control 48

Pay versus Performance 50

Ratio of 2024 Compensation of the Chief Executive Officer to that of the Median Employee 51

Compensation of Directors 53

Audit Committee Report 55

Additional Information 56

Proposals for Inclusion in our 2026 Proxy Materials (SEC Rule 14a-8) 56

Director Nominations for Inclusion in our 2026 Proxy Materials (Proxy Access) 56

Other Proposals or Nominations to be Brought Before our 2026 Annual Meeting (Advance Notice) 56

Delinquent Section 16(a) Reports

Other Matters

Expenses of Solicitation

Householding

Appendix A - Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure

A-1

Appendix B - Stryker Corporation 2011 Long-Term Incentive Plan, as Amended and Restated

B-1

Appendix C - Stryker Corporation 2011 Performance Incentive Award Plan, as Amended and Restated

C-1

Appendix D - Stryker Corporation 2008 Employee Stock Purchase Plan, as Amended and Restated

D-1

PROXY STATEMENT SUMMARY

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.

Meeting Information

Date and Time

May 8, 2025 at 9:30 a.m., Eastern Time. This year's annual meeting will be held virtually via the internet. See page5 for information on how to attend the meeting.

Shareholder Voting Matters

Board Vote

Matter

Recommendation

See Page

Management Proposals

Proposal 1 - Election of Directors

For each nominee

Proposal 2 - Ratify Appointment of Independent Registered Public Accounting Firm

For

Proposal 3 - Approval of the 2011 Long-Term Incentive Plan, as Amended and Restated

For

Proposal 4 - Approval of the 2011 Performance Incentive Award Plan, as Amended and Restated

For

Proposal 5 - Approval of the 2008 Employee Stock Purchase Plan, as Amended and Restated

For

Proposal 6 - Advisory Vote to Approve Named Executive Officer Compensation

For

Shareholder Proposal

Proposal 7 - Support Transparency in Political Spending

Against

Our Director Nominees and Board Characteristics

Name

Age*

Director Since

Independent

Committee Membership(3)

Mary K. Brainerd

2017

Yes

Comp&HC, G&N (Chair)

Giovanni Caforio, M.D.

2020

Yes

Comp&HC, G&N

Kevin A. Lobo(1)

2012

Emmanuel P. Maceda

Yes

Sherilyn S. McCoy(2)

2018

Yes

Comp&HC, G&N

Rachel M. Ruggeri

2024

Yes

Audit

Andrew K. Silvernail

2013

Yes

Audit (Chair)

Lisa M. Skeete Tatum

2020

Yes

Audit

Ronda E. Stryker

1984

Yes

G&N

Rajeev Suri

2018

Yes

Audit

_________________

*Age is as of the date of the 2025 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

Director Nominee Skills Matrix

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' key 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 or that he or she is unable to contribute to the decision-making process in that area. More information on a director nominee's background can be found in each of their profiles under Proposal 1.

Skeete

Brainerd Caforio 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

•

Lobo Maceda McCoy Ruggeri Silvernail

Tatum

Stryker

Suri

•

Corporate Governance Practices

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 the United States Securities and Exchange Commission ("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 sustainability, environmental, social and governance 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.

Executive Compensation Philosophy

Our executive compensation programs are a key component of our ability to attract, motivate and retain talented, qualified executives. Our programs 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 2024, 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 awards (including all time-vesting equity awards) and 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 New York Stock Exchange ("NYSE") listing standards.

• We hold an annual advisory vote regarding NEO compensation, which in 2024 resulted in an approximately 91% favorable vote.

Executive Compensation Practices

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 it.

• 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.

Financial Performance

Net Sales $ in billions Net Earnings $ per diluted share

2022

22.6

10.00 8.00 6.00 4.00 2.00 0.00

2023

2024

2022

7.76

2023

2024

Adjusted Net Earnings(1) $ per diluted share

Dividends Paid $ per share of common stock

14.00

12.00

10.00

8.00

6.00

4.00

2.00

0.00

2022

Financial Overview

2023

(in millions, except per share amounts)

3.50

2022

3.20

12.19

3.00

2.50

2.00

1.50

1.00

0.50

0.00

2024

2023 2024

2024 2023

% Change

Net sales

$22,595

$20,498

10.2

Earnings before income taxes

3,492

3,673

(4.9)

Income taxes

499

508

(1.8)

Net earnings

2,993

3,165

(5.4)

Adjusted net earnings(1)

4,700

4,066

15.6

Net earnings per diluted share of common stock:

Reported

7.76

8.25

(5.9)

Adjusted(1)

12.19

10.60

15.0

Dividends paid per share of common stock

3.20

3.00

6.7

Cash, cash equivalents, and marketable securities

3,743

3,053

22.6

______________

(4.9) (1.8)

(5.4)

(5.9)

(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 8, 2025 and at any adjournment or postponement of the meeting. The solicitation will begin on or about March 25, 2025.

Who Is Entitled to Vote?

At the close of business on March 10, 2025, the record date for the meeting, 381,688,836 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.

How Do I Vote?

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 if you received a paper copy as well.

• By Mail - If you elected to receive a paper copy of your proxy card, 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 7, 2025.

You may also vote during the annual meeting via the internet atwww.virtualshareholdermeeting.com/SYK2025. 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.

May I Change My Mind after Submitting a Proxy?

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.

What are Broker Non-Votes?

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 2025).

What is the Required Vote?

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.

How Can I Attend the Annual Meeting?

To attend the annual meeting, log in atwww.virtualshareholdermeeting.com/SYK2025. 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.

How Can I Submit a Question for the Annual Meeting?

By accessingwww.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 2024 Annual Report on Form 10-K. Shareholders also may submit questions in writing on the day of or during the annual meeting atwww.virtualshareholdermeeting.com/SYK2025. 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 atwww.proxymaterials.stryker.com. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

What if I Need Technical Assistance?

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

Disclaimer

Stryker Corporation published this content on March 25, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 25, 2025 at 20:23:27.525.