STRYKER CORP

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 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.

*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

Director Nominee Demographics

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’ 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.

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 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.

Executive Compensation Philosophy

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.

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 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.

Financial Performance

(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