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STRYKER CORP

For the period ended May 6, 2026. Filed Mar 23, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2026 · Filed Mar 23, 2026

SYK$325.87-2.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

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 6, 2026 at 12:00 p.m. Eastern Time. This year’s annual meeting will be held virtually via the internet. See page 5 for information on how to attend the meeting.

Shareholder Voting Matters
MatterBoard Vote RecommendationSee Page
Management Proposals
Proposal 1 — Election of DirectorsFor each nominee7
Proposal 2 — Ratify Appointment of Independent Registered Public Accounting FirmFor11
Proposal 3 — Advisory Vote to Approve Named Executive Officer CompensationFor12
Our Director Nominees and Board Characteristics
NameAge*Director SinceIndependentCommittee Membership(3)
Mary K. Brainerd722017YesComp&HC, G&N (Chair)
Giovanni Caforio, M.D.612020YesComp&HC (Chair), G&N
Kevin A. Lobo(1)602012No
Emmanuel P. Maceda632025YesComp&HC, G&N
Sherilyn S. McCoy(2)672018YesComp&HC, G&N
Rachel M. Ruggeri562024YesAudit
Andrew K. Silvernail552013YesAudit (Chair)
Lisa M. Skeete Tatum582020YesAudit
Ronda E. Stryker711984YesG&N
Rajeev Suri582018YesAudit

*Age is as of the date of the 2026 Annual Meeting

(1) Chair of the Board and Chief Executive Officer

(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.

BrainerdCaforioLoboMacedaMcCoyRuggeriSilvernailSkeete TatumStrykerSuri
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••••••••••
Corporate Responsibility and Sustainability••••
Legal/Risk Management/Governance••

Corporate Governance Practices

Stryker Corporation (the "Company" or "Stryker") is committed to exercising good corporate governance. Our policies and practices in

this regard include the following:

All directors elected annually.

Majority voting in uncontested elections, coupled with a resignation policy.

Robust Lead Independent Director position with clearly defined duties and significant responsibilities related to Board functioning,

leadership and governance.

All directors are independent other than the Chair and Chief Executive Officer.

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.

Regular Board refreshment, including the appointment of two new independent directors in the last two years.

Annual Board and Committee self-evaluations.

Annual independent director evaluation of the Chair and Chief Executive Officer.

All directors are in compliance with the overboarding policy set forth in our Corporate Governance Guidelines.

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 regular presentations to the Governance and Nominating Committee.

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 generally 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 2025, the value of the variable performance and stock-based compensation for our

Named Executive Officers ("NEOs") that received a grant of stock awards in 2025 averaged 87% 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 2025 resulted in an approximately 92% 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 SalesNet Earnings
$ in billions$ per diluted share
Adjusted Net Earnings(1)Dividends Paid
$ per diluted share$ per share of common stock
Financial Overview
(in millions, except per share amounts)20252024% Change
Net sales$25,116$22,59511.2
Earnings before income taxes4,5143,49229.3
Income taxes1,268499154.1
Net earnings3,2462,9938.5
Adjusted net earnings(1)5,2674,70012.1
Net earnings per diluted share of common stock:
Reported8.407.768.2
Adjusted(1)13.6312.1911.8
Dividends paid per share of common stock3.363.205.0
Cash, cash equivalents, and marketable securities4,1003,7439.5

(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

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.