Stryker Corp. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: SYK · Form: DEF 14A · Filed: 2024-03-26T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Stryker Corp, Executive Compensation, Equity Awards

TL;DR

<b>Stryker Corp. has filed its Definitive Proxy Statement detailing executive compensation and equity awards for the 2023 fiscal year.</b>

AI Summary

STRYKER CORP (SYK) filed a Proxy Statement (DEF 14A) with the SEC on March 26, 2024. Stryker Corp. filed a Definitive Proxy Statement (DEF 14A) on March 26, 2024. The filing covers the fiscal year ending December 31, 2023. It includes details on equity awards granted and vested for both PEO and Non-PEO members across multiple years. The company's principal executive offices are located at 2825 Airview Blvd, Kalamazoo, MI 49002. The filing is for the 2024 Annual Meeting, with a report period ending May 9, 2024.

Why It Matters

For investors and stakeholders tracking STRYKER CORP, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, equity awards, and corporate governance matters ahead of the annual meeting, enabling informed voting decisions. The detailed breakdown of equity awards granted, vested, and unvested for both executive and non-executive personnel offers transparency into the company's incentive structures and long-term alignment with shareholder interests.

Risk Assessment

Risk Level: — STRYKER CORP shows moderate risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

Analyst Insight

Review the executive compensation details and equity award structures to understand management's incentives and potential future dilution.

Key Numbers

Key Players & Entities

FAQ

When did STRYKER CORP file this DEF 14A?

STRYKER CORP filed this Proxy Statement (DEF 14A) with the SEC on March 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by STRYKER CORP (SYK).

Where can I read the original DEF 14A filing from STRYKER CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by STRYKER CORP.

What are the key takeaways from STRYKER CORP's DEF 14A?

STRYKER CORP filed this DEF 14A on March 26, 2024. Key takeaways: Stryker Corp. filed a Definitive Proxy Statement (DEF 14A) on March 26, 2024.. The filing covers the fiscal year ending December 31, 2023.. It includes details on equity awards granted and vested for both PEO and Non-PEO members across multiple years..

Is STRYKER CORP a risky investment based on this filing?

Based on this DEF 14A, STRYKER CORP presents a moderate-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

What should investors do after reading STRYKER CORP's DEF 14A?

Review the executive compensation details and equity award structures to understand management's incentives and potential future dilution. The overall sentiment from this filing is neutral.

How does STRYKER CORP compare to its industry peers?

Stryker Corporation operates in the medical technology industry, focusing on orthopedic implants, surgical equipment, and neurotechnology and spine products.

Are there regulatory concerns for STRYKER CORP?

This filing is a DEF 14A, a Definitive Proxy Statement required by the SEC for public companies to solicit proxies from shareholders for annual or special meetings.

Industry Context

Stryker Corporation operates in the medical technology industry, focusing on orthopedic implants, surgical equipment, and neurotechnology and spine products.

Regulatory Implications

This filing is a DEF 14A, a Definitive Proxy Statement required by the SEC for public companies to solicit proxies from shareholders for annual or special meetings.

What Investors Should Do

  1. Analyze the detailed breakdown of equity awards granted, vested, and unvested for PEO and Non-PEO members for 2023.
  2. Review any proposals being put forth for shareholder vote at the 2024 Annual Meeting.
  3. Examine the compensation committee report and executive compensation tables for insights into pay-for-performance alignment.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure for annual meetings and does not represent a change from previous filings in terms of format or purpose, but provides updated data for the 2023 fiscal year.

Filing Stats: 4,490 words · 18 min read · ~15 pages · Grade level 13.7 · Accepted 2024-03-26 14:41:18

Key Financial Figures

Filing Documents

Executive Compensation Philosophy

Executive Compensation Philosophy 3

Executive Compensation Practices

Executive Compensation Practices 4 Financial Performance 5 General Information 6 Who Is Entitled to Vote? 6 How Do I Vote? 6 May I Change My Mind after Submitting a Proxy? 6 What are Broker Non-Votes? 6 What is the Required Vote? 6 How Can I Attend the Annual Meeting? 6 How Can I Submit a Question for the Annual Meeting? 6 What if I Need Technical Assistance? 6 Can I Vote During the Annual Meeting? 7 Will a Replay of the Annual Meeting be Available? 7 Can I Access These Proxy Materials on the Internet? 7 References to Stryker Websites 7 Cautionary Note Regarding Forward Looking Statements 7 Management Proposals 8 Proposal 1 — Election of Directors 8 Proposal 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm 11 Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation 12 Shareholder Proposals 13 Proposal 4 — Transparency in Political Spending 13 Stock Ownership 15 Principal Shareholders 15

Security Ownership of Directors, New Director Nominee and Executive Officers

Security Ownership of Directors, New Director Nominee and Executive Officers 16 Corporate Governance 17 Board's Role in Strategic Planning and Risk Oversight 17 Independent Directors 17 Board Committees 17 Compensation Risks 19 Board Leadership Structure 19 Executive Sessions of Independent Directors 19 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

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

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 Householding 46 Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure A-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 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. 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 Our Director Nominees and Board Characteristics Name Age* Director Since Independent Committee Memb

Executive Compensation Philosophy

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. 3 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 regardin

Executive Compensation Practices

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. 4 Financial Performance Net Sales Net 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) 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 ______________ (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. 5 GENERAL INFORMATION We are providing these proxy materials in connection with the solicitation by

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