Document

DEF 14A 1 syk2022proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement


o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


x			Definitive Proxy Statement


o			Definitive Additional Materials


o			Soliciting Material Pursuant to §240.14a-12



STRYKER CORPORATION
(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required


o			Fee paid previously with preliminary materials


o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11

2825 Airview Boulevard

Kalamazoo, MI 49002

Notice of 2022 Annual Meeting of Shareholders of Stryker Corporation

Date: May 4, 2022

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

Place: Due to concerns regarding the coronavirus ("COVID-19") and to assist in protecting the health and well-being of our shareholders and employees, this year’s annual meeting of shareholders of Stryker Corporation will be held virtually via the internet. Shareholders will be able to listen, vote and submit questions regardless of location via the internet at www.virtualshareholdermeeting.com/SYK2022 by 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. We designed the format of this year's annual meeting to ensure that our shareholders who attend the annual meeting virtually will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

Items of Business:

•Elect ten directors;

•Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022;

•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 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. Please note that this year’s annual meeting will be held virtually via the internet only. 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, 2021 is enclosed.

Only shareholders of record on March 7, 2022 may vote at the meeting.

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


						Sean C. Etheridge
						Vice President, Corporate Secretary
March 23, 2022

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING ON MAY 4, 2022.

This Proxy Statement, our 2021 Annual Report on Form 10-K and a link to the means to vote by internet are available at www.proxymaterials.stryker.com.

TABLE OF CONTENTS


Section			Page
Proxy Statement Summary			1
Meeting Information			1
Shareholder Voting Matters			1
Our Director Nominees and Board Characteristics			1
Director Nominee Demographics			2
Corporate Governance Practices			2
Executive Compensation Philosophy			3
Executive Compensation Practices			3
Financial Performance			4
General Information			5
Who Is Entitled to Vote?			5
How Do I Vote?			5
May I Change My Mind after Submitting a Proxy?			5
What are Broker Non-Votes?			5
What is the Required Vote?			5
How Can I Attend the Annual Meeting?			5
How Can I Submit a Question for the Annual Meeting?			5
What if I Need Technical Assistance?			5
Can I Vote During the Annual Meeting?			6
Will a Replay of the Annual Meeting be Available?			6
Can I Access These Proxy Materials on the Internet?			6
References to Stryker Websites			6
Management Proposals			7
Proposal 1 — Election of Directors			7
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 — Amend Proxy Access Terms			13
Stock Ownership			15
Principal Shareholders			15
Security Ownership of Directors 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 / Code of Ethics			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
2021 Compensation Decisions			23
2021 Compensation Elements			24
Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements			30
Equity Plans and Equity-Based Compensation Award Granting Policy			30
Executive and Non-Employee Director Stock Ownership Guidelines			31
Prohibition of Hedging and Pledging Transactions			31
Recoupment Policy			31
Employment Agreements and Severance Policy			31
Company Tax and Accounting Issues			31
2022 Compensation Decisions			32
Compensation Committee Report			32
Executive Compensation			33
Summary Compensation Table			33
2021 Grants of Plan-Based Awards			34
Outstanding Equity Awards at 2021 Fiscal Year-End			35
2021 Option Exercises and Stock Vested			37
2021 Pension Benefits			37
2021 Nonqualified Deferred Compensation			37
Potential Payments upon Termination or Change in Control			38
Ratio of 2021 Compensation of the Chief Executive Officer to that of the Median Employee			39
Compensation of Directors			40
Audit Committee Report			41
Additional Information			42
Proposals for Inclusion in our 2023 Proxy Materials			42
Director Nominations for Inclusion in our 2023 Proxy Materials (Proxy Access)			42
Other Proposals or Nominations to be Brought Before our 2023 Annual Meeting			42
Delinquent Section 16(a) Reports			42
Other Matters			42
Expenses of Solicitation			42
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 4, 2022 at 9:30 a.m., Eastern Time. Please note that, due to COVID-19 and public health concerns, this year’s annual meeting will be held virtually via the internet rather than in person. See page 5 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	7
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 — Amend Proxy Access Terms	Against	13

Our Director Nominees and Board Characteristics

Name

Age*

Director Since

Independent

Committee Membership(3)

Mary K. Brainerd

2017

Yes

Comp, G&N

Giovanni Caforio, M.D.

2020

Yes

Comp, G&N

Srikant M. Datar, Ph.D.

2009

Yes

Audit

Allan C. Golston(1)

2011

Yes

Comp (Chair), G&N

Kevin A. Lobo(2)

2012

Sherilyn S. McCoy

2018

Yes

G&N (Chair), Comp

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 2022 Annual Meeting

(1) Lead Independent Director

(2) Chair of the Board, Chief Executive Officer and President

(3) Audit = Audit Committee, Comp = Compensation Committee, G&N = Governance and Nominating Committee

Director Nominee Demographics

Brainerd

Caforio

Datar

Golston

Lobo

McCoy

Silvernail

Skeete

Tatum

Stryker

Suri

Racially/Ethnically Diverse

•

Born Outside U.S.

•

Male

•

Female

•

Years of Service

Average Director Tenure: 10 years

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 quarterly presentations to directors.

•No use of corporate funds for political contributions and careful oversight of lobbying activities.

•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 2021, the value of the variable performance and stock-based compensation for our Named Executive Officers ("NEOs") averaged 88% 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.

•We hold an annual advisory vote regarding NEO compensation, which in 2021 resulted in an approximately 95% 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 Committee retains an independent compensation consultant that reports solely to the Compensation 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


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)	2021	2020	% Change

Net sales	$17,108	$14,351	19.2
Earnings before income taxes	2,281	1,954	16.7
Income taxes	287	355	(19.2)
Net earnings	1,994	1,599	24.7
Adjusted net earnings(1)	3,474	2,827	22.9

Net earnings per diluted share of common stock:
Reported	5.21	4.20	24.0
Adjusted(1)	9.09	7.43	22.3

Dividends paid per share of common stock	2.52	2.30	9.6
Cash, cash equivalents, and marketable securities	3,019	3,024	(0.2)

______________

(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 4, 2022 and at any adjournment or postponement of the meeting. The solicitation will begin on or about March 23, 2022.


Who Is Entitled to Vote?

At the close of business on March 7, 2022, the record date for the meeting, 377,700,065 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.

•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 3, 2022.

You may also vote during the annual meeting via the internet at www.virtualshareholdermeeting.com/SYK2022. 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 2825 Airview Boulevard, Kalamazoo, 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 2022).


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 at the meeting. 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 virtual annual meeting, log in at
www.virtualshareholdermeeting.com/SYK2022. 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. 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 virtual 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 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 2021 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/SYK2022. 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.


What if I Need Technical Assistance?

During the registration period, which begins 30 minutes prior to the start of the virtual 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 at:

844-986-0822 (U.S. Domestic Toll Free)

303-562-9302 (International)


Can I Vote During the Annual Meeting?

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 accompanied 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.


Will a Replay of the Annual Meeting be Available?

A replay of the annual meeting will be made publicly available beginning 24 hours after the meeting at
www.virtualshareholdermeeting.com/SYK2022 until the definitive proxy statement for our 2023 annual meeting of shareholders is filed with the United States Securities and Exchange Commission ("SEC").


Can I Access These Proxy Materials on the Internet?

This Proxy Statement, our 2021 Annual Report on Form 10-K and a link to the means to vote by internet are available at www.proxymaterials.stryker.com.


References to Stryker Websites

References to Stryker websites are for informational purposes only and are not intended to incorporate the linked contents into this Proxy Statement.

MANAGEMENT PROPOSALS

Proposal 1 — Election of Directors

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. 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 to 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.


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) Key Skills and Experience •Healthcare Industry •Hospital / Payor •Finance Other Affiliations •Director, Bremer Financial Corporation •Director, Securian Financial •Vice Chair, American Public Media Group •Director, The Opus Group




Director Since: 2017
Age: 68

Board Committees
Compensation Committee Governance and Nominating Committee



Giovanni Caforio, M.D.
						Experience
						•Chief Executive Officer, Bristol-Myers Squibb (2015-present); Chairman of the Board (2017-present) •Various leadership roles with Bristol Myers Squibb (2000-2015) Key Skills and Experience •Public Company CEO •Healthcare Industry •International •Finance Other Affiliations •Chairman, Governance and Compensation Committee, Pharmaceutical Research and Manufacturers of America •Member, Business Roundtable •Member, CEO Roundtable on Cancer




Director Since: 2020
Age: 57

Board Committees
Compensation Committee Governance and Nominating Committee


Srikant M. Datar, Ph.D.
						Experience
						•Dean, Harvard Business School, and George F. Baker Professor of Administration (January 2021-present) •Arthur Lowes Dickinson Professor, Graduate School of Business Administration, Harvard University (1996-2020) Key Skills and Experience •Finance •Technology / Digital •International Other Affiliations •Director, ICF International •Director, T-Mobile US, Inc.




Director Since: 2009
Age: 68

Board Committees
Audit Committee



Allan C. Golston, Lead Independent Director
						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) Key Skills and Experience •Finance •Hospital / Payor •Corporate Responsibility •International Other Affiliations •Director, Harley-Davidson, Inc.




Director Since: 2011
Age: 55

Board Committees
Compensation Committee Governance and Nominating Committee



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) Key Skills and Experience •Public Company CEO •Healthcare Industry •International •Finance Other Affiliations •Director, The Advanced Medical Technology Association (AdvaMed) •Director, Parker-Hannifin Corporation •Member, Business Roundtable




Director Since: 2012
Age: 56


Sherilyn S. McCoy
						Experience
						•Chief Executive Officer and Director, Avon Products, Inc. (2012-2018) •Various leadership roles with Johnson & Johnson (1982-2012) Key Skills and Experience •Public Company CEO •Healthcare Industry •International Other Affiliations •Director, AstraZeneca plc •Director, Kimberly-Clark •Director, Novocure




Director Since: 2018
Age: 63

Board Committees
Compensation Committee Governance and Nominating Committee



Andrew K. Silvernail
						Experience
						•Chairman, President and Chief Executive Officer, Madison Industries (January 2021 - December 2021) •Chairman, President and Chief Executive Officer, IDEX Corporation (2011-2020); Vice President, Group Executive (2009-2011) Key Skills and Experience •Public Company CEO •Finance •International Other Affiliations •Trustee, Manufacturers Alliance for Productivity and Innovation (MAPI) •Member, Board of Advisors, Thayer School of Engineering, Dartmouth College •Director, Boys & Girls Club of Lake County




Director Since: 2013
Age: 51

Board Committees
Audit Committee



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) Key Skills and Experience •Healthcare Industry •Technology / Digital •Finance Other Affiliations •Board Member, Union Square Hospitality Group •Director, USHG Acquisition Corporation •Director, World 50, Inc. •Trustee Emeritus, Cornell University




Director Since: 2020
Age: 54

Board Committees
Audit Committee


Ronda E. Stryker
						Experience
						•Director of Stryker Corporation for over 35 years •Vice Chair and Director, Greenleaf Trust (1988-present) Key Skills and Experience •Healthcare Industry •Corporate Responsibility •Largest individual shareholder and a member of the founding family Other Affiliations •Vice Chair, Spelman College •Member, Harvard Medical School Board of Fellows




Director Since: 1984
Age: 67

Board Committees
Governance and Nominating Committee



Rajeev Suri
						Experience
						•Chief Executive Officer, Inmarsat (2021-present) •President and Chief Executive Officer, Nokia (2014-2020); Chief Executive Officer, Nokia Solutions and Networks (2009-2014) •Various leadership roles with Nokia (1995-2009) Key Skills and Experience •Public Company CEO •Finance •International •Technology / Digital Other Affiliations •Director, Singtel




Director Since: 2018
Age: 54

Board Committees
Audit Committee

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

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 2018, included a meeting between the Chair of the Audit Committee and the candidate recommended by Ernst & Young LLP for the role, 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 2022 meeting, the Audit Committee appointed Ernst & Young LLP to serve as our independent registered public accounting firm for 2022, 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 2022 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 2022. 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.

Fees and Services

The fees (amounts in $) billed by Ernst & Young LLP with respect to the years ended December 31, 2021 and 2020 were as follows:

Audit Fees includes amounts billed for the annual audit of our annual Consolidated Financial Statements, the audit of internal control over financial reporting, the review of the Consolidated Financial Statements included in the quarterly reports on Form 10-Q filed by us during each year, the completion of statutory audits required in certain foreign jurisdictions and consultations concerning accounting matters associated with the annual audit. Audit-Related Fees includes amounts billed for debt offering procedures and audits of our employee benefit plans. Tax Compliance Fees includes amounts for tax compliance services. Other Tax Fees includes amounts for tax advice and tax planning services. We expect that Ernst & Young LLP will provide non-audit services of a similar nature during 2022.

Under its charter, the Audit Committee must pre-approve all audit and non-audit services performed by Ernst & Young LLP, other than non-audit services that satisfy a de minimis exception provided by applicable law, and is ultimately responsible for the determination of the audit fees to be paid to Ernst & Young LLP. In the event we wish to engage Ernst & Young LLP to perform non-audit services, management prepares a summary of the proposed engagement, detailing the nature of the engagement and cost of the engagement. At the Audit Committee's February meeting, certain recurring non-audit services and the proposed fees are reviewed and evaluated. At subsequent meetings, management may present additional services for approval. The Audit Committee has delegated to the Chair or, in the Chair's absence, any other member of the Audit Committee the authority to evaluate and approve projects and related fees if circumstances require approval between meetings of the Audit Committee. Any such approval is reported to the full Audit Committee at its next meeting. In connection with its review and evaluation of non-audit services, the Audit Committee is required to and does consider and conclude that the provision of the non-audit services is compatible with maintaining the independence of Ernst & Young LLP.

Vote Required

The affirmative vote of a majority of the votes cast at the annual meeting on Proposal 2 is required for ratification. The Board recommends that shareholders vote FOR ratification of the appointment of Ernst & Young LLP as our Company's independent registered public accounting firm for 2022.

Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation

As described under "Compensation Discussion and Analysis" beginning on page 21, our objective in setting executive compensation is to provide a total compensation package that allows us to continue to attract, motivate and retain talented executives who drive our Company's success while aligning compensation with the interests of our shareholders and the achievement of our key business objectives. Consistent with this philosophy, a significant percentage of the total compensation opportunity for each of our NEOs is based on measurable corporate financial performance and on the performance of our shares on a long-term basis.

Shareholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation policies and procedures implement our compensation philosophy, as well as the "Summary Compensation Table" and other related compensation tables and narrative disclosure under "Executive Compensation" beginning on page 33 that describe the compensation of our NEOs during each of the last three fiscal years or such shorter number of years that each of them was an NEO. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our shareholders are entitled to an advisory vote to approve the compensation of our named executive officers. This advisory vote is commonly referred to as a "say-on-pay" advisory vote. Pursuant to a policy we adopted in 2011 and reaffirmed in 2017, we provide our shareholders with the opportunity to vote on a "say-on-pay" advisory vote at each annual meeting. Accordingly, in compliance with these requirements and as a matter of good corporate governance, we are asking shareholders to approve the following resolution at our annual meeting:

RESOLVED, that the shareholders of Stryker Corporation (the "Corporation") approve, on an advisory basis, the compensation of the Corporation's named executive officers as disclosed in the Corporation's Proxy Statement for this annual meeting pursuant to the rules of the Securities and Exchange Commission, including "Compensation Discussion and Analysis," the "Summary Compensation Table" and the compensation tables and narrative disclosure under "Executive Compensation."

This advisory vote is non-binding. Although non-binding, the Compensation Committee and the Board will review the results of the vote and take them into account in future determinations concerning our executive compensation program. The Board recommends that shareholders vote FOR the resolution set forth in Proposal 3.

SHAREHOLDER PROPOSALS

Proposal 4 — Amend Proxy Access Terms

Myra K. Young, who has indicated she is a beneficial owner of no less than $2,000 in market value of shares of the Company's common stock, has notified the Company of her intention to present the following proposal at the Annual Meeting. The address of, and number of shares held by, the proponent will be furnished upon oral or written request made to the Company.

Shareholder Proposal and Statement of Support:

ITEM 4 – Shareholder Proxy Access

Resolved: Shareholders of Stryker Corporation (“Company”) request that our board of directors take the steps necessary to enable shareholders, without limits on group size, to aggregate their shares to equal 3% of our stock owned continuously for 3-years to enable shareholder proxy access with the following essential provisions:

Nominating shareholders and unlimited groups of shareholders must have owned at least 3% of the outstanding shares of common stock of the Company continuously for a period of at least 3-years. Such shareholders shall be entitled to nominate a total of 25% of the number of authorized directors rounded down to the nearest whole number.

The most essential feature requested is that shareholders forming a nominating group not be limited with regard to the number in a participating group.

Supporting Statement: Proxy access enables shareholders to put competing director candidates on the company ballot to see if they can get more votes than some of management's director candidates. A competitive election is good for everyone. Even if never used, this proposal helps ensure our board will nominate directors with outstanding qualifications to avoid giving shareholders a reason to exercise access rights.

Proxy Access in the United States: Revisiting the Proposed SEC Rule,[1] a cost-benefit analysis by CFA Institute, found proxy access would "benefit both the markets and corporate boardrooms, with little cost or disruption," raising US market capitalization by up to $140.3 billion. Governance Changes through Shareholder Initiatives: The Case of Proxy Access[2] found a 0.5 percent average increase in shareholder value for proxy access targeted firms.

Proxy access has been adopted by major companies, including 78% of the S&P 500. Adoption of this proposal will make our Company more competitive in its corporate governance. Two of our largest shareholders, BlackRock and Vanguard, voted in favor of 87% and 91% of shareholder proposals respectively to establish proxy access during the last 3.5 years.

Adding urgency to this proposal is a recent study finding directors generally do not want to monitor and are not sure they can do so effectively.[3] Corporate governance expert Nell Minow offered the following remarks: "Usually directors at least pretend to acknowledge their legal obligation to provide oversight of CEOs on behalf of shareholders." "This acknowledgment that directors see themselves as corporate cheerleaders instead of skeptics whose job is to push back, question, and insist on better is further proof that shareholders will need to support more Engine No. 1-style challenges."[4]

Eliminating group limits would allow employee shareholders with small holdings to join in nominating groups, opening communication channels between our Board and workers. Proxy access directors nominated by such groups would be able to more effectively monitor than typical outside directors and would bring a host of additional benefits.[5]

Enhance Shareholder Value, Vote FOR

Shareholder Proxy Access – Proposal 4

[1] https://www.cfainstitute.org/-/media/documents/article/position-paper/proxy-access-in-united-states-revisiting-proposed-sec-rule.ashx

[2] https://ssrn.com/abstract=2635695

[3] https://corpgov.law.harvard.edu/2021/09/02/corporate-directors-implicit-theories-of-the-roles-and-duties-of-boards/

[4] https://valueedgeadvisors.com/2021/09/02/corporate-directors-say-its-not-their-job-to-monitor-ceo-study-bloomberg/

[5] https://www.aspeninstitute.org/publications/new-corporate-boardroom/

The Company's Statement in Opposition to Proposal 4:

The Board recommends that shareholders vote AGAINST Proposal 4, as the Board adopted a proxy access bylaw in July 2019 and believes the proposal is unnecessary and not in the best interests of the shareholders. Stryker’s proxy access bylaw already provides shareholders with a meaningful role in the nomination and election of directors and continues to align with current market practice.

The Company’s proxy access provisions are consistent with current market standards and best practices.

Under our existing proxy access bylaw, adopted in July 2019, a shareholder or group of up to and including 20 shareholders who own at least 3% of the Company’s outstanding common stock continuously for three years, may nominate candidates representing up to the greater of two individuals or 20% of the Board, and include those nominees in the Company’s proxy materials, provided that the shareholders and the nominees satisfy the requirements specified in the Bylaws. Prior to adopting our proxy access bylaw, the Board carefully evaluated various terms concerning ownership thresholds, holding periods, the cap on board seats and aggregation limits among other factors. In addition, the Board considered existing shareholder rights, investors’ views, other companies’ proxy access bylaws and the Company’s institutional investor profile. The terms of our proxy access bylaw remain consistent with the vast majority of proxy access bylaws adopted to date, and the 20-shareholder aggregation limit has been adopted by more than 90% of the companies with proxy access.

Our proxy access bylaw strikes the appropriate balance between promoting shareholder rights and protecting the interests of all shareholders.

Based on the Board’s assessment of the factors detailed above and our ongoing shareholder engagement, we continue to believe that our current form of proxy access, including the group aggregation limit of 20 shareholders, reflects best practice and strikes the appropriate balance between enhancing shareholder rights and protecting the interests of all of our shareholders.

When a group of shareholders submits a director nominee under the proxy access provision, the Company is responsible for verifying that each shareholder in the group has met and will continue to meet all procedural requirements under the proxy access provision through the annual meeting. The aggregation limit, set at the reasonable market standard of 20 shareholders, helps ensure that the Company will not be overburdened by the administrative review and confirmation process for a potentially large number of shareholders. Undertaking this process for a large group of shareholders likely would cost the Company significant time and resources, diverting management attention away from primary business functions and impeding the exercise of proxy rights by other shareholders.

The Company has demonstrated an ongoing commitment to corporate governance best practices.

The Board has carefully considered evolving corporate governance practices and has adopted policies and practices that ensure shareholders have significant rights and protections. In this respect, our corporate governance program includes the following best practices:

•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 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 SEC rules.

•Annual Board and Committee self-evaluations.

•Annual independent director evaluation of the Chief Executive Officer.

•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 quarterly presentations to directors.

•No use of corporate funds for political contributions and careful oversight of lobbying activities.

•No "poison pill" takeover defense plan.

•Proxy access right for shareholders.

•Shareholders' right to call special shareholder meetings.

The Company has a proxy access bylaw that strikes the appropriate balance between enhancing shareholder rights and protecting and serving the best interests of all of our shareholders. The Company also has consistently demonstrated responsiveness to shareholders and maintains best practice corporate governance policies and practices. Accordingly, the modification requested by the proposal to our existing proxy access bylaw would not enhance shareholder value and is not in the best interests of the Company and all of its shareholders.

Recommendation of the Board:

For the foregoing reasons, the Board recommends that shareholders vote AGAINST Proposal 4. As with all proposals, if the proposal is not properly presented by the proponent at the Annual Meeting, it will not be voted upon.

STOCK OWNERSHIP


Principal Shareholders

The following table sets forth certain information with respect to beneficial ownership of Common Stock by the only persons known by us to be the beneficial owners of more than 5% of our Common Stock.


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (#)	Percentage of Class (%)
The Vanguard Group, Inc.	28,652,681(1)	7.6
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
BlackRock, Inc.	23,860,749(2)	6.3
55 East 52nd Street
New York, New York 10055
Ronda E. Stryker	22,068,100(3)	5.8
c/o Greenleaf Trust
211 South Rose Street
Kalamazoo, Michigan 49007
T. Rowe Price Associates, Inc.	21,156,776(4)	5.5
100 E. Pratt Street
Baltimore, Maryland 21202
Greenleaf Trust	20,452,972(5)	5.4
211 South Rose Street
Kalamazoo, Michigan 49007
John W. Brown	20,056,245(6)	5.3
3060 Peachtree Road, NW
Atlanta, Georgia 30305

______________

(1) This information is based solely on information as of December 31, 2021 contained in a filing with the SEC on February 10, 2022. The Vanguard Group, Inc. has shared voting power with respect to 552,686 shares, sole dispositive power with respect to 27,267,033 shares and shared dispositive power with respect to 1,385,648 shares.

(2) This information is based solely on information as of December 31, 2021 contained in a filing with the SEC on February 7, 2022. BlackRock, Inc. has sole voting power with respect to 21,033,069 shares and sole dispositive power with respect to 23,860,749 shares.

(3) This information is based solely on information as of January 31, 2022 provided by Ms. Ronda E. Stryker. The shares of Common Stock shown as beneficially owned by Ms. Stryker include 26,790 shares that she has the right to acquire within 60 days of January 31, 2022 upon exercise of stock options and vesting of restricted stock units. Ms. Stryker has sole voting and dispositive power with respect to 5,989,809 of the shares of Common Stock shown as beneficially owned by her, sole voting and shared dispositive power with respect to 169,931 shares, no voting and shared dispositive power with respect to 37,600 shares and shared voting and dispositive power with respect to the remaining 15,843,970 shares. As a result of certain rights that she has under the terms of the L. Lee Stryker Trust established on September 10, 1974 for the benefit of members of the Stryker Family (the "Stryker Family Trust"), Ms. Stryker may be deemed to share voting power and dispositive power with respect to 15,843,970 shares with Greenleaf Trust, the trustee of a subtrust for her benefit under the Stryker Family Trust. See note (5) below.

(4) This information is based solely on information as of December 31, 2021 contained in a filing with the SEC on February 14, 2022. T. Rowe Price Associates, Inc. has sole voting power with respect to 8,860,535 shares and sole dispositive power with respect to all shares.

(5) This information is based solely on information as of December 31, 2021 contained in a filing with the SEC on February 11, 2022. Greenleaf Trust holds these securities in a fiduciary capacity on behalf of various trusts and investment management customers, some of whom have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of Common Stock. Greenleaf Trust has sole voting power with respect to 114,316 shares, shared voting power with respect to 20,338,656 shares, sole dispositive power with respect to 110,066 shares and shared dispositive power with respect to 20,342,906 shares. See note (3) above regarding the shared voting power and dispositive power with respect to 15,843,970 shares of Common Stock held by a subtrust for the benefit of Ronda E. Stryker under the terms of the Stryker Family Trust.

(6) This information is based solely on information as of December 31, 2021 provided by Mr. John W. Brown as contained in a filing with the SEC on February 9, 2021. Mr. Brown has sole voting and dispositive power with respect to 19,796,245 shares of Common Stock shown as beneficially owned by him and shared voting and dispositive power with respect to 260,000 shares.


Security Ownership of Directors and Executive Officers

The following table sets forth certain information about the ownership of Common Stock as of January 31, 2022 by our current directors, the executive officers identified as our NEOs in the "Compensation Discussion and Analysis" section beginning on page 21 and the persons who were our executive officers and directors as of December 31, 2021 as a group.


	Number of Shares Owned (#)(2)	Right to Acquire (#)(3)	Total (#)(6)	Percentage of Outstanding Shares (%)
Directors:
Mary K. Brainerd	3,576	2,404	5,980	*
Giovanni Caforio, M.D.	—	316(4)	316(4)	*
Srikant M. Datar, Ph.D.	29,002	19,845	48,847	*
Allan C. Golston	10,018	16,325(5)	26,343(5)	*
Kevin A. Lobo	64,654	1,227,668	1,292,322	*
Sherilyn S. McCoy	—	1,985(4,5)	1,985(4,5)	*
Andrew K. Silvernail	1,902	19,994(4)	21,896(4)	*
Lisa M. Skeete Tatum	—	991(4)	991(4)	*
Ronda E. Stryker	22,041,310	26,790(5)	22,068,100(5)	5.8
Rajeev Suri	2,976	—	2,976	*
Named Executive Officers(1):
Glenn S. Boehnlein	14,542	210,559	225,101	*
J. Andrew Pierce	37,534	99,978	137,512	*
Spencer S. Stiles	29,049	101,598	130,647	*
Viju S. Menon	6,538	63,750	70,288	*
Timothy J. Scannell	266,071	243,716	509,787	*
Executive officers and directors as a group (19 persons)	22,540,585	2,179,102	24,719,687	6.5

______________

* Less than 1%.

(1) Other than Kevin A. Lobo, who is also a director.

(2) Excludes shares that may be acquired within 60 days after January 31, 2022 upon exercise of options and vesting of shares underlying restricted stock units or performance stock units.

(3) Includes shares that may be acquired within 60 days after January 31, 2022 upon exercise of options and vesting of shares underlying restricted stock units or performance stock units.

(4) Includes vested shares underlying restricted stock units for which the director has elected to delay delivery until departure from the Board.

(5) Excludes vested shares underlying restricted stock units for which the director has elected to delay delivery to a future date.

(6) Except for the shared beneficial ownership of shares of Common Stock by Dr. Datar (27,469 shares) and certain shares by Ms. Stryker (16,051,501 shares), such persons hold sole voting and dispositive power with respect to the shares shown in this column.

CORPORATE GOVERNANCE

We manage our business under the direction of our Board of Directors. The Board conducts its business through meetings of the Board and its committees. The Board has adopted Corporate Governance Guidelines that are available in the Corporate Governance area of the Investor section of our website at www.stryker.com/investors/governanceguidelines. During 2021, the Board held six meetings. Each director attended at least 75% of the total meetings of the Board and the committees on which he or she served in 2021. We expect our directors to attend the annual meeting of shareholders unless they have a schedule conflict or other valid reason. All members of the Board attended the 2021 annual meeting.


Board's Role in Strategic Planning and Risk Oversight

Our Board is responsible for directing and overseeing the management of the Company's business in the best interests of the shareholders and consistent with good corporate practice. The Board oversees strategic direction and priorities for the Company, approves the selection of the senior management team and monitors the Company's risk, performance and impact on its stakeholders. On an annual basis, the Board and management focus on the Company's overall strategic plan and direction and strategic risks, as well as the capital plan and budget for the next year. A fundamental part of setting the Company's business strategy is the assessment of the risks the Company faces and how they are managed. The Board assesses risks both through review and discussion by the full Board and by delegating risk oversight responsibilities to the Board committees, with the risk management program and certain key risks monitored at both the Board and committee levels and presented at least annually to the full Board. The Board and the Audit Committee and the Governance and Nominating Committee meet regularly throughout the year with our Group Presidents and our Finance, Information Security, Tax, Treasury, Internal Audit, Legal and Compliance management teams to assess the financial, legal/compliance, cybersecurity and operational/strategic risks throughout our businesses and review our insurance and other risk management programs and policies to enable the Board to exercise its ultimate oversight responsibility for the Company's risk management processes.


Independent Directors

Under the listing standards of the New York Stock Exchange ("NYSE"), a director is not independent unless the Board determines that he or she has no material relationship with Stryker, either directly or through any organization with which he or she is affiliated that has a relationship with Stryker. While the NYSE listing standards require that at least a majority of the directors be independent, our Corporate Governance Guidelines provide that at least two-thirds of the directors will be independent. The Board has determined that all of our current directors other than Mr. Lobo are independent under the NYSE listing standards. That determination was based on a review of the responses of the current directors to questions about employment history, affiliation and family and other relationships, and on discussions with the current directors. In the case of Ms. Stryker, the Board also considered that the Company spent $299,000 in 2021 on functions and meetings held at hotel, restaurant and entertainment properties in Kalamazoo, Michigan (principally the Radisson Plaza Hotel) that are owned by Greenleaf Hospitality and that Stryker also reimbursed employees for hotel, restaurant and other expenses incurred by them at such properties while they were in Kalamazoo for business meetings. Management of Stryker has been advised by Greenleaf Hospitality that Greenleaf Hospitality is 100% owned by Ms. Stryker's husband. The Board has determined that the relationship with Greenleaf Hospitality is not material under the circumstances, including the modest nature of the transactions compared to the total revenues of Stryker and Greenleaf Hospitality, the ordinary course status of the transactions and the arm's length nature of the transactions, including a Stryker discounted rate from Greenleaf Hospitality.


Board Committees

Our Board has three committees. The current membership, number of meetings held during 2021 and the function performed by each of these committees are described below. These committees act under written charters approved by the Board. The applicable committee and the Board review and reassess the charters annually.

No member of any committee is or ever has been an employee of the Company. The Board has determined that the members of the Audit, Compensation and Governance and Nominating Committees meet the independence standards for those committees within the meaning of the NYSE listing standards and applicable law and SEC regulations.

Audit Committee: Mr. Silvernail (Chair), Dr. Datar, Ms. Skeete Tatum and Mr. Suri currently are members of the Audit Committee, which met nine times during 2021. The Audit Committee, which is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, oversees the Company's financial reporting process on behalf of the Board. In addition, the Audit Committee has oversight responsibility with respect to compliance with legal and regulatory requirements related to financial reporting, auditing or accounting. The Committee also oversees the Company’s policies and practices with respect to risk assessment and risk management, including those related to cybersecurity, and, beginning in 2022, will receive at least three briefings a year from our global Chief Information Officer and Chief Information Security Officer on the Company's policies and practices with respect to cybersecurity risk assessment and risk management. The Audit Committee coordinates with the Governance and Nominating Committee with regard to matters of mutual interest within the context of each committee's responsibilities for compliance with legal and regulatory requirements, with the Audit Committee being responsible for compliance with financial laws and regulations (including financial reporting, auditing and accounting) and the Governance and Nominating Committee being responsible for compliance with non-financial laws and regulations. The Audit Committee meets with management and the Company's independent registered public accounting firm throughout the year and reports the results of its activities to the Board. Further information regarding the role of the Audit Committee is contained in its charter that is available in the Governance area of the Investor Relations section of our website at www.stryker.com/investors/auditcommitteecharter. For further information, see "Audit Committee Report" on page 41. The Board has determined that Dr. Datar and Mr. Silvernail are "audit committee financial experts" for purposes of applicable SEC rules.

Compensation Committee: Mr. Golston (Chair), Ms. Brainerd, Dr. Caforio and Ms. McCoy currently are members of the Compensation Committee, which met seven times during 2021. The purpose of the Compensation Committee is to assist the Board in discharging its

overall responsibilities relating to executive and stock-based compensation. The Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other members of our executive leadership team, evaluates their performance for the current year in light of those goals and establishes compensation levels, including annual salary and bonus targets. The Compensation Committee also administers and grants awards under the Company's equity-based compensation plans. Management provides recommendations to the Compensation Committee concerning salary, bonus potential and stock awards for members of our executive leadership team other than the Chief Executive Officer, whose pay recommendations are provided to the Compensation Committee by its independent compensation consultant. The Chief Executive Officer's compensation is subject to final approval by the independent members of the Board. The Compensation Committee also reviews the level and form of non-employee director compensation and makes recommendations to the full Board regarding any changes to such compensation as it deems appropriate. For further information, see the Compensation Committee's charter that is available in the Governance area of the Investor Relations section of our website at www.stryker.com/investors/compensationcommitteecharter and "Compensation Discussion and Analysis" beginning on page 21.

Our Compensation Committee has the authority to retain and terminate a compensation consulting firm to assist the Compensation Committee in the evaluation of executive and non-employee director compensation. Since October 2015, Semler Brossy Consulting Group, LLC ("Semler Brossy") has been engaged on an annual basis directly by the Compensation Committee as its executive compensation consultant to assist by:

•Providing information and education on executive and non-employee director compensation trends and developments and the implications for Stryker;

•Reviewing the competitiveness of our non-employee director compensation program;

•Reviewing the competitiveness of total compensation for the members of our executive leadership team;

•Providing recommendations for the compensation levels of our Chief Executive Officer;

•Reviewing and giving its opinion on management's recommendations for executive compensation and equity plan design and practices; and

•Participating in Compensation Committee meetings when requested by the Compensation Committee Chair.

The Compensation Committee has annually determined Semler Brossy to be independent from the Company and that no conflicts of interest existed. In reaching this conclusion, the Compensation Committee assessed Semler Brossy's independence, taking into consideration all relevant factors, including the compensation consultant independence factors set forth in the SEC rules and the NYSE listing standards and appropriate assurances provided by Semler Brossy regarding its independence. Additionally, Semler Brossy did not separately provide any advice or services to management or otherwise to the Company other than the services provided to the Compensation Committee.

Governance and Nominating Committee: Ms. McCoy (Chair), Ms. Brainerd, Dr. Caforio, Mr. Golston and Ms. Stryker currently serve on the Governance and Nominating Committee. The Governance and Nominating Committee, which met four times during 2021, makes recommendations to the Board regarding director nominations and committee assignments, oversees the evaluation of the Board and considers other matters relating to corporate governance. In addition, the Governance and Nominating Committee has oversight responsibility with respect to compliance with laws and regulations (other than laws and regulations related to financial reporting, auditing or accounting, which are the responsibility of the Audit Committee), regulatory affairs/quality assurance matters, and corporate responsibility matters, which encompass environmental, social and governance (ESG) related matters. The Governance and Nominating Committee coordinates with the Audit Committee with regard to matters of mutual interest within the context of each committee’s responsibilities for compliance with legal and regulatory requirements, with the Governance and Nominating Committee being responsible for oversight of the Company's compliance with non-financial laws and regulations and the Audit Committee being responsible for oversight of the Company's compliance with financial laws and regulations (including financial reporting, auditing and accounting). The Governance and Nominating Committee receives a report at least once a year from one or more senior executives, either individually or jointly, with responsibility for regulatory affairs and quality assurance, compliance and risk management on the status of the Company's compliance with relevant laws, regulations and internal procedures and on the key regulatory affairs and quality assurance, compliance, risk management and legal issues facing the Company, and may meet with such senior executives in executive session as the Governance and Nominating Committee deems appropriate. The Governance and Nominating Committee also receives a report at least annually from one or more senior executives, either individually or jointly, with responsibility for corporate responsibility matters and may meet with such senior executives in executive session as the Governance and Nominating Committee deems appropriate. For further information, see the charter of the Governance and Nominating Committee that is available in the Governance area of the Investor Relations page of our website at www.stryker.com/investors/governancenominatingcommitteecharter.

When seeking to identify an individual to become a director to fill a new position or vacancy, the Governance and Nominating Committee will consult with incumbent directors, management and others, including a professional search firm, and will review information obtained from a variety of sources. The Governance and Nominating Committee is committed to actively identifying, recruiting and advancing diverse candidates, including women and minority candidates, in any search process. The Governance and Nominating Committee will consider, among other factors, the background and reputation of potential candidates in terms of their character, personal and professional integrity, business and financial experience and acumen, experience in healthcare, corporate compliance or regulatory and governmental affairs, how a person would contribute to and strengthen the Board and complement the other directors in terms of expertise, diversity of viewpoint and opinion, professional experience, education and skills and a person's availability to devote sufficient time to Board duties. Shareholders may recommend director candidates for consideration by the Governance and Nominating Committee by writing to the Vice President, Corporate Secretary at 2825 Airview Boulevard, Kalamazoo, Michigan 49002, and giving the candidate's name, relationship, if any, to the shareholder making the recommendation, biographical data and qualifications. The submission should also include a statement from the candidate consenting to being considered and, if nominated and elected, to serving as a director.


Compensation Risks

Pay Governance LLC ("Pay Governance"), a consulting firm that was determined by the Compensation Committee to be independent using the factors discussed above with regard to Semler Brossy, conducted a risk assessment of our executive compensation program in 2019 that concluded that our executive compensation policies, practices and programs do not create risks that are reasonably likely to have a material adverse effect on Stryker. The Compensation Committee reviewed the Pay Governance report, discussed it with management at the time it was received and concurred with the report's conclusion.

In addition, Korn Ferry, a consulting firm that was determined by the Compensation Committee to be independent using the factors discussed above with regard to Semler Brossy, conducted a risk assessment of our sales compensation program in 2021 that concluded that our sales compensation policies, practices and programs do not create risks that are reasonably likely to have a material adverse effect on Stryker. The Compensation Committee reviewed the Korn Ferry report, discussed it with management at the time it was received and concurred with the report's conclusion.


Board Leadership Structure

The Board believes that it is important to retain flexibility to make the determination as to whether the interests of the Company and our shareholders are best served by having the same person serve as both Chief Executive Officer and Chair of the Board or whether the roles should be separated based on the circumstances at any given time. At different times in the past, both approaches have been used. The Board periodically reassesses the leadership structure of the Board and, after considering the pros and cons of the alternatives in light of the Company's operating and governance environment, has concluded that the most effective current leadership structure is for Mr. Lobo to serve in the combined role of Chair of the Board and Chief Executive Officer and have full responsibility for the day-to-day management of the Company. When the same person serves as Chief Executive Officer and Chair of the Board, we have a Lead Independent Director, designated by the other independent directors. That position, which is currently held by Mr. Golston, entails significant responsibility and opportunity for independent Board leadership. In that role, Mr. Golston is responsible for coordinating the activities of the independent directors. He chairs the executive sessions of the independent directors and also acts as an intermediary between the independent directors and senior management on sensitive issues, including matters considered by the non-management directors in executive session. Other matters that he is responsible for as the Lead Independent Director include working with Mr. Lobo and the Vice President, Corporate Secretary to set the agenda for Board meetings, assuring the adequacy of the flow of information from management to the non-management directors, setting the meeting schedules to assure there is sufficient time for discussion of all agenda items, directing the retention of consultants who report directly to the Board when deemed appropriate, participating, along with the members of the Compensation Committee and the full Board, in the evaluation of the Chief Executive Officer and, together with the Chair of the Compensation Committee or an independent director designated by the Compensation Committee in the event the Lead Independent Director is also the Chair of the Compensation Committee, meeting with the Chief Executive Officer to discuss such evaluation, consulting with the Governance and Nominating Committee concerning the members and chairpersons of Board committees and assisting management and the Board in assuring compliance with and implementation of our Corporate Governance Guidelines. He also facilitates discussion among the non-management directors on key issues and concerns outside of Board meetings.


Executive Sessions of Independent Directors

Our Corporate Governance Guidelines require the independent directors to meet in executive session at least once per year. Non-management directors meet on a regular basis in conjunction with meetings of the Board and its Committees to provide an opportunity for discussion of topics of concern without any member of management being present.


Contacting the Board of Directors

Shareholders and other interested persons may communicate directly with the Board on a confidential basis by mail to Stryker Board of Directors at 2825 Airview Boulevard, Kalamazoo, Michigan 49002. All such communications will be received directly by the Chair of the Governance and Nominating Committee and will not be screened or reviewed by any Stryker personnel.


Code of Conduct / Code of Ethics

We have adopted a Code of Conduct applicable generally to our employees, officers and directors in the performance of their duties and responsibilities and a Code of Ethics applicable to our principal executive officer, president, principal financial officer, principal accounting officer and controller. The Code of Conduct and Code of Ethics are posted in the Governance area of the Investor Relations section of our website at www.stryker.com/investors/codeofconduct and www.stryker.com/investors/codeofethics, respectively, and we will mail them to any shareholder upon request to the Vice President, Corporate Secretary at 2825 Airview Boulevard, Kalamazoo, Michigan 49002. Any amendments to either Code or waiver of either Code granted to an executive officer or director will be disclosed in the Governance area of the Investor Relations section of our website.


Certain Relationships and Related Party Transactions

Under our Related Party Transactions Policy, which is in writing and was adopted by the Board, the Audit Committee must approve or ratify transactions involving directors, executive officers or principal shareholders or members of their immediate families or entities controlled by any of them or in which they have a substantial ownership interest in which the amount involved exceeds $120,000 and that are otherwise reportable under SEC disclosure rules. Such transactions include employment of immediate family members of any director or executive officer. Management advises the Audit Committee at its regularly scheduled meeting in February of each year and at subsequent meetings of any such transaction that is proposed to be entered into or continued and seeks approval. In the event any such transaction is proposed and a decision is required prior to the next regularly scheduled meeting of the Audit Committee, it may be presented to the Audit Committee Chair for approval, in which event the decision will be reported to the full Audit Committee at its next meeting.

Approach to Environmental, Social and Governance Related Matters

We reflect our mission to make healthcare better in our corporate responsibility (CR) objective: to positively impact people and our planet through responsible, sustainable practices that create a better, healthier world. We use the term corporate responsibility to encompass our environmental, social and governance (ESG) efforts.

To assist us in meeting our corporate responsibility objective, we have taken many critical steps in 2021 and the first quarter of 2022:

•Developed a CR framework with three pillars: Stronger People, Healthier Planet and Good Business, which build off our company mission and CR objective.

•Completed an ESG priorities assessment to identify those issues of greatest importance to our company and to our stakeholders.

•Added oversight of CR/ESG to the charter of our Governance and Nominating Committee in the first quarter of 2021.

•Provided updates to our Governance and Nominating Committee three times in 2021 on CR/ESG matters, including progress towards our goals, and briefed the full Board one time in 2021 on these matters.

•Added oversight of cybersecurity to the charter of our Audit Committee in 2022, with quarterly presentations planned for our directors in 2022.

•Created resources to educate employees on our Corporate Responsibility and Sustainability programs.

•Expanded our teams to advance our efforts in diversity, equity and inclusion (DE&I), responsible procurement, ESG-related reporting and sustainability.

•Launched a global employee giving and volunteering platform with a company match program.

•Began due diligence to address other priority areas, including waste reduction, medical education and sustainable product and packaging design.

•Initiated a comprehensive review to establish the baseline for our scope 3 carbon emissions, which will be used to develop future Science Based Targets initiative (SBTi) aligned goals.

•Announced a global patient impact number that supports how we bring our mission to life in a measurable way.

•Expanded our ESG disclosures using the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) frameworks to advance our reporting efforts.

•Launched a Supplier Diversity Council, with sponsorship from key procurement leadership.

•Launched a responsible procurement goal to assess 85% of our suppliers on ESG performance by 2027.

•Remained on track to meet our Corporate Responsibility Commitments focused on carbon emissions.


Our Corporate Responsibility Commitments
Advance a culture of inclusion, engagement and belonging
Strengthen the diversity of our workforce and measure progress
20% reduction in carbon emissions for all facilities 2019-2024*
Carbon neutral for all facilities by 2030*
Increase supply chain transparency and supplier diversity
Governance and Nominating Committee oversight of corporate responsibility
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* Scope 1 (Direct emissions from Company owned/controlled sources) and Scope 2 (Indirect emissions from purchased electricity, steam, heating and cooling)

Additional details regarding our corporate responsibility efforts and our workforce diversity data are included on our Corporate Responsibility Hub at www.stryker.com/us/en/about/corporate-responsibility/cr-hub.html.

COMPENSATION DISCUSSION AND ANALYSIS

This section includes information regarding, among other things, the overall objectives of our compensation program for our NEOs and each element of compensation that we provide. Please read this section in conjunction with the detailed tables and narrative descriptions of our NEO compensation under "Executive Compensation" beginning on page 33.


Named Executive Officers

The names and titles of our NEOs for purposes of this Proxy Statement are:


Name			Title
Kevin A. Lobo			Chair, Chief Executive Officer and President(1)
Glenn S. Boehnlein			Vice President, Chief Financial Officer
J. Andrew Pierce			Group President, MedSurg and Neurotechnology(1)
Spencer S. Stiles			Group President, Orthopaedics and Spine(1)
Viju S. Menon			Group President, Global Quality and Operations
Timothy J. Scannell			Executive Advisor(2)

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(1)Mr. Pierce and Mr. Stiles became executive officers of the Company on October 1, 2021 in connection with Mr. Scannell's transition as described below, while Mr. Lobo became President of the Company.

(2)Mr. Scannell retired from his role as President and Chief Operating Officer effective October 1, 2021 and will continue to be employed (in a non-executive officer capacity) as Executive Advisor from October 1, 2021 through March 31, 2023. During the advisory period, Mr. Scannell continues to receive base salary at the annual rate of $825,000, remains eligible for an incentive bonus opportunity for 2021 and 2022 based on a target bonus opportunity of $825,000 in each of those years, and is entitled to receive a prorated bonus payout for 2023 based on time worked (through March 31, 2023) that will be calculated based upon the average of 2021 and 2022 performance levels. Mr. Scannell is not eligible to receive grants of stock awards during the advisory period.


Overview

Stryker has a history of delivering solid financial results. Our executive pay programs have played a significant role in our ability to attract, motivate and retain the experienced executive team that has successfully driven our financial results over time.

The primary elements of compensation for our NEOs in 2021 were salary, bonus and stock awards. The stock awards granted to our NEOs as part of the annual grant in February 2021 consisted of performance stock units and stock options. Restricted stock units were also granted on an off-cycle basis to Mr. Boehnlein and Mr. Menon in May 2021 and to Mr. Pierce and Mr. Stiles in October 2021. The restricted stock units granted to Mr. Boehnlein and Mr. Menon in May 2021 were awarded in recognition of their efforts and contributions related to the Company's cost transformation initiative and to establish an additional retention incentive. The restricted stock units granted to Mr. Pierce and Mr. Stiles in October 2021 were awarded in recognition of their increased responsibilities in connection with Mr. Scannell's transition and to establish an additional retention incentive. Our savings and retirement plans are typically defined contribution plans that match a portion of employee contributions and have historically included an annual discretionary contribution of 7% of salary and bonus for all eligible U.S.-based employees. We do not maintain any defined benefit pension plans for our NEOs. We believe the limited perquisites and personal benefits we provide to our NEOs are conservative to market.

Our Compensation Committee believes that our compensation practices for our NEOs are appropriate in the context both of Stryker's performance and the interests of our shareholders. Among the considerations in this regard are:

•An important part of our executive compensation philosophy is the alignment of the compensation of our NEOs with the interests of our shareholders and achievement of key business objectives;

•In 2021, the value of the variable, performance and stock-based compensation elements for the NEOs averaged 88% of the total value of the primary compensation elements (salary, actual bonus and stock awards). See "Summary Compensation Table" on page 33;

•Our NEO bonus plans are based on challenging performance goals that, if met, should result in profitable, sustained business performance over the long term and be reflected in stock price increases over time. The NEOs' payouts for 2021 averaged 94% of target. The COVID-19 pandemic continued to negatively impact our operations and financial performance in 2021, particularly in our Orthopaedics and Spine Group. After taking this and other factors into account, the Compensation Committee applied an upward adjustment to the calculated 2021 bonus payout for Mr. Stiles, which resulted in a payout equal to 90% of target. The Compensation Committee did not apply upward adjustments to the 2021 bonus payout for any other NEO. See "Annual Bonus" beginning on page 24 and "2021 Bonus Plans" beginning on page 25 for additional details;

•Stock-based compensation realized by our NEOs is tied directly to the interests of our shareholders via stock price performance and, for performance stock units, based on financial performance relative to pre-established financial goals for a three-year performance period. The payout related to the 2019 grant of performance stock units, which is discussed under "2019 Performance Stock Units: Results for the 2019-2021 Performance Period" beginning on page 28, was 113% of target as a result of performance that was above the target goal for sales growth relative to a comparison group of companies but below the target goal for average adjusted diluted net earnings per share growth;

•We monitor a comparison group of medical technology and related companies to ensure that our compensation programs are within observed competitive practices, review trends and practices with assistance from the Compensation Committee's independent compensation consultant and make adjustments as deemed appropriate by the Compensation Committee; and

•We evaluate key risk issues related to compensation and, in this regard, engaged a third-party independent consultant to conduct a risk assessment of executive compensation programs in 2019 as discussed under "Compensation Risks" on page 19 and believe that our executive compensation practices do not create risks that are reasonably likely to have a material adverse effect on Stryker.

The Compensation Committee considered the results of the advisory shareholder vote on executive compensation at our 2021 annual meeting of shareholders at which the executive compensation program for our NEOs as disclosed in the proxy statement for that meeting was approved by approximately 95% of the votes cast. The Compensation Committee continues to believe that our executive compensation policies, practices and programs are appropriate and, in light of the results of the advisory vote, believes our shareholders feel the same.


Compensation Objectives

We believe that our executive compensation program, which is a key component of our ability to attract, motivate and retain talented, qualified executives, should be designed to provide a meaningful level of total compensation that is aligned with organizational and individual performance and with the interests of our shareholders. The Compensation Committee believes that, consistent with the emphasis on rewarding executives for enhancing the Company's growth and profitability (as described more fully in "Why We Chose Particular Performance Metrics and Goals" on page 25), the Company's bonus plans should generally focus executives on financially-oriented goals that reinforce a balance in achieving short-term and long-term goals and are aligned with shareholder returns over time. The Company's long-term equity incentive compensation program likewise is intended to provide executives with a personal financial interest in the Company's long-term success (as described more fully in "Long-Term Incentive Compensation" beginning on page 27). The Compensation Committee believes that the Company's incentive programs balance risk and the potential reward to executives in a manner that is appropriate to the circumstances and in the best interests of the Company's shareholders over the long term.

The principal objectives of our executive compensation policies and practices are to:

•Attract, motivate and retain talented executives who drive the Company's success;

•Structure compensation packages with a significant percentage of compensation earned as variable pay based on performance, which balances risk with the potential reward;

•Align incentives with measurable corporate and business area performance;

•Provide flexibility to adapt to changing business needs;

•Align total compensation with shareholder value creation; and

•Establish compensation program costs that are reasonable, affordable and appropriate.


Executive Compensation Philosophy

In setting compensation levels for our executives, the Compensation Committee considers information from our comparison companies and broader compensation surveys. We position total pay opportunities for our senior executive roles with the intent they be competitive relative to comparable roles in the market, taking into account a range of factors, including: (i) the Company’s or business unit’s general performance relative to competitors; (ii) the difficulty of the Company’s or business unit’s performance targets; (iii) the scope of the executive’s role relative to the normal scope of this role at comparable companies; and (iv) the executive’s tenure, experience, level of individual performance, and potential to contribute to our future growth. Although we review and consider the compensation provided by our comparison companies, broader compensation surveys and the results of the benchmarking studies described below under "The Role of Benchmarking in Our Executive Compensation Decisions," we do not benchmark our NEOs' compensation to a specific percentile of the market or of our comparison companies. Rather, we consider such data in addition to the factors described in (i) through (iv) above.

Individual compensation elements, along with an explanation of how we make decisions about each element, are described in detail under "2021 Compensation Elements" beginning on page 24.

Underlying our executive compensation philosophy is the desire to facilitate and encourage long-term ownership of our Common Stock. Our stock ownership guidelines reinforce this element of our philosophy by requiring senior management to accumulate and retain significant stock ownership positions over time. For more information, see "Executive and Non-Employee Director Stock Ownership Guidelines" on page 31.


The Role of Benchmarking in Our Executive Compensation Decisions

We regularly review our compensation policies, practices and programs to determine if they are both appropriate and responsive to our business needs. Factors that were considered in determining the NEO compensation levels for 2021 included the results of the Company as a whole and, where applicable, the specific business areas of the Company for which each NEO was responsible, the individual's performance, changes in compensation levels over recent years, performance against bonus plan goals, comparisons among roles internally, cost to the Company and market comparison data. Although we monitor the competitive landscape closely and our current practice is to conduct an external market benchmarking of our NEO compensation levels and practices annually, we have not focused solely on market comparison data when establishing compensation levels. The Compensation Committee applies judgment and discretion when evaluating the appropriateness of using market comparison data as it does when determining any compensation amount or outcome.

In mid-2020, Semler Brossy conducted a market benchmarking study in connection with establishing NEO compensation and the results were among the factors considered when 2021 compensation decisions were made, which are discussed in detail under "2021 Compensation Decisions" below. The data provided to the Compensation Committee by Semler Brossy showed compensation levels consisting of the primary elements of total compensation: salary, bonus and long-term incentive awards. The study concluded that, for

the NEOs who were serving in an NEO position at the time of the study and for which a sufficient number of comparable benchmark positions at comparison companies could be identified, target cash compensation levels and the grant value of long-term incentive awards were, on average, generally consistent with our executive compensation philosophy.

The comparison group companies used in the 2020 benchmarking study were:


Abbott Laboratories	Bristol-Myers Squibb Company	Quest Diagnostics Incorporated
Agilent Technologies, Inc.	Cerner Corporation	Thermo Fisher Scientific Inc.
Allergan plc	Danaher Corporation	Varian Medical Systems, Inc.
Baxter International Inc.	Eli Lilly and Company	Zimmer Biomet Holdings, Inc.
Becton, Dickinson and Company	Laboratory Corporation of America Holdings
Boston Scientific Corporation	Medtronic plc

The comparison group was developed by Semler Brossy and members of our Human Resources department and approved by the Compensation Committee. Similar to prior years, the comparison companies used in the 2020 study were selected based on comparability to Stryker in terms of business focus and company size. The 2020 comparison group, overall, encompassed the following:

•Product competitors or companies in the medical technology industry, as well as within adjacent industries, with which we compete for executive talent;

•Companies with significant global operations; and

•Companies with revenues and market capitalizations of similar scale to Stryker.

Semler Brossy conducted an additional benchmarking study in mid-2021 using the same comparison group that was used in the 2020 study except for the removal of Allergan plc (due to its acquisition by AbbVie Inc.), Bristol-Myers Squibb Company (due to its increased size after the acquisition of Celgene Corporation) and Varian Medical Systems, Inc. (due to its acquisition by Siemens Healthineers AG). The results of the 2021 study indicated that for the NEOs who were serving in an NEO position at the time of the study and for which a sufficient number of comparable benchmark positions at comparison companies could be identified, target cash compensation levels and the grant value of long-term incentive awards were, on average, generally consistent with our executive compensation philosophy. The results of the 2021 benchmarking study were one of the factors considered when the 2022 compensation decisions for the NEOs were made in February 2022. Those decisions are summarized on page 32 and will be discussed in further detail in the proxy statement for our 2023 meeting.


Management's Role in Determining Executive Compensation

The Compensation Committee makes all final decisions regarding NEO compensation, except that the compensation of the Chief Executive Officer is subject to final approval by the independent members of the Board. The Chief Executive Officer's role in determining executive compensation includes making recommendations on compensation decisions for members of our executive leadership team other than himself after reviewing information provided by our Vice President, Chief Human Resources Officer and other members of the Human Resources department. Management's role in determining executive compensation includes:

•Developing, summarizing and presenting information and analyses to enable the Compensation Committee to execute its responsibilities, as well as addressing specific requests for information from the Compensation Committee;

•Attending Compensation Committee meetings as requested to provide information, respond to questions and otherwise assist the Compensation Committee;

•Developing individual NEO bonus plans for consideration by the Compensation Committee, reporting to the Compensation Committee regarding achievement against the bonus plans and providing recommendations related to the final bonus payout values; and

•Preparing stock-based award recommendations for the Compensation Committee's approval, which includes providing the Compensation Committee with regular updates on run rate (the rate at which stock awards are being awarded under our equity plans) and overhang (a measure of potential earnings dilution from stock awards) levels, and reporting to the Compensation Committee at the end of the performance period regarding the number of performance stock units earned based on achievement of the pre-established goals.

Semler Brossy performs a similar role for the Board with respect to compensation recommendations for the Chief Executive Officer and the non-employee directors.


2021 Compensation Decisions

In February 2021, the Compensation Committee reviewed and approved the 2021 cash compensation levels for our NEOs other than Mr. Lobo after receiving recommendations from Mr. Lobo and our Vice President, Chief Human Resources Officer. The 2021 cash compensation levels for Mr. Lobo were reviewed and approved by the Compensation Committee and independent directors of the Board after they received recommendations from Semler Brossy. The recommendations and ultimate 2021 cash compensation levels for all of the NEOs reflected subjective evaluations and decisions based on the scope of each NEO's responsibilities in his current role, the level of performance in 2020 of the business areas for which he was responsible (if applicable), his time and proficiency in the job, comparisons of pay levels relative to similar positions within the Company (if applicable) and consideration of the other factors described under "Executive Compensation Philosophy" on page 22. The following table summarizes the annualized 2021 base salary (effective as of March 1, 2021), the 2021 target bonus and the respective percentage increase relative to 2020 for both of those amounts for each NEO:


Name	2021 Annualized Base Salary ($)	% Increase Relative to 2020	2021 Target Bonus ($)	% Increase Relative to 2020
Kevin A. Lobo	1,313,000	3.0%	1,969,500	3.0%
Glenn S. Boehnlein	710,000	4.4%	674,500	4.4%
J. Andrew Pierce	675,000	8.0%	607,500	14.4%
Spencer S. Stiles	675,000	8.0%	607,500	14.4%
Viju S. Menon	555,000	3.7%	471,750	3.7%
Timothy J. Scannell	825,000	3.1%	825,000	3.1%

In addition, performance stock units and stock options were awarded to all of the NEOs in February 2021. Mr. Boehnlein and Mr. Menon were awarded restricted stock units in May 2021 and Mr. Pierce and Mr. Stiles were awarded restricted stock units in October 2021. See "Long-Term Incentive Compensation" beginning on page 27.


2021 Compensation Elements

Each of the compensation elements and its purpose is described below.

Base Salary: Base salary is provided to our NEOs to compensate them for the basic value of their job, their time and proficiency in the position and the value of their job relative to other positions in the Company. We review each NEO's salary and performance annually and make decisions about amounts and adjustments. Factors that are considered in determining the executive's salary include performance, job experience, individual role responsibilities, comparisons among positions internally and market comparison data. Base salary levels for 2021 were approved by the Compensation Committee or, in the case of Mr. Lobo, the independent members of the Board.

Annual Bonus: Individually structured short-term bonus plans under our Executive Bonus Plan are intended to motivate and reward our NEOs for achieving and exceeding specific annual performance goals. The Compensation Committee approved the 2021 bonus plan target opportunities, bonus plan goals and actual bonus payments for our NEOs other than Mr. Lobo whose 2021 bonus plan target opportunity, bonus plan goals and actual bonus payment were approved by the independent directors of the Board. The primary focus of the 2021 bonus goals for our NEOs other than Mr. Pierce and Mr. Stiles was total Stryker performance. In the case of Mr. Pierce and Mr. Stiles, the focus of the bonus goals was mixed between total Stryker performance and the performance of the groups for which they were responsible.

For 2021, each NEO's bonus plan designated that adjusted consolidated operating income of $3.54 billion (80% of the target adjusted consolidated operating income amount) had to be achieved before any portion of the bonus could be earned. In addition, each measure in our NEOs' bonus plans designated a threshold level of performance that had to be achieved before any bonus could begin to be earned for that measure. Each 2021 bonus plan included an opportunity to earn an overachievement bonus of up to an additional 100% of target bonus, which is included in the "Maximum Bonus Opportunity" column in the table below, if 2021 goals for sales on a constant currency basis, adjusted operating income and adjusted diluted net earnings per share were achieved. The maximum payout that could be earned under the NEO bonus plans was 200% of the target bonus opportunity.

Sales on a constant currency basis excludes the impact of changes in foreign currency exchange rates that affect the comparability and trend of sales. Sales on a constant currency basis is calculated by translating the actual results at the foreign currency exchange rate used when establishing the target amounts at the beginning of the year. Free cash flow

SEC Form DEF 14A filed by Stryker Corporation