syk-20240326

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. )

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Check the appropriate box:


o			Preliminary Proxy Statement


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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

1941 Stryker Way

Portage, MI 49002

Notice of 2024 Annual Meeting of Shareholders of Stryker Corporation

Date: May 9, 2024

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

Place: This year's annual meeting of shareholders of Stryker Corporation will be held virtually via the internet only. Shareholders will be able to listen, vote and submit questions regardless of location via the internet at www.virtualshareholdermeeting.com/SYK2024 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.

Items of Business:

•Elect ten directors;

•Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024;

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

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

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

We invite all shareholders to attend the virtual meeting. At the meeting, you will have the opportunity to ask questions of our management with respect to the matters to be voted on and will hear a report on our business. Stryker's accompanying proxy materials include instructions on how to participate in the meeting and the means by which you may vote your shares and submit questions. Our Annual Report on Form 10-K for the year ended December 31, 2023 is enclosed.

Only shareholders of record on March 11, 2024 may vote at the meeting.

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


						J. Andrés Cedrón
						Vice President, Corporate Secretary
March 26, 2024

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING ON MAY 9, 2024.

This Proxy Statement, our 2023 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
Director Nominee Skills Matrix			3
Corporate Governance Practices			3
Executive Compensation Philosophy			3
Executive Compensation Practices			4
Financial Performance			5
General Information			6
Who Is Entitled to Vote?			6
How Do I Vote?			6
May I Change My Mind after Submitting a Proxy?			6
What are Broker Non-Votes?			6
What is the Required Vote?			6
How Can I Attend the Annual Meeting?			6
How Can I Submit a Question for the Annual Meeting?			6
What if I Need Technical Assistance?			6
Can I Vote During the Annual Meeting?			7
Will a Replay of the Annual Meeting be Available?			7
Can I Access These Proxy Materials on the Internet?			7
References to Stryker Websites			7
Cautionary Note Regarding Forward Looking Statements			7
Management Proposals			8
Proposal 1 — Election of Directors			8
Proposal 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm			11
Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation			12
Shareholder Proposals			13
Proposal 4 — Transparency in Political Spending			13
Stock Ownership			15
Principal Shareholders			15
Security Ownership of Directors, New Director Nominee and Executive Officers			16
Corporate Governance			17
Board's Role in Strategic Planning and Risk Oversight			17
Independent Directors			17
Board Committees			17
Compensation Risks			19
Board Leadership Structure			19
Executive Sessions of Independent Directors			19


Contacting the Board of Directors			19
Code of Conduct			19
Certain Relationships and Related Party Transactions			19
Approach to Environmental, Social and Governance Related Matters			20
Compensation Discussion and Analysis			21
Named Executive Officers			21
Overview			21
Compensation Objectives			22
Executive Compensation Philosophy			22
The Role of Benchmarking in Our Executive Compensation Decisions			22
Management's Role in Determining Executive Compensation			23
2023 Compensation Decisions			23
2023 Compensation Elements			24
Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements			31
Equity Plans and Equity-Based Compensation Award Granting Policy			31
Executive and Non-Employee Director Stock Ownership Guidelines			31
Prohibition of Hedging and Pledging Transactions			32
Recoupment and Clawback Policies			32
Employment Agreements and Severance Policy			32
Company Tax and Accounting Issues			32
2024 Compensation Decisions			33
Compensation and Human Capital Committee Report			33
Executive Compensation			34
Summary Compensation Table			34
2023 Grants of Plan-Based Awards			35
Outstanding Equity Awards at 2023 Fiscal Year-End			37
2023 Option Exercises and Stock Vested			38
2023 Pension Benefits			38
2023 Nonqualified Deferred Compensation			38
Potential Payments upon Termination or Change in Control			39
Pay versus Performance			41
Ratio of 2023 Compensation of the Chief Executive Officer to that of the Median Employee			43
Compensation of Directors			44
Audit Committee Report			45
Additional Information			46
Proposals for Inclusion in our 2025 Proxy Materials (SEC Rule 14a-8)			46
Director Nominations for Inclusion in our 2025 Proxy Materials (Proxy Access)			46
Other Proposals or Nominations to be Brought Before our 2025 Annual Meeting (Advance Notice)			46
Delinquent Section 16(a) Reports			46
Other Matters			46
Expenses of Solicitation			46


Householding			46
Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure			A-1

PROXY STATEMENT SUMMARY

This summary is intended to provide a broad overview of important information you will find elsewhere in this Proxy Statement and does not contain all the information you should consider. We encourage you to read the entire Proxy Statement before voting.


Meeting Information
Date and Time
May 9, 2024 at 9:30 a.m., Eastern Time. This year’s annual meeting will be held virtually via the internet. See page 6 for information on how to attend the meeting.


Shareholder Voting Matters
Matter	Board Vote Recommendation	See Page
Management Proposals
Proposal 1 — Election of Directors	For each nominee	8
Proposal 2 — Ratify Appointment of Independent Registered Public Accounting Firm	For	11
Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation	For	12
Shareholder Proposals
Proposal 4 — Transparency in Political Spending	Against	13

Our Director Nominees and Board Characteristics

Name

Age*

Director Since

Independent

Committee Membership(3)

Mary K. Brainerd

2017

Yes

Comp&HC, G&N (Chair)

Giovanni Caforio, M.D.

2020

Yes

Comp&HC, G&N

Allan C. Golston

2011

Yes

Comp&HC (Chair), G&N

Kevin A. Lobo(1)

2012

Sherilyn S. McCoy(2)

2018

Yes

Comp&HC, G&N

Rachel Ruggeri

Yes

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 2024 Annual Meeting

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

(2) Lead Independent Director

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

Director Nominee Demographics

Brainerd

Caforio

Golston

Lobo

McCoy

Ruggeri

Silvernail

Skeete

Tatum

Stryker

Suri

Racially/Ethnically Diverse

•

Born Outside U.S.

•

Male

•

Female

•

Years of Service

Average Director Tenure: 10 years

Director Nominee Skills Matrix

Our directors have diverse experience and a wide variety of backgrounds, skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role. The following matrix is provided to illustrate director nominees’ strongest skills, knowledge and experience. The matrix does not encompass all of their knowledge, skills and experience, and the fact that a particular area of knowledge, skill or experience is not listed does not mean that a director nominee does not possess it. In addition, the absence of a particular area of knowledge, skill or experience on this matrix with respect to any of our director nominees does not mean that he or she is unable to contribute to the decision-making process in that area. However, a mark indicates a principal or specific area of focus or expertise that the director nominee brings to our Board. More information on a director nominee’s background can be found in each of their profiles under Proposal 1.

Brainerd

Caforio

Golston

Lobo

McCoy

Ruggeri

Silvernail

Skeete Tatum

Stryker

Suri

Accounting/Financial Literacy

•

Information Technology/Cybersecurity

•

Human Capital Management

•

Healthcare Industry

•

Mergers and Acquisitions

•

Global Markets and International Business

•

Manufacturing and Supply Chain

•

Public Company Executive Experience

•

Strategy and Innovation

•

Environment and Sustainability

•

Legal/Risk Management/Governance

•

Corporate Governance Practices

Stryker is committed to exercising good corporate governance. Our policies and practices in this regard include the following:

•Majority voting in uncontested elections.

•The Lead Independent Director position entails significant responsibility related to Board leadership and governance.

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

•Regular executive sessions of independent directors.

•All members of Board Committees are independent.

•Multiple members of our Audit Committee are "audit committee financial experts" pursuant to SEC rules.

•Annual Board and Committee self-evaluations.

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

•Active Board and Committee oversight of risk and risk management.

•Independent Board Committee oversight of corporate responsibility, which includes environmental, social and governance ("ESG") related topics, with quarterly presentations to directors.

•Independent Board Committee oversight of cybersecurity, with regular presentations to directors.

•No "poison pill" takeover defense plan.

•Proxy access right for shareholders.

•Shareholders' right to call special shareholder meetings.

Executive Compensation Philosophy

Our executive compensation programs are a key component of our ability to attract, motivate and retain talented, qualified executives and are designed to provide a meaningful level of total compensation that is aligned with organizational and individual performance and with the interests of our shareholders in line with the following principles and practices:

•We monitor a comparison group of medical technology and other related companies to ensure that our compensation programs are within observed competitive practices.

•We aim to provide market competitive total direct compensation consisting of base salary, annual bonus and long-term equity incentives (stock awards).

•We emphasize pay for performance. In 2023, the value of the variable performance and stock-based compensation for our Named Executive Officers ("NEOs") averaged 89% of total direct compensation.

•Our annual and long-term incentives align the interests of our executives with those of our shareholders, utilizing challenging performance goals that should result in profitable, sustained business growth over the long term as well as stock price increases over time.

•We regularly evaluate our executive compensation programs to ensure that they do not encourage excessive risk taking.

•Our stock ownership guidelines reflect our conviction that our senior executives and non-employee directors should have meaningful share ownership positions in the Company to reinforce the alignment of the interests of our management and shareholders.

•Our recoupment policy applies to all cash and equity incentive payments made to our elected corporate officers after 2014 in the event of either a material restatement of our financial statements as a result of misconduct or an officer's material misconduct or negligence that results in a material violation of a law or regulation or material Company policy.

•In October 2023, our Board adopted a separate, mandatory clawback policy regarding accounting restatements in connection with the SEC's adoption of new rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and corresponding NYSE listing standards.

•We hold an annual advisory vote regarding NEO compensation, which in 2023 resulted in an approximately 87% favorable vote.

Executive Compensation Practices

Stryker employs a number of practices that reflect our executive compensation philosophy as it relates to our NEOs and other executive officers, including the following:

•Our Compensation and Human Capital Committee retains an independent compensation consultant that reports solely to the Compensation and Human Capital Committee.

•We link the majority of NEO compensation to Company performance.

•We balance short-term and long-term incentives.

•We cap payouts of incentive awards.

•Our guidelines require significant stock ownership and prohibit hedging and pledging transactions.

•We provide limited perquisites and personal benefits to our NEOs.

•We do not have employment or severance agreements.

•We do not allow for contractual change-in-control payments.

•We do not pay tax gross-ups (unless pursuant to our relocation and expatriate assignment practices).

•We do not reprice, exchange or buy out stock options.

Financial Performance


Net Sales						Net Earnings
$ in billions						$ per diluted share


Adjusted Net Earnings(1)						Dividends Paid
$ per diluted share						$ per share of common stock


Financial Overview
(in millions, except per share amounts)	2023	2022	% Change

Net sales	$20,498	$18,449	11.1
Earnings before income taxes	3,673	2,683	36.9
Income taxes	508	325	56.3
Net earnings	3,165	2,358	34.2
Adjusted net earnings(1)	4,066	3,571	13.9

Net earnings per diluted share of common stock:
Reported	8.25	6.17	33.7
Adjusted(1)	10.60	9.34	13.5

Dividends paid per share of common stock	3.00	2.78	7.9
Cash, cash equivalents, and marketable securities	3,053	1,928	58.4

______________

(1) Adjusted net earnings and adjusted net earnings per diluted share are non-GAAP financial measures. Refer to "Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure" for additional information.

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 9, 2024 and at any adjournment or postponement of the meeting. The solicitation will begin on or about March 26, 2024.


Who Is Entitled to Vote?

At the close of business on March 11, 2024, the record date for the meeting, 380,469,830 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 8, 2024.

You may also vote during the annual meeting via the internet at www.virtualshareholdermeeting.com/SYK2024. At this site, you will be able to vote electronically. You also will be able to submit questions in writing during the annual meeting.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in "street name." The street name holder will provide you with instructions that you must follow to have your shares voted.

If you hold your shares in street name and you wish to vote during the meeting, you must obtain a proxy issued in your name from the street name holder.


May I Change My Mind after Submitting a Proxy?

If you are a shareholder of record, you may revoke your proxy before it is exercised by:

•Written notice to the Vice President, Corporate Secretary of the Company at 1941 Stryker Way, Portage, Michigan 49002;

•Timely delivery of a valid, later-dated proxy or later-dated vote by internet or telephone; or

•Voting during the annual meeting.

If you are a beneficial owner of shares held in street name, you may submit new voting instructions by contacting your brokerage firm, bank or other holder of record.


What are Broker Non-Votes?

A broker non-vote occurs when the broker, bank or other holder of record that holds your shares in street name is not entitled to vote on a matter without instruction from you and you do not give any instruction. Unless instructed otherwise by you, brokers, banks and other street name holders will have discretionary

authority to vote only on Proposal 2 (ratification of the appointment of Ernst & Young LLP as our independent registered
public accounting firm for 2024).


What is the Required Vote?

In the election of directors, a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast "for" a director nominee must exceed the number of votes cast "against" that nominee). On all other matters, the vote required to pass is the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will not be counted as votes cast and will therefore have no effect on the outcome of any of the matters.


How Can I Attend the Annual Meeting?

To attend the annual meeting, log in at
www.virtualshareholdermeeting.com/SYK2024. Shareholders will need their unique control number which appears on the notice regarding the availability of proxy materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompany the proxy materials. In the event that you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting.

You can also attend the shareholder meeting as a guest by phone. The telephone number to listen to the meeting is 1-877-328-2502 (U.S. Domestic Toll Free) or 1-412-317-5419 (International). Request the "Stryker Corporation Annual Meeting" when greeted by the operator.


How Can I Submit a Question for the Annual Meeting?

By 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 2023 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/SYK2024. 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 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 using the numbers provided on the meeting site.


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 accompany the proxy materials. In the event that you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number.


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/SYK2024 until the definitive proxy statement for our 2025 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 2023 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.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Proxy Statement contains statements that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward-looking statements include, without limitation, words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "goal," "strategy" and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or our businesses. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements, historical experience or our present expectations. A detailed discussion of risks, uncertainties and changes in circumstances that could cause actual results and events to differ materially from such forward-looking statements is included in our filings with the SEC, including in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that affect the likelihood that actual results will differ from those contained in the forward-looking statements.

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, other than Ms. Ruggeri, who is standing for initial election. 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 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) Other Affiliations •Director, Bremer Financial Corporation •Director, Securian Financial •Chair, The Nature Conservancy, Minnesota-North Dakota-South Dakota •Director, The Opus Group Stryker Board Committees •Compensation and Human Capital •Governance and Nominating




Director Since: 2017
Age: 70


Giovanni Caforio, M.D.
						Experience
						•Chief Executive Officer, Bristol-Myers Squibb (2015-2023); Chairman of the Board (2017-present) •Various leadership roles with Bristol-Myers Squibb (2000-2015) Other Affiliations •Director, Pharmaceutical Research and Manufacturers of America Stryker Board Committees •Compensation and Human Capital •Governance and Nominating




Director Since: 2020
Age: 59


Allan C. Golston
						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) Other Affiliations •Director, Harley-Davidson, Inc. Stryker Board Committees •Compensation and Human Capital •Governance and Nominating




Director Since: 2011
Age: 57


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) Other Affiliations •Director, The Advanced Medical Technology Association (AdvaMed) •Director, Parker-Hannifin Corporation •Chair, Valley Health System Board of Trustees




Director Since: 2012
Age: 58


Sherilyn S. McCoy, Lead Independent Director
						Experience
						•Chief Executive Officer and Director, Avon Products, Inc. (2012-2018) •Various leadership roles with Johnson & Johnson (1982-2012) Other Affiliations •Director, AstraZeneca plc •Director, Kimberly-Clark •Director, Novocure (2018-2022) •Chair of the Board, Certara, Inc. (2018-2021) Stryker Board Committees •Compensation and Human Capital •Governance and Nominating




Director Since: 2018
Age: 65


Rachel Ruggeri
						Experience
						•Executive Vice President and Chief Financial Officer, Starbucks Corporation (2021-present) •Senior Vice President, Americas, Starbucks (2020-2021) •Chief Financial Officer and Corporate Secretary, Continental Mills, Inc. (2018-2020) •Various leadership roles with Starbucks Finance (2001-2018)




Age: 54


Andrew K. Silvernail
						Experience
						•Chairman, President and Chief Executive Officer, Madison Industries (2021) •Chairman, President and Chief Executive Officer, IDEX Corporation (2011-2020); Vice President, Group Executive (2009-2011) Other Affiliations •Executive Advisor, KKR & Co. Inc. •Director, Boys & Girls Club of Lake County Stryker Board Committees •Audit




Director Since: 2013
Age: 53


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) Other Affiliations •Board Member, Union Square Hospitality Group •Director, USHG Acquisition Corporation (2021-2022) •Director, World 50, Inc. •Trustee Emeritus, Cornell University Stryker Board Committees •Audit




Director Since: 2020
Age: 56


Ronda E. Stryker
						Experience
						•Director of Stryker Corporation for 40 years •Vice Chair and Director, Greenleaf Trust (1988-present) Other Affiliations •Vice Chair, Spelman College Board of Trustees •Member, Harvard Medical School Board of Fellows Stryker Board Committees •Governance and Nominating




Director Since: 1984
Age: 69


Rajeev Suri
						Experience
						•Chief Executive Officer and Director, Inmarsat (2021-2023) •President and Chief Executive Officer, Nokia (2014-2020); Chief Executive Officer, Nokia Solutions and Networks (2009-2014) •Various leadership roles with Nokia (1995-2009) Other Affiliations •Chairman of the Board, Digicel Group •Director, Singtel •Director, Viasat Stryker Board Committees •Audit




Director Since: 2018
Age: 56

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 2022, included the involvement of the Chair of the Audit Committee in the selection process, 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 2024 meeting, the Audit Committee appointed Ernst & Young LLP to serve as our independent registered public accounting firm for 2024, 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 2024 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 2024. 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, 2023 and 2022 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 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 2024.

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. All of the services for which fees were disclosed under "Audit Fees," "Audit-Related Fees," "Tax Compliance Fees" and "Other Tax Fees" in the charts above were approved under the Audit Committee's charter. 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 of the Audit Committee 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 2024.

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 34 that describe the compensation of our NEOs during each of the last three fiscal years. The Compensation and Human Capital 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 NEOs. 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 both 2017 and 2023, 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 and Human Capital 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 — Transparency in Political Spending

John Chevedden, who has indicated he 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 his 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:

Proposal 4 – Transparency in Political Spending

Resolved, Shareholders request that Stryker Corporation provide a report, updated semiannually, disclosing the Company's:

SEC Form DEF 14A filed by Stryker Corporation