STRYKER CORP, DEF 14A filed on 3/23/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name STRYKER CORPORATION
Entity Central Index Key 0000310764
v3.26.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Average
Summary
Compensation
Table Total for
non-PEO
NEOs ($)
Value of Initial Fixed $100
Investment Based on:
Year
Summary
Compensation
Table Total for
PEO ($)
Compensation
Actually Paid
to PEO ($)
Average
Compensation
Actually Paid
to non-PEO
NEOs ($)
Total
Shareholder
Return ($)
Peer Group
Total
Shareholder
Return ($)
Net Income
(in $ millions)
Reported Net
Sales Growth
(%)
2025
21,401,495
24,776,477
4,638,269
5,450,024
151.03
148.36
3,246
11.2
2024
21,979,369
48,190,172
6,361,985
12,965,592
153.30
129.46
2,993
10.2
2023
20,767,847
42,471,951
6,072,179
11,389,954
126.33
126.21
3,165
11.1
2022
18,563,214
11,419,346
5,246,489
3,676,892
102.05
123.67
2,358
7.8
2021
16,359,898
27,844,502
5,769,074
8,859,654
110.22
126.13
1,994
19.2
       
Company Selected Measure Name reported net sales growth        
Named Executive Officers, Footnote Average Summary Compensation Table Total for non-PEO NEOs: This column represents the average total compensation value as
reported in the Summary Compensation Table for Named Executive Officers other than the Principal Executive Officer. The following
table lists by year the non-PEO NEOs included in the calculation of the average values in the table:
2025
2024
2023
2022
2021
Preston W. Wells
Glenn S. Boehnlein
Glenn S. Boehnlein
Glenn S. Boehnlein
Glenn S. Boehnlein
Spencer S. Stiles
J. Andrew Pierce
J. Andrew Pierce
J. Andrew Pierce
J. Andrew Pierce
J. Andrew Pierce
Spencer S. Stiles
Spencer S. Stiles
Spencer S. Stiles
Spencer S. Stiles
Viju S. Menon
Viju S. Menon
Viju S. Menon
Viju S. Menon
Viju S. Menon
Glenn S. Boehnlein
Timothy J. Scannell
       
Peer Group Issuers, Footnote Peer Group Total Shareholder Return: This column represents the total returns (including reinvestments of dividends) of the S&P 500
Health Care Index used for purposes of Item 201(e) of Regulation S-K. Refer to Item 5 in our 2025 Annual Report on Form 10-K for
further information on the peer group. Values in this column assume $100 was invested on December 31, 2020.
       
PEO Total Compensation Amount $ 21,401,495 $ 21,979,369 $ 20,767,847 $ 18,563,214 $ 16,359,898
PEO Actually Paid Compensation Amount $ 24,776,477 48,190,172 42,471,951 11,419,346 27,844,502
Adjustment To PEO Compensation, Footnote Compensation Actually Paid to PEO: This column represents the compensation actually paid value for our PEO calculated according
to the methodology prescribed by the SEC. The following table summarizes the adjustments to the Summary Compensation Table value
which resulted in the compensation actually paid amount for our PEO in 2025:
Year
Summary
Compensation
Table Total ($)
Grant Date Fair
Value of Equity
Awards Granted
During the Year
($)
Year-End Fair
Value of Equity
Awards Granted
During the Year
that Remain
Unvested as of
Year-End ($)(1)
Change in Fair
Value as of Year-
End of Equity
Awards Granted
in Any Prior Year
that Remain
Unvested as of
Year-End ($)(1)
Fair Value of
Awards Granted
During the Year
that Vested
During the Year
($)(1)
Change in Fair
Value as of the
Vesting Date of
Equity Awards
Granted in Any
Prior Year that
Vested During
the Year ($)(1)
Compensation
Actually Paid ($)
2025
21,401,495
(16,684,917)
12,568,907
3,800,709
3,690,283
24,776,477
______________
(1)The fair value of equity awards (performance stock units, restricted stock units and stock option awards) is calculated in accordance with the
Compensation — Stock Compensation Topic of the FASB Codification. Stock option values are derived using the Black-Scholes option pricing
model. The assumptions (risk-free interest rate, expected dividend yield, expected stock price volatility and expected option life) used in the
calculation of the fair value of stock option awards at each measurement date for purposes of determining the compensation actually paid amounts
have been updated, as necessary, relative to the assumptions used in the grant date fair value calculations for the respective stock option awards.
       
Non-PEO NEO Average Total Compensation Amount $ 4,638,269 6,361,985 6,072,179 5,246,489 5,769,074
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,450,024 12,965,592 11,389,954 3,676,892 8,859,654
Adjustment to Non-PEO NEO Compensation Footnote Average Compensation Actually Paid to non-PEO NEOs: This column represents the average compensation actually paid value for
our non-PEO NEOs calculated according to the methodology prescribed by the SEC. The following table summarizes the average
adjustments to the average Summary Compensation Table value which resulted in the average compensation actually paid amount for
our non-PEO NEOs in 2025:
Year
Average
Summary
Compensation
Table Total ($)
Average Grant
Date Fair Value
of Equity
Awards Granted
During the Year
($)
Average Year-
End Fair Value
of Equity
Awards Granted
During the Year
that Remain
Unvested as of
Year-End ($)(1)
Average Change
in Fair Value as
of Year-End of
Equity Awards
Granted in Any
Prior Year that
Remain
Unvested as of
Year-End ($)(1)
Average Fair
Value of Awards
Granted During
the Year that
Vested During
the Year ($)(1)
Average Change
in Fair Value as
of the Vesting
Date of Equity
Awards Granted
in Any Prior Year
that Vested
During the Year
($)(1)
Average
Compensation
Actually Paid ($)
2025
4,638,269
(3,026,237)
2,278,059
805,683
2,070
752,180
5,450,024
______________
(1)The fair value of equity awards (performance stock units, restricted stock units, the stock award granted to Mr. Wells related to his leadership of an
employee resource group and stock option awards) is calculated in accordance with the Compensation — Stock Compensation Topic of the FASB
Codification. Stock option values are derived using the Black-Scholes option pricing model. The assumptions (risk-free interest rate, expected
dividend yield, expected stock price volatility and expected option life) used in the calculation of the fair value of stock option awards at each
measurement date for purposes of determining the compensation actually paid amounts have been updated, as necessary, relative to the
assumptions used in the grant date fair value calculations for the respective stock option awards.
       
Compensation Actually Paid vs. Total Shareholder Return Relationship of Compensation Actually Paid and Our Total Shareholder Return
The compensation actually paid to our PEO and other NEOs was strongly aligned to our total shareholder return during the five-year
period of 2021 to 2025. This is largely a result of the significant weighting of equity-based compensation, which is directly linked to the
price of our Common Stock, in the pay program for the PEO and other NEOs.
       
Compensation Actually Paid vs. Net Income Relationship of Compensation Actually Paid and Our Net Income
The compensation actually paid to our PEO and other NEOs had limited alignment to our reported net income during the five-year
period of 2021 to 2025. Reported net income is not used as a performance measure in the pay programs for our PEO and other NEOs,
nor is it used when determining any other component of pay for this group.
       
Compensation Actually Paid vs. Company Selected Measure Relationship of Compensation Actually Paid and Our Reported Net Sales Growth
The compensation actually paid to our PEO and other NEOs was aligned to our reported net sales growth during the five-year period of
2021 to 2025. Our one-year reported net sales growth performance is used in the performance stock units program when calculating
our three-year average reported net sales growth performance relative to a comparison group of companies, which has represented
50% of the target award opportunity in each grant of performance stock units that is included in the calculation of compensation actually
paid during the five-year period of 2021 to 2025.
       
Total Shareholder Return Vs Peer Group Relationship of Our Total Shareholder Return and the Peer Group Total Shareholder Return
Our cumulative total shareholder return during the five-year period of 2021 to 2025 was greater than that of the S&P 500 Health Care
Index.
       
Tabular List, Table
Reported net sales growth
Constant currency sales
Adjusted net earnings per diluted share growth
Adjusted operating income
Adjusted operating income margin
       
Total Shareholder Return Amount $ 151.03 153.30 126.33 102.05 110.22
Peer Group Total Shareholder Return Amount 148.36 129.46 126.21 123.67 126.13
Net Income (Loss) $ 3,246,000,000 $ 2,993,000,000 $ 3,165,000,000 $ 2,358,000,000 $ 1,994,000,000
Company Selected Measure Amount 0.112 0.102 0.111 0.078 0.192
PEO Name Mr. Lobo        
Additional 402(v) Disclosure Summary Compensation Table Total for PEO: This column represents the total compensation value for our PEO as reported in the
Summary Compensation Table. Mr. Lobo was the PEO for each of the covered years in the table.
Total Shareholder Return: This column represents the total returns (including reinvestments of dividends) of our Common Stock
assuming $100 was invested on December 31, 2020.
Net Income: This column represents our net earnings (in $ millions) as reported in conformance with GAAP.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Reported net sales growth        
Non-GAAP Measure Description Reported Net Sales Growth: This column represents the annual percentage change in our reported net sales as reported in
conformance with GAAP. We believe this measure is the most important financial performance measure (that is otherwise not required
to be disclosed in the Pay versus Performance table) used in linking compensation actually paid to our PEO and other NEOs to our
performance for the most recently completed fiscal year. Sales metrics are prominently used in the NEOs' annual bonus plans and
performance stock unit awards. Our reported net sales growth in 2025 is a large factor in determining the fair value as of December 31,
2025 for three performance stock unit cycles (the grants of performance stock units made in 2023, 2024 and 2025) thereby significantly
influencing the 2025 total compensation actually paid amounts to our PEO and other NEOs.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Constant currency sales        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted net earnings per diluted share growth        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted operating income        
Measure:: 5          
Pay vs Performance Disclosure          
Name Adjusted operating income margin        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (16,684,917)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 12,568,907        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,800,709        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,690,283        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,026,237)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,278,059        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 805,683        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,070        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 752,180        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Feb. 05, 2025
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure The Company provides the following discussion of the timing of option awards in relation to the disclosure of material nonpublic
information, as required by Item 402(x) of Regulation S-K. We have adopted a granting policy covering all stock awards (including stock
options), both off-cycle (including hire-on) and ongoing annual grants. Under the policy, stock awards are granted by the Compensation
and Human Capital Committee, subject to approval by the Board in the case of grants to non-employee directors, and approval by the
independent directors of the Board in the case of grants to the Chief Executive Officer. Generally, the granting of stock awards occurs
on a pre-determined schedule, as described below. The Compensation and Human Capital Committee has delegated to the Chief
Executive Officer the authority to make "off-cycle grants" to new employees as a result of the acquisition of another company, in
situations where we are seeking to attract a senior level hire or recognize an employee for significant achievements or in other special
circumstances. In 2025 we made off-cycle grants to new hires, including those who became employees as a result of an acquisition,
and to select employees to recognize significant achievements and create retention incentives. Annual limits for off-cycle grants are
defined both per individual employee (20,000 shares) and in the aggregate (300,000 shares), with shares issuable in connection with
awards other than stock options being counted against such limits as 2.86 shares under our 2011 Long-Term Incentive Plan, as
amended or restated from time to time (the "2011 Plan").
The fair market value of Stryker stock used to establish the exercise price of all options is the closing sales price per share as reported
for NYSE Composite Transactions for the last trading day prior to the grant date. No stock grant is backdated and the timing of the
public release of material information or the grant of any stock award is not established with the intent of unduly benefiting a grantee
under a stock award. The Compensation and Human Capital Committee and, with respect to the Chief Executive Officer’s stock
awards, the independent directors of the Board, do not take material nonpublic information into account when determining the timing
and terms of stock awards. Instead, the timing of grants is in accordance with the compensation cycle described below. Each annual
grant and off-cycle grant of equity-based compensation is awarded on a pre-determined date as follows:
The annual grant of stock awards for employees is generally made on the date of the February meeting of the Board. The annual
grant of stock awards for non-employee directors is generally made on the date of the Board meeting that coincides with our
annual meeting of shareholders. Any change in the annual grant date for employees or non-employee directors must be made
with the prior approval of the Board.
Off-cycle awards may be granted by the Chief Executive Officer, pursuant to delegated authority from the Compensation and
Human Capital Committee, on or around the first business day of May, August or November following the date of hire or the
determination that an award is warranted in other circumstances. Off-cycle awards are reported to the Compensation and
Human Capital Committee and the Board at their next regular meetings.
The stock awards to our NEOs have historically included performance stock units, stock options, and occasionally, restricted stock
units. Where permissible by law, we require U.S. employees who receive stock awards to sign a version of the Company's
confidentiality, non-competition and non-solicitation agreement. The terms and conditions of our stock awards include recoupment
provisions that are applicable in the event of a violation of the non-compete agreement to which each of our NEOs has agreed.
The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Any
coordination between a grant of stock awards and the release of information that could be expected to affect such grant’s value is
generally precluded by the granting policy and pre-determined schedule, using the methodology described above.
The information in the table below is provided in accordance with Item 402(x)(2) of Regulation S-K regarding the grant of stock options
in 2025 within four business days before, or within one business day after, the filing of a report on Forms 10-K, 10-Q, or 8-K disclosing
material nonpublic information. The stock options included in the table were granted on February 5, 2025 as part of the annual grant of
stock awards, which occurred within four business days of the Form 8-K that was filed on February 10, 2025 that disclosed the details
of a public debt offering.
Name
Grant Date
Number of
Securities
Underlying
Award (#)
Exercise Price
($/sh)
Grant Date Fair
Value ($)
Percentage Change in the Closing Market Price of
the Securities Underlying the Award Between the
Trading Day Ending Immediately Prior to the
Disclosure of Material Nonpublic Information and the
Trading Day Beginning Immediately Following the
Disclosure of Material Nonpublic Information
Kevin A. Lobo
2/5/2025
48,936
392.39
6,920,781
(0.2)%
Preston W. Wells
2/5/2025
9,176
392.39
1,297,717
(0.2)%
Spencer S. Stiles
2/5/2025
13,458
392.39
1,903,300
(0.2)%
J. Andrew Pierce
2/5/2025
13,458
392.39
1,903,300
(0.2)%
Viju S. Menon
2/5/2025
8,258
392.39
1,167,889
(0.2)%
 
Award Timing Method The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Any
coordination between a grant of stock awards and the release of information that could be expected to affect such grant’s value is
generally precluded by the granting policy and pre-determined schedule, using the methodology described above.
 
Award Timing Predetermined true  
Award Timing MNPI Considered true  
Award Timing, How MNPI Considered The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Any
coordination between a grant of stock awards and the release of information that could be expected to affect such grant’s value is
generally precluded by the granting policy and pre-determined schedule, using the methodology described above.
 
MNPI Disclosure Timed for Compensation Value false  
Awards Close in Time to MNPI Disclosures, Table The information in the table below is provided in accordance with Item 402(x)(2) of Regulation S-K regarding the grant of stock options
in 2025 within four business days before, or within one business day after, the filing of a report on Forms 10-K, 10-Q, or 8-K disclosing
material nonpublic information. The stock options included in the table were granted on February 5, 2025 as part of the annual grant of
stock awards, which occurred within four business days of the Form 8-K that was filed on February 10, 2025 that disclosed the details
of a public debt offering.
Name
Grant Date
Number of
Securities
Underlying
Award (#)
Exercise Price
($/sh)
Grant Date Fair
Value ($)
Percentage Change in the Closing Market Price of
the Securities Underlying the Award Between the
Trading Day Ending Immediately Prior to the
Disclosure of Material Nonpublic Information and the
Trading Day Beginning Immediately Following the
Disclosure of Material Nonpublic Information
Kevin A. Lobo
2/5/2025
48,936
392.39
6,920,781
(0.2)%
Preston W. Wells
2/5/2025
9,176
392.39
1,297,717
(0.2)%
Spencer S. Stiles
2/5/2025
13,458
392.39
1,903,300
(0.2)%
J. Andrew Pierce
2/5/2025
13,458
392.39
1,903,300
(0.2)%
Viju S. Menon
2/5/2025
8,258
392.39
1,167,889
(0.2)%
 
Lobo [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Kevin A. Lobo
Underlying Securities | shares   48,936
Exercise Price | $ / shares   $ 392.39
Fair Value as of Grant Date | $   $ 6,920,781
Underlying Security Market Price Change   (0.002)
Wells [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Preston W. Wells
Underlying Securities | shares   9,176
Exercise Price | $ / shares   $ 392.39
Fair Value as of Grant Date | $   $ 1,297,717
Underlying Security Market Price Change   (0.002)
Stiles [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Spencer S. Stiles
Underlying Securities | shares   13,458
Exercise Price | $ / shares   $ 392.39
Fair Value as of Grant Date | $   $ 1,903,300
Underlying Security Market Price Change   (0.002)
Pierce [Member]    
Awards Close in Time to MNPI Disclosures    
Name   J. Andrew Pierce
Underlying Securities | shares   13,458
Exercise Price | $ / shares   $ 392.39
Fair Value as of Grant Date | $   $ 1,903,300
Underlying Security Market Price Change   (0.002)
Menon [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Viju S. Menon
Underlying Securities | shares   8,258
Exercise Price | $ / shares   $ 392.39
Fair Value as of Grant Date | $   $ 1,167,889
Underlying Security Market Price Change   (0.002)
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true