We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Stryker Corp | NYSE:SYK | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.87 | -0.26% | 338.00 | 340.41 | 336.32 | 337.65 | 2,477,123 | 01:00:00 |
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)
|
x
|
No fee required.
|
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|
1)
|
Title of each class of securities to which transaction applies:
|
2)
|
Aggregate number of securities to which transaction applies:
|
3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
4)
|
Proposed maximum aggregate value of transaction:
|
5)
|
Total fee paid:
|
o
|
Fee paid previously with preliminary materials.
|
o
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
1)
|
Amount Previously Paid:
|
2)
|
Form, Schedule or Registration Statement No.:
|
3)
|
Filing Party:
|
4)
|
Date Filed:
|
Date:
|
May 5, 2020
|
Time:
|
2:00 p.m., Eastern Time
|
Place:
|
Due to concerns regarding the coronavirus outbreak (“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/SYK2020 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.
|
•
|
Elect ten directors;
|
•
|
Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020;
|
•
|
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.
|
|
|
Dean H. Bergy
|
|
|
Vice President, Corporate Secretary
|
March 24, 2020
|
|
|
Section
|
Page
|
1
|
|
Meeting Information
|
1
|
Shareholder Voting Matters
|
1
|
Our Director Nominees and Board Characteristics
|
1
|
Corporate Governance Practices
|
2
|
Executive Compensation Philosophy
|
2
|
Executive Compensation Practices
|
2
|
Financial Performance
|
3
|
4
|
|
Who Is Entitled to Vote?
|
4
|
How Do I Vote?
|
4
|
May I Change My Mind after Submitting a Proxy?
|
4
|
What are Broker Non-Votes?
|
4
|
What is the Required Vote?
|
4
|
How Can I Attend the Annual Meeting?
|
4
|
How Can I Submit a Question for the Annual Meeting?
|
4
|
What if I Need Technical Assistance?
|
4
|
Can I Vote During the Annual Meeting?
|
5
|
Will a Replay of the Annual Meeting be Available?
|
5
|
Can I Access These Proxy Materials on the Internet?
|
5
|
Stryker's 2019 Annual Review Available Online
|
5
|
Management Proposals
|
6
|
6
|
|
Proposal 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm
|
9
|
10
|
|
Shareholder Proposal
|
11
|
Proposal 4 — Non-Management Employee Representation on the Board of Directors
|
11
|
13
|
|
Principal Shareholders
|
13
|
Security Ownership of Directors, New Director Nominee and Executive Officers
|
14
|
15
|
|
Board's Role in Strategic Planning and Risk Oversight
|
15
|
Independent Directors
|
15
|
Board Committees
|
15
|
Approach to Environmental, Social and Governance Related Matters
|
16
|
Compensation Risks
|
16
|
Board Leadership Structure
|
17
|
Executive Sessions of Independent Directors
|
17
|
Contacting the Board of Directors
|
17
|
Code of Conduct / Code of Ethics
|
17
|
Certain Relationships and Related Party Transactions
|
17
|
18
|
|
Named Executive Officers
|
18
|
Overview
|
18
|
Compensation Objectives
|
18
|
Executive Compensation Philosophy
|
19
|
The Role of Benchmarking in Our Executive Compensation Decisions
|
19
|
Management's Role in Determining Executive Compensation
|
20
|
2019 Compensation Decisions
|
20
|
2019 Compensation Elements
|
20
|
Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements
|
26
|
Equity Plans and Equity-Based Compensation Award Granting Policy
|
26
|
Executive and Non-Employee Director Stock Ownership Guidelines
|
26
|
Prohibition of Hedging and Pledging Transactions
|
27
|
Recoupment Policy
|
27
|
Employment Agreements and Severance Policy
|
27
|
Company Tax and Accounting Issues
|
27
|
2020 Compensation Decisions
|
28
|
28
|
|
29
|
|
Summary Compensation Table
|
29
|
2019 Grants of Plan-Based Awards
|
30
|
Outstanding Equity Awards at 2019 Fiscal Year-End
|
32
|
2019 Option Exercises and Stock Vested
|
33
|
2019 Pension Benefits
|
33
|
2019 Nonqualified Deferred Compensation
|
33
|
Potential Payments upon Termination or Change in Control
|
34
|
Ratio of 2019 Compensation of the Chief Executive Officer to that of the Median Employee
|
35
|
36
|
|
37
|
|
38
|
|
Proposals for Inclusion in our 2021 Proxy Materials
|
38
|
Director Nominations for Inclusion in our 2021 Proxy Materials (Proxy Access)
|
38
|
Other Proposals or Nominations to be Brought Before our 2021 Annual Meeting
|
38
|
Delinquent Section 16(a) Reports
|
38
|
Other Matters
|
38
|
Expenses of Solicitation
|
38
|
Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure
|
A-1
|
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 5, 2020 at 2:00 p.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 4 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
|
6
|
Proposal 2 —
|
Ratify appointment of independent registered public accounting firm
|
For
|
9
|
Proposal 3 —
|
Advisory vote to approve named executive officer compensation
|
For
|
10
|
Shareholder Proposal
|
|
|
|
Proposal 4 —
|
Non-management employee representation on the Board of Directors
|
Against
|
11
|
Board Skills and
|
|
|
|
|
Experience:
|
Consumer Marketing
|
Hospital / Payor
|
Leadership
|
Risk Management
|
|
Finance
|
Innovation
|
Mergers and Acquisitions
|
Strategic Thinking
|
|
Healthcare Industry
|
International
|
Quality Systems
|
Technology / Digital
|
Corporate Governance 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 Chairman and CEO.
|
•
|
Regular executive sessions of independent directors.
|
•
|
All members of Board Committees are independent.
|
•
|
A majority of Audit Committee members are "audit committee financial experts."
|
•
|
Annual Board and Committee self-evaluations.
|
•
|
Annual independent director evaluation of Chairman and CEO.
|
•
|
Active Board and Committee oversight of risk and risk management.
|
•
|
Commitment toward corporate social responsibility and sustainability.
|
•
|
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.
|
Executive Compensation Philosophy
|
•
|
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 2019, the value of the variable performance and stock-based compensation for our Named Executive Officers ("NEOs") averaged 87% of total direct compensation.
|
•
|
Our annual and long-term incentives align the interests of our executives with those of our shareholders, utilizing challenging performance goals that should result in profitable, sustained business growth over the long term as well as stock price increases over time.
|
•
|
We regularly evaluate our executive compensation programs to ensure that they do not encourage excessive risk taking.
|
•
|
Our stock ownership guidelines reflect our conviction that our senior executives and non-employee directors should have meaningful share ownership positions in the Company to reinforce the alignment of the interests of our management and shareholders.
|
•
|
Our recoupment policy applies to all cash and equity incentive 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 2019 resulted in a 97% favorable vote.
|
Executive Compensation Practices
|
•
|
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 recoupment policy applies to all cash and equity incentive payments made after 2014 to our elected corporate officers.
|
•
|
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 standard relocation and expatriate assignment practices).
|
•
|
We do not reprice, exchange or buyout 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)
|
2019
|
|
2018
|
|
% Change
|
|
||
|
|
|
|
|||||
Net sales
|
|
$14,884
|
|
|
$13,601
|
|
9.4
|
|
Earnings before income taxes
|
2,562
|
|
2,356
|
|
8.7
|
|
||
Income taxes
|
479
|
|
(1,197
|
)
|
nm(2)
|
|
||
Net earnings
|
2,083
|
|
3,553
|
|
(41.4
|
)
|
||
Adjusted net earnings(1)
|
3,139
|
|
2,779
|
|
13.0
|
|
||
|
|
|
|
|||||
Net earnings per diluted share of common stock:
|
|
|
|
|||||
Reported
|
5.48
|
|
9.34
|
|
(41.3
|
)
|
||
Adjusted(1)
|
8.26
|
|
7.31
|
|
13.0
|
|
||
|
|
|
|
|||||
Dividends paid per share of common stock
|
2.08
|
|
1.88
|
|
10.6
|
|
||
Cash, cash equivalents, and marketable securities
|
4,425
|
|
3,699
|
|
19.6
|
|
(2)
|
Not meaningful.
|
Who Is Entitled to Vote?
|
How Do I Vote?
|
•
|
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.
|
May I Change My Mind after Submitting a Proxy?
|
•
|
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.
|
What are Broker Non-Votes?
|
What is the Required Vote?
|
How Can I Attend the Annual Meeting?
|
How Can I Submit a Question for the Annual Meeting?
|
What if I Need Technical Assistance?
|
Can I Vote During the Annual Meeting?
|
Will a Replay of the Annual Meeting be Available?
|
Can I Access These Proxy Materials on the Internet?
|
Stryker's 2019 Annual Review Available Online
|
Proposal 1 — Election of Directors
|
MARY K. BRAINERD, Age 66, Director since 2017
|
|
ROCH DOLIVEUX, DVM, Age 63, Director since 2010
|
||
|
Former President and Chief Executive Officer of HealthPartners, the largest, consumer-governed, nonprofit health care organization in the United States, which she led from 2002 to May 2017. Prior to joining HealthPartners in 1992, she held various executive roles with Blue Cross and Blue Shield of Minnesota from 1984 to 1992. She also serves as a director of Bremer Bank and Securian Financial, a financial services company headquartered in Minneapolis.
Ms. Brainerd’s extensive experience surrounding both health care delivery and insurance enable her to provide unique and invaluable insight to our Board discussions, particularly in light of the evolving landscape in the health care delivery and payer markets.
|
|
|
Chairman of the Board, Pierre Fabre SA, a global dermocosmetics and healthcare company. Chairman of GLG Institute, a community of senior executives for experience sharing and learning. Director of UCB, a global biopharmaceutical company, where he was Chief Executive Officer for 10 years. He is also Chairman of the Board of the Vlerick Business School, a top-100 business school in the world based in Belgium and of the Caring Entrepreneurship Fund, a philanthropic organization to help entrepreneurs start their own businesses in healthcare.
Dr. Doliveux has extensive experience in life science and healthcare companies, including research, development, regulatory, medical, marketing, market access, sales and mergers and acquisitions, as well as strategic and organizational change management. His exposure to business in many geographies and cultures is very valuable as Stryker seeks to expand its global presence. |
SRIKANT M. DATAR, PH.D., Age 66, Director since 2009
|
|
ALLAN C. GOLSTON, Age 53, Director since 2011
|
||
|
Arthur Lowes Dickinson Professor at the Graduate School of Business Administration of Harvard University since 1996. Faculty Chair of the Harvard Innovation Labs and Senior Associate Dean for University Affairs. From 1989 to 1996, he was Edmund W. Littlefield Professor at the Graduate School of Business, Stanford University. Dr. Datar is also a director of Novartis AG, a multinational pharmaceutical and consumer health products company, ICF International, Inc., a management, technology and policy consulting firm, and T-Mobile US, Inc., a provider of wireless voice, messaging and data services.
Dr. Datar has an extensive background in accounting and finance and a variety of other business areas, including organization design and performance measurement. His strong academic and business background and his experience on the board committees of other companies allow him to make significant contributions to our committees. His service on the boards of global companies involved in pharmaceuticals and high tech gives him great insights into assessing the Company's technology and strategies to expand our business globally. |
|
|
President, United States Program for the Bill & Melinda Gates Foundation since 2006, and Chief Financial and Administrative Officer of the Bill & Melinda Gates Foundation from 2000 to 2006. Mr. Golston is also a director of Harley-Davidson, Inc., a manufacturer of motorcycles and accessories.
Mr. Golston has extensive experience in auditing, finance and the healthcare industry. He is a Certified Public Accountant and has held positions as a finance executive with Swedish Health Services (Seattle, WA) and the University of Colorado Hospital. In his service to the Gates Foundation, he has contributed to the strategic formation and operation of successful initiatives to provide healthcare, education and other human needs, all of which give him understanding that will assist Stryker in our global efforts to meet the needs of patients and caregivers. Additionally, Mr. Golston's expertise in financial matters enables him to make valuable contributions to our Audit Committee and his overall experience positions him well to serve as our Lead Independent Director. |
KEVIN A. LOBO, Age 54, Director since 2012
|
|
LISA M. SKEETE TATUM, Age 52
|
||
|
Named Chairman of the Board in July 2014 and has served as Chief Executive Officer of the Company since October 2012. He joined the Company as a Group President in 2011. Prior thereto, he held leadership roles over eight years with Johnson & Johnson. Mr. Lobo is also a director of Parker-Hannifin Corporation, a manufacturer of motion and control technologies and systems.
Mr. Lobo's global business and leadership experience across multiple industries, including healthcare, enables him to provide valuable insight to the Board regarding the Company's operations and strategy. As the sole member of management on our Board, he provides management's perspectives and the necessary link to the Company's day-to-day operations. |
|
|
Founder and Chief Executive Officer of Landit, Inc., a technology platform created to increase the success and engagement of women and diverse groups in the workplace, since 2014. Previously, she was a General Partner for over a decade with Cardinal Partners, a $350 million early stage healthcare venture capital firm, where she focused on investments in healthcare technology. Ms. Skeete Tatum also worked for Procter & Gamble in various global and functional roles including product development and product supply. She previously served on the boards of Surgical Care Affiliates, Inc., the Princeton Medical Center Foundation Board, and numerous high growth medical technology companies.
Ms. Skeete Tatum’s experience in healthcare technology investing and her talent development skills, including her success in building a platform that enables companies and individuals to drive career improvement opportunities for everyone in the workplace, are expected to provide valuable insights to our Board. |
SHERILYN S. MCCOY, Age 61, Director since 2018
|
|
RONDA E. STRYKER, Age 65, Director since 1984
|
||
|
Former Chief Executive Officer and Director of Avon Products, Inc., a personal care products company, which she led for almost six years until she retired in February 2018. Prior thereto, Ms. McCoy had a 30-year career at Johnson & Johnson, where she led a variety of large medical device, pharmaceutical and consumer businesses and rose to the position of Vice Chair. She is also a director of AstraZeneca plc, a global, science-led biopharmaceutical company; Kimberly-Clark, a multinational manufacturer of personal care products; and Novacure, an oncology company pioneering a novel therapy for solid tumors called Tumor Treating Fields.
Ms. McCoy has deep global experience as well as strong knowledge regarding mergers and acquisitions and the management of complex organizational structures. These skills, along with her background in the medical technology industry and extensive experience in a public company environment, enable her to bring valuable insights to our Board. |
|
|
Granddaughter of the founder of the Company and daughter of a former President of the Company. She is also Vice Chair and a director of Greenleaf Trust, a Michigan chartered bank, Vice Chair of Spelman College and member of the Harvard Medical School Board of Fellows.
Ms. Stryker brings a strong interest in advocating the benefits of diversity and various matters regarding social responsibility. As the Company's largest individual shareholder and a member of the founding family, she brings a strong shareholder perspective, unlike that of any other member of our Board, making her a valuable component of a well-rounded Board.
|
ANDREW K. SILVERNAIL, Age 49, Director since 2013
|
|
RAJEEV SURI, Age 52, Director since 2018
|
||
|
Chairman, President and Chief Executive Officer of IDEX Corporation, an applied solutions business serving high growth specialized markets, Chairman since 2012 and President and Chief Executive Officer since 2011, and Vice President, Group Executive from January 2009 to August 2011. Mr. Silvernail is also a trustee for the Manufacturers Alliance for Productivity and Innovation (MAPI) and serves on the Board of Advisors for the Thayer School of Engineering at Dartmouth College.
By virtue of his service as Chairman, President and Chief Executive Officer of IDEX Corporation and his prior experience in executive leadership positions with IDEX and another large public company, Mr. Silvernail provides valuable business, leadership and management insights and useful perspectives to our Board discussions. His experience leading a large public company with global operations gives him a clear understanding of the issues facing a multinational business such as ours.
|
|
|
President and Chief Executive Officer of Nokia, a leading global technology company, since April 2014. From 2009 to 2014, he was Chief Executive Officer of Nokia Solutions and Networks (previously Nokia Siemens Networks). Much of his nearly 30-year career has been spent in leadership roles at Nokia. He is also a United Nations Broadband Commissioner and a member of the steering committee of the Digital Communications Industry at the World Economic Forum.
Mr. Suri has deep business experience working across a range of functions, including strategy, mergers and acquisitions, marketing and sales. He has led a transformation of Nokia through significant portfolio adjustments, including the acquisition of Alcatel-Lucent, and has strong global experience. This background and Mr. Suri’s extensive knowledge across a range of technology solutions provide critical input to our Board. |
Proposal 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm
|
Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation
|
Proposal 4 — Non-Management Employee Representation on the Board of Directors
|
1.
|
Any legal, technical, practical, or organizational impediments to non-management employees gaining board nomination;
|
2.
|
Benefits and challenges associated with board membership of non-management employees;
|
3.
|
Opportunities or procedures through which non-management employees could gain nomination to the board, such as allocation of board slots or special board nomination processes for non-management employees, potential for building upon the company’s existing proxy access provision, and any needed changes to corporate governance documents to accomplish such changes.
|
Principal Shareholders
|
Name and Address of Beneficial Owner
|
Number of Shares
Beneficially Owned (#)
|
Percentage of
Class (%)
|
T. Rowe Price Associates, Inc.
|
28,879,208(1)
|
7.7
|
100 E. Pratt Street
|
|
|
Baltimore, Maryland 21202
|
|
|
The Vanguard Group, Inc.
|
28,493,681(2)
|
7.6
|
100 Vanguard Boulevard
|
|
|
Malvern, Pennsylvania 19355
|
|
|
BlackRock, Inc.
|
26,358,870(3)
|
7.0
|
55 East 52nd Street
|
|
|
New York, New York 10055
|
|
|
Ronda E. Stryker
|
23,341,197(4)
|
6.2
|
c/o Greenleaf Trust
|
|
|
211 South Rose Street
|
|
|
Kalamazoo, Michigan 49007
|
|
|
Greenleaf Trust
|
21,743,475(5)
|
5.8
|
211 South Rose Street
|
|
|
Kalamazoo, Michigan 49007
|
|
|
John W. Brown
|
20,056,200(6)
|
5.4
|
2825 Airview Boulevard
|
|
|
Kalamazoo, Michigan 49002
|
|
|
(1)
|
This information is based solely on information as of December 31, 2019 contained in a filing with the SEC on February 14, 2020. T. Rowe Price Associates, Inc. has sole voting power with respect to 11,061,442 shares and sole dispositive power with respect to all shares.
|
(2)
|
This information is based solely on information as of December 31, 2019 contained in a filing with the SEC on February 12, 2020. The Vanguard Group, Inc. has sole voting power with respect to 508,800 shares, shared voting power with respect to 101,062 shares, sole dispositive power with respect to 27,915,057 shares and shared dispositive power with respect to 578,624 shares.
|
(3)
|
This information is based solely on information as of December 31, 2019 contained in a filing with the SEC on February 6, 2020. BlackRock, Inc. has sole voting power with respect to 22,876,481 shares and sole dispositive power with respect to all shares.
|
(4)
|
This information is based solely on information as of January 31, 2020 contained in a filing with the SEC on March 13, 2020. The shares of Common Stock shown as beneficially owned by Ms. Stryker include 39,164 shares that she has the right to acquire within 60 days of January 31, 2020 upon exercise of stock options and vesting of restricted stock units. Ms. Stryker has sole voting and dispositive power with respect to 6,985,068 of the shares of Common Stock shown as beneficially owned by her, sole voting and shared dispositive power with respect to 432,995 shares, no voting and shared dispositive power with respect to 40,000 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.
|
(5)
|
This information is based solely on information as of December 31, 2019 contained in a filing with the SEC on February 11, 2020. 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 122,195 shares, shared voting power with respect to 21,621,280 shares, sole dispositive power with respect to 116,301 shares and shared dispositive power with respect to 21,627,174 shares. See note (4) 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, 2019 contained in a filing with the SEC on February 10, 2020. Mr. Brown has sole voting and dispositive power with respect to 19,796,200 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, New Director Nominee and Executive Officers
|
|
Number of Shares Owned (#)(2)
|
Right to
Acquire (#)(3)
|
Total (#)(4)
|
Percentage of Outstanding Shares (%)
|
|||
Directors:
|
|
|
|
|
|||
Mary K. Brainerd
|
1,648
|
1,202
|
2,850
|
*
|
|||
Srikant M. Datar, Ph.D.
|
20,891
|
29,169
|
50,060
|
*
|
|||
Roch Doliveux, DVM
|
20,912
|
29,237
|
50,149
|
*
|
|||
Louise L. Francesconi
|
16,646
|
29,169
|
45,815
|
*
|
|||
Allan C. Golston
|
9,027
|
24,434
|
33,461
|
*
|
|||
Kevin A. Lobo
|
31,009
|
1,081,010
|
1,112,019
|
*
|
|||
Sherilyn S. McCoy
|
—
|
|
—
|
|
—
|
|
*
|
Andrew K. Silvernail
|
1,902
|
13,969
|
15,871
|
*
|
|||
Ronda E. Stryker
|
23,302,033
|
39,164
|
23,341,197
|
6.2
|
|||
Rajeev Suri
|
1,048
|
|
—
|
|
1,048
|
|
*
|
New Director Nominee:
|
|
|
|
|
|||
Lisa M. Skeete Tatum
|
—
|
|
—
|
|
—
|
|
*
|
Named Executive Officers(1):
|
|
|
|
|
|||
Glenn S. Boehnlein
|
19,336
|
132,393
|
151,729
|
*
|
|||
Timothy J. Scannell
|
160,895
|
383,271
|
544,166
|
*
|
|||
Robert S. Fletcher
|
—
|
|
—
|
|
—
|
|
*
|
Viju S. Menon
|
2,212
|
|
15,208
|
|
17,420
|
|
*
|
Executive officers, directors and director nominee as a group (20 persons)
|
23,618,773
|
1,941,793
|
25,560,566
|
6.8
|
*
|
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, 2020 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, 2020 upon exercise of options and vesting of shares underlying restricted stock units or performance stock units.
|
(4)
|
Except for the shared beneficial ownership of certain shares of Common Stock by Dr. Datar (7,642 shares) and Ms. Stryker (16,316,965 shares), such persons hold sole voting and dispositive power with respect to the shares shown in this column.
|
Board's Role in Strategic Planning and Risk Oversight
|
Independent Directors
|
Board Committees
|
•
|
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.
|
Approach to Environmental, Social and Governance Related Matters
|
Compensation Risks
|
Board Leadership Structure
|
Executive Sessions of Independent Directors
|
Contacting the Board of Directors
|
Code of Conduct / Code of Ethics
|
Certain Relationships and Related Party Transactions
|
Named Executive Officers
|
Name
|
Title
|
Kevin A. Lobo
|
Chairman and CEO
|
Glenn S. Boehnlein
|
Vice President, Chief Financial Officer ("CFO")
|
Timothy J. Scannell
|
President and Chief Operating Officer ("COO")
|
Robert S. Fletcher
|
Vice President, Chief Legal Officer(1)
|
Viju S. Menon
|
Group President, Global Quality and Operations
|
(1)
|
Mr. Fletcher joined the Company as Vice President, Chief Legal Officer on April 22, 2019.
|
Overview
|
•
|
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 2019, the value of the variable, performance and stock-based compensation elements for the NEOs averaged 87% of the total value of the primary compensation elements (salary, actual bonus and stock awards). See "Summary Compensation Table" on page 29;
|
•
|
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 2019 averaged 142% of target as a result of performance that, overall, was above 2019 bonus plan goals that were generally more challenging than prior year actual results;
|
•
|
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 2017 grant of performance stock units, which is discussed under "2017 Performance Stock Units: Results for the 2017-2019 Performance Period" beginning on page 24, was 200% of target as a result of performance that reached the maximum goal for both sales growth relative to a comparison group of companies and 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" beginning on page 16 and believe that our executive compensation practices do not create risks that are reasonably likely to have a material adverse effect on Stryker.
|
Compensation Objectives
|
•
|
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, business area and individual performance, both financial and non-financial;
|
•
|
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
|
The Role of Benchmarking in Our Executive Compensation Decisions
|
•
|
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.
|
Management's Role in Determining Executive Compensation
|
•
|
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 and reporting to the Compensation Committee regarding achievement against the bonus plans; 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.
|
2019 Compensation Decisions
|
Name
|
2019 Annualized Base Salary ($)
|
% Increase Relative to 2018
|
2019 Target Bonus ($)
|
% Increase Relative to 2018
|
||
Kevin A. Lobo
|
1,236,000
|
3.0
|
%
|
1,854,000
|
3.0
|
%
|
Glenn S. Boehnlein
|
660,000
|
10.0
|
%
|
594,000
|
16.5
|
%
|
Timothy J. Scannell
|
775,000
|
3.3
|
%
|
775,000
|
3.3
|
%
|
Robert S. Fletcher(1)
|
515,000
|
—
|
|
250,868
|
—
|
|
Viju S. Menon
|
515,000
|
3.0
|
%
|
437,750
|
3.0
|
%
|
(1)
|
Mr. Fletcher's annualized base salary was effective as of his start date in April 2019 and his 2019 target bonus amount was prorated to reflect his start date.
|
2019 Compensation Elements
|
Name
|
Target Bonus ($)
|
Maximum Bonus Opportunity ($)
|
Actual Bonus Payment ($)
|
Payment as Percentage of Target
|
|
Kevin A. Lobo
|
1,854,000
|
3,708,000
|
2,632,309
|
142
|
%
|
Glenn S. Boehnlein
|
594,000
|
1,188,000
|
843,361
|
142
|
%
|
Timothy J. Scannell
|
775,000
|
1,550,000
|
1,100,345
|
142
|
%
|
Robert S. Fletcher(1)
|
250,868
|
501,737
|
356,183
|
142
|
%
|
Viju S. Menon
|
437,750
|
875,500
|
621,517
|
142
|
%
|
(1)
|
Reflects prorated amounts as a result of joining the Company in April 2019. Mr. Fletcher also received a sign-on bonus payment of $75,000 in connection with joining the Company in April 2019, which is not reflected in the table above. The sign-on bonus amount served as an inducement for Mr. Fletcher to join the Company and approximated the prorated 2019 projected bonus amount that Mr. Fletcher forfeited upon his departure from his prior employer.
|
•
|
These are key measures that are the objectives of our strategic plan;
|
•
|
These metrics focus our NEOs on growth and profitability, which are important for our long-term success;
|
•
|
The goals for these metrics generally align with our annual budget; and
|
•
|
We believe these are primary measures our investors monitor in evaluating our performance and making investment decisions regarding Stryker stock.
|
•
|
Threshold is the performance required before any bonus accrues. Performance below the threshold level results in no bonus payment for that performance measure. Results for all quantitative measures are prorated between threshold and target. Meeting the target goal results in the payment of 100% of bonus opportunity for the particular measure.
|
•
|
The table expresses the goals for quantitative performance measures as a percentage change from 2018 actual results to show the degree of improvement required relative to the prior year to achieve bonus plan payment levels.
|
•
|
Bonus plan goals are based on the Company's financial results as reported in conformance with GAAP but may be adjusted at the Compensation Committee's discretion to reflect the impact of specified corporate transactions, changes in foreign currency exchange rates, accounting or tax changes and other extraordinary or nonrecurring events so that the operating results of the Company are calculated on a comparable basis from year to year. Information with respect to adjustments made to GAAP operating income in 2019 that resulted in the adjusted operating income used in the calculation of the NEOs' bonus awards is set forth in the following reconciliation (dollar values in millions):
|
Item
|
Year Ended
December 31, 2019 |
||
Operating income, as reported
|
|
$2,713
|
|
Acquired inventory stepped up to fair value
|
67
|
|
|
Other acquisition and integration-related charges
|
208
|
|
|
Amortization of purchased intangible assets
|
464
|
|
|
Restructuring-related and other charges
|
226
|
|
|
Medical device regulations
|
62
|
|
|
Recall-related matters
|
192
|
|
|
Regulatory and legal matters
|
(24
|
)
|
|
Net currency adjustments
|
67
|
|
|
Operating income attributable to acquisitions that occurred during 2019
|
7
|
|
|
Adjusted operating income for bonus calculation
|
|
$3,982
|
|
•
|
Refer to "Appendix A — Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure" for information with respect to adjustments made to GAAP diluted net earnings per share in 2019 that resulted in the adjusted diluted net earnings per share used in the calculation of the NEOs' bonus awards.
|
•
|
For performance measures that are qualitative in nature, the determination of performance requires subjective evaluations rather than quantifiable calculations of levels of goal achievement. These subjective performance evaluations for 2019 were made by the Compensation Committee after considering recommendations from Mr. Lobo in the case of each of the other NEOs and by the independent directors in the case of Mr. Lobo, in each case after consideration was given to the individual's performance with respect to the goal. The threshold payment for qualitative measures is zero percent.
|
•
|
Payout for each overachievement metric generally begins when performance exceeds the budgeted value for the respective metric and is prorated between the threshold and target overachievement levels.
|
|
2019 Threshold
|
|
2019 Target
|
||||||||
|
Threshold
|
Threshold as Percentage Change Over 2018 Actual
|
Potential Payment as Percentage of Total Target Bonus
|
|
Target
|
Target as Percentage Change Over 2018 Actual
|
Potential Payment as Percentage of Total Target Bonus
|
||||
Core Bonus Potential:
|
|
|
|
|
|
|
|
||||
Adjusted operating income
|
$3.496 bil.
|
(0.6
|
)%
|
10
|
%
|
|
$3.884 bil.
|
10.4
|
%
|
20
|
%
|
Adjusted operating income margin
|
26.09%
|
0.9
|
%
|
10
|
%
|
|
26.29%
|
1.7
|
%
|
20
|
%
|
Constant currency sales
|
$13.886 bil.
|
2.1
|
%
|
20
|
%
|
|
$14.772 bil.
|
8.6
|
%
|
40
|
%
|
Functional goal(1)
|
—
|
—
|
|
0
|
%
|
|
—
|
—
|
|
20
|
%
|
|
|
|
40
|
%
|
|
|
|
100
|
%
|
||
Overachievement Bonus Potential:
|
|
|
|
|
|
|
|
||||
Adjusted operating income
|
$3.884 bil.
|
10.4
|
%
|
0
|
%
|
|
$4.079 bil.
|
16.0
|
%
|
50
|
%
|
Constant currency sales
|
$14.772 bil.
|
8.6
|
%
|
0
|
%
|
|
$15.363 bil.
|
13.0
|
%
|
25
|
%
|
Adjusted diluted net earnings per share
|
$8.10
|
10.8
|
%
|
0
|
%
|
|
$8.59
|
17.5
|
%
|
25
|
%
|
|
|
|
0
|
%
|
|
|
|
100
|
%
|
Name
|
Functional Goal
|
Kevin A. Lobo
|
Qualitative assessment of his efforts in leading the Company's multi-year cost transformation initiative, driving commercial model innovation, strengthening the Company's leadership bench strength, and improving the Company's diversity and inclusion.
|
Glenn S. Boehnlein
|
Qualitative assessment of his contributions to the execution of the Company's cost transformation initiative and implementing the Company's Finance transformation program with a focus on global shared services.
|
Timothy J. Scannell
|
Qualitative assessment of his contributions to the execution of the Company's cost transformation initiative, driving success in the integration of the Company's recent acquisitions and developing a consistent commercial model to address the changing landscape of the healthcare market.
|
Robert S. Fletcher
|
Qualitative assessment related to his efforts of driving improvement in the Company's enterprise risk management and global compliance programs.
|
Viju S. Menon
|
Qualitative assessment of his contributions to the execution of the Company's cost transformation initiative and continuing the transformation of the Company's global supply chain organization.
|
•
|
Aligning the personal and financial interests of management and other employees with shareholder interests;
|
•
|
Balancing near-term considerations with a focus on improving the business and creating shareholder value over the long-term; and
|
•
|
Providing a means to attract, motivate and retain a skilled management team.
|
Abbott Laboratories
|
General Electric Company (Healthcare Segment)
|
Siemens Healthineers AG
|
Baxter International Inc.
|
Johnson & Johnson (Medical Devices & Diagnostics)
|
Smith & Nephew plc
|
Becton, Dickinson and Company
|
Laboratory Corporation of America Holdings
|
Thermo Fisher Scientific Inc.
|
Boston Scientific Corporation
|
Medtronic plc
|
3M Company (Healthcare Segment)
|
Fresenius Medical Care AG & Co. KGaA
|
Quest Diagnostics Incorporated
|
Zimmer Biomet Holdings, Inc.
|
|
Royal Philips (combined segments of Diagnosis & Treatment and Connected Care)
|
|
Average Adjusted Diluted Net Earnings Per Share Growth
|
Below Minimum
|
Minimum
|
Target
|
Maximum
|
Actual
|
Goal
|
< 6.0%
|
6.0%
|
9.0%
|
12.0%
|
12.5%
|
Earned 2017 PSUs, as % of Target
|
0
|
50
|
100
|
200
|
200
|
Weighted-Average (50%) Earned 2017 PSUs, as % of Target
|
|
|
|
|
100
|
|
|
|
|
|
|
Relative Average Sales Growth
|
Percentile Ranking
|
Actual
|
|||
Goal
|
Below 33rd
|
33rd
|
50th
|
75th and Above
|
100th
|
Earned 2017 PSUs as % of Target
|
0
|
50
|
100
|
200
|
200
|
Weighted-Average (50%) Earned 2017 PSUs, as % of Target
|
|
|
|
|
100
|
|
|
|
|
|
|
Total 2017 PSUs earned, as % of Target(1)
|
|
|
|
|
200
|
Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements
|
Equity Plans and Equity-Based Compensation Award Granting Policy
|
•
|
The annual grant of stock awards for employees will generally be made on the date of the February meeting of the Board. The annual grant of stock awards for non-employee directors will generally be 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 Committee, on 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 Committee and the Board at their next regular meetings.
|
Executive and Non-Employee Director Stock Ownership Guidelines
|
Position
|
Market Value of Stock Owned
|
Expected Time Period to Comply
|
Non-Employee Directors
|
$500,000
|
5 years
|
Chief Executive Officer
|
5 times salary
|
5 years
|
Other NEOs
|
3 times salary
|
5 years
|
Prohibition of Hedging and Pledging Transactions
|
Recoupment Policy
|
Employment Agreements and Severance Policy
|
Company Tax and Accounting Issues
|
2020 Compensation Decisions
|
Name
|
Annualized Base Salary ($)
|
Target Bonus ($)(1)
|
Number of Performance
Stock Units at Target (#)(2) |
Number of Stock Options (#)(3)
|
Kevin A. Lobo
|
1,275,000
|
1,912,500
|
24,960
|
124,800
|
Glenn S. Boehnlein
|
680,000
|
646,000
|
7,396
|
36,975
|
Timothy J. Scannell
|
800,000
|
800,000
|
12,018
|
60,090
|
Robert S. Fletcher
|
535,000
|
401,250
|
3,236
|
16,175
|
Viju S. Menon
|
535,000
|
454,750
|
4,392
|
21,955
|
(1)
|
Each NEO bonus plan for 2020 includes an opportunity to earn an overachievement bonus of up to an additional 100% of target bonus based on sales on a constant currency basis and adjusted earnings metrics.
|
(2)
|
Key design features for the 2020 performance stock units include the following:
|
•
|
In order to earn any shares, a pre-established threshold level of three-year average adjusted diluted net earnings per share growth must be achieved, with the actual number of shares earned based on actual average adjusted diluted net earnings per share growth and sales growth relative to a comparison group of companies over the three-year performance period;
|
•
|
Payout range of 0% to 200% of the target award; and
|
•
|
Settled in Common Stock in early 2023 following the completion of the three-year performance period.
|
Submitted by:
|
|
Roch Doliveux, DVM, Chair
|
Srikant M. Datar, Ph.D.
|
Louise L. Francesconi
|
Sherilyn S. McCoy
|
|
Members of the Compensation Committee
|
Summary Compensation Table
|
(1)
|
Mr. Scannell was promoted to President and Chief Operating Officer effective August 1, 2018. Prior to his promotion, Mr. Scannell served as Group President, MedSurg and Neurotechnology.
|
(2)
|
Mr. Fletcher joined the Company as Vice President, Chief Legal Officer on April 22, 2019.
|
(3)
|
Mr. Menon joined the Company as Group President, Global Quality and Operations on April 23, 2018.
|
•
|
401(k) Plan matching contributions and discretionary contributions made in March 2020 pertaining to the 2019 Plan year, in the amount of $29,100 for each NEO other than Mr. Fletcher who received $25,574.
|
•
|
Supplemental Plan matching contributions and discretionary contributions made in March 2020 pertaining to the 2019 Plan year, in the amounts of $404,269, $126,853, $164,149, $17,433 and $76,057 for Mr. Lobo, Mr. Boehnlein, Mr. Scannell, Mr. Fletcher and Mr. Menon, respectively.
|
•
|
In accordance with SEC disclosure requirements, perquisites and personal benefits received by any NEO must be identified by type if the total value was $10,000 or more. Mr. Lobo and Mr. Menon each had perquisites and personal benefits that exceeded $10,000 in 2019.
|
•
|
These benefits for Mr. Lobo include costs associated with an executive physical examination and the aggregate incremental cost of $74,564 for personal use of our corporate aircraft by Mr. Lobo and his family members. The incremental cost is based on the average variable operating cost, which includes the cost of fuel, aircraft maintenance, engine reserves, crew travel, landing fees, ramp fees and other miscellaneous variable costs. Because the Company’s corporate aircraft is used primarily for business travel, we excluded from this calculation pilot salaries, insurance, depreciation and other fixed costs that do not change based on usage. The benefit to Mr. Lobo associated with personal use of Company aircraft was imputed as income for tax purposes at Standard Industry Fare Level rates and he paid the associated taxes.
|
•
|
These benefits for Mr. Menon include costs associated with an executive physical examination and relocation assistance in 2019. The relocation benefits provided to Mr. Menon in 2019 were considered personal income and Mr. Menon received a tax gross-up payment of $6,438 in 2019 to offset the income taxes on these relocation benefits.
|
Name
|
Salary
|
Bonus Plan
Payment |
Performance Stock Units Grant Date Value (1)
|
Restricted Stock Units Grant Date
Value (%)(1) |
Stock Option Grant Date Value using Black-Scholes(1)
|
|||||
Kevin A. Lobo
|
8
|
%
|
18
|
%
|
37
|
%
|
—
|
|
37
|
%
|
Glenn S. Boehnlein
|
16
|
%
|
20
|
%
|
32
|
%
|
—
|
|
32
|
%
|
Timothy J. Scannell
|
11
|
%
|
16
|
%
|
36
|
%
|
—
|
|
37
|
%
|
Robert S. Fletcher(2)
|
12
|
%
|
12
|
%
|
—
|
|
76
|
%
|
—
|
|
Viju S. Menon
|
18
|
%
|
21
|
%
|
30
|
%
|
—
|
|
31
|
%
|
(1)
|
Uses aggregate grant date fair value in accordance with the Compensation — Stock Compensation Topic of the FASB Codification for 2019 awards of performance stock units, restricted stock units and stock option grants. See "Grant Date Fair Value of Stock and Option Awards" on page 31.
|
(2)
|
Amounts reflected here include an award of restricted stock units granted to Mr. Fletcher in connection with his commencement of employment, but do not include the one-time cash signing bonus provided to Mr. Fletcher in connection with his commencement of employment.
|
2019 Grants of Plan-Based Awards
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
All Other Option Awards: Number of Securities Underlying Options (#)
|
Exercise or Base Price of Option Awards ($/sh)
|
Closing Market Price on Grant Date
($/sh) |
Grant Date Fair Value of Stock and Option Awards ($)
|
||||||||||||||
Name
|
Grant Date
|
Threshold ($)
|
Target
($) |
Maximum ($)
|
Threshold (#)
|
Target (#)
|
Maximum (#)
|
|||||||||||||||
K. Lobo
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Annual Bonus
|
—
|
|
741,600
|
|
1,854,000
|
|
3,708,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
PSUs
|
2/6/2019
|
|
|
|
|
|
|
|
14,636
|
|
29,272
|
|
58,544
|
|
|
|
|
|
|
|
5,289,450
|
|
Stock Options
|
2/6/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
146,360
|
|
179.35
|
180.70
|
5,312,697
|
|
G. Boehnlein
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Bonus
|
—
|
|
237,600
|
|
594,000
|
|
1,188,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
PSUs
|
2/6/2019
|
|
|
|
|
|
|
|
3,764
|
|
7,528
|
|
15,056
|
|
|
|
|
|
|
|
1,360,310
|
|
Stock Options
|
2/6/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,635
|
|
179.35
|
180.70
|
1,366,106
|
|
T. Scannell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Bonus
|
—
|
|
310,000
|
|
775,000
|
|
1,550,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
PSUs
|
2/6/2019
|
|
|
|
|
|
|
|
6,970
|
|
13,940
|
|
27,880
|
|
|
|
|
|
|
|
2,518,958
|
|
Stock Options
|
2/6/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,695
|
|
179.35
|
180.70
|
2,529,847
|
|
R. Fletcher
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Bonus
|
—
|
|
100,347
|
|
250,868
|
|
501,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
RSUs
|
4/30/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,816
|
|
|
|
|
|
2,315,595
|
|
V. Menon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Bonus
|
—
|
|
175,100
|
|
437,750
|
|
875,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
RSUs
|
2/6/2019
|
|
|
|
|
|
|
|
2,439
|
|
4,878
|
|
9,756
|
|
|
|
|
|
|
|
881,455
|
|
Stock Options
|
2/6/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,395
|
|
179.35
|
180.70
|
885,510
|
|
(1)
|
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected stock price volatility is based on historical volatility of the Company's stock. The expected option life, representing the period of time that options are expected to be outstanding, is based on historical option exercise and employee termination data.
|
Outstanding Equity Awards at 2019 Fiscal Year-End
|
|
|
Option Awards(1)
|
|
Stock Awards
|
||||||||||||||
Name
|
Grant
Date
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option
Exercise
Price
($/sh)
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)(2)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units
or Other Rights That Have Not Vested ($)
|
||||||||
Kevin A. Lobo
|
4-26-11
|
25,855
|
|
—
|
|
58.02
|
|
4-25-21
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-21-12
|
27,985
|
|
—
|
|
53.60
|
|
2-20-22
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
10-01-12
|
107,795
|
|
—
|
|
55.66
|
|
9-30-22
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-13-13
|
187,470
|
|
—
|
|
64.01
|
|
2-12-23
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-12-14
|
160,215
|
|
—
|
|
81.14
|
|
2-11-24
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-11-15
|
125,512
|
|
31,378
|
|
93.06
|
|
2-10-25
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-10-16
|
124,173
|
|
82,782
|
|
96.64
|
|
2-09-26
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-08-17
|
77,544
|
|
116,316
|
|
122.51
|
|
2-07-27
|
|
|
77,544
|
|
16,279,587
|
|
—
|
|
—
|
|
|
2-07-18
|
32,438
|
|
129,752
|
|
154.14
|
|
2-06-28
|
|
|
—
|
|
—
|
|
64,876
|
|
13,620,067
|
|
|
2-06-19
|
—
|
|
146,360
|
|
179.35
|
|
2-05-29
|
|
|
—
|
|
—
|
|
58,544
|
|
12,290,727
|
|
Glenn S. Boehnlein
|
2-13-13
|
14,515
|
|
—
|
|
64.01
|
|
2-12-23
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-12-14
|
11,955
|
|
—
|
|
81.14
|
|
2-11-24
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-11-15
|
8,684
|
|
2,171
|
|
93.06
|
|
2-10-25
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-10-16
|
29,490
|
|
19,660
|
|
96.64
|
|
2-09-26
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-08-17
|
16,326
|
|
24,489
|
|
122.51
|
|
2-07-27
|
|
|
16,324
|
|
3,427,061
|
|
—
|
|
—
|
|
|
2-07-18
|
7,785
|
|
31,140
|
|
154.14
|
|
2-06-28
|
|
|
—
|
|
—
|
|
15,572
|
|
3,269,186
|
|
|
2-06-19
|
—
|
|
37,635
|
|
179.35
|
|
2-05-29
|
|
|
—
|
|
—
|
|
15,056
|
|
3,160,857
|
|
Timothy J. Scannell
|
2-09-11
|
34,555
|
|
—
|
|
59.70
|
|
2-08-21
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-21-12
|
36,100
|
|
—
|
|
53.60
|
|
2-20-22
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-13-13
|
62,490
|
|
—
|
|
64.01
|
|
2-12-23
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-12-14
|
51,760
|
|
—
|
|
81.14
|
|
2-11-24
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-11-15
|
45,564
|
|
11,391
|
|
93.06
|
|
2-10-25
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-10-16
|
45,012
|
|
30,008
|
|
96.64
|
|
2-09-26
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2-08-17
|
23,672
|
|
35,508
|
|
122.51
|
|
2-07-27
|
|
|
23,672
|
|
4,969,670
|
|
—
|
|
—
|
|
|
2-07-18
|
10,056
|
|
40,224
|
|
154.14
|
|
2-06-28
|
|
|
—
|
|
—
|
|
20,112
|
|
4,222,313
|
|
|
7-09-18
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7,318
|
|
1,536,341
|
|
—
|
|
—
|
|
|
2-06-19
|
—
|
|
69,695
|
|
179.35
|
|
2-05-29
|
|
|
—
|
|
—
|
|
27,880
|
|
5,853,127
|
|
Robert S. Fletcher
|
4-30-19
|
—
|
|
—
|
|
—
|
|
—
|
|
|
12,816
|
|
2,690,591
|
|
—
|
|
—
|
|
Viju S. Menon
|
5-01-18
|
10,329
|
|
41,316
|
|
169.42
|
|
4-30-28
|
|
|
6,886
|
|
1,445,647
|
|
—
|
|
—
|
|
|
2-06-19
|
—
|
|
24,395
|
|
179.35
|
|
2-05-29
|
|
|
—
|
|
—
|
|
9,756
|
|
2,048,175
|
|
(1)
|
All stock option awards vest as to 20% of the shares on each of the first five anniversary dates of the date of grant.
|
(2)
|
The following table presents information related to the vesting schedules of restricted stock units ("RSUs") and the 2017 PSUs for which the three-year performance period had concluded as of December 31, 2019 for each of the NEOs:
|
Name
|
Grant Date
|
Award Type
|
Vesting Schedule
|
Kevin A. Lobo
|
2-8-17
|
PSUs
|
100% on 3-21-20
|
Glenn S. Boehnlein
|
2-8-17
|
PSUs
|
100% on 3-21-20
|
Timothy J. Scannell
|
2-8-17
|
PSUs
|
100% on 3-21-20
|
|
7-9-18
|
RSUs
|
One-third on each of the first three anniversaries of the grant date
|
Robert S. Fletcher
|
4-30-19
|
RSUs
|
One-third on each of the first three anniversaries of the grant date
|
Viju S. Menon
|
5-1-18
|
RSUs
|
One-third on each of the first three anniversaries of the grant date
|
(3)
|
The performance stock units awarded in 2018 and 2019 will be earned based on the achievement of pre-established goals covering the performance periods of 2018-2020 and 2019-2021, respectively. The numbers shown represent the maximum number of units that can be earned, excluding dividend equivalents that cannot be calculated until the date of vesting. If earned, the 2018 PSUs vest on March 21, 2021 and the 2019 PSUs vest on March 21, 2022.
|
2019 Option Exercises and Stock Vested
|
|
Option Awards
|
|
Stock Awards
|
||||||
Name
|
Number of Shares
Acquired on
Exercise (#)
|
Value Realized
on Exercise ($)(1)
|
|
Number of Shares
Acquired on
Vesting (#)
|
Value Realized
on Vesting ($)(2)
|
||||
Kevin A. Lobo
|
—
|
|
—
|
|
|
84,980
|
|
16,752,957
|
|
Glenn S. Boehnlein
|
—
|
|
—
|
|
|
20,182
|
|
3,978,679
|
|
Timothy J. Scannell
|
58,102
|
|
8,343,625
|
|
|
34,464
|
|
6,840,483
|
|
Robert S. Fletcher
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Viju S. Menon
|
—
|
|
—
|
|
|
3,443
|
|
650,417
|
|
(1)
|
Calculated using the difference between the market price of the underlying shares at exercise and the exercise price of the option established at the time of grant.
|
(2)
|
Calculated using the market price of the underlying shares on the date of vesting.
|
2019 Pension Benefits
|
2019 Nonqualified Deferred Compensation
|
Name
|
Executive Contributions
in Last FY ($)(1) |
Registrant Contributions
in Last FY ($)(2) |
Aggregate Earnings
in Last FY ($) |
Aggregate Withdrawals/
Distributions ($) |
Aggregate
Balance at Last FYE ($)(3) |
|
Kevin A. Lobo
|
290,178
|
404,269
|
914,677
|
—
|
|
4,732,916
|
Glenn S. Boehnlein
|
155,163
|
126,853
|
545,549
|
—
|
|
2,596,814
|
Timothy J. Scannell
|
150,681
|
164,149
|
1,008,541
|
—
|
|
4,673,019
|
Robert S. Fletcher
|
13,587
|
17,433
|
566
|
—
|
|
31,586
|
Viju S. Menon
|
359,375
|
76,057
|
68,936
|
—
|
|
682,634
|
(1)
|
These amounts were reported as compensation in 2019 in the "Salary" column and in 2018 in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table" on page 29, other than for Mr. Fletcher whose compensation prior to 2019 is not required to be disclosed.
|
(2)
|
These amounts, contributed in March 2020 but earned for 2019, are included in the "All Other Compensation" column of the "Summary Compensation Table" on page 29 (along with 401(k) Plan matching contributions and discretionary contributions in the amount of $29,100 for each NEO other than Mr. Fletcher who received $25,574).
|
(3)
|
Aggregate balance consists of employee and Company contributions and investment earnings. The 2019 year-end balance includes registrant contributions made in March 2020 that were earned in 2019. The following aggregate contribution amounts, comprised of executive contributions and registrant contributions, for 2018 and 2017 are included in the reported aggregate balance and were previously reported in the "Summary Compensation Table" as Salary, Non-Equity Incentive Plan Compensation or All Other Compensation for the NEOs other than Mr. Fletcher, whose compensation prior to 2019 is not required to be disclosed and Mr. Menon, whose compensation prior to 2018 is not required to be disclosed:
|
Name
|
Aggregate Contributions in 2018 ($)
|
Aggregate Contributions in 2017 ($)
|
|
Kevin A. Lobo
|
533,450
|
601,711
|
|
Glenn S. Boehnlein
|
182,639
|
183,285
|
|
Timothy J. Scannell
|
225,901
|
242,413
|
|
Viju S. Menon
|
192,295
|
—
|
|
Potential Payments upon Termination or Change in Control
|
Reason for Employment Termination
|
Vested Options Exercisable
|
Unvested Options or Units
|
Death or Disability
|
For one year from termination
|
Options and restricted stock units become 100% vested and options remain exercisable for one year. Performance stock units have prorated vesting through the termination date and are earned based on performance covering the entire three-year performance period.
|
Retirement(1)(2)
|
Until original expiration date
|
Options continue to vest according to the original vesting schedule and are exercisable until the original expiration date. Restricted stock units continue to vest according to the original vesting schedule. Performance stock units have prorated vesting through the date of retirement and are earned based on performance covering the entire three-year performance period.
|
Other Reasons
|
For 30 days from termination
|
Forfeited.(3)
|
(1)
|
In our 2011 Long-Term Incentive Plan, for stock awards granted in 2019 and prior years, retirement is defined as termination at or after age 65, or age 60 if the individual has been employed by Stryker for at least 10 years. For stock awards granted after 2019, retirement is defined as termination at or after age 65, or age 55 if the individual has been employed by Stryker for at least 10 years. As of December 31, 2019, none of the NEOs met the age and service requirements for retirement as defined in the 2011 Long-Term Incentive Plan for stock awards granted in 2019 and prior years.
|
(2)
|
Stock awards granted prior to 2018 had the following retirement treatment for unvested awards:
|
(3)
|
The estimated value of unvested options, restricted stock units and performance stock units that would have been forfeited by each NEO if his employment had terminated as of December 31, 2019 is the same as the values shown in the table in the following section "Potential Payments Upon Certain Corporate Transactions."
|
|
|
|
|
Restricted Stock Units
|
|
Performance Stock Units
|
||||||||
Name
|
Number of Shares Underlying Unvested
Options (#)
|
Unrealized Value of Unvested Options ($)(1)
|
|
Number of Shares Underlying Unvested
Units (#)
|
Unrealized Value of Unvested
Units ($)
|
|
Number of Shares Underlying Unvested
Units (#)
|
Unrealized
Value of
Unvested
Units ($)
|
||||||
Kevin A. Lobo
|
506,588
|
|
34,933,483
|
|
|
—
|
|
—
|
|
|
200,964
|
|
42,190,382
|
|
Glenn S. Boehnlein
|
115,095
|
|
7,511,164
|
|
|
—
|
|
—
|
|
|
46,952
|
|
9,857,103
|
|
Timothy J. Scannell
|
186,826
|
|
12,212,220
|
|
|
7,318
|
|
1,536,341
|
|
|
71,664
|
|
15,045,140
|
|
Robert S. Fletcher
|
—
|
|
—
|
|
|
12,816
|
|
2,690,591
|
|
|
—
|
|
—
|
|
Viju S. Menon
|
65,711
|
|
2,420,367
|
|
|
6,886
|
|
1,445,647
|
|
|
9,756
|
|
2,048,175
|
|
(1)
|
Calculated using the difference between the closing price of our Common Stock of $209.94 on December 31, 2019 and the exercise price of the option established at the time of grant.
|
Ratio of 2019 Compensation of the Chief Executive Officer to that of the Median Employee
|
•
|
The 2019 annual total compensation of our Chief Executive Officer was $14,974,829.
|
•
|
The 2019 annual total compensation of our identified median employee was $70,771.
|
•
|
The ratio of the annual total compensation of our Chief Executive Officer to that of our identified median employee was estimated to be 212 to 1.
|
Item
|
Description
|
Determination date
|
Our global employee population as of October 1, 2019 was used to identify the median employee
|
Employee population
|
The total employee population (excluding the CEO) as of October 1, 2019 was approximately 36,800
|
Consistently applied compensation measure
|
Actual cash compensation, measured over the twelve month period of October 2018 to September 2019. Values were converted into United States Dollars using the exchange rates in effect on September 30, 2019
|
•
|
Mr. Lobo received no additional compensation for his service as a director.
|
•
|
Directors who were not employees earned a fixed annual fee of $115,000 in 2019.
|
•
|
Mr. Golston earned an additional $35,000 for serving as the Lead Independent Director.
|
•
|
The Audit Committee chair earned an additional $20,000 and all other Committee chairs earned an additional $15,000. The amount for the Governance and Nominating Committee chair was prorated between Ms. Francesconi and Ms. McCoy for time served in that role during 2019.
|
•
|
On May 1, 2019, each non-employee director was awarded 937 restricted stock units, with one-year vesting and the ability for each director to voluntarily defer the settlement of the restricted stock units until his or her departure from the Board or a specified date in the future.
|
•
|
Stock ownership guidelines for each non-employee director equal to $500,000 with a five-year time frame for compliance.
|
Name
|
Fees Earned
or Paid in Cash ($) |
Stock Awards ($)(1)
|
Total ($)
|
Mary K. Brainerd
|
115,000
|
175,107
|
290,107
|
Srikant M. Datar, Ph.D.
|
115,000
|
175,107
|
290,107
|
Roch Doliveux, DVM
|
130,000
|
175,107
|
305,107
|
Louise L. Francesconi
|
120,027
|
175,107
|
295,134
|
Allan C. Golston
|
150,000
|
175,107
|
325,107
|
Sherilyn S. McCoy
|
124,973
|
175,107
|
300,080
|
Andrew K. Silvernail
|
135,000
|
175,107
|
310,107
|
Ronda E. Stryker
|
115,000
|
175,107
|
290,107
|
Rajeev Suri
|
115,000
|
175,107
|
290,107
|
(1)
|
The Stock Awards column represents the aggregate grant date fair value of restricted stock units calculated in accordance with the Compensation — Stock Compensation Topic of the FASB Codification.
|
Name
|
Stock Awards
Outstanding at
December 31, 2019 (#)(1)
|
Option Awards
Outstanding at
December 31, 2019 (#)
|
|
Mary K. Brainerd
|
937
|
3,005
|
|
Srikant M. Datar, Ph.D.
|
937
|
35,920
|
|
Roch Doliveux, DVM
|
937
|
31,593
|
|
Louise L. Francesconi
|
937
|
41,520
|
|
Allan C. Golston
|
1,985
|
26,790
|
|
Sherilyn S. McCoy
|
1,985
|
—
|
|
Andrew K. Silvernail
|
1,985
|
16,325
|
|
Ronda E. Stryker
|
1,985
|
41,520
|
|
Rajeev Suri
|
937
|
—
|
|
(1)
|
The settlement of all of the outstanding restricted stock units held by Mr. Golston, Ms. McCoy and Mr. Silvernail, and 1,048 of the outstanding restricted stock units held by Ms. Stryker, has been deferred by a voluntary election until a future date.
|
•
|
Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2019 with Stryker's management;
|
•
|
Discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the Securities and Exchange Commission; and
|
•
|
Received the written disclosures and the letter from Ernst & Young LLP as required by PCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence, regarding its communications with the Audit Committee concerning independence and discussed with Ernst & Young LLP its independence.
|
|
Submitted by:
|
|
|
|
Andrew K. Silvernail, Chair
|
|
Mary K. Brainerd
|
|
Allan C. Golston
|
|
Rajeev Suri
|
|
|
|
Members of the Audit Committee
|
Proposals for Inclusion in our 2021 Proxy Materials
|
Director Nominations for Inclusion in our 2021 Proxy Materials (Proxy Access)
|
Other Proposals or Nominations to be Brought Before our 2021 Annual Meeting
|
Delinquent Section 16(a) Reports
|
Other Matters
|
Expenses of Solicitation
|
|
|
By Order of the Board of Directors
|
|
|
|
|
|
Dean H. Bergy
|
|
|
Vice President, Corporate Secretary
|
March 24, 2020
|
|
|
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
||||||||||||
|
Net Earnings ($ millions)
|
|||||||||||||||||
Reported
|
$
|
515
|
|
$
|
1,439
|
|
$
|
1,647
|
|
$
|
1,020
|
|
$
|
3,553
|
|
$
|
2,083
|
|
Acquisition and integration-related charges
|
|
|
|
|
|
|
||||||||||||
Inventory stepped-up to fair value
|
15
|
|
4
|
|
23
|
|
20
|
|
9
|
|
51
|
|
||||||
Other acquisition and integration-related charges
|
50
|
|
20
|
|
77
|
|
31
|
|
90
|
|
160
|
|
||||||
Amortization of purchased intangible assets
|
133
|
|
147
|
|
221
|
|
250
|
|
338
|
|
375
|
|
||||||
Restructuring-related and other charges
|
78
|
|
97
|
|
98
|
|
155
|
|
179
|
|
180
|
|
||||||
Medical device regulations
|
—
|
|
—
|
|
—
|
|
—
|
|
10
|
|
48
|
|
||||||
Recall-related matters
|
628
|
|
210
|
|
127
|
|
131
|
|
18
|
|
154
|
|
||||||
Regulatory and legal matters
|
—
|
|
(46
|
)
|
(7
|
)
|
25
|
|
141
|
|
(33
|
)
|
||||||
Tax matters
|
391
|
|
78
|
|
8
|
|
833
|
|
(1,559
|
)
|
121
|
|
||||||
Adjusted
|
$
|
1,810
|
|
$
|
1,949
|
|
$
|
2,194
|
|
$
|
2,465
|
|
$
|
2,779
|
|
$
|
3,139
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net Earnings Per Diluted Share
|
|||||||||||||||||
Reported
|
$
|
1.34
|
|
$
|
3.78
|
|
$
|
4.35
|
|
$
|
2.68
|
|
$
|
9.34
|
|
$
|
5.48
|
|
Acquisition and integration-related charges
|
|
|
|
|
|
|
||||||||||||
Inventory stepped-up to fair value
|
0.04
|
|
0.01
|
|
0.06
|
|
0.05
|
|
0.02
|
|
0.13
|
|
||||||
Other acquisition and integration-related charges
|
0.13
|
|
0.05
|
|
0.20
|
|
0.09
|
|
0.24
|
|
0.42
|
|
||||||
Amortization of purchased intangible assets
|
0.35
|
|
0.39
|
|
0.59
|
|
0.67
|
|
0.89
|
|
0.99
|
|
||||||
Restructuring-related and other charges
|
0.20
|
|
0.26
|
|
0.26
|
|
0.41
|
|
0.47
|
|
0.47
|
|
||||||
Medical device regulations
|
—
|
|
—
|
|
—
|
|
—
|
|
0.03
|
|
0.13
|
|
||||||
Recall-related matters
|
1.65
|
|
0.55
|
|
0.34
|
|
0.34
|
|
0.05
|
|
0.41
|
|
||||||
Regulatory and legal matters
|
—
|
|
(0.12
|
)
|
(0.02
|
)
|
0.06
|
|
0.37
|
|
(0.09
|
)
|
||||||
Tax matters
|
1.02
|
|
0.20
|
|
0.02
|
|
2.19
|
|
(4.10
|
)
|
0.32
|
|
||||||
Adjusted
|
$
|
4.73
|
|
$
|
5.12
|
|
$
|
5.80
|
|
$
|
6.49
|
|
$
|
7.31
|
|
$
|
8.26
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
||||||||||||
Effective tax rate - Reported
|
55.6
|
%
|
17.1
|
%
|
14.3
|
%
|
50.6
|
%
|
(50.8
|
)%
|
18.7
|
%
|
||||||
Effective tax rate - Adjusted
|
22.3
|
%
|
17.3
|
%
|
17.3
|
%
|
15.6
|
%
|
16.7
|
%
|
15.8
|
%
|
||||||
Weighted average diluted shares outstanding (millions)
|
382.8
|
|
380.9
|
|
378.5
|
|
380.1
|
|
380.3
|
|
379.9
|
|
1 Year Stryker Chart |
1 Month Stryker Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions