UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

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

Check the appropriate box:

 

Ten directors are to be elected to serve until the next annual meeting of shareholders and until their successors have been duly elected and qualified. All of the nominees listed below are currently members of our Board of Directors.Directors, other than Ms. Ruggeri, who is standing for initial election. The nominees have consented to serve if elected, and we have no reason to believe that any of them will be unable to serve. If any nominee becomes unavailable for any reason, proxies will be voted for the alternate candidate, if any, chosen by the Board or the number of directors constituting the full Board will be reduced to eliminate the vacancy.

The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP is in the best interest of the Company and our shareholders and, at its February 20222024 meeting, the Audit Committee appointed Ernst & Young LLP to serve as our independent registered public accounting firm for 2022,2024, subject to approval of the scope of the audit engagement and the estimated audit fees, which will be presented to the Audit Committee at its August 20222024 meeting. While not required, we are submitting the appointment to the shareholders as a matter of good corporate practice to obtain their views. We expect representatives of Ernst & Young LLP to attend the annual meeting with the opportunity to make a statement if they desire to do so. If the appointment is not ratified, it will be considered as a recommendation that the Audit Committee consider the appointment of a different firm to serve as independent registered public accounting firm for the year 2022.2024. Even if the appointment is ratified, the Audit Committee may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of Stryker and its shareholders.

The fees (amounts in $) billed by Ernst & Young LLP with respect to the years ended December 31, 20212023 and 20202022 were as follows:

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

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

Stryker has appropriate board oversight of the CompanyCompany’s strategy with respect to political contributions.

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

The following table sets forth certain information about the ownership of Common Stock as of January 31, 2022February 29, 2024 by our current directors, all of whom are standing for reelection except for Srikant M. Datar, Ph.D., our new director nominee, the executive officers identified as our NEOs in the "Compensation Discussion and Analysis" section beginning on page 21 and the persons who were our executive officers and directors as of December 31, 2021February 29, 2024 as a group.

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

Under the listing standards of the New York Stock Exchange ("NYSE"(the "NYSE"), a director is not independent unless the Board determines that he or she has no material relationship with Stryker, either directly or through any organization with which he or she is affiliated that has a relationship with Stryker. While the NYSE listing standards require that at least a majority of the directors be independent, our Corporate Governance Guidelines provide that at least two-thirds of the directors will be independent. The Board has determined that all of our current directors other(other than Mr. LoboLobo) and our new director nominee are independent under the NYSE listing standards. That determination was based on a review of the responses of the current directors and new director nominee to questions about employment history, affiliation and family and other relationships, and on discussions with the current directors.directors and new director nominee. In the case of Ms. Stryker, the Board also considered that the Company spent $299,000$360,000 in 20212023 on functions and meetings held at hotel, restaurant and entertainment properties in Kalamazoo, Michigan (principally the Radisson Plaza Hotel) that are owned by Greenleaf Hospitality and that Stryker also reimbursed employees for hotel, restaurant and other expenses incurred by them at such properties while they were in Kalamazoo for business meetings. Management of Stryker has been advised by Greenleaf Hospitality that Greenleaf Hospitality is 100% owned by Ms. Stryker's husband. The Board has determined that the relationship with Greenleaf Hospitality is not material under the circumstances, including the modest nature of the transactions compared to the total revenues of Stryker and Greenleaf Hospitality, the ordinary course status of the transactions and the arm's length nature of the transactions, including a Stryker discounted rate from Greenleaf Hospitality.

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

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

Shareholders and other interested persons may communicate directly with the Board on a confidential basis by mail to Stryker Board of Directors at 2825 Airview Boulevard, Kalamazoo,1941 Stryker Way, Portage, Michigan 49002. All such communications will be received directly by the Chair of the Governance and Nominating Committee and will not be screened or reviewed by any Stryker personnel.

We have adopted a Code of Conduct applicable generally to our employees, officers and directors in the performance of their duties and responsibilities and a Code of Ethics applicable to our principal executive officer, president, principal financial officer, principal accounting officer and controller.responsibilities. The Code of Conduct and Code of Ethics areis posted in the Governance area of the Investor Relations section of our website at www.stryker.com/investors/codeofconduct, and www.stryker.com/investors/codeofethics, respectively, and we will mail themit to any shareholder upon request to the Vice President, Corporate Secretary at 2825 Airview Boulevard, Kalamazoo,1941 Stryker Way, Portage, Michigan 49002. Any amendments to eitherthe Code or waiver of eitherthe Code granted to an executive officer or director will be disclosed in the Governance area of the Investor Relations section of our website.

Individual compensation elements, along with an explanation of how we make decisions about each element, are described in detail under "2021"2023 Compensation Elements" beginning on page 24.

The comparison group companies used in the 20202022 benchmarking study were: 

The comparison group was developed by Semler Brossy and members of our Human Resources department and approved by the Compensation and Human Capital Committee. The industry screening criteria used in the development of the comparison group were modestly expanded relative to prior years in order to identify additional suitable comparators in light of: (i) the limited number of companies of relevant size in the medical technology industry, and (ii) the continuing acquisition activity and consolidation within the comparison group. Similar to prior years, the comparison companies used in the 20202022 study were selected based on comparability to Stryker in terms of business focus and company size. The 20202022 comparison group, overall, encompassed the following:

Semler Brossy conducted an additional benchmarking study in mid-2021mid-2023 using the same comparison group that was used in the 2020 study except for the removal of Allergan plc (due to its acquisition by AbbVie Inc.), Bristol-Myers Squibb Company (due to its increased size after the acquisition of Celgene Corporation) and Varian Medical Systems, Inc. (due to its acquisition by Siemens Healthineers AG).2022 study. The results of the 20212023 study indicated that for the NEOs who were serving in an NEO position at the time of the study and for which a sufficient number of comparable benchmark positions at comparison companies could be identified, target cash compensation levels and the grant value of long-term incentive awards were, on average, generally consistent with our executive compensation philosophy. The results of the 20212023 benchmarking study were one of the factors considered when the 20222024 compensation decisions for the NEOs were made in February 2022.2024. Those decisions are summarized under "2024 Compensation Decisions" on page 3233 and will be discussed in further detail in the proxy statement for our 20232025 meeting.

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