Stryker : View the Notice and Proxy Statement (opens in new window)

2825 Airview Boulevard

Kalamazoo, MI 49002

Notice of 2022 Annual Meeting of Shareholders of Stryker Corporation

Date: May 4, 2022

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

Place: Due to concerns regarding the coronavirus ("COVID-19") and to assist in protecting the health and well-being of our shareholders and employees, this year's annual meeting of shareholders of Stryker Corporation will be held virtually via the internet. Shareholders will be able to listen, vote and submit questions regardless of location via the internet at www.virtualshareholdermeeting.com/SYK2022 by using the 16-digit control number included on your notice regarding the availability of proxy materials, proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. We designed the format of this year's annual meeting to ensure that our shareholders who attend the annual meeting virtually will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

Items of Business:

• Elect ten directors;
• Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022;
• Conduct an advisory vote to approve named executive officer compensation;
• Consider and vote upon the shareholder proposal set forth in this proxy statement, if properly presented; and
• Transact any other business that may properly come before the meeting and any adjournment or postponement.

We invite all shareholders to attend the meeting. At the meeting, you will have the opportunity to ask questions of our management with respect to the matters to be voted on and will hear a report on our business. Please note that this year's annual meeting will be held virtually via the internet only. Stryker's accompanying proxy materials include instructions on how to participate in the meeting and the means by which you may vote your shares and submit questions. Our Annual Report on Form 10-K for the year ended December 31, 2021 is enclosed.

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

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

Sean C. Etheridge

Vice President, Corporate Secretary

March 23, 2022

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

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

TABLE OF CONTENTS

Section	Page
Proxy Statement Summary	1
Meeting Information	1
Shareholder Voting Matters	1
Our Director Nominees and Board Characteristics	1
Director Nominee Demographics	2
Corporate Governance Practices	2
Executive Compensation Philosophy	3
Executive Compensation Practices	3
Financial Performance	4
General Information	5
Who Is Entitled to Vote?	5
How Do I Vote?	5
May I Change My Mind after Submitting a Proxy?	5
What are Broker Non-Votes?	5
What is the Required Vote?	5
How Can I Attend the Annual Meeting?	5
How Can I Submit a Question for the Annual Meeting?	5
What if I Need Technical Assistance?	5
Can I Vote During the Annual Meeting?	6
Will a Replay of the Annual Meeting be Available?	6
Can I Access These Proxy Materials on the Internet?	6
References to Stryker Websites	6
Management Proposals	7
Proposal 1 - Election of Directors	7
Proposal 2 - Ratification of Appointment of our Independent Registered Public Accounting Firm	11
Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation	12
Shareholder Proposals	13
Proposal 4 - Amend Proxy Access Terms	13
Stock Ownership	15
Principal Shareholders	15
Security Ownership of Directors and Executive Officers	16
Corporate Governance	17
Board's Role in Strategic Planning and Risk Oversight	17
Independent Directors	17
Board Committees	17
Compensation Risks	19
Board Leadership Structure	19
Executive Sessions of Independent Directors	19
Contacting the Board of Directors	19
Code of Conduct / Code of Ethics	19

Certain Relationships and Related Party Transactions	19
Approach to Environmental, Social and Governance Related Matters	20
Compensation Discussion and Analysis	21
Named Executive Officers	21
Overview	21
Compensation Objectives	22
Executive Compensation Philosophy	22
The Role of Benchmarking in Our Executive Compensation Decisions	22
Management's Role in Determining Executive Compensation	23
2021 Compensation Decisions	23
2021 Compensation Elements	24
Impact of Decisions Regarding One Compensation Element on Decisions Regarding Other Compensation Elements	30
Equity Plans and Equity-Based Compensation Award Granting Policy	30
Executive and Non-Employee Director Stock Ownership Guidelines	31
Prohibition of Hedging and Pledging Transactions	31
Recoupment Policy	31
Employment Agreements and Severance Policy	31
Company Tax and Accounting Issues	31
2022 Compensation Decisions	32
Compensation Committee Report	32
Executive Compensation	33
Summary Compensation Table	33
2021 Grants of Plan-Based Awards	34
Outstanding Equity Awards at 2021 Fiscal Year-End	35
2021 Option Exercises and Stock Vested	37
2021 Pension Benefits	37
2021 Nonqualified Deferred Compensation	37
Potential Payments upon Termination or Change in Control	38
Ratio of 2021 Compensation of the Chief Executive Officer to that of the Median Employee	39
Compensation of Directors	40
Audit Committee Report	41
Additional Information	42
Proposals for Inclusion in our 2023 Proxy Materials	42
Director Nominations for Inclusion in our 2023 Proxy Materials (Proxy Access)	42
Other Proposals or Nominations to be Brought Before our 2023 Annual Meeting	42
Delinquent Section 16(a) Reports	42
Other Matters	42
Expenses of Solicitation	42
Appendix A - Reconciliation of the Most Directly Comparable GAAP Measure to Non-GAAP Financial Measure	A-1

PROXY STATEMENT SUMMARY

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

Meeting Information

Date and Time

May 4, 2022 at 9:30 a.m., Eastern Time. Please note that, due to COVID-19 and public health concerns, this year's annual meeting will be held virtually via the internet rather than in person. See page 5 for information on how to attend the meeting.

Shareholder Voting Matters
Matter				Board Vote Recommendation	See Page
Management Proposals
Proposal 1 - Election of Directors				For each nominee	7
Proposal 2 - Ratify Appointment of Independent Registered Public Accounting Firm	For	11
Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation	For	12
Shareholder Proposals
Proposal 4 - Amend Proxy Access Terms			Against	13
Our Director Nominees and Board Characteristics
Name	Age*	Director Since	Independent	Committee Membership(3)
Mary K. Brainerd	68	2017	Yes	Comp, G&N
Giovanni Caforio, M.D.	57	2020	Yes	Comp, G&N
Srikant M. Datar, Ph.D.	68	2009	Yes	Audit
Allan C. Golston(1)	55	2011	Yes	Comp (Chair), G&N
Kevin A. Lobo(2)	56	2012	No
Sherilyn S. McCoy	63	2018	Yes	G&N (Chair), Comp
Andrew K. Silvernail	51	2013	Yes	Audit (Chair)
Lisa M. Skeete Tatum	54	2020	Yes	Audit
Ronda E. Stryker	67	1984	Yes	G&N
Rajeev Suri	54	2018	Yes	Audit
_________________

*Age is as of the date of the 2022 Annual Meeting

1. Lead Independent Director
2. Chair of the Board, Chief Executive Officer and President
3. Audit = Audit Committee, Comp = Compensation Committee, G&N = Governance and Nominating Committee

1