STRYKER CORP (SYK)
Sector: Health Care
2026 Annual Meeting Analysis
STRYKER CORP · Meeting: May 6, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
No overboarding, attendance is satisfactory, and Stryker's 3-year total return of +22.2% outperforms the IHI — iShares US Medical Devices ETF by +18.3pp, well below the 65pp threshold required to trigger a vote against under the strong-positive-TSR tier; no other disqualifying flags identified.
No overboarding issues (holds Novartis chair and one other affiliation but these are not counted as excessive public company board seats for a non-executive director), attendance is satisfactory, and the TSR trigger does not apply given Stryker's strong outperformance versus both the IHI — iShares US Medical Devices ETF and the named peer group.
As CEO and Chair, Lobo holds one outside public company board seat (Parker-Hannifin, from which he has indicated he will step down), which does not exceed the two-outside-board limit for sitting CEOs; Stryker's 3-year TSR of +22.2% outperforms the IHI — iShares US Medical Devices ETF by +18.3pp, well below the 65pp trigger threshold, and the named peer group by +9.4pp, also well below the 50pp threshold for the strong-positive-TSR tier; no disqualifying flags.
Maceda joined the board in 2025, making him exempt from the TSR trigger under the 24-month new-director rule; the Bain & Company consulting relationship has been reviewed and approved by the board as arm's-length and below materiality thresholds, and the board's independence determination is accepted given the disclosed review process.
No overboarding, full attendance disclosed, and the TSR trigger does not apply; McCoy serves as Lead Independent Director and brings extensive healthcare and consumer industry experience relevant to Stryker's business.
Ruggeri joined the board in 2024, placing her within the 24-month new-director exemption window, so the TSR trigger does not apply; she serves on the Audit Committee and is designated an audit committee financial expert, satisfying the financial expertise requirement.
No overboarding, full attendance disclosed, serves as Audit Committee Chair and is designated an audit committee financial expert; Stryker's strong 3-year TSR outperformance versus the IHI — iShares US Medical Devices ETF (+18.3pp) and named peer group (+9.4pp) does not reach either trigger threshold.
No overboarding, full attendance disclosed, and the TSR trigger does not apply; Skeete Tatum brings technology, venture capital, and operational experience relevant to the board's oversight needs.
Although Ronda Stryker's husband owns Greenleaf Hospitality, which received $1.215 million from Stryker in 2025, the board reviewed and determined this relationship to be non-material and arm's-length; the policy flags familial relationships to senior management (CEO or founder), but this is a spousal business relationship rather than a direct family-to-management tie, and the board's independence determination is accepted; no TSR trigger applies and no overboarding concern exists.
No overboarding, full attendance disclosed, and the TSR trigger does not apply; Suri brings extensive global technology and telecommunications industry experience that complements the board's oversight of Stryker's international operations and digital health initiatives.
All ten director nominees receive a FOR vote. Stryker's 3-year total shareholder return of +22.2% outperforms the IHI — iShares US Medical Devices ETF by +18.3pp and the company-disclosed compensation peer group median by +9.4pp, neither of which reaches the 65pp or 50pp trigger thresholds respectively for the strong-positive-TSR tier. No director is overboarded, all attended at least 75% of meetings, the board discloses a skills matrix, audit committee members are designated financial experts, and no independence concerns rise to a disqualifying level under the policy.
Say on Pay
✓ FORCEO
Kevin A. Lobo
Total Comp
$21,401,495
Prior Support
92%%
CEO Kevin Lobo received total compensation of approximately $21.4 million in 2025, which is within a reasonable range for a CEO of a $125 billion large-cap medical device company with strong financial performance — net sales grew 11.2% and adjusted earnings per share grew 11.8% year over year. Pay structure is strongly performance-oriented: roughly 93% of Lobo's pay consisted of variable or equity-linked elements (bonus, performance stock awards, and stock options), well above the 50-60% threshold the policy requires; the long-term equity awards use meaningful multi-year performance conditions tied to earnings growth and relative sales growth, not time-vesting alone. Stryker's 3-year total shareholder return of +22.2% outperforms the IHI — iShares US Medical Devices ETF by +18.3pp and the peer group median by +9.4pp, supporting the conclusion that above-benchmark incentive pay is aligned with shareholder outcomes; the prior say-on-pay vote received 92% support, the company has robust clawback policies, and no red flags exist in pay structure or quantum that would warrant a vote against.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
52 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young and its predecessor firms have been Stryker's auditor continuously since 1974, a relationship of approximately 52 years, which well exceeds the 25-year tenure threshold in the voting policy that triggers a vote against unless the audit committee provides a specific and compelling rationale. The proxy discloses lead audit partner rotation (most recently in 2022) but does not provide a compelling case for why a firm of this tenure should be retained rather than put out for competitive bid; the policy's concern is that an auditor working with the same management team for decades may be less willing to challenge aggressive accounting treatments, and partner rotation alone does not resolve that structural concern. Although specific fee amounts were not extractable from the filing text provided, the tenure trigger alone is sufficient to warrant a vote against ratification.
Overall Assessment
The 2026 Stryker annual meeting presents three standard proposals: all ten director nominees receive a FOR vote given the company's strong 3-year total shareholder return versus both the IHI — iShares US Medical Devices ETF and its named peer group, with no overboarding, attendance, or independence concerns rising to a disqualifying level; the say-on-pay proposal receives a FOR vote given a strongly performance-linked compensation structure, solid operating results, and 92% prior-year support; however, auditor ratification receives an AGAINST vote solely because Ernst & Young's continuous engagement since 1974 — approximately 52 years — substantially exceeds the 25-year tenure threshold in the voting policy, and the proxy does not provide a sufficiently compelling rationale for continued retention over a competitive rebid.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing