Stryker Corp 8-K, filed Dec 4, 2025
Stryker Corp (SYK)
About this 8-K
Stryker Corp filed this 8-K on December 4, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Stryker Corporation (the “Company”) announced on December 4, 2025 that Spencer Stiles, who currently serves as Group President, Orthopaedics, has been appointed President and Chief Operating Officer of the Company effective January 1, 2026.
Dylan Crotty, who currently serves as President, Instruments, has been promoted to succeed Mr. Stiles as Group President, Orthopaedics effective January 1, 2026.
There are no arrangements or understandings between Mr. Stiles or Mr. Crotty and any person pursuant to which Mr. Stiles or Mr. Crotty were selected as an officer, and no family relationships exist between Mr. Stiles nor Mr. Crotty and any director or executive officer of the Company. Neither Mr. Stiles nor Mr. Crotty is a party to any transaction to which the Company is or was a participant and in which Mr. Stiles or Mr. Crotty have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
Biographical Information
Mr. Stiles, age 49, has served as Group President of Orthopaedics since 2019. Throughout his 27-year career at the Company, he has held leadership roles across Orthopaedics as well as MedSurg and Neurotechnology and has overseen international regions and key supporting functions. Mr. Stiles graduated from Miami University with a bachelor’s degree in business and received his MBA from the University of Nebraska.
Mr. Crotty, age 49, has served as President, Instruments since 2018. Throughout his 27-year career at the Company, Mr. Crotty has held leadership roles across MedSurg and Neurotechnology as well as Trauma & Extremities and Europe. Mr. Crotty graduated from Hope College with a bachelor’s degree in business administration.
Letter Agreement with Mr. Stiles
Pursuant to the letter agreement establishing Mr. Stiles’s compensation in his new role, Mr. Stiles’s annualized base salary rate will increase to $1,000,000 effective January 1, 2026. Mr. Stiles’s bonus target will be 100% of his annual base salary determined based on the applicable plan terms. In addition, a recommendation will be made to the Compensation and Human Capital Committee of the Board of Directors of the Company to approve awards to Mr. Stiles under the Company’s long-term incentive plan in February 2026. The awards would have an aggregate target value equal to approximately $6,000,000, comprised of 40% stock options (vesting 20% on each of the first five anniversary dates of the grant date) and 60% performance stock units (vesting on March 21 of the year following a three-year performance cycle, subject to the achievement of pre-established performance goals).
Letter Agreement with Mr. Crotty
Pursuant to the letter agreement establishing Mr. Crotty’s compensation in his new role, Mr. Crotty’s annualized base salary rate will increase to $700,000 effective January 1, 2026. Mr. Crotty’s bonus target will be 85% of his annual base salary determined based on the applicable plan terms. In addition, a recommendation will be made to the Compensation and Human Capital Committee of the Board of Directors of the Company to approve awards to Mr. Crotty under the Company’s long-term incentive plan in February 2026. The awards would have an aggregate target value equal to approximately $3,000,000, comprised of 40% stock options (vesting 20% on each of the first five anniversary dates of the grant date) and 60% performance stock units (vesting on March 21 of the year following a three-year performance cycle, subject to the achievement of pre-established performance goals).
The summary descriptions of the letter agreements with Mr. Stiles and Mr. Crotty contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by, and should be read in conjunction with, the complete text of such agreements that are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On December 4, 2025, the Company issued a press release announcing the transition described in Item 5.02 above, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 Letter Agreement, dated December 2, 2025, between Stryker Corporation and Spencer Stiles. | ||
| 10.2 Letter Agreement, dated December 2, 2025, between Stryker Corporation and Dylan Crotty. | ||
| 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STRYKER CORPORATION | ||||||
| (Registrant) | ||||||
| Dated: December 4, 2025 | By: | /s/ Tina S. French | ||||
| Name: Tina S. French | ||||||
| Title: Corporate Secretary | ||||||
Exhibit 10.1
Kevin A. Lobo
Chair and CEO
December 2, 2025
Spencer Stiles
Subj: Promotion and Compensation Changes
Dear Spencer,
It is with pleasure that I confirm your promotion to President and Chief Operating Officer, effective January 1, 2026. A summary of the compensation package related to your new role is as follows:
Annualized Base Salary and Bonus Target
| • | Your annualized Base Salary will increase to $1,000,000. |
| • | This pay increase will be effective January 1, 2026. |
| • | Your annualized Bonus Target will be $1,000,000 (100% of your annualized Base Salary). |
| • | You are scheduled to receive a performance review in February 2027, and you are eligible for a merit increase in March 2027 based upon your performance. Subsequent reviews will be conducted annually. |
2026 Stock Award
| • | A recommendation will be made that the Compensation and Human Capital Committee of the Board approve an award to you of stock options and performance stock units (PSUs) under Stryker’s Long-Term Incentive Plan in February 2026. The target amount granted to you under this recommendation will be approximately $6,000,000 in award date value, comprised of 60% in PSUs and 40% in stock options. Except as otherwise provided in the Terms and Conditions, stock options would have a ten-year term and vest as to 20% of the underlying shares on each of the first five anniversary dates of the grant date. Vesting of any PSUs occurs on March 21 of the year following the three-year performance cycle, with the amount of shares earned subject to the achievement of pre-established performance goals. |
As you already work for Stryker, you understand that by accepting this position, other provisions of your employment relationship with Stryker will continue in effect, meaning that you agree to abide by the requirements and guidelines set forth in Stryker’s Code of Conduct and other policies (including but not limited to guidelines concerning Conflicts of Interest), Stryker’s Employee Handbook and the terms of Stryker’s Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement that you signed. You also acknowledge that you are aware of Stryker’s at-will employment relationship with you.
Congratulations on your new role. I look forward to your future contributions toward positioning Stryker for success.
Sincerely,
/s/ Kevin A. Lobo
Kevin A. Lobo
Chair and Chief Executive Officer
I accept this offer of employment with Stryker and agree to the terms and conditions outlined in this letter:
/s/ Spencer S. Stiles
Spencer S. Stiles
12/2/2025
Date
Exhibit 10.2
Spencer S. Stiles
Group President, Orthopaedics
December 2, 2025
Dylan Crotty
Subj: Promotion and Compensation Changes
Dear Dylan,
It is with pleasure that I confirm your promotion to Group President, Orthopaedics, effective January 1, 2026. A summary of the compensation package related to your new role is as follows:
Annualized Base Salary and Bonus Target
| • | Your annualized Base Salary will increase to $700,000. |
| • | This pay increase will be effective January 1, 2026. |
| • | Your annualized Bonus Target will be $595,000 (85% of your annualized Base Salary). |
| • | You are scheduled to receive a performance review in February 2027, and you are eligible for a merit increase in March 2027 based upon your performance. Subsequent reviews will be conducted annually. |
2026 Stock Award
| • | A recommendation will be made that the Compensation and Human Capital Committee of the Board approve an award to you of stock options and performance stock units (PSUs) under Stryker’s Long-Term Incentive Plan in February 2026. The target amount granted to you under this recommendation will be approximately $3,000,000 in award date value, comprised of 60% in PSUs and 40% in stock options. Except as otherwise provided in the Terms and Conditions, stock options would have a ten-year term and vest as to 20% of the underlying shares on each of the first five anniversary dates of the grant date. Vesting of any PSUs occurs on March 21 of the year following the three-year performance cycle, with the amount of shares earned subject to the achievement of preestablished performance goals. |
As you already work for Stryker, you understand that by accepting this position, other provisions of your employment relationship with Stryker will continue in effect, meaning that you agree to abide by the requirements and guidelines set forth in Stryker’s Code of Conduct and other policies (including but not limited to guidelines concerning Conflicts of Interest), Stryker’s Employee Handbook and the terms of Stryker’s Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement that you signed. You also acknowledge that you are aware of Stryker’s at-will employment relationship with you.
Congratulations on your new role. I look forward to your future contributions toward positioning Stryker for success.
Sincerely,
/s/ Spencer S. Stiles
Spencer S. Stiles
Group President, Orthopaedics
I accept this offer of employment with Stryker and agree to the terms and conditions outlined in this letter:
/s/ Dylan Crotty
Dylan Crotty
12/2/2025
Date
Exhibit 99.1
1941 Stryker Way
Portage, MI 49002
www.stryker.com
December 4, 2025
Press release
Stryker names Spencer Stiles President and Chief Operating Officer
Dylan Crotty promoted to Group President, Orthopaedics
PORTAGE, Mich., USA – December 4, 2025 – Stryker (NYSE:SYK), a global leader in medical technologies, announced today Spencer Stiles has been appointed President and Chief Operating Officer, effective January 1, 2026. As President and COO, Stiles will lead the company’s global businesses, strategy and mergers & acquisitions.
“Appointing Spencer President and COO role strengthens our ability to sustain high growth and leverage the breadth of our portfolio,” said Kevin Lobo, Chair and CEO. “Spencer’s deep knowledge of our business and our customers, combined with his leadership and operational execution will help position us well for the future.”
Stiles, a 27-year Stryker veteran, has served as Group President of Orthopaedics and Spine since 2019. Throughout his career, he has held leadership roles across Orthopaedics as well as MedSurg and Neurotechnology, and has overseen international regions and key supporting functions. He brings a strong track record of performance and is recognized for his strategic vision, collaborative and motivational leadership and commitment to advancing healthcare through technology.
“I’m honored to step into this role,” said Stiles, “Our customers inspire everything we do; their challenges drive our innovation, and their trust fuels our growth. Alongside our exceptional Stryker team, I’m excited for what’s next as we continue delivering meaningful impact for patients around the world.”
Dylan Crotty will be promoted to succeed Stiles as Group President, Orthopaedics. Crotty, who has spent 27 years with Stryker, currently serves as President, Instruments. During his tenure, Crotty has held roles of increasing responsibility, leading many diverse businesses including roles in Trauma & Extremities and Europe. He is a proven growth champion, known for his strong operational leadership and collaboration.
About Stryker
Stryker is a global leader in medical technologies and, together with our customers, we are driven to make healthcare better. We offer innovative products and services in MedSurg, Neurotechnology and Orthopaedics that help improve patient and healthcare outcomes. Alongside our customers around the world, we impact more than 150 million patients annually. More information is available at www.stryker.com.
For investor inquiries:
Jason Beach, Vice President, Finance and Investor Relations
at 269-385-2600 or jason.beach@stryker.com
For media inquiries:
Kim Montagnino, Vice President, Chief Communications Officer
at 269-385-2600 or kim.montagnino@stryker.com