SYK 8-K
Stryker Corp (SYK)
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 May 20, 2026 that William E. Berry, Jr. has decided to retire from his role as Vice President, Chief Accounting Officer of the Company effective September 1, 2026 and that Emily Baculik, who currently serves as Vice President, Corporate Controller, will also serve as chief accounting officer of the Company effective September 1, 2026.
There are no arrangements or understandings between Ms. Baculik and any person pursuant to which Ms. Baculik was selected as an officer, and no family relationships exist between Ms. Baculik and any director or executive officer of the Company. Ms. Baculik is not a party to any transaction to which the Company is or was a participant and in which Ms. Baculik has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
Biographical Information
Ms. Baculik, age 46, has been Vice President, Corporate Controller at the Company since November 2024. Prior to that, she was Vice President, Finance for the Spine Division from September 2022 to November 2024 and Senior Director, Finance from June 2021 to September 2022. Ms. Baculik has more than 20 years of finance and accounting experience with publicly traded companies and has prior experience in external financial reporting, technical accounting, compliance and controllership at Eaton, Rockwell Collins, Ingersoll Rand and U.S. Steel. Ms. Baculik graduated from the University of Notre Dame with a bachelor’s degree in history and earned a master’s degree in accounting from The Ohio State University.
Transition Agreement with Mr. Berry
Mr. Berry has entered into a Transition Agreement with the Company pursuant to which he will continue to be employed as Advisor to the Chief Financial Officer from September 1, 2026 until August 15, 2027 (the “Advisory Period”). During the Advisory Period, Mr. Berry will continue to receive base salary at his current annual rate of $510,000, and he will continue to be eligible to receive a 2026 incentive bonus with a target bonus percentage of 50% of his annual salary subject to the terms of the applicable bonus plan. Mr. Berry will not be eligible for an annual incentive bonus or any prorated bonus for services provided during 2027. Mr. Berry’s outstanding equity awards will be governed under the existing terms and conditions of the underlying award agreements and applicable long-term incentive plan, and he will not be eligible to receive any new equity awards during the term of his Advisory Period.
Letter Agreement with Ms. Baculik
Pursuant to the letter agreement establishing Ms. Baculik’s compensation, Ms. Baculik’s annualized base salary rate will increase to $420,000 effective September 1, 2026. Ms. Baculik’s bonus target will be 45% of her annual base salary, prorated for 2026 based on the portion of the year that she serves as the chief accounting officer of the Company and 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 Ms. Baculik under the Company’s long-term incentive plan in February 2027. The awards would have an aggregate target value equal to approximately $400,000, comprised of 50% stock options (vesting 20% on each of the first five anniversary dates of the grant date) and 50% restricted stock units (vesting in three equal installments over an approximate three-year period after the grant date).
The summary descriptions of the Transition Agreement with Mr. Berry and the letter agreement with Ms. Baculik 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Transition Agreement, dated May 15, 2026, between Stryker Corporation and William E. Berry, Jr.. | |
| 10.2 | Letter Agreement, dated May 15, 2026, between Stryker Corporation and Emily Baculik. | |
| 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: May 20, 2026 | By: | /s/ Tina S. French | ||||
| Name: | Tina S. French | |||||
| Title: | Corporate Secretary | |||||
Exhibit 10.1
May 15, 2026
Dear Bill:
In connection with your potential decision to retire from Stryker and to develop a plan for transitioning your roles and responsibilities prior to such retirement decision, it is with pleasure that I hereby confirm our offer for you to serve as Advisor to the Chief Financial Officer (“CFO”), reporting to Preston Wells, beginning on September 1, 2026 until August 15, 2027 (“Advisory Period”).
If you choose to accept this offer, as Advisor to the CFO your responsibilities during the Advisory Period would include the following:
| • | transition your responsibilities as the Vice President, Chief Accounting Officer to the new leaders responsible for the areas of responsibility you currently lead, |
| • | provide advice and information related to finalizing quarter-end and year-end financials, ensuring compliance and accuracy throughout each cycle, |
| • | serve as a key advisor to the CFO and other senior finance leadership of Stryker with regard to complex technical accounting issues or topics as they arise, delivering expert recommendations to support informed decision-making, |
| • | assist with the planned transition of any relationships or contracts with third party entities providing services to Stryker for which you have responsibility, facilitating a seamless handover and maintaining continuity of services, |
| • | execute materials required to remove yourself as an officer or signer on behalf of Stryker or any of its affiliated entities, as necessary, and |
| • | provide other leadership and support as requested by Stryker for other matters. |
At the end of the Advisory Period, your employment with Stryker will end. The terms of your compensation and benefits will remain the same as is currently in effect through the end of the Advisory Period, which for the avoidance of doubt will include the following:
| • | Your salary will remain at the annualized amount of $510,000. You will not be eligible for salary increases during Stryker’s regular compensation review process in 2027 or at any time during the term of your Advisory Period. |
| • | You will continue to be eligible for the 2026 annual incentive bonus with a target bonus percentage of 50% ($255,000) of your annual salary. Terms of the bonus and your objectives will remain consistent with the applicable Bonus Plan for 2026. Payout of the bonus will be made at the time bonuses are paid to other Stryker employees in 2027. You will not be eligible for an annual incentive bonus or any prorated bonus for services provided during 2027. |
| • | Your participation in Stryker’s 401(k) plan, Supplemental Savings and Retirement Plan and stock awards including stock options and RSUs will continue to be governed by the terms of those plans. Included in these terms is the ongoing vesting of granted stock awards through the end of the Advisory Period. You will not be eligible to receive any new stock awards during the term of your Advisory Period. |
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.
To accept this offer, please sign this letter on the space provided below and return it to me. If you have any questions, please feel free to contact me.
Sincerely,
/s/ Katy Fink
Katy Fink
Vice President, Chief Human Resources Officer
I accept this offer of employment during the Advisory Period and confirm my resignation in any capacity with Stryker as of August 15, 2027 and agree to the terms and conditions outlined in this letter:
| /s/ William E. Berry Jr. |
05/15/2026 | |
| William E. Berry Jr. | Date |
c: Employee file, Preston Wells
Exhibit 10.2
May 15, 2026
Emily Baculik
| Subj: | Executive Officer Appointment and Compensation Changes |
Dear Emily,
It is with pleasure that I confirm your appointment as Vice President, Corporate Controller reporting to me, effective September 1, 2026. A summary of the compensation package related to this role is as follows:
Annualized Base Salary and Bonus Target
| • | Your annualized Base Salary will increase to $420,000. |
| • | This pay increase will be effective September 1, 2026. |
| • | Your annualized Bonus Target will be $189,000 (45% of your annualized Base Salary). Your bonus in 2026 will be prorated based on the effective date of this position change. |
| • | 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. |
2027 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 restricted stock units (RSUs) under Stryker’s Long-Term Incentive Plan in February 2027. The target amount granted to you under this recommendation will be approximately $400,000 in award date value, comprised of 50% in RSUs and 50% 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. The vesting schedule for RSUs is typically one-third of the underlying shares per vesting date, which occur equally over an approximate three-year period after the grant date. |
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/ Preston W. Wells
Preston W. Wells
Vice President, Chief Financial Officer
I accept this offer of employment with Stryker and agree to the terms and conditions outlined in this letter:
/s/ Emily Baculik
Emily Baculik
05/15/2026
Date