Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
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 October 6, 2026 that Kevin A.…
Filed Oct 6, 2026Accepted Oct 6, 2026, 8:08 AM EDTCIK 310764Accession 0001193125-26-414956
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.
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Item 5.02Item 5.02 - Departure/Election of Directors
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 October 6, 2026 that Kevin A. Lobo will resign from his role as Chief Executive Officer (“CEO”) of the Company on December 31, 2026 and transition to the role of Executive Chair of the Board of Directors of the Company (the “Board”), effective January 1, 2027 (the “CEO Transition”) and that Spencer S. Stiles, who currently serves as President and Chief Operating Officer of the Company, has been appointed CEO of the Company, effective January 1, 2027. In connection with Mr. Stiles’s appointment as CEO, the Board also increased the size of the Board from 10 to 11 and appointed Mr. Stiles to serve as a member of the Board, effective January 1, 2027. Mr. Stiles has not been appointed to any committee of the Board at this time.
There are no arrangements or understandings between Mr. Stiles and any other person pursuant to which Mr. Stiles was selected as an officer and a director, and no family relationships exist between Mr. Stiles and any director or executive officer of the Company. Mr. Stiles is not a party to any transaction to which the Company is or was a participant and in which Mr. Stiles has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
Biographical Information
Mr. Stiles, age 50, has served as President and Chief Operating Officer of the Company since January 2026. Prior to that, he served as Group President, Orthopaedics, from 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.
Transition Agreement with Mr. Lobo
On October 5, 2026, the Company entered into a letter agreement with Mr. Lobo (the “Transition Agreement”), pursuant to which (1) he will continue to serve as CEO of the Company through December 31, 2026, and (2) as of January 1, 2027, he will begin serving as Executive Chair of the Board. Mr. Lobo’s annual base salary, annual bonus target and employee benefit plan eligibility will remain unchanged following the CEO Transition, but he will not be eligible to receive any new stock awards while serving as Executive Chair of the Board.
The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Transition Agreement, attached hereto as Exhibit 10.1
Letter Agreement with Mr. Stiles
On October 5, 2026, the Company entered into a letter agreement with Mr. Stiles (the “Letter Agreement”) establishing his compensation as CEO of the Company, effective as of January 1, 2027. Commencing on such date, Mr. Stiles’s annual base salary will increase to $1,320,000 and his annual bonus target will increase to 150% of his annual base salary. Mr. Stiles’s employee benefit plan eligibility will remain unchanged following the CEO Transition.
Pursuant to the Letter Agreement, a recommendation will be made to the independent directors of the Board to approve an award to Mr. Stiles of stock options and performance stock units (“PSUs”) under the Company’s Long-Term Incentive Plan (the “Incentive Plan”) in February 2027, subject generally to the same terms and conditions as the stock options and PSUs granted in connection with the annual Incentive Plan grant, with an aggregate target grant date fair value equal to $14,200,000, comprising 40% stock options (vesting in equal annual installments on each of the first five anniversary dates of the grant date) and 60% PSUs (vesting on March 21 of the year following the applicable three-year performance cycle, with the amount of shares earned subject to the achievement of pre-established performance goals). Any such grants will be subject to the terms and conditions of the Incentive Plan and the forms of stock option agreement and PSU agreement approved for fiscal 2027 grants to other executive officers of the Company.
The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Letter Agreement, attached hereto as Exhibit 10.2
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On October 6, 2026, Stryker issued a press release announcing the transition described in Item 5.02 above and related infographics, which are furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, 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 Exhibits 99.1, 99.2, and 99.3, 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.
Filed exhibits (2)
EX-99.1 (by filename) d84795dex991.htm
Exhibit 99.1
1941 Stryker Way
Portage, MI
49002
Press release
Number: 26-19
Date: October 6, 2026
Stryker announces leadership succession
Kevin Lobo to transition to Executive Chair of the Board of Directors
Current President and COO Spencer Stiles appointed Chief Executive Officer
Leadership transition effective January 1, 2027
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Portage, Michigan - Stryker (NYSE:SYK), a global leader in medical technologies, today announced that as part of a
planned succession process, Kevin Lobo will transition to the role of Executive Chair of the Board of Directors, effective January 1, 2027. Spencer Stiles, currently President and Chief Operating Officer of Stryker, will succeed Lobo as Chief
Executive Officer and will also be appointed as a member of the company’s Board at that time.
Lobo has led a distinguished career at Stryker
spanning more than 15 years. He joined the company in 2011 as Group President, became Chief Executive Officer in October 2012 and was appointed Chair of the Board in July 2014. During his transformative 14-year tenure as CEO, Lobo significantly expanded Stryker’s portfolio and global presence and tr…
Exhibit 99.2
Kevin Lobo Strengthened Stryker as a diversified global leader in medical technologies 14 years of transformative leadership Legacy of
driving growth, advancing innovation and shaping Stryker’s mission-driven culture Growth and diversification • Raised organic sales growth profile (4% in 2012 10% in 2025) • Significantly expanded Stryker’s portfolio and global
presence • Expanded Stryker’s position as a global medtech leader by entering new adjacencies (e.g. robotics, defibrillators, injury prevention, healthcare IT, peripheral vascular) Innovation and M&A • Established M&A as a
core strategic capability, completing 60+ acquisitions to enter new markets and complement internal innovation • Elevated Stryker as a major player in orthopaedic robotics through Mako acquisition, establishing the foundation of Stryker’s
robotic surgery ecosystem Mission, culture and operational excellence • Established Stryker’s customer-centric mission and strengthened the company’s highperformance culture and employee engagement • Led evolution of
Stryker’s Transatlantic Operating Model, accelerating international growth in Europe and Canada, and raised APAC growth rates • Established the …