Andrew Silvernail
STRYKERAbout Andrew K. Silvernail
Andrew K. Silvernail is an independent director of Stryker Corporation and chairs the Audit Committee. He is 54 and has served on Stryker’s board since 2013, and the board identifies him as an “audit committee financial expert.” Silvernail is currently Chairman and Chief Executive Officer of International Paper (2024–present), and previously served as Chairman, President and CEO of Madison Industries (2021) and as Chairman, President and CEO of IDEX Corporation (2011–2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEX Corporation | Chairman, President & CEO | 2011–2020 | Led public company operations and strategic growth |
| IDEX Corporation | Vice President, Group Executive | 2009–2011 | Business unit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Paper | Chairman & Chief Executive Officer | 2024–present | Public company leadership; potential time-commitment consideration |
| Madison Industries | Chairman, President & CEO | 2021 | Private industrial platform leadership |
| Boys & Girls Club of Lake County | Director | — | Non-profit service |
Board Governance
- Independence: The board determined all directors other than the CEO are independent; Silvernail is independent .
- Committee assignments: Audit Committee Chair; audit committee met nine times in 2024 .
- Audit Committee scope: Oversees financial reporting, auditing, accounting, compliance with financial laws, enterprise risk management, and cybersecurity (with at least three briefings annually) .
- Attendance: The board held seven meetings in 2024; each director attended at least 75% of board and committee meetings .
- Executive sessions: Regular executive sessions of independent directors; Board leadership includes a Lead Independent Director with defined responsibilities .
Fixed Compensation
| Component | Amount/Detail | Period/Date |
|---|---|---|
| Annual cash retainer (non-employee directors) | $130,000 | Increased May 2024; 2025 fees unchanged |
| Lead Independent Director fee | $40,000 | Annualized |
| Audit Chair fee | $25,000 | Increased from $20,000 in May 2024 |
| Other committee chair fee | $20,000 | Increased from $15,000 in May 2024 |
| Silvernail — Cash fees received | $149,647 | 2024 actual |
Performance Compensation
| Equity Award | Grant detail | Vesting/Deferral | Value |
|---|---|---|---|
| Annual RSU grant (directors) | 653 RSUs granted May 9, 2024 | Vests May 2025; deferral to departure or specified date available | Target value $215,000; 2024 grant fair value $214,001 |
| Options (historical director grants) | Options previously granted vest 20% annually over five years | — | Structure disclosure |
- Director equity is time-based (no PSU or performance metric linkage for directors) .
- Stock ownership guideline: $600,000 with five-year compliance window; all non-employee directors were at or above guideline or projected to be by their targeted date as of Dec. 31, 2024 .
Other Directorships & Interlocks
| Company | Role | Committee roles (if any) | Potential Interlock/Notes |
|---|---|---|---|
| International Paper | Chairman & CEO | Not disclosed here | Dual full-time executive role may increase time demands for Audit Chair duties at SYK |
No specific related-party transactions or interlocks were disclosed for Silvernail in Stryker’s proxy; independence was affirmed, and related-party reviews highlighted other directors (Stryker/Maceda) rather than Silvernail .
Expertise & Qualifications
- Audit committee financial expert; Accounting/Financial literacy recognized by the board .
- Public company executive experience; Strategy and innovation; Mergers & acquisitions; Global markets experience (skills matrix) .
Equity Ownership
| Metric | Amount | As-of |
|---|---|---|
| Shares owned | 7,934 | Feb. 28, 2025 |
| Right to acquire (RSUs/options vesting within 60 days) | 13,390 | Feb. 28, 2025 |
| Total (owned + right to acquire) | 22,737 | Feb. 28, 2025 (less than 1% of shares outstanding) |
| Outstanding RSUs | 5,868 | Dec. 31, 2024 |
| Outstanding options | 11,970 | Dec. 31, 2024 |
| Deferred RSUs | 5,215 RSUs deferred until departure from the Board | Dec. 31, 2024 |
| Ownership guideline | $600,000 (5-year window); compliance status positive | 2024 guideline; compliance update as of Dec. 31, 2024 |
- Hedging and pledging prohibited under Insider Trading Guidelines (grandfathered exceptions only); short sales and option trading prohibited .
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; robust audit/risk and cybersecurity oversight cadence; majority equity-based director compensation aligns incentives; ownership guideline compliance .
- Engagement: Board and committee meeting frequency with minimum attendance thresholds met; regular executive sessions support independent oversight .
- Compensation mix: 2024 Silvernail compensation comprised $149,647 cash and $214,001 RSUs; fee and equity targets were modestly increased in 2024, with fees unchanged for 2025 .
- Potential risks/RED FLAGS to monitor: Dual role as Chairman & CEO of International Paper may pose time-commitment considerations for an Audit Chair; however, Stryker’s board affirmed his independence and did not disclose related-party transactions involving him .
- Shareholder signals: Stryker’s 2024 say-on-pay support was ~91%, indicating broadly positive investor sentiment toward compensation governance (context for overall pay governance at SYK) .
Director Compensation — Detail (YoY structural changes)
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $120,000 | $130,000 | Increased in May 2024 |
| Audit Chair fee | $20,000 | $25,000 | Increased in May 2024 |
| Other committee chair fee | $15,000 | $20,000 | Increased in May 2024 |
| RSU target value | $200,000 | $215,000 | 653 RSUs granted May 9, 2024; vest May 2025 |
Related Party Transactions (Conflict Review)
- Policy: Audit Committee approval/ratification for transactions >$120,000 involving directors/officers or immediate family; annual review cadence and chair-level interim approvals .
- 2024 disclosures focused on Ronda Stryker/Greenleaf Hospitality and Emmanuel Maceda/Bain & Company; no such disclosures involved Silvernail .
Insider Trades
- Not disclosed in the proxy statement; no Form 4 detail provided in DEF 14A. Stryker’s policy prohibits hedging/pledging by directors and officers (see Equity Ownership section) .
Say-on-Pay & Shareholder Feedback (Context)
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval | ~91% favorable vote |
Compensation Peer Group (Context for SYK pay governance)
| Representative peers | Notes |
|---|---|
| Abbott, Boston Scientific, Medtronic, Zimmer Biomet, Thermo Fisher, Danaher, GE HealthCare, etc. | Used in 2023–2024 benchmarking; independent consultant Semler Brossy engaged; peer group adjustments disclosed . |
Overall, Silvernail’s governance profile at SYK reflects strong audit oversight credentials and independence, with majority equity director pay and ownership guideline compliance supporting alignment; no related-party exposures involving him were disclosed, while his simultaneous chair/CEO role at International Paper is a notable time-commitment consideration to monitor .