Emmanuel Maceda
STRYKERAbout Emmanuel P. Maceda
Emmanuel P. Maceda (age 62) was elected as an independent director of Stryker on May 8, 2025; he is Chair of Bain & Company (January 2025–present) and previously served as Bain’s Worldwide Managing Partner and CEO (2018–2024) after holding various leadership roles at Bain since 1989; he also serves on the Board of Trustees of The Bridgespan Group . The Board determined he is independent under NYSE standards, explicitly considering Stryker’s consulting arrangements with Bain (2024 payments to Bain were below 2% of Bain’s consolidated gross revenue and deemed arm’s-length) . As of February 28, 2025, he had no reported beneficial ownership of Stryker shares .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bain & Company | Worldwide Managing Partner and CEO | 2018–2024 | As disclosed in Stryker’s proxy profile |
| Bain & Company | Various leadership roles | 1989–2018 | As disclosed in Stryker’s proxy profile |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Bain & Company | Private company | Chair | Jan 2025–present |
| The Bridgespan Group | Non-profit | Board of Trustees | Not specified |
Board Governance
- Committee assignments: No committee assignment was listed for Mr. Maceda in the director nominees table; current committee rosters in the proxy do not include him (he was standing for initial election) .
- Independence: The Board determined he is independent under NYSE standards after reviewing Stryker’s consulting engagements with Bain & Company (2024 payments <2% of Bain consolidated gross revenue; arm’s-length terms), and concluded such relationship was not material; similar ordinary-course transactions may occur in the future .
- 2025 election outcome: See vote tallies below .
- Attendance and engagement context: In 2024 the Board held seven meetings and each director attended at least 75% of the total Board and committee meetings on which they served; Stryker expects directors to attend the annual meeting (Maceda was not yet a director in 2024) .
| Director | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Emmanuel P. Maceda | 291,665,689 | 1,558,939 | 335,082 | 26,731,614 |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | $130,000 | Increased from $120,000 in May 2024 |
| Lead Independent Director fee | $40,000 | Additional to base retainer |
| Committee Chair fees | Audit Chair: $25,000; Other Chairs: $20,000 | Increased in May 2024 (from $20,000 and $15,000, respectively) |
| Annual director equity target | $215,000 in RSUs | 653 RSUs granted May 9, 2024 to then-serving non-employee directors; vests in May 2025; new directors receive awards per the Board’s annual grant practices |
| Plan limits for directors | Equity grant fair value cap $500,000/year; cash comp cap $400,000/year | Per 2011 LTIP as amended/restated |
| Stock ownership guideline | $600,000 within five years | Applies to non-employee directors |
Performance Compensation
| Grant type | Target value | Illustrative RSUs (#) | Vesting | Deferral option | Performance metrics |
|---|---|---|---|---|---|
| Director RSUs (annual) | $215,000 | 653 (2024 example for then-serving directors) | Vest at next annual meeting (May 2025 for 2024 grants) | Directors may elect to defer settlement until departure or a future date | None (time-based vesting; no performance conditions) |
Other Directorships & Interlocks
| Organization | Type | Role | Potential interlock/conflict | Details |
|---|---|---|---|---|
| Bain & Company | Private | Chair | Potential perceived conflict due to Stryker’s consulting spend with Bain | 2024 payments to Bain were <2% of Bain consolidated gross revenue; Board deemed independence and arm’s-length terms |
| The Bridgespan Group | Non-profit | Board of Trustees | None disclosed | Listed as other affiliation in proxy profile |
- No other public company directorships are listed in Mr. Maceda’s proxy biography .
Expertise & Qualifications
- Strategic leadership and global advisory experience as Bain’s Worldwide Managing Partner and CEO (2018–2024) and current Chair (2025–present) .
- Stryker’s Director Nominee Skills Matrix highlights nominees’ strategy and related competencies; Mr. Maceda’s profile underscores strategy and leadership experience relevant to Stryker’s oversight needs .
Equity Ownership
| As-of date | Shares owned | Right to acquire (60 days) | Total | % of outstanding |
|---|---|---|---|---|
| February 28, 2025 | 0 | 0 | 0 | <1% |
- Director stock ownership guideline: $600,000 within five years; hedging and pledging of Stryker stock are prohibited under the Insider Trading Guidelines (limited grandfathering for pre-existing pledges) .
Governance Assessment
- Positive: The Board conducted and disclosed an independence assessment addressing Stryker’s consulting relationship with Bain; 2024 payments to Bain were below 2% of Bain’s consolidated gross revenue and deemed arm’s-length, and Mr. Maceda was determined independent under NYSE standards .
- Positive: Strong shareholder support for election (For 291.7M vs. Against 1.6M) signals investor confidence in the director slate, including Mr. Maceda .
- Positive: Robust director alignment mechanisms, including a $600,000 stock ownership guideline and prohibitions on hedging and pledging, support long-term orientation .
- RED FLAG (monitor): Ongoing consulting engagements between Stryker and Bain (where Mr. Maceda is Chair and partner) could pose perceived conflicts; Board found 2024 activity immaterial and arm’s-length, but future spend and any committee assignments should be monitored for independence optics .
- Watch item: As a newly elected director, Mr. Maceda had no reported Stryker share ownership as of February 28, 2025; track progress toward the five-year ownership guideline .
- Context: All committee members are independent; the Compensation and Human Capital Committee uses an independent consultant (Semler Brossy) with no conflicts, supporting effective oversight .
- Context: The Board met seven times in 2024 with at least 75% attendance by each director; Stryker expects directors to attend the annual meeting (no personal attendance record for Mr. Maceda yet due to new election) .