Giovanni Caforio
STRYKERAbout Giovanni Caforio
Giovanni Caforio, M.D., age 60, has served on Stryker’s Board since 2020 and is an independent director. He is a former CEO (2015–2023) and Chairman (2017–2024) of Bristol-Myers Squibb and currently serves as Chair of the Board at Novartis AG; he is also a Director at PhRMA. His board skills matrix highlights expertise in healthcare industry leadership, global markets, human capital, M&A, strategy/innovation, IT/cybersecurity, public company executive experience, and legal/risk/governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb | Chief Executive Officer | 2015–2023 | Led large-cap biopharma operations and strategy |
| Bristol-Myers Squibb | Chairman of the Board | 2017–2024 | Board leadership and oversight |
| Bristol-Myers Squibb | Various leadership roles | 2000–2015 | Progressive operational and commercial responsibilities |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Novartis AG | Chair of the Board | Current as of 2025 |
| PhRMA | Director | Current |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Caforio is independent. All committee members are independent.
- Committee assignments: Compensation and Human Capital Committee; Governance and Nominating Committee.
- Board and committee activity: Board held seven meetings in 2024; each director attended at least 75% of Board and committee meetings; Audit Committee met nine times; Compensation and Human Capital met six times; Governance and Nominating met four times.
- Governance practices: Majority voting in uncontested elections, regular executive sessions of independent directors, proxy access, shareholder rights to call special meetings, cybersecurity oversight, and annual evaluations.
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation & Human Capital | Member | 6 | Yes |
| Governance & Nominating | Member | 4 | Yes |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned in cash | $126,432 | Actual fees received in 2024 |
| Annual Board retainer (program) | $130,000 | Increased from $120,000 in May 2024; applies to non-employee directors |
| Lead Independent Director fee | — | Not applicable; role held by Sherilyn S. McCoy ($40,000) |
| Committee Chair fees | — | Not applicable; only chairs receive $25,000 (Audit) or $20,000 (other committees) |
| Meeting fees | — | Not disclosed/none |
Performance Compensation
| Award Type | Grant Detail | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | 653 RSUs granted May 9, 2024; grant date fair value $214,001 | Vests May 2025; directors may elect to defer settlement until departure or a future date | None; director RSUs are time-based; minimum one-year vesting for awards granted on/after May 8, 2025 (director vesting may be meeting-to-meeting ≥50 weeks) |
- Change-in-control: Committee may accelerate vesting or deem awards earned; cash-out provisions may apply to options; standard plan-wide terms.
Other Directorships & Interlocks
| Company/Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Novartis AG | Chair of the Board | Public | Large pharma board role; no related-party transactions disclosed with Stryker |
| PhRMA | Director | Trade association | Industry advocacy body |
Expertise & Qualifications
- Board skills: Healthcare industry; global markets; human capital; mergers & acquisitions; strategy & innovation; IT/cybersecurity; public company executive experience; legal/risk/governance.
- Credentials: M.D.; former CEO and Chairman of a global biopharma; current Chair of Novartis AG.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned | 2,239 | As of Feb 28, 2025 |
| Right to acquire (vested RSUs deferred) | 316 | Deferred election until departure from Board |
| Total beneficial ownership | 2,555 | Sum of owned and right to acquire; less than 1% of shares outstanding |
| Outstanding RSUs | 969 | Includes unvested and deferred RSUs |
| Options outstanding | 0 | No option awards outstanding |
| Ownership guideline (directors) | $600,000 | 5-year compliance window; all non-employee directors at/above or projected by target date |
| Hedging/pledging | Prohibited | Short sales, options/derivatives, and pledging are prohibited (with limited grandfathering) |
Governance Assessment
- Strengths: Independent status; active role on Compensation & Human Capital and Governance & Nominating Committees; Board has robust governance practices (majority voting, proxy access, executive sessions, cybersecurity oversight). Director equity grants with deferral elections and $600,000 ownership guideline reinforce alignment; 2024 say-on-pay received ~91% support, indicating investor confidence in compensation oversight.
- Compensation mix: 2024 director pay emphasized equity via annual RSU grant ($214,001) alongside cash fees ($126,432), consistent with alignment objectives; 2025 fees remain at 2024 levels.
- Conflicts/related parties: No related-party transactions disclosed for Caforio; Board independence review annually; Section 16(a) filings timely in 2024.
- RED FLAGS: None disclosed regarding Caforio (no pledging/hedging, no related-party transactions, attendance threshold met). Continued service as Chair of Novartis creates a high-profile external commitment; monitor for time/attention risks and any evolving interlocks, though no conflicts are disclosed.