Mary Brainerd
STRYKERAbout Mary K. Brainerd
Independent director at Stryker since 2017, age 71 as of the 2025 annual meeting. Former President & CEO of HealthPartners (2002–2017) with prior senior roles at HealthPartners (1992–2002) and Blue Cross & Blue Shield of Minnesota (1984–1992). She brings deep healthcare payer/provider expertise and currently chairs Stryker’s Governance & Nominating Committee, while also serving on the Compensation & Human Capital Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HealthPartners | President & CEO | 2002–2017 | Led a large consumer‑governed nonprofit health system; payer/provider domain expertise |
| HealthPartners | Various leadership roles | 1992–2002 | Built senior operating experience |
| Blue Cross & Blue Shield of Minnesota | Various leadership roles | 1984–1992 | Payer-side leadership, finance and operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bremer Financial Corporation | Director | Not disclosed | Regional financial services governance |
| Securian Financial | Director | Not disclosed | Insurance/financial services governance |
| The Nature Conservancy (MN–ND–SD) | Vice Chair | Not disclosed | ESG and sustainability alignment |
| The Opus Group | Director | Not disclosed | Private development/real estate governance |
Board Governance
- Committee assignments: Chair, Governance & Nominating (overseeing director nominations, governance, regulatory/quality, corporate responsibility) and member, Compensation & Human Capital (executive pay, equity plans, human capital) .
- Independence and leadership: Determined independent under NYSE standards; all committee members are independent; Lead Independent Director framework in place; regular executive sessions of independent directors .
- Attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; G&N met 4 times and Comp&HC met 6 times (context for workload) .
- Shareholder alignment signals: 2024 say‑on‑pay approval ~91%, indicating investor support for compensation practices overseen by Comp&HC .
- Ownership/insider policy: Directors subject to $600,000 ownership guideline within 5 years; hedging and pledging of Stryker stock prohibited (with narrow grandfathered exceptions) .
Fixed Compensation (Director)
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Standard 2024 annualized fee for non‑employee directors (raised from $120,000 in May 2024) |
| Committee chair fee (G&N) | $20,000 | 2024 annualized fee for non‑Audit committee chairs (raised from $15,000) |
| Lead Independent Director fee (if applicable) | $40,000 | Not applicable to Brainerd; applies to LID |
| Audit Chair fee (if applicable) | $25,000 | Not applicable to Brainerd |
| Fees earned (actual, 2024) | $144,647 | Reported fees for Mary K. Brainerd |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Units | Grant‑date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual grant) | May 9, 2024 | 653 | $214,001 | May 2025 | Annual director RSUs; time‑based vesting; no performance metrics |
Director equity is time‑vested; performance metrics apply to executive PSUs, not to non‑employee director RSUs .
Other Directorships & Interlocks
| Company | Relationship to Stryker | Potential Conflict Notes |
|---|---|---|
| Bremer Financial Corporation | No disclosed transactional ties | No related‑party transactions disclosed involving Brainerd; independence affirmed |
| Securian Financial | No disclosed transactional ties | No related‑party transactions disclosed involving Brainerd; independence affirmed |
| The Nature Conservancy (MN–ND–SD) | ESG philanthropy | No commercial conflict disclosed |
| The Opus Group | Private company | No commercial conflict disclosed |
Expertise & Qualifications
- Healthcare industry, payer/provider and finance expertise; strategy and innovation; human capital; accounting/financial literacy; M&A; global markets; IT/cybersecurity; environment & sustainability—per the Board skills matrix .
- Independent governance leadership as G&N Chair, including oversight of regulatory/quality and corporate responsibility (ESG) .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Shares owned directly | 5,815 | Feb 28, 2025 | Reported beneficial ownership |
| Right to acquire (options/RSUs within 60 days) | 3,005 | Feb 28, 2025 | Right to acquire via options/vesting |
| Total beneficial ownership | 8,820 | Feb 28, 2025 | Less than 1% of outstanding |
| Outstanding director RSUs | 653 | Dec 31, 2024 | Unvested or deferred RSUs outstanding |
| Outstanding director stock options | 3,005 | Dec 31, 2024 | Director option awards outstanding |
| Ownership guideline | $600,000 | Ongoing | All non‑employee directors at/above or projected to meet guideline by target date |
| Hedging/pledging | Prohibited | Ongoing | Insider Trading Guidelines prohibit hedging/pledging (grandfathered exceptions noted) |
Governance Assessment
- Board effectiveness: Brainerd’s healthcare payer/provider background and finance literacy, coupled with leadership as G&N Chair, strengthens oversight of governance, regulatory/quality, and ESG—areas material to medtech risk and reputation .
- Independence and conflicts: Independence affirmed; 2024 related‑party disclosures identify transactions for other directors (Greenleaf Hospitality; Bain & Co.) but none involving Brainerd—reducing conflict risk .
- Compensation alignment: Director pay mix ~40% cash / ~60% equity (2024 actual), with annual RSUs and ownership guidelines that support long‑term alignment; hedging/pledging bans further reinforce “skin‑in‑the‑game” .
- Committee governance quality: Comp&HC uses independent consultants (Semler Brossy) and maintains clawbacks for executives; G&N’s remit includes corporate responsibility and regulatory oversight—both supportive of investor confidence .
- Attendance and engagement: Board and committee cadence (Board 7x, Comp&HC 6x, G&N 4x) and directors meeting minimum attendance suggest ongoing engagement, with say‑on‑pay at ~91% signaling broad shareholder support for oversight of compensation .
- Red flags: None disclosed specific to Brainerd (no related‑party transactions, no hedging/pledging, no Section 16(a) delinquencies). Broader board items to monitor include any future related‑party transactions and continued ESG/political spending disclosures (shareholder proposal topic) .