Rachel Ruggeri
STRYKERAbout Rachel Ruggeri
Rachel M. Ruggeri, age 55, is an independent director of Stryker Corporation and a member of the Audit Committee. She joined the board in 2024 and is designated an “audit committee financial expert.” Her background includes serving as Executive Vice President and Chief Financial Officer of Starbucks through March 2025, preceded by senior finance roles at Starbucks and CFO/Corporate Secretary at Continental Mills .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | EVP & Chief Financial Officer | 2021–March 2025 | Led finance; relevant expertise for audit oversight |
| Starbucks Corporation | SVP, Americas | 2020–2021 | Regional finance/operations exposure |
| Continental Mills, Inc. | Chief Financial Officer & Corporate Secretary | 2018–2020 | Corporate finance and governance experience |
| Starbucks Corporation | Various finance leadership roles | 2001–2018 | Deep finance and controls experience |
External Roles
- No other public company directorships disclosed in the proxy; her principal external role was Starbucks CFO through March 2025 .
- No related-party transactions involving Ruggeri are disclosed in the proxy .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Ruggeri is independent under NYSE standards |
| Committee Assignments | Audit Committee member; not a chair |
| Financial Expert | Designated “audit committee financial expert” |
| Board Meetings | Board held 7 meetings in 2024; each director attended at least 75% of Board/Committee meetings on which they served |
| Audit Committee Meetings | Audit Committee met 9 times in 2024 |
| Executive Sessions | Regular executive sessions of independent directors; Lead Independent Director chairs |
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Cash fees (prorated) | $83,610 | Reflects election on May 9, 2024; annualized fixed fee increased to $130,000 in May 2024 |
| Annual cash retainer (annualized) | $130,000 | Effective May 2024 (was $120,000 prior to May) |
| Lead Independent Director fee | $40,000 | Not applicable to Ruggeri; program detail |
| Audit Committee Chair fee | $25,000 | Not applicable to Ruggeri; program detail |
| Other Committee Chair fee | $20,000 | Not applicable to Ruggeri; program detail |
| RSU grant (value) | $214,001 | Aggregate grant-date fair value |
| RSU units | 653 | Granted May 9, 2024; vest May 8, 2025 |
| RSU settlement | Deferred until departure from Board | Voluntary deferral election (alignment signal) |
| 2025 fee levels | Unchanged vs. 2024 | Program detail |
Performance Compensation
| Element | Metrics | Terms |
|---|---|---|
| Director equity | None (time-based RSUs) | RSUs vest after ~1 year; dividend equivalents deferred until vest/earn; minimum one-year vesting for awards granted on/after May 8, 2025 under the amended 2011 Plan |
Other Directorships & Interlocks
- None disclosed for Ruggeri; SYK’s independence review notes other directors’ relationships (e.g., Greenleaf Hospitality; Bain & Company), but no such transactions are attributed to Ruggeri .
- No Starbucks–Stryker related-party transactions disclosed; Audit Committee must approve any such transactions over $120,000, none identified for Ruggeri .
Expertise & Qualifications
- Senior public-company finance executive (Starbucks CFO), supporting audit oversight and financial literacy .
- Audit Committee Financial Expert designation, reinforcing committee effectiveness .
- Global operations and corporate governance exposure through prior roles .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned | 26,653 | As of February 28, 2025 |
| Right to acquire (60 days) | — | No options/near-term RSU vesting counted in this column |
| RSUs outstanding | 653 | Settlement deferred; vest May 8, 2025 |
| Options | None | No director options outstanding for Ruggeri |
| Ownership % | <1% | Per Security Ownership table |
| Ownership guideline | $600,000 (5-year compliance) | All non-employee directors were at/above or projected to meet guidelines by target date as of Dec 31, 2024 |
| Hedging/pledging | Prohibited by policy (limited grandfathering) | Insider Trading Guidelines prohibit hedging and pledging; no pledge disclosed for Ruggeri |
Governance Assessment
-
Positive signals:
- Independent director with audit committee financial expert designation, strengthening financial oversight .
- Director pay mix emphasizes equity via time-vested RSUs; Ruggeri’s deferral of RSU settlement until board departure aligns interests with long-term performance .
- Robust stock ownership guidelines ($600,000) for directors; compliance monitored annually; all non-employee directors at/above or projected to meet requirements .
- Board/committee activity levels (7 Board; 9 Audit in 2024) and minimum attendance standards indicate engagement; Ruggeri attended the 2024 annual meeting .
- Independent compensation consultant (Semler Brossy) retained by Compensation & Human Capital Committee; no conflicts of interest, supporting governance quality .
-
Risk indicators and red flags:
- No Ruggeri-specific related-party transactions or conflicts disclosed in the proxy .
- SYK prohibits hedging/pledging, reducing misalignment and collateral risk; no pledging disclosed for Ruggeri .
- Company-level say-on-pay support at ~91% in 2024 indicates broad shareholder confidence in compensation governance (contextual, executive program) .
-
Watch items:
- Role transition: Ruggeri stepped down as Starbucks CFO in March 2025; continued board service at SYK with audit responsibilities (capacity considerations noted by background, not flagged by SYK) .
Overall, Ruggeri’s independent status, audit expertise, and deferral of equity establish strong alignment and bolster Audit Committee effectiveness, with no disclosed conflicts or attendance concerns in SYK’s latest proxy .