Ronda Stryker
STRYKERAbout Ronda E. Stryker
Independent director of Stryker Corporation since 1984 (41 years of service), age 70. Current committee assignment: Governance & Nominating (not Chair). The Board classifies her as independent under NYSE rules, with the Board specifically reviewing and maintaining independence despite a modest related‑party hotel spend with an entity owned by her spouse .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | Director | 1984–present | Member, Governance & Nominating Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenleaf Trust | Vice Chair & Director | 1988–present | Fiduciary/wealth management oversight |
| Spelman College | Vice Chair, Board of Trustees | Not disclosed | Higher‑education governance |
| Harvard Medical School | Board of Fellows (Member) | Not disclosed | Academic medical oversight |
Board Governance
- Independence: Board determined Ms. Stryker is independent; considered $630,000 of 2024 spend at Greenleaf Hospitality (owned by her husband) and deemed not material given size, ordinary‑course nature, and arm’s‑length terms (discounted rates) .
- Committee assignment: Governance & Nominating (G&N) Committee; G&N oversees director nominations, governance, non‑financial compliance, regulatory/quality, and sustainability; receives annual reports from senior executives on compliance and corporate responsibility .
- Attendance: Board held seven meetings in 2024; each director attended at least 75% of Board and committee meetings; directors are expected to attend the annual meeting (directors up for re‑election did so) .
- Lead Independent Director: Sherilyn S. McCoy; role chairs independent executive sessions and coordinates agenda/flow of information .
- Executive sessions: Required at least annually; non‑management directors meet regularly in executive session .
Fixed Compensation (Director Pay Structure and 2024 Actuals)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $130,000 | Increased from $120,000 in May 2024 |
| Committee Chair Fees | $25,000 (Audit), $20,000 (other committees) | Increased in May 2024; Ms. Stryker is not a chair |
| Lead Independent Director Fee | $40,000 | Applies to LID (not Ms. Stryker) |
| Annual Director RSU Grant (Target) | $215,000 | 653 RSUs granted on May 9, 2024 |
| 2024 Cash Paid (Ms. Stryker) | $126,432 | Fees earned/paid in cash |
| 2024 Stock Award (Ms. Stryker) | $214,001 | Aggregate grant‑date fair value of RSUs |
| 2024 Total (Ms. Stryker) | $340,433 | Cash + RSU fair value |
- RSUs vest on May 8, 2025; directors may elect deferral at grant (optional) .
- Stock ownership guidelines: $600,000 for non‑employee directors; 5 years to comply; all directors and NEOs at/above guideline or on track as of 12/31/2024 .
- Hedging/pledging: Prohibited for directors/officers under Insider Trading Guidelines (limited grandfathering for previously pledged shares) .
- Equity plan limits: Non‑employee director annual equity grant fair value cap $500,000; cash compensation cap $400,000 under the 2011 Plan .
Performance Compensation (Equity Grants to Directors)
| Grant Type | Grant Date | # of RSUs | Grant‑Date Fair Value | Vesting | Deferral Option |
|---|---|---|---|---|---|
| Annual RSU | May 9, 2024 | 653 | $214,001 | May 8, 2025 | Optional deferral election at grant |
Note: Director equity awards are time‑vested RSUs; no performance metrics apply to director grants .
Other Directorships & Interlocks
| Company/Entity | Relationship to SYK | Potential Conflict Consideration |
|---|---|---|
| Greenleaf Hospitality (owned 100% by spouse) | Vendor; SYK spent $630,000 in 2024 (hotel/meeting functions in Kalamazoo) | Board deemed non‑material vs. SYK revenues; ordinary‑course; arm’s‑length discounted rates; independence maintained |
| Greenleaf Trust | None disclosed | External fiduciary role; no SYK transactions disclosed in 2025 proxy |
Expertise & Qualifications
- Multi‑decade board service; governance exposure across financial services (Greenleaf Trust) and academia/medicine (Spelman, HMS) .
- G&N committee experience aligns to governance, compliance/quality, and sustainability oversight .
Equity Ownership
| As of Feb 28, 2025 | Shares Owned (#) | Right to Acquire (#) | Total (#) | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Ronda E. Stryker | 17,434,840 | 8,175 | 17,443,015 | 4.6% | Includes shared beneficial ownership of 13,812,732 shares |
| Director RSUs Outstanding | 653 | — | 653 | — | 2024 grant; vest May 2025 |
| Director Options Outstanding | 11,970 | — | 11,970 | — | Historical director option program; options vest 20% per year over 5 years |
Stock ownership guideline compliance: company reports directors/NEOs at or above guidelines or projected to meet by target date . Hedging/pledging prohibited (with limited grandfathering) .
Insider Transactions (last ~24 months)
| Date | Type | Shares | Price (avg) | Total Amount | Post‑Trade Holdings (context) | Source |
|---|---|---|---|---|---|---|
| Nov 5–6, 2025 | Open‑market sale | 520,000 | $349.46–$359.80 | ~$184.6M | Detailed tranche prices, multiple indirect accounts (revocable trust, L. Lee Stryker Trust) | |
| Aug 6, 2025 | Open‑market sale | 200,000 | $376.45 | ~$75.29M | Aggregated holdings updated | |
| May 6, 2025 | Open‑market sale | 200,000 | $376.96 | ~$75.39M | Aggregated holdings updated | |
| Jan 31, 2025 | Open‑market sale | 201,392 | $392.24 | ~$78.99M | Holdings after sale shown (indirect/direct) | |
| Nov 5, 2024 | Open‑market sale | 230,000 | $367.37 | ~$84.49M | Holdings updated | |
| Aug 6, 2024 | Open‑market sale | 190,000 | $323.46 | ~$61.46M | Holdings updated | |
| Feb 5–6, 2024 | Open‑market sale | 293,442 | $341.97 | ~$100.35M | Holdings updated |
Note: Several filings indicate transactions executed in multiple tranches at weighted‑average prices; full breakdown available in the SEC Form 4 exhibits .
Governance Assessment
- Committee engagement: Active on the Governance & Nominating Committee, which oversees director nominations, non‑financial compliance (regulatory/quality), and corporate responsibility/sustainability, with structured reporting to the Board—supports board effectiveness .
- Independence and related‑party exposure: The 2024 spend at Greenleaf Hospitality (owned by her spouse) is modest and arm’s‑length; the Board reviewed and maintained independence, which mitigates conflict concerns though remains a monitoring point for investors (RED FLAG potential if scope/terms change materially) .
- Attendance/engagement: At least 75% attendance in 2024; directors are expected to attend the annual meeting, with those up for re‑election doing so—indicates baseline engagement .
- Ownership alignment: Significant beneficial ownership (4.6% of shares) and director RSUs; strong “skin‑in‑the‑game” with ownership guidelines compliance across directors .
- Trading pattern: Repeated large‑block open‑market sales across 2024–2025; while sales can be for diversification/estate planning, sustained disposition volumes warrant ongoing monitoring for alignment and signaling (RED FLAG potential if coincident with negative fundamental shifts) .
- Director compensation: Mix of fixed cash and time‑vested RSUs; no guaranteed/perquisite outliers disclosed; equity plan includes minimum one‑year vesting and no option repricing without shareholder approval—shareholder‑friendly structures .
- Shareholder feedback: Say‑on‑pay passed with ~91% favorable in 2024 and strong support again in 2025 by vote counts; political spending transparency proposal failed in 2023/2024 and was not presented in 2025, indicating general alignment with management’s governance posture .
Say‑on‑Pay & Shareholder Votes (context)
- 2024 Say‑on‑Pay: ~91% favorable per proxy summary .
- 2025 Say‑on‑Pay: For 269,904,211; Against 22,785,808; Abstain 869,691 .
- 2024 Director elections and vote tallies: All nominees elected; Ms. Stryker For: 298,117,450; Against: 7,345,423; Abstain: 267,202; 27,028,775 broker non‑votes .
- 2025 Director elections and vote tallies: Ms. Stryker For: 277,219,985; Against: 16,063,582; Abstain: 276,143; 26,731,614 broker non‑votes .
- Political spending proposal: Opposed by Board; received <38% in 2023/2024; not presented in 2025 due to proponent absence .
Compensation Committee Analysis (board‑level practices)
- Independent consultant (Semler Brossy) engaged by the Compensation & Human Capital Committee; annually assessed as independent; no services to management—limits consultant conflicts of interest .
- Pay governance risk assessments: Third‑party assessments (Pay Governance, Korn Ferry) concluded compensation programs do not create material adverse risk; supports balanced incentives .
RED FLAGS and Monitoring Items
- Related‑party hotel transactions (Greenleaf Hospitality, spouse‑owned): immaterial today; monitor scale/terms annually .
- Sustained insider selling (large open‑market sales in 2024–2025): continue tracking volumes, timing vs. fundamentals/events; assess for 10b5‑1 plan disclosures where available .
- Concentrated beneficial ownership via trusts: governance is mitigated by NYSE independence determination and strict insider trading/pledging policies; monitor for any pledge disclosures or changes in control arrangements .