Sherilyn McCoy
STRYKERAbout Sherilyn S. McCoy
Lead Independent Director of Stryker; independent director since 2018 (7 years of service as of the 2025 Annual Meeting). Former CEO of Avon Products (2012–2018) and long‐tenured Johnson & Johnson executive (1982–2012), bringing public company CEO experience and deep healthcare/consumer operating expertise. Age 66. Committee assignments: Compensation & Human Capital; Governance & Nominating. As Lead Independent Director, she sets agendas with the Chair/Corporate Secretary, chairs executive sessions, facilitates independent director discussions, and serves as liaison with management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avon Products, Inc. | Chief Executive Officer and Director | 2012–2018 | Led large global consumer company; public markets experience. |
| Johnson & Johnson | Various leadership roles | 1982–2012 | Broad healthcare operating background across functions/businesses. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AstraZeneca PLC | Director | Current | Large-cap biopharma board seat. |
| Kimberly-Clark | Lead Director | Current | Lead independent oversight at another S&P 500 company. |
| Galderma | Vice-Chair of the Board | Current | Private dermatology company; governance leadership. |
| Novocure | Director | 2018–2022 | Prior public medtech board experience. |
| Certara, Inc. | Chair of the Board | 2018–2021 | Prior public board chair experience. |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; McCoy is independent.
- Lead Independent Director responsibilities include: chairing executive sessions, setting meeting agendas/schedules with the Chair/Corporate Secretary, ensuring information flow to non-management directors, engaging with CEO on evaluations, and coordinating retention of independent advisors as needed.
- Executive sessions: Independent directors meet regularly; guidelines require at least once per year.
- Meetings and attendance: Board met 7 times in 2024; each director attended at least 75% of Board/committee meetings on which they served.
- Committee participation and cadence:
- Compensation & Human Capital (member): 6 meetings in 2024; retains an independent consultant (Semler Brossy).
- Governance & Nominating (member): 4 meetings in 2024; oversees corporate responsibility, non-financial compliance, Board/committee evaluations, and nominations.
- Broader governance practices: Majority voting, proxy access, shareholder right to call special meetings, no poison pill, independent oversight of cybersecurity and ESG.
| Committee | Role | 2024 Meetings Held |
|---|---|---|
| Compensation & Human Capital | Member | 6 |
| Governance & Nominating | Member | 4 |
Fixed Compensation
| Component | Policy/Amount | 2024 Realized (McCoy) |
|---|---|---|
| Annual cash retainer | $130,000 (raised from $120,000 in May 2024) | Included in cash total |
| Lead Independent Director fee | $40,000 annualized | Included in cash total |
| Committee chair fees | $25,000 (Audit); $20,000 (other chairs); not applicable to McCoy in 2024 | $0 |
| Meeting fees | None (fixed fee model) | N/A |
| Total cash fees received (2024) | — | $166,432 |
Performance Compensation
| Instrument | Grant Date | Amount/Terms | Vesting/Other |
|---|---|---|---|
| Annual RSU grant | May 9, 2024 | 653 RSUs; grant-date fair value $214,001 | Vest May 2025; directors may elect to defer settlement until departure or a future date. |
| Equity plan design (applies to non-employee directors) | — | Eligible for awards under 2011 LTIP; non-employee director annual equity grant cap $500,000; cash comp cap $400,000. | Minimum 1-year vesting for awards granted on/after May 8, 2025; for director awards, “one year” can be meeting-to-meeting ≥50 weeks. Change-in-control: committee discretion to accelerate or deem performance satisfied. |
| Forfeiture/clawback context | — | Award agreements may include forfeiture for breaches of non-compete/nonsolicit/nondisclosure; company-wide Dodd-Frank clawback applies to executive officers (not directors). |
Other Directorships & Interlocks
- Current public boards: AstraZeneca PLC; Kimberly-Clark (Lead Director). No Stryker-disclosed related-party transactions tied to these affiliations in 2024.
- Private/other boards: Galderma (Vice-Chair); prior roles at Novocure and Certara.
Expertise & Qualifications
- Board skills matrix indicates contributions in Human Capital Management, Healthcare Industry, M&A, Global Markets, Strategy & Innovation, Environment & Sustainability, and Public Company Executive Experience.
- Profile highlights: Former public company CEO; extensive operating leadership at J&J; current governance leadership as Lead Independent Director at Stryker and Kimberly-Clark.
Equity Ownership
| Item | Detail |
|---|---|
| Shares owned (common) | 841 shares as of Feb 28, 2025. |
| Right to acquire within 60 days | 1,985 shares (vested RSUs with delivery deferred). |
| Total beneficial (proxy table) | 1,985 shares (as presented in table). |
| Outstanding RSUs (incl. deferred) | 5,027 RSUs outstanding at 12/31/2024. |
| Options outstanding | 0 options outstanding. |
| Deferral elections | 1,985 RSUs deferred until Board departure; 3,042 RSUs deferred until a future date. |
| Director stock ownership guideline | $600,000 within 5 years; as of 12/31/2024, all non-employee directors were at/above guideline or on-track by compliance date. |
| Hedging/pledging | Prohibited for directors and officers (short sales, options, hedges; pledging/margin prohibited except grandfathered). |
| Section 16 compliance | Company reported all required insider ownership reports were timely filed for 2024. |
Governance Assessment
- Positives for investor confidence
- Lead Independent Director with robust responsibilities, improving independent oversight and board effectiveness.
- Dual committee roles (Compensation & Human Capital; Governance & Nominating) with active meeting cadence (6 and 4 meetings in 2024).
- Strong governance framework (majority voting, proxy access, special meeting rights, no poison pill; regular independent sessions).
- Balanced director pay mix (cash + time-based RSUs); McCoy 2024: $166,432 cash; $214,001 equity.
- Stock ownership alignment (director ownership guideline; compliance reported); anti-hedging/pledging policy.
- Board/committee attendance commitment (≥75% for all directors).
- No McCoy-specific related-party transactions disclosed.
- Say-on-pay support 2024 at ~91% indicates general investor alignment with compensation governance.
- Watch items
- Multiple external public board commitments (AstraZeneca; Kimberly-Clark) increase time demands; monitor ongoing attendance/engagement and potential issue overlap as industry landscapes evolve.
- RED FLAGS
- None disclosed regarding conflicts, related-party transactions, hedging/pledging, or Section 16 compliance for McCoy in 2024. Continue to monitor for potential interlocks if Stryker enters material transactions with companies where she serves.