Stryker (NYSE: SYK) promotes Spencer Stiles to President & COO, sets new compensation packages
Rhea-AI Filing Summary
Stryker Corporation announced a leadership transition effective January 1, 2026. Spencer Stiles, currently Group President, Orthopaedics, will become President and Chief Operating Officer. Dylan Crotty, currently President, Instruments, will be promoted to Group President, Orthopaedics.
Both executives have 27-year careers at Stryker with leadership roles across Orthopaedics, MedSurg and Neurotechnology, Trauma & Extremities and international regions. Under a letter agreement, Mr. Stiles’s annual base salary will increase to $1,000,000 with a bonus target equal to 100% of salary and a recommended long-term incentive grant with a target value of about $6,000,000, split between stock options and performance stock units, subject to committee approval. Mr. Crotty’s base salary will rise to $700,000 with an 85% bonus target and a recommended long-term incentive grant of about $3,000,000 on similar terms.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Stryker Corporation (the “Company”) announced on December 4, 2025 that Spencer Stiles, who currently serves as Group President, Orthopaedics, has been appointed President and Chief Operating Officer of the Company effective January 1, 2026.
Dylan Crotty, who currently serves as President, Instruments, has been promoted to succeed Mr. Stiles as Group President, Orthopaedics effective January 1, 2026.
There are no arrangements or understandings between Mr. Stiles or Mr. Crotty and any person pursuant to which Mr. Stiles or Mr. Crotty were selected as an officer, and no family relationships exist between Mr. Stiles nor Mr. Crotty and any director or executive officer of the Company. Neither Mr. Stiles nor Mr. Crotty is a party to any transaction to which the Company is or was a participant and in which Mr. Stiles or Mr. Crotty have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
Biographical Information
Mr. Stiles, age 49, has served as Group President of Orthopaedics since 2019. Throughout his 27-year career at the Company, he has held leadership roles across Orthopaedics as well as MedSurg and Neurotechnology and has overseen international regions and key supporting functions. Mr. Stiles graduated from Miami University with a bachelor’s degree in business and received his MBA from the University of Nebraska.
Mr. Crotty, age 49, has served as President, Instruments since 2018. Throughout his 27-year career at the Company, Mr. Crotty has held leadership roles across MedSurg and Neurotechnology as well as Trauma & Extremities and Europe. Mr. Crotty graduated from Hope College with a bachelor’s degree in business administration.
Letter Agreement with Mr. Stiles
Pursuant to the letter agreement establishing Mr. Stiles’s compensation in his new role, Mr. Stiles’s annualized base salary rate will increase to $1,000,000 effective January 1, 2026. Mr. Stiles’s bonus target will be 100% of his annual base salary determined based on the applicable plan terms. In addition, a recommendation will be made to the Compensation and Human Capital Committee of the Board of Directors of the Company to approve awards to Mr. Stiles under the Company’s long-term incentive plan in February 2026. The awards would have an aggregate target value equal to approximately $6,000,000, comprised of 40% stock options (vesting 20% on each of the first five anniversary dates of the grant date) and 60% performance stock units (vesting on March 21 of the year following a three-year performance cycle, subject to the achievement of pre-established performance goals).
Letter Agreement with Mr. Crotty
Pursuant to the letter agreement establishing Mr. Crotty’s compensation in his new role, Mr. Crotty’s annualized base salary rate will increase to $700,000 effective January 1, 2026. Mr. Crotty’s bonus target will be 85% of his annual base salary determined based on the applicable plan terms. In addition, a recommendation will be made to the Compensation and Human Capital Committee of the Board of Directors of the Company to approve awards to Mr. Crotty under the Company’s long-term incentive plan in February 2026. The awards would have an aggregate target value equal to approximately $3,000,000, comprised of 40% stock options (vesting 20% on each of the first five anniversary dates of the grant date) and 60% performance stock units (vesting on March 21 of the year following a three-year performance cycle, subject to the achievement of pre-established performance goals).
The summary descriptions of the letter agreements with Mr. Stiles and Mr. Crotty contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by, and should be read in conjunction with, the complete text of such agreements that are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On December 4, 2025, the Company issued a press release announcing the transition described in Item 5.02 above, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 Letter Agreement, dated December 2, 2025, between Stryker Corporation and Spencer Stiles. | ||
| 10.2 Letter Agreement, dated December 2, 2025, between Stryker Corporation and Dylan Crotty. | ||
| 99.1 Press Release dated December 4, 2025. | ||
| 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STRYKER CORPORATION | ||||||
| (Registrant) | ||||||
| Dated: December 4, 2025 | By: | /s/ Tina S. French | ||||
| Name: Tina S. French | ||||||
| Title: Corporate Secretary | ||||||
FAQ
What executive leadership changes did Stryker (SYK) announce?
Stryker announced that Spencer Stiles, currently Group President, Orthopaedics, will become President and Chief Operating Officer effective January 1, 2026, and Dylan Crotty, currently President, Instruments, will become Group President, Orthopaedics on the same date.
What is the new compensation package for Stryker executive Spencer Stiles?
Effective January 1, 2026, Spencer Stiles will have an annual base salary of $1,000,000, a bonus target equal to 100% of base salary, and a recommended long-term incentive award with a target value of about $6,000,000, comprised of 40% stock options and 60% performance stock units.
What is the new compensation package for Stryker executive Dylan Crotty?
Dylan Crotty will have an annual base salary of $700,000 effective January 1, 2026, a bonus target of 85% of base salary, and a recommended long-term incentive award with a target value of about $3,000,000, also split 40% stock options and 60% performance stock units.
Do Spencer Stiles or Dylan Crotty have any related-party or family relationships at Stryker?
The company states there are no arrangements or understandings with any person under which Mr. Stiles or Mr. Crotty were selected, no family relationships with any director or executive officer, and they are not parties to any related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.
What long-term incentive structure will Stryker use for these executives?
For both executives, Stryker plans to recommend long-term incentive awards with target values of approximately $6,000,000 for Mr. Stiles and $3,000,000 for Mr. Crotty, each made up of 40% stock options that vest 20% annually over five years and 60% performance stock units that vest after a three-year performance cycle, subject to pre-established performance goals.
Did Stryker issue a press release about the management transition?
Yes. On December 4, 2025, Stryker issued a press release announcing the transition, furnished as Exhibit 99.1. The company specifies this information is furnished, not filed, for Exchange Act purposes and is not automatically incorporated by reference into other filings.
