STRYKER

Stryker Corp 2014 Proxy

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10 compensation programs in 2013 as discussed above and believe that our compensation practices do not create risks that are reasonably likely to have a material adverse effect on Stryker. The Compensation Committee considered the results of the advisory shareholder vote on executive compensation at our 2013 annual meeting of shareholders at which the executive compensation program for our NEOs as disclosed in the proxy statement for that meeting was approved by 96% of the votes cast. The Compensation Committee continues to believe that our executive compensation policies, practices and programs are appropriate and in light of the results of the advisory vote, believes our shareholders feel the same. Compensation Objectives We compete for executive talent in a highly competitive, global industry. We believe that our executive compensation program, which is a key component in our ability to attract and retain talented, qualified executives, should be designed to provide a meaningful level of total compensation that is aligned with organizational and individual performance and with the interests of our shareholders. The Compensation Committee believes that, consistent with the emphasis on rewarding executives for enhancing the Company's growth and profitability (as described more fully in "Why We Chose Particular Performance Metrics and Goals" on page 14), the Company's bonus plans should focus executives on a mix of financially-oriented as well as qualitative goals that reinforce a balance in achieving short- term and long-term goals and are aligned with shareholder returns over time. The bonus plans contain maximums on the payouts that can be earned in any year. The Company's long-term equity incentive compensation program likewise is intended to provide executives with a personal financial interest in the Company's long-term success (as described more fully in "Long-Term Incentive Compensation" beginning on page 18). The Compensation Committee believes that the Company's incentive programs balance risk and the potential reward to executives in a manner that is appropriate to the circumstances and in the best interests of the Company's shareholders over the long term. The principal objectives of our executive compensation policies and practices are to: • Attract, retain and motivate talented executives who drive our Company's success; • Structure compensation packages with a significant percentage of compensation earned as variable pay, based on performance, which balances risk with the potential reward; • Align incentives with measurable corporate, business area and individual performance, both financial and non-financial; • • Provide flexibility to adapt to changing business needs; • Align total compensation with shareholder value creation; and • Establish compensation program costs that are reasonable, affordable and appropriate. Executive Compensation Philosophy We have an Executive Compensation Philosophy that outlines the objectives of our compensation practices and serves as an ongoing reference for executive compensation decisions. The Philosophy specifies compensation elements, defines the purpose of each element and generally expresses the target positioning of compensation levels that we desire to achieve over time. However, since one of the objectives of our compensation programs is to provide flexibility to adapt to the changing business environment and individual considerations, we recognize that there will be variations from the Philosophy. In addition, changes to an individual NEO's compensation elements, for example to meet desired market positioning indicated in the Philosophy, may be phased in over multiple years. Each year we consider our NEO compensation in light of our Philosophy. Our Executive Compensation Philosophy is summarized in the following table. Each compensation element, along with an explanation of how we make decisions about that element, is described in detail under "2013 Compensation Elements" beginning on page 13.

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