STRYKER

2017 Proxy Statement

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13 The Compensation Committee reviewed and approved the 2016 cash compensation levels for the other NEOs, which are discussed below, after receiving recommendations from Mr. Lobo and our Vice President, Chief Human Resources Officer. These levels reflected subjective evaluations and decisions based on the scope of each NEO's responsibilities in his current role, the level of performance in 2015 of the business areas for which he was responsible and his time and proficiency in the job. The annualized base salary amounts were effective as of March 1, 2016, unless otherwise noted. • Mr. Boehnlein's 2016 annualized salary was set at $550,000 and his 2016 target bonus opportunity was set at $378,488 upon his promotion to Vice President, Chief Financial Officer on April 1, 2016. • Mr. Scannell's 2016 annualized salary was set at $615,000, a 4.8% increase over 2015, and his 2016 target bonus opportunity was increased to $492,000, a 4.8% increase over 2015. The 2016 increases for Mr. Scannell reflect his leadership efforts and the performance of the business areas for which he was responsible. • Mr. Floyd's 2016 annualized salary was set at $580,000, a 5.5% increase over 2015, and his 2016 target bonus opportunity was increased to $464,000, a 5.5% increase over 2015. The 2016 increases for Mr. Floyd reflect recognition of the fact that his target cash compensation was below the median of similar positions in the 2015 benchmarking study as well as his leadership efforts and performance of the business areas for which he was responsible. • Mr. Carpenter's 2016 annualized salary was set at $500,000, a 3.1% increase over 2015, and his 2016 target bonus opportunity was increased to $400,000, a 10.0% increase over 2015. The 2016 increases for Mr. Carpenter reflect his leadership efforts and the performance of the business areas for which he was responsible and, related to the target bonus amount, to align the target bonus opportunity, as a percent of salary, with the other Group President positions. In addition, stock options and performance stock units were awarded to all of the NEOs, other than Mr. Jellison, in February 2016. See "Long-Term Incentive Compensation" beginning on page 18. 2016 Compensation Elements Each of the compensation elements and its purpose is described below. Base Salary: Base salary is provided to our NEOs to compensate them for the basic value of their job, their time and proficiency in the position and the value of their job relative to other positions in the Company. We review each NEO's salary and performance annually and make decisions about amounts and adjustments. Factors that are considered in determining the executive's salary include performance, job experience, individual role responsibilities, comparisons among positions internally and market comparison data. Base salary levels for 2016 were approved by the Compensation Committee or, in the case of Mr. Lobo, the independent members of the Board. Annual Bonus: The individually structured short-term bonus plans are intended to motivate and reward our NEOs, other than Mr. Jellison, for achieving and exceeding specific annual performance goals. For Mr. Lobo, Mr. Boehnlein and Mr. Carpenter the primary focus of the 2016 bonus goals was total Stryker performance. In the case of Mr. Scannell and Mr. Floyd, the main focus was on performance of the groups for which they were responsible, with consolidated adjusted operating income and specified qualitative measures being additional factors. Since 2007, our Executive Bonus Plan has had a recoupment provision that is applicable under certain circumstances involving a restatement of our financial statements. See "Recoupment Policy" on page 22 for information regarding our recoupment policy that applies to all cash and equity incentive payments made pursuant to awards granted to elected corporate officers after 2014. For 2016, each NEO's bonus plan designated a threshold level of performance for each measure that had to be achieved before any bonus could begin to be earned for that measure. Each 2016 bonus plan included an opportunity to earn an overachievement bonus of up to an additional 100% of target bonus, which is included in the "Maximum Bonus Opportunity" column in the following table, if 2016 goals for constant currency sales, adjusted operating income and diluted net earnings per share were achieved. Constant currency sales is a non-GAAP financial measure that we use to measure sales excluding the impact of changes in foreign currency exchange rates that affect the comparability and trend of sales. Constant currency sales is calculated by translating the actual results at the foreign currency exchange rates that were used when establishing the target amounts at the beginning of the year. When calculating payouts related to constant currency sales and adjusted operating income, the impact of acquisitions that occur during the year is typically excluded as values related to potential acquisitions are not included in the bonus targets established early in the year. In addition, in the case of the constant currency sales goal, the business unit (consolidated in the case of Mr. Lobo, Mr. Boehnlein and Mr. Carpenter and the respective group for Mr. Scannell and Mr. Floyd) for which each NEO was responsible must have achieved 95% of its adjusted operating income goal before any payout could occur. In the case of the diluted net earnings per share goal used in each NEO's bonus plan, 95% of adjusted consolidated operating income, which is also a non-GAAP financial measure, must have been achieved before any payout could occur. The individual NEO bonus plans are discussed in detail under "2016 Bonus Plans" beginning on page 15. The following table provides the target bonus, maximum potential bonus reflecting the overachievement award opportunity discussed above, actual bonus payment and actual payment as a percentage of target for each NEO, other than Mr. Jellison, in 2016: Name Target Bonus ($) Maximum Bonus Opportunity ($) Actual Bonus Payment ($) Payment as Percentage of Target Kevin A. Lobo 1,589,000 3,178,000 2,276,723 143% Glenn S. Boehnlein (1) 378,488 756,976 542,299 143% Timothy J. Scannell 492,000 984,000 769,827 156% David K. Floyd 464,000 928,000 600,595 129% Lonny J. Carpenter 400,000 800,000 573,121 143% _____________ (1) Reflects prorated amounts as a result of April 1, 2016 promotion. Under our Executive Bonus Plan, the Board and Compensation Committee may make adjustments to final bonus determinations within the framework of the maximum bonuses that can be awarded under the terms of the Executive Bonus Plan. The 2016 bonus payment

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