STRYKER

2017 Proxy Statement

Issue link: http://catalog.e-digitaleditions.com/i/801297

Contents of this Issue

Navigation

Page 22 of 69

19 to a comparison group. We believe our investors monitor these measures in evaluating our performance and making investment decisions regarding Stryker stock. As discussed below and as it did for the performance stock units granted in 2013 (the "2013 PSUs"), the Committee adjusted the calculation of average sales growth for distortions caused by significant acquisitions and divestitures involving companies in the comparison group. The 2014 PSUs will vest and be settled in Common Stock, along with any dividend equivalents associated with the vested 2014 PSUs, on March 21, 2017. The following is the comparison group of 16 companies used to determine the relative sales growth performance for the 2014 PSUs: Abbott Laboratories General Electric (Healthcare Segment) Nuvasive, Inc. Baxter International Inc. Hill-Rom Holdings, Inc. Smith & Nephew plc Becton, Dickinson and Company Integra LifeSciences Holdings Corporation Thermo Fisher Scientific Inc. Boston Scientific Corporation Intuitive Surgical, Inc. Zimmer Biomet Holdings, Inc. Conmed Corporation Johnson & Johnson C.R. Bard, Inc. Medtronic plc The foregoing companies were selected as they were identified at the time the 2014 PSUs were granted as competitors in the medical technology industry with which we compete for market share and/or executive talent. ArthroCare Corporation, Biomet, Inc., CareFusion Corporation, Covidien plc and St. Jude Medical, Inc., which were originally included in the comparison group when the 2014 PSUs were granted, were not included in the performance calculation because those companies were acquired and did not report sales growth data for the entire performance period. In addition, as shown in the table below, seven of the comparison companies completed one or more individual acquisitions or divestitures that had a 10% or greater impact on sales growth, as measured on an annualized basis, in one or more of the years during the performance period. Comparison Company Entity Acquired or Divested Baxter International Inc. Gambro AB (2013 acquisition) (1) ; Baxalta Incorporated (2015 divestiture) Becton, Dickinson and Company CareFusion Corporation (2015 acquisition) Hill-Rom Holdings, Inc. Trumpf Medical (2014 acquisition); Welch Allyn, Inc. (2015 acquisition) Integra LifeSciences Holdings Corporation SeaSpine Holdings Corporation (2015 divestiture) Medtronic plc Covidien plc (2015 acquisition) Thermo Fisher Scientific Inc. Life Technologies Corporation (2014 acquisition) Zimmer Biomet Holdings, Inc. Biomet, Inc. (2015 acquisition) ______________ (1) Although the performance period is 2014-2016, the sales value for 2013 is used when calculating the sales growth percentage for 2014. In the Committee's determination this overstated (in the case of acquisitions) or understated (in the case of divestitures) the average sales growth for such companies relative to the Company during the performance period. This level of acquisition and divestiture activity within the 2014 PSU comparison group, which was part of a significant increase in the consolidation of companies in the broader medical technology industry, was not envisioned at the time the 2014 PSUs were granted. As it did under similar circumstances in 2016 with respect to the 2013 PSUs, in order to address these distortions, the Committee, based on publicly-available data, adjusted the average sales growth for the effect of such individual acquisitions or divestitures. Stryker did not have an individual acquisition or divestiture that impacted sales growth in any year during the performance period by more than 10% on an annualized basis, but if it did, the Committee would have adjusted Stryker's three-year average sales growth in the same manner. The following table displays the actual (as reported) and the adjusted (used in the performance calculation) three-year average sales growth for Stryker and the seven comparison companies that completed one or more individual acquisitions or divestitures that had a 10% or greater impact on sales growth, as measured on an annualized basis, in one or more of the years during the performance period: As Reported Sales Growth Adjusted Sales Growth Company Year 1 Year 2 Year 3 3-Year Average Relative Rank (1) Year 1 Year 2 Year 3 3-Year Average Relative Rank (1) Integra LifeSciences Holdings Corp 11.0% (4.9)% 12.4% 6.2% 10 14.3% 10.8% 12.4% 12.5% 1 Medtronic plc 3.6% 49.4% 11.8% 21.6% 1 3.6% 4.7% 1.7% 3.3% 7 Thermo Fisher Scientific Inc. 29.0% 0.4% 7.7% 12.4% 5 2.0% (1.2)% 7.7% 2.8% 8 Hill-Rom Holdings, Inc. 4.6% 24.3% 20.5% 16.4% 3 4.6% 1.1% 0.0% 1.9% 10 Becton, Dickinson and Company 3.8% 32.2% 10.7% 15.6% 4 3.8% (3.3)% 0.3% 0.3% 12 Baxter International Inc. 9.3% (40.2)% 2.0% (9.7)% 17 5.6% (7.0)% 2.0% 0.2% 14 Zimmer Biomet Holdings, Inc. 1.1% 28.3% 28.1% 19.2% 2 1.1% (5.6)% 2.2% (0.8)% 16 Stryker Corporation 7.2% 2.8% 13.9% 8.0% 7 7.2% 2.8% 13.9% 8.0% 3 ______________ (1) Ranking is out of 17 companies (including Stryker Corporation). As a result of the adjustments to the calculation of three-year average sales growth, Stryker's ranking increased to the 88th percentile of the comparison group versus the 63rd percentile, which resulted in the total 2014 PSUs earned increasing to 149% of target from 105% of target. The adjustments resulted in an incremental fair value related to the 2014 PSUs for Mr. Lobo, Mr. Scannell, Mr. Floyd, Mr. Carpenter

Articles in this issue

view archives of STRYKER - 2017 Proxy Statement