Form 4: Zimmer Biomet Director Arthur J. Higgins Reports Acquisition of Phantom Stock Units

Zimmer Biomet Holdings, Inc. Director Arthur J. Higgins reported the acquisition of 301.833 phantom stock units as part of his deferred compensation plan, increasing his beneficial ownership of derivative securities to 35,206.217.

Summary

• Arthur J. Higgins, a Director of Zimmer Biomet Holdings, Inc. (ZBH), reported a transaction involving the acquisition of derivative securities.
• The transaction, dated June 30, 2025, involved the acquisition of 301.833 phantom stock units.
• These phantom stock units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.
• Each phantom stock unit has a conversion or exercise price of $91.11 and represents one share of common stock.
• Following this reported transaction, Arthur J. Higgins beneficially owns a total of 35,206.217 derivative securities.
• The units are scheduled to be settled in cash in ten annual installments, commencing within sixty days after the end of the calendar year in which the reporting person's service as a Director ceases.

Sentiment

Score: 5

Explanation: Neutral. This is a routine insider transaction related to director compensation and does not reflect positive or negative operational performance or strategic shifts for the company.

Positives

• The acquisition of phantom stock units indicates a director's continued participation in the company's deferred compensation plan, aligning their interests with the company's long-term performance.
• The deferred compensation plan provides a structured mechanism for director remuneration.

Future Outlook

Phantom stock units are to be settled in cash in ten annual installments, commencing within sixty days after the end of the calendar year in which the reporting person's service as a Director ceases.

Industry Context

This Form 4 filing represents a routine insider transaction related to director compensation. The use of phantom stock units and deferred compensation plans is a common practice across various industries for non-employee directors, aiming to align their long-term interests with shareholder value without immediate equity issuance.

Comparison to Industry Standards

• The use of phantom stock units as a component of non-employee director compensation is a standard practice in many publicly traded companies, including those in the medical technology and healthcare sectors.
• Deferred compensation plans, such as the one utilized by Zimmer Biomet, are widely adopted to provide tax-efficient and long-term incentive structures for directors, comparable to practices at companies like Stryker Corporation or Medtronic plc, which also offer various forms of equity-based or deferred compensation to their non-executive board members.

Corporate Governance

Related Party Transactions

• Acquisition of 301.833 phantom stock units by Arthur J. Higgins, a Director, as part of the company's Deferred Compensation Plan for Non-Employee Directors.

Stakeholder Impact

• Shareholders: The transaction is a routine compensation event and does not directly impact current share value, though it represents a future cash obligation for the company upon settlement.
• Director (Arthur J. Higgins): The transaction increases his deferred compensation holdings, aligning his financial interests with the company's long-term performance.

Next Steps

• Settlement of the phantom stock units in cash, in ten annual installments, will commence within sixty days after the end of the calendar year in which Arthur J. Higgins's service as a Director ceases.

Key Dates

Keywords

Zimmer Biomet, ZBH, SEC Form 4, Insider Transaction, Phantom Stock Units, Deferred Compensation, Director Compensation, Arthur J. Higgins