Form 4: Zimmer Biomet Director Michael Farrell Acquires Phantom Stock Units Under Deferred Compensation Plan

Zimmer Biomet Holdings, Inc. Director Michael J. Farrell has acquired 466.469 phantom stock units as part of the company's non-employee director deferred compensation plan.

Summary

• Michael J. Farrell, a Director of Zimmer Biomet Holdings, Inc. (ZBH), acquired 466.469 phantom stock units.
• The transaction occurred on June 30, 2025, and was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-scheduled acquisition.
• 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 converts on a 1-for-1 basis to common stock.
• Following this acquisition, Michael J. Farrell beneficially owns a total of 16,894.007 phantom stock units.
• The units are to be settled in cash in a lump sum within sixty days after the cessation of Michael J. Farrell's service as a Director.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. This is a routine compensation-related transaction for a director, indicating continued alignment of interests with the company's performance, rather than a significant market-moving event.

Positives

• The acquisition of phantom stock units by a director aligns their financial interests with those of the shareholders, as the value of these units is tied to the company's common stock performance.
• The transaction is part of a pre-planned deferred compensation arrangement, indicating a structured and transparent approach to director remuneration.

Future Outlook

Phantom stock units are scheduled to be settled in cash in a lump sum within sixty days after the reporting person's cessation of service as a Director.

Industry Context

This filing is a routine disclosure of director compensation within the medical technology and orthopedic industry, reflecting standard practices for aligning executive and director interests with company performance.

Comparison to Industry Standards

• Deferred compensation plans involving phantom stock units are a common component of non-employee director compensation packages across various industries, including medical devices, to retain talent and align long-term interests.
• The structure of this plan, where units are settled in cash upon cessation of service, is consistent with typical deferred compensation arrangements for non-executive directors in publicly traded companies.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Michael J. Farrell, a Director, under the company's Deferred Compensation Plan for Non-Employee Directors, constitutes a related party transaction as it involves compensation provided by the company to a member of its board.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock units by a director reinforces alignment between the director's financial interests and shareholder value, as the units' value is tied to the company's stock performance.
• Directors: The deferred compensation plan provides a structured and long-term incentive for non-employee directors, contributing to their retention and commitment to the company.

Next Steps

• Settlement of the phantom stock units in cash within sixty days after Michael J. Farrell ceases service as a Director.

Key Dates

Keywords

Zimmer Biomet Holdings, ZBH, Michael J. Farrell, Phantom Stock Units, Deferred Compensation Plan, Director Compensation, SEC Form 4, Insider Transaction, Corporate Governance