Form 4: Zimmer Biomet Director Michael J. Farrell Reports Acquisition of Phantom Stock and Restricted Stock Units

Zimmer Biomet Holdings, Inc. Director Michael J. Farrell reported the acquisition of 810.46 phantom stock units and 1,404.798 restricted stock units as part of his compensation.

Summary

• Michael J. Farrell, a Director at Zimmer Biomet Holdings, Inc. (ZBH), filed a Form 4 to report changes in his beneficial ownership.
• On May 29, 2025, Mr. Farrell acquired 810.46 phantom stock units under the Company's Deferred Compensation Plan for Non-Employee Directors.
• These phantom stock units were valued at $92.54 per unit and are to be settled in shares of Company common stock within sixty days after his service as a Director ceases.
• The reported phantom stock units beneficially owned after this transaction totaled 16,427.538, which includes 36.578 units accrued on April 30, 2025, from dividend reinvestment.
• Additionally, on May 29, 2025, Mr. Farrell acquired 1,404.798 Restricted Stock Units (RSUs).
• These RSUs are immediately 100% vested but are subject to mandatory deferral until the later of his termination of service as a Director or three years after the grant date.
• The total number of Restricted Stock Units beneficially owned after this transaction is 12,239.726, which includes units granted in prior years with different deferral periods.

Sentiment

Score: 5

Explanation: The document is neutral in sentiment, reporting a routine insider transaction related to director compensation. It does not contain information that would significantly alter the perception of the company's financial health or operational performance.

Positives

• The acquisition of phantom stock units and restricted stock units aligns the director's interests with those of the shareholders, as the value of these units is tied to the company's stock performance.
• The immediate vesting of the Restricted Stock Units provides a clear benefit to the director, although settlement is deferred.

Future Outlook

The acquired phantom stock units are expected to be settled in common stock within sixty days after the reporting person's cessation of service as a Director. The Restricted Stock Units, while immediately vested, are subject to mandatory deferral until the later of the reporting person's termination of service as a Director or three years after the grant date.

Industry Context

This filing represents a routine compensation event for a non-employee director at a publicly traded company in the medical technology industry. Equity-based compensation, such as phantom stock and restricted stock units, is a common practice across industries to incentivize and align the interests of directors and executives with long-term shareholder value.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units and restricted stock units by Michael J. Farrell, a Director, from Zimmer Biomet Holdings, Inc. constitutes a related party transaction, typical for director compensation.

Stakeholder Impact

• Shareholders: The equity grants align the director's financial interests with shareholder value, potentially encouraging decisions that benefit long-term stock performance.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• Settlement of phantom stock units in common stock within sixty days after Michael J. Farrell ceases service as a Director.
• Settlement of Restricted Stock Units upon the later of Michael J. Farrell's termination of service as a Director or three years after the grant date.

Key Dates

Keywords

Zimmer Biomet Holdings, ZBH, SEC Form 4, Insider Transaction, Director Compensation, Phantom Stock Units, Restricted Stock Units, Equity Compensation, Corporate Governance