Form 4: Zimmer Biomet Director Receives Equity Compensation Through Phantom Stock and Restricted Stock Units

Betsy J. Bernard, a Director at Zimmer Biomet Holdings, Inc., acquired phantom stock units and restricted stock units on May 29, 2025, as part of her compensation.

Summary

• Betsy J. Bernard, a Director of Zimmer Biomet Holdings, Inc. (ZBH), acquired 810.46 phantom stock units on May 29, 2025.
• These phantom stock units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors, with a conversion price of $92.54 per unit.
• The phantom stock units are to be settled in shares of Company common stock within sixty days after the reporting person's cessation of service as a Director.
• The total beneficial ownership of phantom stock units following this transaction is 20,485.689, which includes 46.082 units accrued on April 30, 2025, from dividend reinvestment.
• Additionally, Ms. Bernard acquired 1,404.798 Restricted Stock Units (RSUs) on May 29, 2025.
• These RSUs are immediately 100% vested but 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.
• The total beneficial ownership of Restricted Stock Units following this transaction is 22,988.726, which includes units granted in prior years subject to different deferral periods.

Sentiment

Score: 6

Explanation: The filing reports routine equity compensation grants to a director, which is a standard practice and aligns director interests with shareholders, indicating normal corporate operations without significant positive or negative implications beyond standard compensation.

Positives

• The acquisition of equity compensation aligns the director's financial interests with those of the company's shareholders, promoting long-term value creation.
• The grants are part of a structured deferred compensation plan for non-employee directors, indicating a standard and transparent compensation framework.

Negatives

• The future settlement of these units into common stock will result in a minor dilution of existing shares, though this is a standard aspect of equity compensation plans.

Future Outlook

The acquired phantom stock units are expected to be settled in shares of Zimmer Biomet 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 director's termination of service or three years after the grant date.

Industry Context

This Form 4 filing is a routine disclosure of equity compensation for a non-employee director, common practice across publicly traded companies in the medical technology and healthcare industry to attract and retain qualified board members and align their interests with long-term shareholder value.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units and restricted stock units by a director constitutes a related party transaction, as it involves compensation provided by the company to an insider.

Stakeholder Impact

• Shareholders: Potential minor future dilution from the issuance of shares upon settlement of the units, but also benefit from the alignment of the director's interests with long-term company performance.
• Director (Betsy J. Bernard): Receives equity-based compensation, which forms a significant part of her remuneration for board service.

Next Steps

• Settlement of phantom stock units into common stock within sixty days after the director's cessation of service.
• Settlement of Restricted Stock Units upon the later of the director's termination of service or three years after the grant date.

Key Dates

Keywords

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