Form 4: Zimmer Biomet Director Robert Hagemann Accrues Additional Phantom Stock Units

Zimmer Biomet Holdings, Inc. Director Robert Hagemann has accrued 370.431 phantom stock units valued at $91.11 per unit, increasing his beneficial ownership to 30,848.064 units.

Summary

• Robert Hagemann, a Director of Zimmer Biomet Holdings, Inc. (ZBH), acquired 370.431 phantom stock units.
• The transaction occurred on June 30, 2025.
• Each phantom stock unit was valued at $91.11.
• These units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.
• Following this acquisition, Hagemann's total beneficial ownership of phantom stock units is 30,848.064.
• The phantom stock units convert on a 1-for-1 basis to common stock equivalents.
• Units are to be settled in cash in five annual installments, commencing within sixty days after the end of the calendar year in which Hagemann's service as a Director ceases.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director is generally a positive signal, as it aligns the director's financial interests with the long-term performance of the company's stock. It is a routine compensation event, not indicative of extraordinary news, hence a moderately positive score.

Positives

• The acquisition of additional phantom stock units by a director aligns their interests with those of shareholders, as the value of these units is tied to the company's stock performance.
• The transaction is part of a structured deferred compensation plan, indicating a standard and transparent compensation mechanism for non-employee directors.

Risks

• The ultimate cash settlement value of the phantom stock units is subject to market fluctuations of Zimmer Biomet Holdings, Inc. shares, as their value is tied to the company's common stock.

Future Outlook

The document details a past transaction and the terms of future cash settlement for phantom stock units upon cessation of service, but does not provide broader forward-looking statements or guidance on company performance or strategy.

Industry Context

This transaction represents a routine compensation event for a non-employee director within the medical technology industry. Deferred compensation plans involving phantom stock or similar equity-linked instruments are common practices across various industries, including healthcare, to align director incentives with long-term shareholder value.

Comparison to Industry Standards

• The use of phantom stock units as part of non-employee director compensation is a common practice across publicly traded companies, including those in the medical device and healthcare sectors. This mechanism allows directors to participate in the company's stock performance without direct share ownership, often for tax or administrative efficiency.
• The 1-for-1 conversion to common stock equivalents is standard for phantom stock units.
• The settlement in cash over multiple annual installments upon cessation of service is also a typical feature of such deferred compensation plans, providing a structured payout.
• Specific comparable companies or projects are not mentioned in the document, but similar compensation structures can be observed at peers like Stryker Corporation (SYK) or Medtronic plc (MDT) for their non-employee directors.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Robert Hagemann, a Director of Zimmer Biomet Holdings, Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: The transaction aligns the director's interests with shareholders, as the value of the phantom units is tied to the company's stock performance, potentially encouraging decisions that enhance shareholder value.

Next Steps

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

Key Dates

Recommendation

Keywords

Zimmer Biomet Holdings Inc., ZBH, SEC Form 4, Insider Trading, Phantom Stock Units, Director Compensation, Deferred Compensation Plan, Robert Hagemann, Beneficial Ownership, Equity Compensation