Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

On May 16, 2022, Zimmer Biomet Holdings, Inc. ("Zimmer Biomet" or the "Company") announced that Paul Stellato has been appointed Vice President, Controller and Chief Accounting Officer of the Company. In this position, Mr. Stellato will serve as the Company's principal accounting officer. Derek Davis, who served as the Company's Interim Controller and Chief Accounting Officer and had assumed the responsibilities of the Company's principal accounting officer during the search process that led to Mr. Stellato's hiring, will continue in his role as the Company's Vice President, Finance Integration.

Mr. Stellato, age 47, joins Zimmer Biomet from Xylem Inc. ("Xylem"), a global provider of water technology products and services, where he served as Vice President Finance, Global Business Services from March 2019 through April 2022. He joined Xylem upon its spinoff from ITT Corporation ("ITT") in October 2011 and served as Xylem's Vice President Finance, Financial Planning and Analysis through August 2017. He was promoted to Vice President, Controller and Chief Accounting Officer in August 2017 after serving as Interim Corporate Controller starting in August 2016, and became Vice President Finance, Global Business Services in March 2019. Prior to Xylem's spinoff from ITT in October 2011, Mr. Stellato served with ITT beginning in May 2003, having served most recently as ITT's General Auditor and prior to that, as Manager - Investor Relations. He began his career in public accounting with Ernst & Young LLP and Arthur Andersen LLP and is a certified public accountant.

Mr. Stellato's employment with Zimmer Biomet will be on an at-will basis. In connection with his appointment, on April 8, 2022, Mr. Stellato accepted a written offer letter from the Company that provides for the following compensation:



  •   an initial annualized base salary of $375,000;



     •    eligibility for an annual incentive payout under the Company's Executive
          Performance Incentive Plan for 2022 based on a target bonus opportunity
          of 60% of base salary (to be prorated for a partial year of service in
          2022), subject to the attainment of pre-established performance goals;



     •    a sign-on bonus of $100,000 intended to replace the estimated bonus that
          Mr. Stellato will forfeit upon leaving his current employer to join
          Zimmer Biomet; Mr. Stellato must repay to Zimmer Biomet the entire amount
          of this sign-on bonus if he voluntarily leaves employment or if his
          employment is terminated for cause within two years of the date the bonus
          is paid to him;



     •    eligibility for a long-term incentive plan award in 2023 under the
          Company's 2009 Stock Incentive Plan (the "2009 Plan") with a grant date
          fair value of approximately $400,000;



     •    a sign-on equity award under the 2009 Plan with a grant date fair value
          of approximately $440,000 intended to replace the value of equity awards
          that Mr. Stellato will forfeit upon leaving his current employer to join
          Zimmer Biomet; this award will be in the form of 50% stock options and
          50% restricted stock units ("RSUs") and will vest ratably on the first,
          second and third anniversaries of the grant date, which will be June 1,
          2022, subject to continued employment;



     •    severance benefits upon a change in control of the Company and an
          involuntary termination of Mr. Stellato's employment without cause or a
          termination by him with good reason pursuant to a change in control
          severance agreement to be entered into between Mr. Stellato and the
          Company in the form filed as Exhibit 10.11 to the Company's Annual Report
          on Form 10-K filed February 26, 2019, which is incorporated herein by
          reference as Exhibit 10.2; a summary of the agreement is included in the
          Company's Proxy Statement filed March 29, 2022 under "Executive
          Compensation - Potential Payments upon Termination of Employment - Change
          in Control Arrangements"; and

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     •    severance benefits in the event of involuntary termination without cause
          as a participant under the Restated Zimmer Biomet Holdings, Inc.
          Executive Severance Plan, which was filed as Exhibit 10.1 to the
          Company's Quarterly Report on Form 10-Q filed August 6, 2018 and is
          incorporated herein by reference as Exhibit 10.3; a summary of the plan
          is included in the Company's Proxy Statement filed March 29, 2022 under
          "Executive Compensation - Potential Payments upon Termination of
          Employment - Executive Severance Plan."

The foregoing summary of the offer letter is qualified in its entirety by reference to the full text of the offer letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. As a condition of receipt of the above-described equity awards, Mr. Stellato entered into a Confidentiality, Non-Competition and Non-Solicitation Agreement ("Non-Competition Agreement"), the form of which is filed as Exhibit 10.4 hereto and incorporated herein by reference; a summary of the agreement is included in the Company's Proxy Statement filed March 29, 2022 under "Executive Compensation - Potential Payments upon Termination of Employment - Non-Compete Arrangements." Mr. Stellato will also enter into an Indemnification Agreement with the Company, the form of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 31, 2008 and is incorporated herein by reference as Exhibit 10.5.

Mr. Stellato will also be entitled to participate in the same compensation and benefit arrangements available to other officers of Zimmer Biomet. Information regarding such arrangements is included in the definitive proxy statement relating to the Company's 2022 annual meeting of shareholders filed with the Securities and Exchange Commission on March 29, 2022.

There are no arrangements or understandings between Mr. Stellato and any other persons pursuant to which he was selected as an officer of the Company. He has no family relationships with any of the Company's directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on May 16, 2022 announcing the leadership transition described in Item 5.02 above, which is furnished as Exhibit 99.1 to this report.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

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