ZIMMER BIOMET HOLDINGS, INC. ZBH

47% shingled-prose overlap between the two filings.

2025: 83,673 chars · 2026: 96,382 chars

• Committee Report:60% overlap (817 → 794 chars)
• Pay Ratio (Item 402(u)):30% overlap (4,325 → 4,313 chars)
• Say-on-Pay proposal:58% overlap (25,000 → 25,000 chars)

• new2025 NEOs
• changedThis CD&A describes the compensation of the following NEOs for 2025: 2024:
• changedNEO Title Ivan Tornos Chairman, President and Chief Executive Officer Suketu Upadhyay Chief Financial Officer and Executive Vice President – Finance, Operations and Supply Chain Kevin Thornal Group MarkBezjakPresident, Global Businesses and the Americas Jehanzeb Noor Senior Vice SangYiGroupPresident, Chief Strategy, Business Development, Innovation and Transformation Officer AsiaPacific(“APAC”)Wilfred van Zuilen Group President, Europe, Middle East and Africa (“EMEA”)
• changedOur 2025 2024Results and Executive Compensation
• newZimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health.
• newWe design, manufacture and market orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; craniomaxillofacial and thoracic products; surgical products; and a suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.
• newWe collaborate with healthcare professionals around the globe to advance the pace of innovation.
• newOur products and solutions help treat patients suffering from disorders of, or injuries to, bones, joints or supporting soft tissues.
• newOur mission is to alleviate pain and improve the quality of life for people around the world.
• newIn 2025, our net sales increased 7.2% over 2024, driven by a combination of our acquisition of Paragon 28, Inc. (“Paragon 28”) on April 21, 2025, market growth, new product introductions, and lower net sales in the prior year due to operational challenges fulfilling customer orders as a consequence of a new enterprise resource planning software system implementation.
• newIn addition, our net sales in 2025 experienced a positive effect of 0.8 percent from changes in foreign currency exchange rates.
• newWe also achieved several important business objectives during 2025, including:
• changed•acquiring •Workingtoward,andinearly2025,announcingadefinitiveagreementtoacquireParagon 28, Inc. (NYSE: FNA), a leading medical device company focused exclusively on the foot and ankle orthopedic segment, demonstrating Zimmer Biomet’s commitment to investing in higher growth end-markets with expansion into the ~$5 billion foot and ankle segment.
• new•acquiring Monogram Technologies (NASDAQ: MGRM), an AI-driven robotics company, to expand Zimmer Biomet’s robotics suite with semi- and fully autonomous solutions, creating the broadest, most flexible suite of orthopedic robotics and navigation technologies to meet surgeons’ needs.
• new•continuing our innovation journey by receiving regulatory authorization for several significant product launches, including:
• newoobtaining FDA 510(k) clearance of Persona® Revision SoluTion™ Femur;
• newolaunching two new foot and ankle solutions for complex trauma cases, continuing the track record of innovation from the Company’s Paragon 28 business; and
• newoobtaining Japan PMDA approval of iTaperloc® Complete and iG7 Hip System, the world’s first orthopedic implants with iodine technology.
• new•signing a strategic partnership with Getinge, a global medical technology company, where Zimmer Biomet will distribute Getinge’s Operating Room capital products to Ambulatory Surgery Center customers, creating a turnkey solution.
• new•launching the You’ll Be Back and This, You Can Do Campaigns with Chief Movement Officer Arnold Schwarzenegger, providing millions of people living with joint pain with an online community that empowers them with resources to make informed choices about their mobility and driving awareness of Zimmer Biomet’s Knee solutions in key U.S. markets.
• new•achieving recognition of our leading culture, including through being recognized as:
• newoone of the 2025 World’s Most Ethical Companies® by Ethisphere;
• newoone of America’s Best Mid-Size Companies in 2025 by TIME;
• newoa Great Place to Work® in Colombia, India, Ireland, Poland, Puerto Rico, Saudi Arabia, Switzerland and the United States; and
• newoone of the best 100 companies to work for in Europe by Fortune.
• newObjectives of Our Compensation Program
• newThe primary objective of Zimmer Biomet’s executive compensation program is to drive long-term shareholder value creation.
• newWe design our executive compensation program to reinforce our pay-for-performance philosophy and to compete for strong leadership talent.
• newWe emphasize performance-based compensation that appropriately rewards executives for delivering results that meet or exceed multiple pre-established goals over one-, two-, and three-year periods, with metrics and targets selected because they are directly linked to our strategic goals.
• newIn addition, our long-term incentive program rewards absolute stock price growth as well as constant currency revenue growth, adjusted earnings per share growth and relative and relative total shareholder return (“TSR”).
• newThe committee establishes performance measures and targets for our annual bonus program and annual equity grants by starting with Zimmer Biomet’s strategy and financial plan, its key strategic objectives and how success in those objectives is measured.
• newIn 2025, the company’s strategy to drive long-term, shareholder value creation through revenue growth, increasing operational efficiency, free cash flow generation and increasing our weighted average market growth rate through acquisitions, the committee determined that constant currency revenue growth, adjusted earnings growth, free cash flow generation and relative TSR were the appropriate measures for our incentive plans.
• newThe financial measures are all non-GAAP measures that management uses to facilitate its operational decision-making and provide key insights into the Company and management’s achievements, while relative TSR remains a critical measure of management performance.
• newAs discussed further below under “Shareholder Engagement and Response to the 2025 Say on Pay Vote,” the committee seeks shareholder feedback on executive compensation matters.
• newThroughout 2024, the committee continued its engagement with shareholders on a variety of topics, including incentive compensation performance measures and evaluated alternative incentive compensation performance measures, but ultimately decided to maintain the same incentive measures for our executive compensation program in 2025.
• newOur NEOs’ total direct compensation is heavily weighted toward variable compensation elements, meaning actual amounts earned and paid will vary as a result of company and individual performance, as well as business unit or geographic results where applicable.
• newAs executives assume greater responsibilities, more of their pay is contingent on company performance.
• changedWith respect to 2025, 91.8% 2024,91.6%of our CEO’s target total direct compensation at the time of grant was variable and tied to our annual and long-term performance, including stock price performance as to both his PRSUs and RSUs.
• new2025 Target Total Direct Compensation(1) NEO BaseSalary AnnualIncentive(2) PRSUs(2)(Grant Date Fair Value) RSUs(3)(Grant Date Fair Value) Ivan Tornos 8.2% 15.4% 38.2% 38.2% Suketu Upadhyay 15.0% 18.9% 33.1% 33.1% Kevin Thornal 6.5% 8.1% 42.7% 42.7% Jehanzeb Noor(4) 9.0% 9.6% 38.0% 28.8% Wilfred van Zuilen 21.4% 21.0% 28.8% 28.8%
• new(4)Included in Mr. Noor’s base salary amount are his 2025 actual salary of 683,000 and his one-time cash buyout award of $1,500,000.
• newMr. Noor’s PRSUs include his annual LTI award of $900,008, and one-time PRSU award of $2,000,042.
• newMr. Noor’s RSUs include his annual LTI award of $900,102, and one-time equity buyout award of $1,300,061.
• newFigures do not round to 100% due to the effects of the one-time sign on cash payment to Mr. Noor during 2025.
• new(1) Figures do not round to 100% due to the effects of the one-time sign on cash payment to Mr. Noor during 2025.
• changedSummary of Cash Payouts for 2025 2024
• changedThe below table sets forth our NEOs’ 2025 2024annual incentive plan payouts, as a percentage of the target opportunity and in terms of dollar amount.
• new2025 Annual Cash IncentivePlan Payout NEO (%) ($) Ivan Tornos 125.9 2,420,767 Suketu Upadhyay 125.9 1,141,636 Kevin Thornal 124.6 505,275 Jehanzeb Noor(1) 125.9 730,913 Wilfred van Zuilen(1) 110.7 730,333
• new(1)Messrs.
• changedNoor and (2)Mr.van Zuilen’s compensation is paid in Swiss francs and has been converted to U.S. Dollars for purposes of this table using the average exchange rate for 2025 2024of 1 CHF = 1.2034 1.1355USD (rounded).
• changedThe committee selected three financial measures by which to assess 2025 2024performance for purposes of the awards under the annual cash incentive plan.
• changedSummary of PRSU Payouts for 2023-2025 2022-2024Performance Period
• changedThe below table sets forth our NEOs’ payouts under the PRSUs granted in 2023 2022for the three-year performance period of 2023-2025, 2022-2024,as a percentage of the target opportunity and in terms of number of PRSUs.
• new2023-2025 PRSU Payout NEO (%) Number of PRSUs Ivan Tornos 79.6 24,436 Suketu Upadhyay 79.6 10,217 Kevin Thornal — — Jehanzeb Noor — — Wilfred van Zuilen 79.6 4,843
• newNew Executives and Their Compensation
• newNew Senior Vice President, Chief Strategy, Business Development, Innovation and Transformation Officer
• newMr. Noor joined the company as Senior Vice President, Chief Strategy, Business Development, Innovation and Transformation Officer in March 2025.
• newPrior to that, he served as President and Managing Director for Europe, Africa, and Asia at Trivium.
• newPrior to that, he was CEO of Smiths Medical, and before that held roles of increasing responsibility at Amcor, McKinsey (Partner), Ford Motor Company and Constellation Energy Commodities Group.
• newIn determining the new hire compensation package for Mr. Noor, the committee recognized the importance of attracting an experienced and innovative executive.
• newIn addition, the committee recognized that, in order to induce a proven executive to leave his or her current employer, new hire compensation packages often involve one-time awards that are larger than the annual incentive opportunities typically awarded to NEOs.
• newThe committee approved the following compensation arrangements with Mr. Noor as set forth in his Swiss employment agreement and described in further detail later in this CD&A:
• new•an initial base salary of $750,000 (using the average exchange rate for 2025 of 1 CHF = 1.2034 USD (rounded);
• new•a target annual cash incentive opportunity of 85% of his base salary earned in 2025;
• new•a one-time equity award of time-vested RSUs with an aggregate grant date fair value of approximately $1,300,000 intended to replace the value of unvested equity awards that Mr. Noor forfeited upon leaving Trivium to join Zimmer Biomet, which RSUs will vest ratably on the first three (3) anniversaries of the grant date;
• new•annual LTI awards with an aggregate grant date fair value of approximately $1,800,000, split 50% in RSUs and 50% in PRSUs;
• new•a one-time cash buyout award of $1,500,000 intended to replace the value of cash payments under Trivium’s long-term incentive plan, bonus plan and other awards that Mr. Noor forfeited upon leaving Trivium to join Zimmer Biomet;
• new•a one-time PRSU award with an aggregate grant date fair value of approximately $2,000,000 to incentivize Mr. Noor to achieve certain confidential financial performance goals, to be measured over three years; and
• new•a company car or car allowance, according to the company’s European Car Policy, at an estimated annual cost of $27,409 (using the average exchange rate for 2025 of 1 CHF = 1.2034 USD (rounded)).
• newAdditionally, Mr. Noor entered into a confidentiality, non-competition and non-solicitation agreement and a “double trigger” change in control severance agreement with us, is eligible to participate in our executive severance plan and various benefit plans on their terms as in effect from time to time, and is subject to stock ownership guidelines that require him to own shares with a value equal to at least two times his base salary.
• newNew Group President, Global Businesses and the Americas
• newMr. Thornal joined the company as Group President, Global Businesses and the Americas, effective July 1, 2025.
• newPrior to joining the company, Mr. Thornal served as President and Chief Executive Officer of Nevro Corp. from April 2023, and as a member of its Board of Directors from May 2023, until the completion of its acquisition by Globus Medical, Inc. in April 2025.
• newHe previously served as the Group President of Global Diagnostic Solutions at Hologic, Inc. from April 2022 to April 2023.
• newMr. Thornal served in several leadership positions with increasing levels of responsibility at Hologic from 2014 to April 2023.
• newPrior to Hologic, Mr. Thornal held several roles of increasing responsibility at Stryker Corp. from 2004 to 2014 in sales, marketing, and business development.
• newIn determining the new hire compensation package for Mr. Thornal, the committee recognized the importance of attracting an experienced healthcare executive, with the necessary experience to lead our salesforce transformation and other transformation efforts on a day-to-day basis.
• newThe committee approved the following compensation arrangements with Mr. Thornal as set forth in his offer letter and described in further detail later in this CD&A:
• new•an initial base salary of $850,000;
• new•a target annual cash incentive opportunity for 2025 of 100% of his base salary earned in 2025; and
• new•an annual grant upon hire with a target value of $5.3 million, split 50% in RSUs and 50% in PRSUs with the same vesting and performance conditions as the awards made to our other NEOs in February 2025, except that the RSUs’ vesting shall occur on the anniversaries of the date of grant.

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