XML 52 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

4 Months Ended

8 Months Ended

12 Months Ended

16 Months Ended

Dec. 31, 2023

Aug. 22, 2023

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2024

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

The following table reports the compensation of our Principal Executive Officers (“PEOs”) and the average compensation of the other NEOs (the “Non-PEO NEOs”) as reported in the Summary Compensation Table for the past five fiscal years, as well as their “compensation actually paid” (“CAP”) as calculated pursuant to rules adopted by the SEC. CAP amounts for purposes of the tabular disclosure and the following graphs were calculated in accordance with Item 402(v) of Regulation S-K and do not necessarily represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. The Compensation and Management Development Committee does not use CAP as the basis for making its compensation decisions. For information concerning the Compensation and Management Development Committee’s compensation philosophy and how the Compensation and Management Development Committee aligns executive compensation with financial performance, refer to the CD&A section of this proxy statement.


							Value of Initial Fixed $100 Investment Based On:			Company Selected Measure(6)
Year(1)	Summary Compensation Table Total for Former PEO	Compensation Actually Paid to Former PEO(2)	Summary Compensation Table Total for Current PEO	Compensation Actually Paid to Current PEO(2)	Average Summary Compensation Table Total for Non-PEO NEOs	Average Compensation Actually Paid to Non-PEO NEOs(3)	Total Shareholder Return	Peer Group Total Shareholder Return(4)	Net Income (Loss)($ in millions)(5)	Consolidated Constant Currency Revenue ($ in millions)
(a)	(b)	(c)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2024	$—	$—	$14,992,868	$9,243,893	$3,891,080	$1,952,378	$75.61	$137.81	$903.8	$7,689
2023	$12,761,312	$(19,161,122)	$10,191,476	$10,289,429	$5,015,400	$5,056,791	$86.38	$124.22	$1,024.0	$7,353
2022	$16,449,105	$20,502,180	$—	$—	$4,689,197	$5,650,800	$89.80	$113.92	$231.4	$7,160
2021	$14,983,532	$(1,094,956)	$—	$—	$4,235,857	$1,320,366	$86.09	$140.40	$401.6	$7,809
2020	$13,031,701	$7,354,725	$—	$—	$3,437,316	$3,191,439	$103.76	$117.63	$(138.9)	$6,964

(1)

The current PEO is Mr. Tornos, who began serving as PEO on August 22, 2023, and the former PEO is Bryan Hanson, who served as PEO for each of 2020, 2021 and 2022, and for 2023 until August 22, 2023. The Non-PEO NEOs for the applicable years were as follows:

2024: Messrs. Upadhyay, Bezjak, Yi and van Zuilen.

2023: Messrs. Upadhyay, Yi, van Zuilen and Phipps.

2022: Messrs. Upadhyay, Tornos, Yi and Phipps.

2021: Messrs. Upadhyay, Tornos, Yi and van Zuilen.

2020: Messrs. Upadhyay, Tornos and Yi and Didier Deltort, former President, EMEA.

(2)

The Summary Compensation Table total reported for the PEO for 2024 was subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate CAP:


Year		2024
Summary Compensation Table Total		$14,992,868
Summary Compensation Table Stock Awards and Option Awards		$(11,750,148)
Summary Compensation Table Change in Pension Value		$—
Year End Fair Value of Equity Awards Granted in the Covered Year		$8,643,796
Change in Fair Value at End of Covered Year from End of Prior Year of Equity Awards Granted in Prior Yeats that were Unvested at End of Covered Year		$(2,808,232)
Change in Fair Value at Vesting Date from End of Prior Year of Equity Awards Granted in Prior Years that Vested in the Covered Year		$165,610
Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		$—
Pension Service Costs		$—
Compensation Actually Paid		$9,243,893

(3)

The Average Summary Compensation Table total reported for the Non-PEO NEOs for 2024 was subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate Average CAP:


Year		2024
Summary Compensation Table Total		$3,891,080
Summary Compensation Table Stock Awards and Option Awards		$(2,350,117)
Summary Compensation Table Change in Pension Value		$(52,268)
Year End Fair Value of Equity Awards Granted in the Covered Year		$1,728,828
Change in Fair Value at End of Covered Year from End of Prior Year of Equity Awards Granted in Prior Yeats that were Unvested at End of Covered Year		$(1,160,424)
Change in Fair Value at Vesting Date from End of Prior Year of Equity Awards Granted in Prior Years that Vested in the Covered Year		$(175,267)
Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		$—
Pension Service Costs		$70,545
Compensation Actually Paid		$1,952,378

(4)

Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer group referenced for purposes of the TSR comparison is the group of companies included in the S&P 500 Health Care Equipment Index, which is the industry index we used for purposes of Item 201(e) of Regulation S-K.

(5)

Net Income (Loss) reflects the Net Earnings (Loss) of Zimmer Biomet Holdings, Inc., inclusive of results from those discontinued operations relating to the spinoff of ZimVie Inc. on March 1, 2022.

(6)

The company has identified consolidated constant currency revenue from the tabular list of 2024 Most Important Measures below as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link CAP to the PEO and the Non-PEO NEOs in 2024 to the company’s performance. See Appendix A in this proxy statement for a reconciliation of consolidated constant currency revenue, a non-GAAP measure, to the most directly comparable GAAP measure.

Company Selected Measure Name

consolidated constant currency revenue

Named Executive Officers, Footnote

(1)

2024: Messrs. Upadhyay, Bezjak, Yi and van Zuilen.

2023: Messrs. Upadhyay, Yi, van Zuilen and Phipps.

2022: Messrs. Upadhyay, Tornos, Yi and Phipps.

2021: Messrs. Upadhyay, Tornos, Yi and van Zuilen.

2020: Messrs. Upadhyay, Tornos and Yi and Didier Deltort, former President, EMEA.

Peer Group Issuers, Footnote

Adjustment To PEO Compensation, Footnote

(2)

The Summary Compensation Table total reported for the PEO for 2024 was subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate CAP:


Year		2024
Summary Compensation Table Total		$14,992,868
Summary Compensation Table Stock Awards and Option Awards		$(11,750,148)
Summary Compensation Table Change in Pension Value		$—
Year End Fair Value of Equity Awards Granted in the Covered Year		$8,643,796
Change in Fair Value at End of Covered Year from End of Prior Year of Equity Awards Granted in Prior Yeats that were Unvested at End of Covered Year		$(2,808,232)
Change in Fair Value at Vesting Date from End of Prior Year of Equity Awards Granted in Prior Years that Vested in the Covered Year		$165,610
Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		$—
Pension Service Costs		$—
Compensation Actually Paid		$9,243,893

Non-PEO NEO Average Total Compensation Amount

$ 3,891,080

$ 5,015,400

$ 4,689,197

$ 4,235,857

$ 3,437,316

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,952,378

5,056,791

5,650,800

1,320,366

3,191,439

Adjustment to Non-PEO NEO Compensation Footnote

(3)

The Average Summary Compensation Table total reported for the Non-PEO NEOs for 2024 was subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate Average CAP:


Year		2024
Summary Compensation Table Total		$3,891,080
Summary Compensation Table Stock Awards and Option Awards		$(2,350,117)
Summary Compensation Table Change in Pension Value		$(52,268)
Year End Fair Value of Equity Awards Granted in the Covered Year		$1,728,828
Change in Fair Value at End of Covered Year from End of Prior Year of Equity Awards Granted in Prior Yeats that were Unvested at End of Covered Year		$(1,160,424)
Change in Fair Value at Vesting Date from End of Prior Year of Equity Awards Granted in Prior Years that Vested in the Covered Year		$(175,267)
Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		$—
Pension Service Costs		$70,545
Compensation Actually Paid		$1,952,378

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid and Performance Measures

The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between company total shareholder return and that of the industry index peer group described above. As noted above, CAP amounts for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not necessarily represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. See Appendix A in this proxy statement for a reconciliation of consolidated constant currency revenue, a non-GAAP measure, to the most directly comparable GAAP measure.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

Tabular Disclosure of the Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

The table below reflects the most important measures used by the company to link CAP to our NEOs for 2023 to company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see the CD&A.


2024 Most Important Measures (Unranked)
● Consolidated constant currency revenue	● Consolidated free cash flow
● Adjusted operating profit	● Adjusted EPS growth