Sector: Health Care
ZIMMER BIOMET HOLDINGS INC · Meeting: May 22, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Long-tenured director (since 2009) with relevant governance and financial expertise; ZBH's 3-year underperformance gap versus peer median is -18.2pp, which does not meet the 20pp threshold required to trigger a vote against, and attendance is confirmed at 75% or above.
Farrell is a sitting CEO (ResMed) holding 2 public board seats total (ResMed plus ZBH), which is at the limit but does not exceed the policy threshold of 2 outside seats for a sitting CEO; the TSR underperformance trigger does not fire, and he serves as Lead Independent Director providing meaningful governance oversight.
Hagemann holds 3 public board seats total (ZBH, Graphic Packaging, Ryder System), which is within the policy limit; the TSR underperformance trigger does not fire given the -18.2pp gap falls below the 20pp threshold, and he is a confirmed audit committee financial expert.
Long-tenured director (since 2007) with deep healthcare industry experience; the TSR underperformance trigger does not fire, all directors met the 75% attendance requirement, and no other policy flags apply.
Director since 2018 with strong financial expertise (former CFO of Allergan) serving as Audit Committee Chair; the TSR underperformance trigger does not fire, attendance is satisfactory, and she holds 3 public board seats within policy limits.
Director since 2018 with extensive global operations experience; holds no other public board seats, the TSR underperformance trigger does not fire, and no other policy flags apply.
Director since 2021 with relevant digital and medical device expertise from her current role at Align Technology; holds 2 public board seats within policy limits, the TSR underperformance trigger does not fire, and no other policy flags apply.
Joined the board in 2024 (within 24 months of the 2026 annual meeting), making him exempt from the TSR underperformance trigger; he is a sitting CEO (Embecta) holding 2 public board seats total, which is at the policy limit but does not exceed it.
Joined the board in 2024 (within 24 months of the 2026 annual meeting), making him exempt from the TSR underperformance trigger; holds 2 public board seats within policy limits, and brings highly relevant healthcare system leadership expertise.
CEO and executive director since August 2023; ZBH's 3-year price return of -26.3% versus the IHI (iShares US Medical Devices ETF) benchmark yields a gap of -26.9pp, which falls short of the 30pp threshold required to trigger a vote against for a company with negative absolute TSR, so the trigger does not fire.
All 10 director nominees receive a FOR vote. ZBH's 3-year total return of -26.3% underperforms the company's disclosed peer group median by -18.2 percentage points, which falls below the 20pp threshold required to trigger votes against directors under the policy's negative-TSR band. Using the IHI (iShares US Medical Devices ETF) fallback, the gap is -26.9pp against a 30pp ETF-fallback threshold — also not triggered. No directors are overboarded beyond policy limits, all met the 75% attendance requirement, the board discloses a detailed skills matrix, and audit committee members have confirmed financial expertise.
CEO
Ivan Tornos
Total Comp
$16,106,550
Prior Support
95%%
CEO Ivan Tornos received total compensation of approximately $16.1 million for 2025, which is within a reasonable range for a CEO of an $18 billion global medical device company. The pay structure is strongly performance-oriented — 91.8% of the CEO's target compensation was variable, including performance stock awards tied to three-year revenue growth, adjusted earnings per share growth, and relative total shareholder return versus peers, alongside time-vested stock awards whose value tracks the share price. The prior Say on Pay vote received approximately 95% support, reflecting broad shareholder satisfaction, and the company maintains a meaningful clawback policy covering both financial restatements and conduct violations, which are positive governance features.
Auditor
PricewaterhouseCoopers LLP
Tenure
26 yrs
Audit Fees
$10,723,000
Non-Audit Fees
$2,227,000
PwC has served as ZBH's auditor continuously since 2000, a tenure of approximately 26 years that exceeds the policy's 25-year threshold. While the non-audit fee ratio is acceptable — non-audit fees (audit-related fees of $260,000 plus tax fees of $1,965,000 plus other fees of $2,000, totaling approximately $2,227,000) represent about 20.8% of audit fees of $10,723,000, well below the 50% limit — the lengthy auditor relationship raises independence concerns. The proxy discloses lead partner rotation under SEC rules but does not provide a specific and compelling rationale for continuing with the same firm after 26 years, so the tenure trigger applies and a vote against ratification is warranted.
1 proposal submitted by shareholders
Proposal 4
This proposal asks the company to require that its board chair always be an independent director, separate from the CEO role. While separating the Chairman and CEO roles is a mainstream governance improvement in many circumstances, ZBH has a robust Lead Independent Director structure with clearly defined and extensive powers — including presiding at all meetings when the Chairman is absent, convening independent director sessions, setting agendas, and communicating directly with shareholders — that provides meaningful independent oversight equivalent to a separate chair. Ivan Tornos was only combined into the Chairman role in May 2025, and the board has stated it evaluates this structure on an ongoing basis, which reduces the urgency of a mandatory separation requirement. Without prior-year vote data to indicate strong shareholder concern, and given the credible countervailing governance structure already in place, a vote against this proposal is appropriate.
The 2026 ZBH annual meeting ballot contains four proposals: director elections, auditor ratification, Say on Pay, and a shareholder proposal for an independent board chairman. The sole vote against is on auditor ratification due to PwC's 26-year tenure exceeding the policy threshold, while all director nominees, the executive compensation program, and the board's opposition to the independent chairman proposal all receive FOR votes.
14 companies disclosed in 2026 proxy filing
