ZBH Zimmer Biomet Holdings Inc

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:

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.