Stephen Zarrilli
Director at GMED
Board
About Stephen T. Zarrilli
Independent director of Globus Medical (GMED), age 63, serving since May 2019; member of the Audit Committee and designated an “audit committee financial expert.” He has 25+ years of finance, investment, and operating experience across technology and life sciences, including CEO/Director of Safeguard Scientifics and prior CFO roles; education includes a B.S. in accounting (LaSalle University) and the Advanced Management Program at Wharton.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University City Science Center | President & CEO | Jul 2018–Mar 2020 | Led commercialization resources for life science/tech entrepreneurs |
| Safeguard Scientifics, Inc. | President, CEO & Director | 2012–2018 | Capital provider to tech/life science companies |
| Safeguard Scientifics, Inc. | SVP & CFO | 2007–2012 | Finance leadership |
| Deloitte LLP | Began career | Not disclosed | Audit/finance foundation |
| Penn Valley Group | Chairman & Founder | Not disclosed | Management advisory firm leadership |
| Fiberlink Communications Corp. | CFO | Not disclosed | Security software finance leadership |
| Concellera Software, Inc. | CEO | Not disclosed | Document management software leadership |
| US Interactive, Inc. | CEO | Not disclosed | Digital marketing leadership |
External Roles
| Company | Role | Tenure/Status | Committees |
|---|---|---|---|
| Virtus Investment Partners, Inc. (NASDAQ: VRTS) | Audit Committee member | Disclosed in 2023 proxy; current status not updated in 2025 proxy | Audit |
Board Governance
- Committee assignments: Audit Committee member; the Board determined all Audit Committee members (including Zarrilli) are independent and designated “audit committee financial experts.”
- Independence: The Board affirmatively determined Zarrilli meets NYSE “independent director” standards.
- Board meetings and attendance: The Board held 5 regular and 2 special meetings in 2024; each director attended at least 75% of Board and committee meetings.
- Audit Committee activity: Audit Committee held 4 meetings in 2024.
- Lead Independent Director: Role reinstated in Feb 2025; Jim Tobin appointed; presides over executive sessions of non-management directors at least annually.
- Controlled company status: GMED relies on NYSE controlled company exemptions; Compensation and Nominating/Governance Committees do not consist entirely of independent directors.
Attendance & Meetings
| Metric | 2023 | 2024 |
|---|---|---|
| Board regular meetings | 5 | 5 |
| Board special meetings | 4 | 2 |
| Director attendance threshold met (≥75%) | Yes | Yes |
| Audit Committee meetings | 4 | 4 |
Fixed Compensation
| Year | Fees earned or paid in cash ($) | Equity/Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 67,500 | 403,190 | 470,690 |
| 2024 | 80,000 | 331,524 | 411,524 |
- Director fee structure in 2024: Annual retainer $70,000; Audit/Comp/NomGov committee membership $10,000 per committee; Audit Chair $30,000; Zarrilli’s $80,000 cash aligns with $70,000 retainer + $10,000 Audit Committee membership.
Performance Compensation
| Grant Date | Award Type | Shares | Strike Price | Vesting | Grant-date Fair Value ($) |
|---|---|---|---|---|---|
| Jan 2024 | Stock options | 15,000 | $53.75 | Vested in full on 1-year anniversary | Included in 2024 option award value $331,524 |
| Equity Holding Metric | Value |
|---|---|
| Total shares subject to outstanding stock options (as of 12/31/2024) | 110,000 |
| Options exercisable within 60 days of 3/31/2025 (beneficially owned) | 101,250 |
- Change-in-control provisions: If awards under 2012/2021 plans are not assumed/replaced in a corporate transaction, all outstanding awards become fully vested and exercisable immediately prior to consummation.
- Clawback: Board adopted a Dodd-Frank compliant compensation recoupment policy effective Dec 1, 2023, applying to senior officers’ incentive-based compensation; director equity is time-based with no performance metrics disclosed.
Other Directorships & Interlocks
| Relationship | Disclosure |
|---|---|
| Related-party transactions (Item 404) | None >$120,000 since Jan 1, 2024; Audit Committee oversees approval procedures. |
| Interlocks/shared directorships with competitors/suppliers/customers | Not disclosed in the proxy. |
Expertise & Qualifications
- Designated Audit Committee financial expert; deep finance/accounting expertise.
- Education: B.S. in accounting (LaSalle University); Advanced Management Program (Wharton).
- Operating and governance experience: CEO/Director of Safeguard Scientifics; prior CFO and CEO roles across tech/life sciences.
Equity Ownership
| Metric | 2023 | 2025 |
|---|---|---|
| Class A shares beneficially owned (incl. options exercisable within 60 days) | 59,583; <1% | 101,250; <1% |
| Class B shares beneficially owned | — | — |
- Group context: All current directors and executive officers (13 persons) beneficially owned 2,793,859 Class A shares (incl. options in 60 days) and 22,258,997 Class B shares as of 3/31/2025.
- Ownership alignment notes: Zarrilli’s beneficial ownership consists solely of options exercisable within 60 days; no Class A common stock reported outstanding in his row; percentage is <1%.
Governance Assessment
- Strengths: Independent Audit Committee membership; designated financial expert; Audit Committee met 4x in 2024; Board reinstated Lead Independent Director in 2025, enhancing independent oversight.
- Engagement: Board held 7 meetings in 2024; each director met ≥75% attendance; positive baseline engagement, though no independent directors attended the 2024 annual meeting (company does not require attendance).
- Alignment & incentives: Director pay combines cash retainer/committee fees and annual stock options; 2024 cash fees increased (to $80,000) while option fair value decreased YoY ($331,524 vs $403,190), modestly shifting mix toward cash.
- Conflicts/related-party: No related-party transactions disclosed >$120,000 since Jan 1, 2024; Audit Committee reviews any such items per formal procedures.
- Structural considerations: GMED is a controlled company relying on NYSE governance exemptions; Compensation and Nominating/Governance Committees are not fully independent—investors should weigh controlled-company risks against Audit Committee independence and the reinstated Lead Independent Director.