Betsy J. Bernard
ZIMMER BIOMET HOLDINGSAbout Betsy J. Bernard
Retired President of AT&T Corp. and independent director of Zimmer Biomet Holdings (ZBH), age 69, serving on the Board since 2009. Education: B.A. from St. Lawrence University, MBA from Fairleigh Dickenson University, and M.S. in Management from Stanford University’s Sloan Fellowship Program. Recognized by ZBH’s Board as an “audit committee financial expert” under SEC rules; current committee roles include Audit Committee member and Chair of the Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Corp. | President | Oct 2002–Dec 2003 | Led major consumer operations and brand strategy |
| AT&T Consumer | Chief Executive Officer | Apr 2001–Oct 2002 | Oversaw enterprise sales, marketing, and customer care |
| Qwest Communications; US WEST; AVIRNEX; Pacific Bell | Senior executive roles | Not disclosed | Financial management, operations, product management, e-commerce |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Principal Financial Group, Inc. | Director (past) | Until Jun 2020 | Past public board service |
| SITO Mobile, Ltd. | Director (past) | Until Jun 2017 | Past public board service |
| LEAP Guarantee | Director | Not disclosed | Private/directorship noted |
| Various public companies | Committee leadership | Not disclosed | Experience chairing nominating/governance committees, including ZBH |
Board Governance
- Independence: Board determined Bernard (and all non-employee directors) are independent under NYSE/SEC standards .
- Committee assignments: Audit Committee member; Chair, Corporate Governance (CG) Committee. 2024 committee meetings: Audit (8), CG (6) .
- Attendance and engagement: In 2024, Board held 6 meetings; all directors attended ≥75% of Board/committee meetings; all directors standing for election attended the 2024 annual meeting .
- Audit committee financial expert: Bernard designated an “audit committee financial expert” under SEC rules .
- Executive sessions and leadership: Independent directors meet in executive session at each regular Board meeting; Board approved Lead Independent Director role (Michael J. Farrell) as Chair/CEO role combines in May 2025, maintaining independent oversight .
- Shareholder support: At the May 29, 2025 annual meeting, Bernard received 160,179,491 “For” votes vs. 7,990,105 “Against” (121,025 abstentions), indicating strong shareholder support .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 125,000 | Includes $110,000 director retainer + $15,000 committee chair fee (CG) |
| Stock Awards (Grant Date FV) | 205,000 | RSUs $130,000; DSUs $75,000 granted May 10, 2024 |
| All Other Compensation | 18,347 | Dividend equivalents credited as DSUs |
| Total | 348,347 | Sum of 2024 director compensation |
Director equity program mechanics and deferrals:
- RSUs vest immediately but settlement is mandatorily deferred until May 10, 2027 or later (upon Board retirement/termination) .
- Annual DSU award ($75,000) and mandatory deferral of 50% of annual retainer into DSUs; DSUs settle in shares upon termination; elective deferrals allowed into DSUs/treasury/dollar units .
- Retainers paid quarterly; chair fees: Audit $25,000; Compensation $20,000; other standing committee chairs (e.g., CG) $15,000 .
Performance Compensation
| Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Revenue growth, EPS growth, TSR, ESG goals | No | Non-employee director awards (RSUs/DSUs) are not performance-conditioned; they vest immediately with mandatory deferral |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed (Other Public Boards: “—”) |
| Prior public company boards | Principal Financial Group (until Jun 2020); SITO Mobile (until Jun 2017) |
| Committee roles at other companies | Chaired nominating/governance committees at several public boards |
| Interlocks/conflicts | No related-party transactions disclosed; Audit Committee reviews/approves any related person transactions per charter |
Expertise & Qualifications
- Audit committee financial expert; deep experience in financial management, brand/marketing, enterprise sales, operations, product management, e-commerce, executive compensation, strategic planning, and M&A from senior roles at AT&T and other telecom firms .
- Governance leadership: Chair of ZBH Corporate Governance Committee; extensive experience chairing nom/gov committees across public boards .
Equity Ownership
| Holder | Total Shares Owned | Shares Acquirable in 60 Days | Deferred Share Units | % of Class |
|---|---|---|---|---|
| Betsy J. Bernard | 35,526 | 18,435 | 11,820 | * (<1%) |
Notes:
- None of the shares owned by current directors and executive officers have been pledged; ZBH prohibits pledging and hedging for directors/officers under its Stock Trading Policy .
- Independent director equity-based compensation is not paid out until cessation of service; robust stock ownership guidelines for directors noted in governance summary .
Governance Assessment
- Strengths: Long-tenured independent director since 2009; strong shareholder support in 2025; audit financial expert; chairs the CG Committee; solid attendance; no pledging/hedging; mandatory equity deferrals align interests; no related-party transactions disclosed .
- Compensation alignment: Director pay mix balances cash retainer and equity with mandatory deferral; no performance-conditioned director awards, limiting short-termism risk .
- Shareholder feedback context: ZBH’s 2024 Say-on-Pay received ~91% support; active shareholder engagement program across governance/compensation topics, supporting overall Board credibility (context for governance quality) .
- RED FLAGS: None evident from filings—no hedging/pledging, no related-party transactions disclosed, Section 16 compliance affirmed (no delinquent filings). Monitor ongoing committee workload and independence as Chair/CEO roles combine in 2025, though Lead Independent Director role was established to preserve oversight .