Michael J. Farrell
ZIMMER BIOMET HOLDINGSAbout Michael J. Farrell
Michael J. Farrell, age 52, is an independent director of Zimmer Biomet (ZBH) since 2014. He is Chair and CEO of ResMed Inc., with prior leadership roles spanning P&L, M&A, and marketing; he holds a BE (Hons) from UNSW, an MSc in Chemical Engineering from MIT, and an MBA from MIT Sloan. Effective May 29, 2025, he was appointed Lead Independent Director at ZBH, reinforcing board oversight under a combined Chair/CEO structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ResMed Inc. | President, Americas | 2011–2013 | Led regional P&L; expanded into connected/digital health initiatives |
| ResMed Inc. | SVP, Global sleep apnea devices BU | 2007–2011 | Led M&A and alliance creation; marketing function leadership |
| Arthur D. Little; Sanofi Genzyme; Dow Chemical; BHP | Various senior roles | Pre-2000 | Multi-industry experience (consulting, biotech, chemicals, metals) supporting operational/strategic acumen |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ResMed Inc. | Chair and CEO | CEO since Mar-2013; Chair since Jan-2023 | Global medtech leadership; expansion into emerging markets and digital health |
| AdvaMed | Director; Chairman-elect | Current | Industry policy leadership; sector network influence |
Board Governance
- Current ZBH committee assignments: Chair, Compensation & Management Development Committee; Member, Quality, Regulatory & Technology Committee .
- Lead Independent Director responsibilities (effective May 29, 2025): liaison between CEO and independent directors; presides at independent sessions; input on agendas/schedules; participates in CEO evaluation; consults on committee leadership; engages with shareholders as appropriate .
- Independence: Board determined Farrell is independent under NYSE/SEC standards .
- Attendance: In 2024, the Board held 6 meetings and committees held 22; all directors attended at least 75% of their meetings; all current directors standing for election attended the 2024 annual meeting .
- Risk oversight: C&MD oversees compensation/human capital; QR&T oversees FDA/product quality/technology risks; Audit oversees compliance/cybersecurity; Board reviews strategic and capital risks .
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 130,000 | Director retainer $110,000 plus Committee Chair retainer $20,000 (Compensation Committee) |
| Stock Awards (grant-date fair value) | 205,000 | RSUs $130,000; DSUs $75,000 granted 05-10-2024 |
| All Other Compensation | 13,371 | Dividend equivalents credited as DSUs per plan |
| Total | 348,371 | Sum of components |
| Lead Independent Director Retainer (effective 05-29-2025) | 40,000 (paid in DSUs) | Additional annual retainer for LID role |
Additional director pay design features:
- No meeting fees; compensation is via retainers and equity .
- Mandatory deferral: annual DSU award $75,000; 50% of annual director retainer must be deferred into DSUs; RSUs vest immediately but settlement is mandatorily deferred until May 10, 2027 or later (or termination from Board) .
Performance Compensation
- Non-employee directors do not receive performance-based equity; awards are RSUs and DSUs with time-based vesting and mandatory deferral; no options or PSUs for directors .
- Prohibitions: No dividends/dividend equivalents on unearned awards; hedging/short sales/pledging of ZBH stock by directors are prohibited under the stock trading policy .
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Note |
|---|---|---|
| ResMed Inc. | Chair & CEO | External CEO role; ZBH policy limits executives of public companies to at most three public boards including their own and ZBH; Farrell appears within limit (ResMed + ZBH) . |
| AdvaMed | Director; Chairman-elect | Industry association; note that ZBH director Devdatt Kurdikar also serves on AdvaMed’s board, providing industry network linkage (not a related-party transaction) . |
Expertise & Qualifications
- Global medtech leadership, digital/connected health, international expansion, strategic planning, technology assessment, product innovation, M&A, and P&L management .
- Education: BE (Hons) UNSW; MSc (Chemical Engineering) MIT; MBA MIT Sloan .
Equity Ownership
| Holder | Total Shares Owned | Shares Acquirable in 60 Days | Deferred Share Units | % of Class |
|---|---|---|---|---|
| Michael J. Farrell | 16,971 | 7,686 | 7,285 | <1.0% |
Alignment and policies:
- Independent director equity compensation is not paid out until cessation of service, reinforcing long-term alignment .
- Stock trading policy prohibits hedging, short sales, margin accounts, and pledging ZBH securities by directors; none of the shares owned by current directors/officers are pledged .
Governance Assessment
- Board effectiveness: Farrell’s elevation to Lead Independent Director while serving as C&MD Chair centralizes independent oversight of CEO evaluation, pay design, and executive succession; the structure includes defined LID responsibilities for agendas, executive sessions, and shareholder communication, supporting robust governance checks under a combined Chair/CEO model .
- Independence and attendance: Board’s formal independence determination and ≥75% attendance threshold met by all directors in 2024; Farrell remains independent per Board policy .
- Pay structure and alignment: Director cash/equity mix (cash retainers; immediate-vest RSUs with deferred settlement; DSUs) promotes long-term alignment; LID retainer paid in DSUs further ties compensation to shareholder outcomes .
- Potential conflicts/time commitments: Farrell is ResMed’s Chair & CEO; ZBH’s guideline limits executives of public companies to up to three public boards (including their own and ZBH), which mitigates overboarding risk. Based on disclosed roles, he appears within policy limits; no specific related-party transactions involving Farrell are disclosed in the proxy, and the Audit Committee pre-approves any such transactions if they arise .
- Risk indicators: Anti-hedging/pledging policy reduces misalignment risks; independent committees oversee compensation, quality/technology, and compliance/cybersecurity. No pledging reported; independent equity compensation deferral strengthens alignment .