Robert A. Hagemann
ZIMMER BIOMET HOLDINGSAbout Robert A. Hagemann
Independent director of Zimmer Biomet (ZBH) since 2008; age 68 in the 2025 proxy. Former SVP & CFO of Quest Diagnostics (1998–July 2013) with earlier finance roles at Corning Life Sciences (joined 1992), Prime Hospitality, Crompton & Knowles, and Arthur Young (predecessor to EY). He holds a B.S. in accounting (Rider University) and an MBA (Seton Hall University). The Board has designated him an “audit committee financial expert” under SEC rules. He currently serves on two other public company boards: Graphic Packaging Holding Company and Ryder System, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quest Diagnostics Incorporated | SVP & Chief Financial Officer | 1998 – July 2013 | Financial management, strategic planning, business integration; healthcare sector experience; designated audit committee financial expert at ZBH based on this background . |
| Corning Life Sciences, Inc. (subsidiary of Corning Inc.) | Finance roles of increasing responsibility | 1992 – 1998 | Progression to CFO track; business development and IT exposure noted in bio . |
| Prime Hospitality, Inc.; Crompton & Knowles, Inc.; Arthur Young & Co. (predecessor to EY) | Senior financial positions; auditor | Not disclosed | Built accounting and finance foundation prior to Corning/Quest tenure . |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Graphic Packaging Holding Company | Independent Director | Current (as of 2025 proxy) | One of two other public boards on which Hagemann serves . |
| Ryder System, Inc. | Independent Director | Current (as of 2025 proxy) | One of two other public boards on which Hagemann serves . |
Board Governance
- Independence: The Board determined all non-employee directors, including Hagemann, are independent under NYSE standards .
- Committee assignments and chair roles (2024): Audit Committee Chair; member, Corporate Governance Committee .
- Audit chair transition: Maria Teresa Hilado becomes Audit Chair effective May 28, 2025; Hagemann served as Chair through this transition .
- Board/committee activity and attendance: In 2024, the Board met 6 times; standing committees met 22 times (Audit 8, C&MD 4, Corporate Governance 6, Quality/Regulatory/Tech 4). All directors attended at least 75% of Board and committee meetings; all standing committees are fully independent .
- Audit oversight: As Audit Chair, Hagemann signed the Audit Committee report; PwC 2024 fees totaled $11.133M ($10.575M audit; $0.237M audit-related; $0.319M tax; $0.002M other). The committee concluded PwC’s non-audit services were compatible with independence .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Director annual retainer | $110,000 | Paid quarterly ($27,500 per quarter) . |
| Audit Committee Chair retainer | $25,000 | Paid quarterly ($6,250 per quarter) . |
| Fees earned or paid in cash (reported) | $135,000 | Matches retainers above . |
Notes on structure and deferrals:
- 50% of a director’s annual retainer is mandatorily deferred into DSUs; annual DSU award of $75,000 also mandated; elective deferrals possible into DSUs/treasury/dollar units; DSUs accrue dividend equivalents as additional DSUs .
- Directors are paid quarterly; additional retainers exist for other committee chairs and for non‑executive Chair/Lead Independent Director (LID retainer added effective May 29, 2025) .
Performance Compensation (Non‑Employee Director Equity – 2024)
| Grant/Item | Grant Date | Instrument | Grant-Date Fair Value | Vesting/Deferral | Notes |
|---|---|---|---|---|---|
| Annual RSU | 2024-05-10 | RSU | $130,000 | Vests immediately; mandatory deferral until May 10, 2027 or later (or termination of service, if later) . | Settled in ZBH shares at distribution . |
| Annual DSU | 2024-05-10 | DSU | $75,000 | Mandatory deferral; payable in shares or cash after Board service . | DSUs track stock price; dividend equivalents credited as DSUs . |
| All other compensation (dividend equivalent DSUs) | 2024 | DSU credits | $26,681 | Dividend equivalents credited as additional DSUs at dividend rate . |
2024 Director Compensation (reported):
- Hagemann total: Fees $135,000; Stock Awards $205,000 (RSUs $130,000 + DSUs $75,000); All Other $26,681; Total $366,681 .
Other Directorships & Interlocks
| External Board | Sector | Potential Interlocks/Notes |
|---|---|---|
| Graphic Packaging Holding Company | Paper/Packaging | No ZBH-related transactions disclosed in proxy; Audit Committee reviews and must approve any related person transactions . |
| Ryder System, Inc. | Transportation/Logistics | Same as above; no related person transactions disclosed in proxy sections provided . |
Expertise & Qualifications
- Financial expert: The Board designated Hagemann an “audit committee financial expert” (SEC definition) based on his CFO tenure at Quest Diagnostics and extensive finance/operational experience .
- Industry and functional depth: Strategic planning, business integration, operations, talent management, and IT literacy cited by the Board as key skills; healthcare sector executive experience .
- Education: B.S., Accounting (Rider University); MBA (Seton Hall University) .
Equity Ownership
| Metric (as of Jan 1, 2025) | Amount | Notes |
|---|---|---|
| Total shares owned (beneficial) | 36,039 | Includes direct/indirect, shares acquirable within 60 days, and DSUs as defined in footnotes . |
| Shares acquirable within 60 days | 19,856 | Includes vested options/RSUs/DSUs eligible within 60 days per definition . |
| Deferred Share Units (DSUs) | 12,183 | Settles in shares or cash after Board service . |
| Percent of class | * | Each director is <1.0% of outstanding . |
| Shares pledged as collateral | None | Company policy prohibits pledging; table notes no shares pledged by current directors/officers . |
Company policy prohibits hedging, short sales, and pledging/margin accounts for directors and designated insiders, reinforcing alignment and risk controls .
Insider Trades and Ownership Alignment (Form 4 highlights)
| Transaction Date | Type | Security | Quantity | Price | Post-Transaction Holdings | Filing/Citation |
|---|---|---|---|---|---|---|
| 2023-08-28 | Open market purchase | Common Stock | 2,000 | $116.48 | 4,000 common | https://www.sec.gov/Archives/edgar/data/1136869/000106299323017272/0001062993-23-017272-index.htm |
| 2024-05-10 | Award | Restricted Stock Units | 1,068.991 | $0.00 | 22,998 RSU-related units reflected in totals | https://www.sec.gov/Archives/edgar/data/1136869/000106299324010221/0001062993-24-010221-index.htm |
| 2024-05-10 | Award | Phantom Stock Units (DSU) | 616.726 | $121.61 | 28,167 PSU/DSU-related units reflected in totals | https://www.sec.gov/Archives/edgar/data/1136869/000106299324010221/0001062993-24-010221-index.htm |
| 2025-05-29 | Award | Restricted Stock Units | 1,404.798 | $0.00 | 24,410 RSU-related units reflected in totals | https://www.sec.gov/Archives/edgar/data/1136869/000106299325010721/0001062993-25-010721-index.htm |
| 2025-06-30 | Award | Phantom Stock Units (DSU) | 370.431 | $91.11 | 30,848 PSU/DSU-related units reflected in totals | https://www.sec.gov/Archives/edgar/data/1136869/000106299325012463/0001062993-25-012463-index.htm |
Notes:
- Quarterly phantom stock unit accruals (DSUs/PSUs) align with director deferral structure; values track ZBH share price and accrue dividend equivalents as DSUs .
- The 2,000‑share open market purchase in Aug 2023 is a positive alignment signal (skin-in-the-game).
Governance Assessment
-
Strengths
- Deep CFO experience and SEC-designated audit committee financial expert; long Audit Committee leadership tenure supports financial reporting rigor .
- Independent, on Board since 2008; current Board/committees fully independent; consistent attendance at or above 75% threshold; robust annual Board/committee self-evaluation process .
- Strong alignment mechanisms: mandatory equity deferrals (RSUs/DSUs), dividend equivalents in DSUs, prohibition on hedging/pledging; equity awards deferred until post-service settlement .
- Audit oversight continuity: signed Audit Committee report; PwC independence affirmed; audit and non‑audit fees reviewed/pre‑approved .
- Shareholder support context: 2025 Say‑on‑Pay approved (159.1M For vs 9.0M Against; broker non‑votes 13.5M) .
-
Watch items / potential risks
- Tenure/refreshment: >15 years of service can prompt investors to scrutinize independence over time; the Audit Chair role is transitioning to Hilado effective May 28, 2025—a change to monitor for continuity in audit oversight .
- Multiple board seats (Graphic Packaging, Ryder) raise time‑commitment questions, though 2024 attendance thresholds were met and the Board reports effective evaluation and refresh practices .
- Related‑party/Interlocks: No related person transactions for directors were disclosed in the provided sections; Audit Committee controls review/approval of any such transactions as policy .
Overall, Hagemann’s profile reflects high board effectiveness for financial oversight: independent status, lengthy CFO experience, audit financial expert designation, and strong attendance/engagement. Compensation design (cash retainer + equity with mandatory deferral/no hedging/pledging) and an open market purchase in 2023 support alignment with shareholders (see Form 4 links above).