Syed Jafry
ZIMMER BIOMET HOLDINGSAbout Syed Jafry
Retired Senior Vice President and President, Regions at Thermo Fisher Scientific; age 61; Zimmer Biomet director since 2018; independent. Education: BS Mechanical Engineering (Lahore University), MS Mechanical Engineering (University of Massachusetts), Master’s certificate in Marketing & Management (Harvard University Extension). Background includes 18 years at GE in commercial/product/general management across the U.S., Netherlands, Switzerland, and China (most recently President of GE Sensing Asia), and early career at Glaxo Pharmaceuticals in London. Joined the board of GTCR LLC (private equity) in 2022. Skills noted: global operations, expansion into emerging markets, financial management, strategic planning, product innovation and integration in highly regulated healthcare businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thermo Fisher Scientific Inc. | Senior Vice President & President, Regions (responsible for all business geographies outside the U.S.) | Sep 2017–Mar 2022 | Led global expansion, operations, product innovation in regulated healthcare markets |
| General Electric | Commercial, product mgmt, and general mgmt roles; President, GE Sensing Asia | ~18 years (prior to 2005) | Led multi-region product and commercial execution across U.S., Europe, Asia |
| Glaxo Pharmaceuticals (London) | Early career | Not disclosed | Pharma industry grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GTCR LLC (private equity) | Director | 2022–present | Private; healthcare exposure; not a public company board |
| Other public company boards | — | — | No current public boards listed for Jafry |
Board Governance
- Independence: Board determined Jafry is independent under NYSE and company guidelines .
- Committee assignments (2024): Compensation & Management Development; Quality, Regulatory & Technology (QR&T) .
- Committee chair transition: Becomes Chair of Compensation & Management Development Committee effective May 28, 2025 .
- Meeting cadence and attendance: Board held 6 meetings; standing committees held 22 total; all directors attended ≥75% of Board and committee meetings; independent directors meet in executive session at each regularly scheduled Board meeting .
- Hedging/pledging: Prohibited for directors; holding shares in margin accounts or pledging as collateral is banned .
| 2024 Board Committees | Meetings Held (2024) |
|---|---|
| Audit | 8 |
| Compensation & Management Development | 4 |
| Corporate Governance | 6 |
| Quality, Regulatory & Technology (QR&T) | 4 |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Chair/Additional Fees ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 110,000 | — | 5,183 (dividend equivalents as DSUs) | Director annual retainer $110k; committee chair retainers: $25k (Audit), $20k (Comp), $15k (other committees) |
| 2023 | 110,000 | — | 4,157 (dividend equivalents as DSUs) | Retainer structure consistent; Lead Independent and Chair retainers disclosed generally |
- Retainer payment schedule: Quarterly payments; 2024 director annual retainer $110,000; compensation committee chair retainer $20,000 (effective when chair) .
- Director compensation structure includes mandatory deferrals and DSUs per plan .
Performance Compensation
| Year | RSUs (Grant Date) ($) | DSUs (Grant Date) ($) | DSUs (Mandatory Deferral) ($) | Total Equity ($) |
|---|---|---|---|---|
| 2024 | 130,000 (05-10-24) | 75,000 (05-10-24) | 55,000 | 260,000 |
| 2023 | 130,000 (05-12-23) | 68,365 (05-12-23) | 55,000 | 253,365 |
- Vesting/settlement mechanics: Director RSUs vest immediately but are subject to mandatory deferral until termination of service (or later, per plan); DSUs are deferred, settle in shares upon termination; dividend equivalents credited as additional DSUs .
- Performance metrics: None disclosed for director awards (no PSU, TSR, EBITDA, ESG targets) in director pay; awards are time-based and mandatorily deferred .
- Options: No option awards disclosed for directors in 2023–2024 .
Other Directorships & Interlocks
| Entity | Type | Relationship to ZBH | Governance Risk Note |
|---|---|---|---|
| GTCR LLC | Private equity | No Item 404 related-party relationships disclosed for Compensation Committee members (includes Jafry) | Monitor for portfolio company interactions in medtech supply/customer channels; Board currently views Jafry as independent |
Expertise & Qualifications
- Global operations leadership in healthcare/medtech tools and services; experience in emerging markets, product innovation, and integration .
- Strategic planning and financial management experience in regulated industries; complements QR&T oversight (quality, AI/ML, product development pipeline) .
- No current public company boards; focus likely concentrated on ZBH and private board responsibilities .
Equity Ownership
| Holder | Total Shares Beneficially Owned | Shares Acquirable in 60 Days | Deferred Share Units | Percent of Class | Notes |
|---|---|---|---|---|---|
| Syed Jafry | 13,224 | 3,027 | 6,137 | <1.0% | None of directors/officers’ shares are pledged ; shares outstanding basis 199,090,959 + shares acquirable within 60 days |
- Stock trading policy: prohibits hedging, short sales, margin accounts/pledging; supports alignment and reduces red-flag exposure .
- Ownership alignment: Mandatory deferral of equity and portions of retainer into DSUs; rigorous ownership guidelines for directors referenced in proxy summary .
Insider Trades
| Date | Transaction Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| — | — | — | — | — | We attempted to fetch Form 4 data using the insider-trades skill but encountered a technical timeout. No proxy-disclosed transactional data for directors beyond ownership tables [ReadFile: insider-trades SKILL.md] . |
Governance Assessment
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Strengths:
- Independent director with deep global operations experience relevant to ZBH’s regulated medtech footprint; active on QR&T and moving to chair Compensation—key levers for quality oversight and pay-for-performance stewardship .
- Strong alignment mechanisms: mandatory deferral of RSUs/DSUs; prohibition on hedging/pledging; no pledged shares; beneficial ownership disclosed .
- Attendance and engagement: Board/committee activity robust; directors ≥75% attendance; executive sessions at each regular Board meeting .
- Conflicts: Board affirmed independence; Compensation Committee members (including Jafry) had no Item 404 relationships requiring disclosure .
-
Watch items / potential red flags:
- Private equity board role (GTCR): while not a disclosed conflict, monitor for related-party transactions if portfolio companies intersect with ZBH’s supply/customer base; Audit Committee screens related-person transactions .
- As incoming Compensation Committee Chair, stewardship over clawback enforcement, ownership guideline compliance, and responsiveness to say‑on‑pay outcomes will be visible to investors; committee remit includes administering incentive plans and recoupment policies .
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Cash/equity mix trend:
- Jafry’s cash fees flat at $110k; equity increased modestly ($253.4k → $260.0k), primarily via DSUs; total compensation $367.5k (2023) vs $375.2k (2024). Mix skews toward equity, reinforcing alignment through deferred settlement .
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Committee scope implications:
- QR&T committee oversight spans product quality, safety, and emerging technologies (including AI/ML in medtech), aligning with Jafry’s operations/product background—supportive of board effectiveness in technical risk oversight .
- Compensation committee responsibilities include goal-setting, incentive plan administration, clawback policies, HCM strategy oversight, and reviewing say‑on‑pay feedback—chair role elevates his governance influence on pay-risk and alignment .