Karen Matusinec
About Karen Matusinec
Karen Matusinec, age 58, has served as an independent director of ZimVie since 2022. She is Chair of the Audit Committee and sits on the Compensation, Corporate Governance, and Quality, Regulatory & Technology Committees. Matusinec was Senior Vice President and Treasurer at McDonald’s Corporation (2011–2021), previously Vice President of Corporate Tax (2006–2011), and earlier held tax roles at Arthur Andersen, Deloitte, Bank One, and Northwestern National Insurance. She holds a B.S. in Accounting (University of Wisconsin–Milwaukee), an M.S. in Taxation (DePaul University), and a Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Senior Vice President, Treasurer | Oct 2011 – Jul 2021 | Led global Treasury, Tax, Insurance, and Global Business Services; enterprise risk management oversight . |
| McDonald’s Corporation | Vice President, Corporate Tax | Sep 2006 – Sep 2011 | Oversaw corporate tax planning and accounting . |
| McDonald’s Corporation | Various finance/tax roles | Oct 2003 – 2006 | Roles of increasing responsibility prior to VP appointment . |
| Arthur Andersen; Deloitte | Tax consultant/auditor (international tax, consulting, tax accounting) | Not disclosed | Specialized in multinational tax planning and accounting . |
| Bank One; Northwestern National Insurance | Corporate tax | Not disclosed | Early career in financial services industry tax functions . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | ZimVie lists no current other public company boards for Matusinec . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than CEO are independent; Matusinec is independent . |
| Committee assignments | Audit (Chair), Compensation, Corporate Governance, Quality, Regulatory & Technology . |
| Audit committee financial expert | Designated “audit committee financial expert” along with David King and Vinit Asar . |
| 2024 meetings | Board: 8; Committees: Audit 8, Compensation 6, Corporate Governance 4, QRT 4 . |
| Attendance | All directors attended ≥75% of Board and committee meetings; directors expected to attend annual meeting (all except Dr. Kuntz attended in 2024) . |
| Executive sessions | Independent director executive sessions held with each regular Board meeting . |
| Board leadership update | CEO to become Chair and Vinit Asar to serve as Lead Independent Director effective May 7, 2025 . |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Director annual retainer (cash) | 70,000 | Paid quarterly . |
| Audit Committee Chair fee | 25,000 | Paid quarterly . |
| Multiple committee participation fee | — | Applies only to directors serving on >2 committees and not chairing any; not applicable since she chairs Audit . |
| Total fees earned/paid in cash | 95,000 | Per 2024 Director Compensation Table . |
Performance Compensation (Equity – 2024)
| Grant Type | Grant Date | Units / Value | Vesting / Settlement | Notes |
|---|---|---|---|---|
| RSUs | 05-15-2024 | $185,000 | RSUs vest immediately; settlement deferred until later of 3rd anniversary or end of Board service . | |
| DSUs (annual grant) | 05-15-2024 | 500 DSUs; $8,400 initial value | Settled in shares after end of Board service; mandatory deferral . | |
| DSU mandatory deferral on retainer | 2024 | None in 2024 | Requirement to defer 50% of director retainer into DSUs until reaching 5,000 DSUs; all directors had reached minimum before 2024 . |
- Directors receive time-based RSUs and DSUs; no performance metrics (e.g., EBITDA/TSR) are applied to director equity awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Matusinec . |
| Interlocks/conflicts | No related-party transactions disclosed; Audit Committee reviews and must approve any related-person transactions; none identified for directors in 2024 . |
| Limit on outside boards | Directors may serve on ≤3 other public boards; CEO and public-company executives limited to ≤3 total public boards . |
Expertise & Qualifications
- Finance/accounting/financial reporting and capital markets; audit committee financial expert .
- Global/international experience; enterprise risk management; investor relations .
- Government/legal/regulatory familiarity via tax and compliance; cybersecurity oversight certificate .
- M&A/strategic planning experience from large-cap corporate roles .
Equity Ownership
| Holder | Total Shares Owned | Shares Acquirable in 60 Days | Deferred Share Units (DSUs) | % of Class | Pledging/Hedging |
|---|---|---|---|---|---|
| Karen Matusinec | 6,256 | — | 6,256 | <1% | No shares pledged; hedging and pledging prohibited by policy . |
Notes:
- “Total Shares Owned” includes direct/indirect, acquirable within 60 days, and DSUs per table methodology; DSUs for directors settle in shares post-service (cash settlement footnote excludes Matusinec) .
Governance Assessment
- Strengths: Independent director; Audit Chair and designated financial expert; broad finance and risk background; strong alignment mechanisms via mandatory equity deferrals (RSUs and DSUs not settled until cessation of service) and prohibition on hedging/pledging .
- Engagement/attendance: Board and committees met frequently in 2024; all directors met ≥75% attendance; directors expected to attend annual meeting (Matusinec attended) .
- Compensation alignment: Mix of cash retainer and deferred equity (RSUs/DSUs); mandatory deferrals and post-service settlement support long-term alignment; no options or performance-conditioned director pay that could distort risk .
- Potential conflicts/red flags: None disclosed—no related-party transactions, no pledging, independence affirmed; limit on outside boards reduces overboarding risk .
- Context: With CEO becoming Chair in 2025, robust Lead Independent Director structure and strong Audit Committee leadership (Matusinec as Chair) are important mitigants for investor confidence .