Vafa Jamali
About Vafa Jamali
Vafa Jamali, 55, has served as ZimVie’s CEO since February 2021, President since December 2021, and a director since 2021; he will also become Chair of the Board on May 7, 2025, with Vinit Asar as Lead Independent Director to preserve independent oversight . He holds a Bachelor of Commerce (with distinction) from the University of Alberta and completed the Harvard Executive Leadership Program in 2020, and previously held senior leadership roles at Medtronic, Covidien, Cardinal Health, and Baxter . In 2024, ZimVie completed the divestiture of its Spine segment to become a pure-play dental company; continuing operations generated third‑party net sales of $449.7M, constant-currency Adjusted EBITDA for EAIP purposes of $66.016M, and a net loss from continuing operations of $(33.830)M, reflecting a transition year with significant portfolio repositioning .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ZimVie | Chief Executive Officer; President | CEO since Feb 2021; President since Dec 2021 | Led transformation to pure‑play dental company and portfolio repositioning . |
| Rockley Photonics | Chief Commercial Officer | Oct 2020 – Feb 2021 | Led commercial strategic planning at an early-stage photonics company . |
| Medtronic | SVP & President, Respiratory, Gastrointestinal & Informatics | May 2017 – Oct 2020 | Ran a global, regulated device portfolio; P&L and integration leadership . |
| Medtronic | SVP & President, Early Technologies | Jan 2016 – May 2017 | Built and scaled early technology platforms . |
| Medtronic | VP & GM, GI Solutions | Jan 2015 – Jan 2016 | GI solutions commercialization and growth . |
| Covidien; Cardinal Health; Baxter | Various leadership roles | Prior to 2015 | Commercial, operational and strategic roles across large-cap medtech/healthcare . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ZimVie | Director | Since 2021 | No additional director pay as a management director . |
| Other public company boards | — | — | Company discloses no other public boards for Mr. Jamali . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 818,461 (paid); approved base $824,000 | 110% | 0 (NEOs elected to forgo payout) . |
| 2023 | 800,000 | — | 402,400 . |
| 2022 | 773,462 | — | 556,892 . |
Performance Compensation
2024 Executive Annual Incentive Plan (EAIP)
| Metric | Weight | Target | Actual | Achievement (%) | Payout Curve Result (% of Target) |
|---|---|---|---|---|---|
| Constant-currency third‑party net sales (continuing ops) | 50% | $460.4M | $448.9M | 97.5% | 75%→37.5% weighted . |
| Constant-currency Adjusted EBITDA (continuing ops) | 50% | $73.0M | $66.0M | 90.4% | 71.1%→35.6% weighted . |
| Calculated payout | — | — | — | — | 73.1% . |
| Committee negative discretion | — | — | — | — | (25.6) pts → Adjusted 47.5% . |
| NEO decision | — | — | — | — | CEO and NEOs elected to forgo cash payout (0% paid) . |
Notes: Financial metrics measured on continuing operations with defined non‑GAAP adjustments; cultural goals were met but did not increase payout; metrics and reconciliations provided in Appendix A .
2024 Long‑Term Equity Awards
| Grant/Action | Grant Date | Instrument | Units/Shares | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Annual LTI | 03/07/2024 | RSUs | 270,193 | 1/3 per year over 3 years | 4,750,000 . |
| Convert 2023 PRSUs to RSUs | 09/11/2024 | RSUs (conversion) | — | Cliff vest on 3rd anniversary of 05/15/2023 grant | 1,617,343 (incremental fair value) . |
Design notes: The Compensation Committee issued 100% RSUs for 2024 given inability to set multi‑year PRSU metrics during the Spine sale; 2023 PRSUs were converted 1‑for‑1 to time‑based RSUs to preserve retentive value post‑divestiture; committee intends to consider PRSUs in future cycles .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Total beneficial ownership | 988,394 shares (includes 640,325 acquirable within 60 days); 3.43% of class . |
| Stock ownership guidelines | CEO required minimum: 5× salary; 100% of net after‑tax shares retained until met . |
| Compliance status | All NEOs either in compliance or within the time period for compliance . |
| Hedging/pledging | Prohibited for directors/executives; no shares pledged by current directors and executives . |
Outstanding Equity (12/31/2024)
| Category | Detail |
|---|---|
| Unvested RSUs (by lot) | 270,194 (3/7/24 grant); 145,138 (converted from 5/15/23 PRSUs, cliff); 96,758 (5/15/23 RSUs); 21,331 (4/1/22 RSUs); 20,815 (3/10/22 RSUs); 13,694 (3/1/21 RSUs) . |
| Market value of unvested RSUs | $3,769,206; $2,024,675; $1,349,774; $297,567; $290,369; $191,031 respectively (at $13.95) . |
| Stock options (exercisable/unexercisable; strike; expiry) | 82,441/41,220 @ $23.44 (exp. 4/1/2032); 81,901/40,950 @ $24.02 (exp. 3/10/2032); 150,208/50,068 @ $32.42 (exp. 3/1/2031); 129,157/43,049 @ $32.26 (exp. 2/25/2031) . |
| Year‑end stock price vs option strikes | $13.95 year‑end price; all listed option strikes ($23.44–$32.42) are out‑of‑the‑money at 12/31/2024 . |
Implications: Upcoming RSU vesting tranches (3/7/2025, 3/7/2026, 3/7/2027) and the 5/15/2026 cliff for converted 2023 awards create scheduled supply for sell‑to‑cover taxes, but options are currently underwater, reducing near‑term exercise pressure; hedging/pledging bans and ownership guidelines support alignment .
Employment Terms
Executive Severance (non‑CIC)
| Provision | CEO Terms |
|---|---|
| Severance multiple | 2× (base salary + target annual bonus) lump sum . |
| COBRA cash | Lump sum equal to 24 months of then‑current monthly COBRA premiums (medical/dental) . |
| Outplacement | Up to $25,000 . |
| Conditions | General release; continued compliance with non‑compete . |
| Non‑compete | 18 months post‑termination; potential monthly payments if specific employment denied due to non‑compete (lesser of prior base pay or competing offer) . |
Illustrative CEO amounts as of 12/31/2024 (company‑initiated without cause): Severance salary $1,648,000; severance cash incentive $1,812,000; COBRA $48,166; outplacement $25,000 .
Change‑in‑Control (CIC) — Double Trigger
| Provision | CEO Terms |
|---|---|
| Cash severance | 2.5× (base salary + target annual bonus) lump sum . |
| Bonus treatment | Prior year unpaid bonus (if conditions met) and pro‑rata current year incentive at target upon qualifying termination . |
| Equity | Options vest; time‑based RSUs vest; PRSUs earn greater of target or performance through CIC; then vest . |
| Benefits | Cash equivalent for two years’ life insurance coverage if not provided; two years of COBRA premiums; outplacement up to $25,000 . |
| Tax gross‑ups | None (no excise tax gross‑ups) . |
Illustrative CEO amounts as of 12/31/2024 (CIC + qualifying termination): Severance salary $2,060,000; severance cash incentive $2,266,000; 2024 EAIP at target $888,000; accelerated RSUs $7,922,624; COBRA $48,166; outplacement $25,000; DCP balance considered per plan .
Board Governance (Director Service, Committees, Independence)
- Board roles: Director since 2021; will serve as Chair effective May 7, 2025; all committees remain 100% independent with Vinit Asar as Lead Independent Director to maintain counterbalance to CEO/Chair structure .
- Committee memberships: None (management director); all standing committees (Audit, Compensation, Corporate Governance, Quality/Regulatory/Technology) are independent .
- Independence: Board is 100% independent except for the CEO; independent directors meet in executive session at each regularly scheduled meeting .
- Attendance: Board held 8 meetings in 2024; all directors attended ≥75% of meetings of the Board and committees on which they served .
- Director compensation: CEO receives no additional compensation for board service .
Compensation Structure Analysis (Alignment, Risks, Signals)
- Pay mix and leverage: 87.3% of CEO 2024 target direct compensation was variable (annual incentive and equity), emphasizing long‑term equity alignment; 2024 annual cash incentive paid 0% after NEOs voluntarily forwent payouts to fund broader team recognition .
- Metric design: 2024 EAIP tied 50% to constant‑currency sales and 50% to Adjusted EBITDA for continuing operations, with clear payout curves and negative discretion applied (from 73.1% to 47.5%) before NEOs’ forgoing payout—evidence of discipline in a transition year .
- Equity form shift: 2024 awards were 100% time‑based RSUs due to the Spine sale’s metric uncertainty, and 2023 PRSUs were converted to time‑based RSUs; while reasonable in context, this reduces performance linkage for those cycles (watch reintroduction of PRSUs) .
- Governance controls: Robust clawback policy (SEC/Nasdaq-compliant), prohibitions on hedging/pledging, double‑trigger CIC, no repricing or excise gross‑ups, and stringent ownership guidelines (5× salary for CEO) support alignment and risk mitigation .
Director Compensation, Peer Group, and Say‑on‑Pay Context
- Independent director pay and structure: Cash/equity mix with mandatory deferrals; not applicable to Jamali as a management director .
- Compensation peer group and consultant: Aon serves as independent advisor; peer set refreshed in Aug 2024 (added Artivion, AtriCure, Glaukos, Paragon 28; removed Envista, Globus Medical, ICU Medical, Integer, NuVasive) .
- Say‑on‑Pay: Annual advisory vote; 2025 proxy includes a proposal with Board recommending FOR approval .
Performance & Track Record (Tenure KPIs)
| KPI (Continuing Ops) | 2024 Result |
|---|---|
| Third‑party net sales | $449.7M . |
| Constant‑currency Adjusted EBITDA (EAIP basis) | $66.016M . |
| Net loss from continuing operations | $(33.830)M . |
| Strategic actions | Completed sale of Spine segment on April 1, 2024; transitioned to pure‑play dental company . |
Investment Implications
- Alignment: High equity ownership (3.43% of shares outstanding) and stringent holding/anti‑hedging rules support “skin‑in‑the‑game”; options are currently out‑of‑the‑money (reduced selling pressure), and RSU vesting plus 5× salary guideline should keep net shares retained, signaling alignment with long‑term value creation .
- Incentive quality: 2024’s shift to RSUs and PRSU conversion were situational due to the divestiture; monitoring the return of PRSUs and multi‑year performance constructs is key for pay‑for‑performance integrity and potential catalysts tied to dental growth and margin expansion .
- Retention/CIC economics: Double‑trigger CIC at 2.5× and non‑CIC severance at 2× (salary+target bonus), plus accelerated vesting terms, provide robust retention but are within market medtech norms; absence of gross‑ups and strong clawback offset governance risk .
- Trading signals: Scheduled RSU vesting (annual tranches and 2023‑grant cliff in 2026) may lead to periodic sell‑to‑cover flows; however, option overhang is currently not exerting selling pressure given underwater strikes; watch for any reinstatement of PRSUs tied to dental revenue/EBITDA targets as a signal of increased earnings confidence .