Vinit Asar

About Vinit Asar

Vinit Asar (age 59) is an independent Class I director of ZimVie, serving since 2022; he chairs the Quality, Regulatory & Technology Committee and is a member of the Audit, Compensation, and Corporate Governance Committees . Effective May 7, 2025, he will become ZimVie’s Lead Independent Director as the CEO assumes the Chair role, positioning him to preside over executive sessions and act as primary liaison between independent directors and management . He is Executive Chairman of Hanger, Inc. (term ending May 1, 2025) and previously served as Hanger’s President & CEO (2012–2023); earlier, he spent 18 years at Johnson & Johnson’s medtech franchises across finance, product development, manufacturing, and commercial roles . He holds a B.S. in Business Administration from Aquinas College and an MBA from Lehigh University .

Past Roles

External Roles

Board Governance

• Committees: Audit; Compensation; Corporate Governance; Quality, Regulatory & Technology (Chair) .
• Lead Independent Director: Will serve as Lead Independent Director starting May 7, 2025; responsibilities include presiding over independent sessions, agenda input, liaison to CEO, advisor retention, and participating in CEO evaluation .
• Independence: Board determined all directors other than the CEO are independent; Asar is independent under Nasdaq rules .
• Attendance: In 2024, Board met 8 times and committees 22 times; all directors attended ≥75% of their meetings; all directors except Dr. Kuntz attended the 2024 annual meeting (implying Asar attended) .
• Executive Sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; Asar will preside as Lead Independent Director starting May 7, 2025 .
• Audit Committee Financial Expert: Board designated Asar (with Matusinec and King) as an “audit committee financial expert” under SEC rules .
• Committee meeting counts (2024): Audit (8), Compensation (6), Corporate Governance (4), Quality, Regulatory & Technology (4) .
• Director overboarding policy: Non-employee directors limited to serving on no more than three other public company boards (Asar currently listed with one) .

Fixed Compensation

• Director retainer structure (2024): $70,000 annual director retainer; committee chair annual retainers: Audit $25,000; other committees $15,000; non-executive Chair retainer $75,000; multiple committee participation retainer $15,000 if on >2 committees without chair role; paid quarterly .
• Equity and deferrals: Annual grant of 500 DSUs; mandatory deferral of 50% of cash retainer into DSUs until a director reaches 5,000 DSUs; in 2024, no DSUs were granted via mandatory deferral because all non-employee directors had reached the minimum ownership level prior to 2024 .
• RSU settlement/vesting: Director RSUs vest immediately but are mandatorily deferred until the later of the third anniversary of grant or termination of Board service; settled in shares .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Medtech operating leadership across product development, manufacturing, and commercial functions; extensive executive experience leading regulated, global healthcare enterprises .
• Finance and capital markets acumen; recognized by Board as an audit committee financial expert .
• Regulatory, quality, and technology oversight; serves as Chair of Quality, Regulatory & Technology Committee .
• Education: B.S., Aquinas College; MBA, Lehigh University .

Equity Ownership

• Additional note: Excludes DSUs that will be settled in cash after termination; Asar holds 3,538 such DSUs, which are not included in the above table totals .
• Hedging/pledging: Directors prohibited from hedging and pledging; none of the shares owned by current directors/executive officers have been pledged .
• Director ownership alignment: Annual 500 DSUs and mandatory deferral of 50% of retainer into DSUs until 5,000 DSUs; proxy indicates all non-employee directors had reached this minimum prior to 2024 .

Governance Assessment

• Positives

  • Independent, multi-committee engagement with chair role in quality/regulatory/technology—a critical oversight area for medical devices; designated audit committee financial expert, strengthening financial oversight .
  • Will serve as Lead Independent Director, enhancing independent leadership as the CEO assumes Chair; robust responsibilities, including presiding over executive sessions and facilitating agenda/flow of information .
  • Strong attendance culture (≥75% for all directors) and regular independent executive sessions; sunset of classified board beginning 2026; majority voting and resignation policy .
  • Director pay mix balanced with meaningful equity subject to mandatory deferral, aligning economic interests with long-term shareholders .
  • Clear prohibitions on hedging/pledging and a clawback framework for executives; rigorous stock ownership and deferral design for directors .

• Watch items

  • Workload/capacity: Concurrent service as Lead Independent Director plus chairing and serving on multiple committees may concentrate responsibilities; however, current public board commitments remain within policy limits .
  • Related-party/transactions: No related person transactions disclosed; Audit Committee reviews/approves any such transactions under Item 404 policy—continue monitoring, especially given broad healthcare network ties .

• Overall implication

  • Asar’s deep medtech operating background and committee leadership, combined with his forthcoming Lead Independent Director role, should bolster board effectiveness and investor confidence in oversight of quality, regulatory, and strategic risk, while his compensation structure and ownership deferrals indicate alignment with long-term shareholders .