ZBH 8-K
Zimmer Biomet Holdings, Inc. (ZBH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 27, 2025, Zimmer Biomet Holdings, Inc. (the “Company”) announced that Kevin Thornal has been appointed to the newly-created position of Group President, Global Businesses and the Americas of the Company, effective July 1, 2025.
Prior to joining the Company, Mr. Thornal, age 51, served as President and Chief Executive Officer of Nevro Corp. from April 2023, and as a member of its Board of Directors from May 2023, until the completion of its acquisition by Globus Medical, Inc. in April 2025. He previously served as the Group President of Global Diagnostic Solutions at Hologic, Inc. (“Hologic”) from April 2022 to April 2023. Mr. Thornal served in several leadership positions with increasing levels of responsibility at Hologic from 2014 to April 2023. Prior to Hologic, Mr. Thornal held several roles of increasing responsibility at Stryker Corp. from 2004 to 2014 in sales, marketing, and business development.
There are no arrangements or understandings between Mr. Thornal and any other persons pursuant to which he was selected as an officer of the Company. He has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Thornal’s appointment, Mark Bezjak, President, Americas, will continue to hold such office but will cease to be an executive officer of the Company at the time Mr. Thornal joins the Company.
Employment Arrangements with Mr. Thornal
Mr. Thornal’s employment with the Company will be on an at-will basis. On May 20, 2025, Mr. Thornal accepted a written offer letter from the Company establishing his compensation as Group President, Global Businesses and the Americas (the “Offer Letter”). On May 22, 2025, the Company entered into a Change in Control Severance Agreement and an Indemnification Agreement with Mr. Thornal. On May 24, 2025, the Company entered into an Employee Non-Disclosure, Trade Secret and Intellectual Property Agreement with Mr. Thornal.
Offer Letter
The Offer Letter provides that Mr. Thornal will be paid an initial annual base salary of $850,000, and he will participate in the Company’s Executive Performance Incentive Plan, as amended (the “EPIP”), with his target annual bonus opportunity for 2025 to be 100% of his base salary (prorated for a partial year of service in 2025), subject to the attainment of pre-established performance goals. He will receive the following equity awards for 2025 under the Company’s 2009 Stock Incentive Plan, as amended (the “2009 Plan”), each with a grant date of the first trading day of the month following his start date: (i) restricted stock units (“RSUs”) with a grant date fair value of approximately $2,650,000 that will vest ratably on the first three (3) anniversaries of the grant date; and (ii) performance-based restricted stock units (“PRSUs”) with a grant date fair value of approximately $2,650,000, having substantially identical performance measures, vesting date and other terms as the annual award of PRSUs granted by the Compensation and Management Development Committee (“Compensation Committee”) in February 2025. Thereafter, Mr. Thornal will be eligible for grants under the 2009 Plan in the discretion of the Compensation Committee. Each equity award granted to Mr. Thornal will be subject to the terms and conditions of the 2009 Plan and the applicable award agreement.
The EPIP and the 2009 Plan were incorporated by reference as exhibits to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2025.
The Offer Letter further provides that Mr. Thornal will participate in the Company’s Restated Executive Severance Plan (the “Severance Plan”), which provides that in the event that Mr. Thornal’s employment is involuntary terminated without cause, he would be entitled to severance benefits of one times the sum of his base salary and target annual bonus, as well as a cash payment equal to twelve (12) months of COBRA premiums (medical and dental) based on his coverage in effect immediately prior to his separation. The foregoing severance benefits would be subject to his execution of a general release of claims in favor of the Company and applicable terms and conditions set forth in the Severance Plan. The Severance Plan was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2018, and
is incorporated herein by reference as Exhibit 10.4; a summary of the Severance Plan is included in the Company’s definitive proxy statement filed with the SEC on April 14, 2025 (the “2025 Proxy Statement”) under “Executive Compensation – Executive Severance Plan.”
Mr. Thornal will also be entitled to participate in the same compensation and benefit arrangements available to other officers of the Company. Information regarding such arrangements is included in the 2025 Proxy Statement.
The foregoing summary of the Offer Letter is qualified in its entirety by the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Change in Control Severance Agreement
The Change in Control Severance Agreement with Mr. Thornal has a term ending December 31, 2025, with one-year extensions thereafter unless either party gives written notice not to extend the agreement at least 30 days prior to the end of the then-current term or unless a “change in control” occurs (as such term is defined in the agreement). If a change in control occurs during the term of the Change in Control Severance Agreement, the agreement will continue in effect for a period of 24 months from the end of the month in which the change in control occurs.
Under the Change in Control Severance Agreement, if Mr. Thornal’s employment is terminated during the term of the agreement following a change in control of the Company other than (i) by the Company for “cause,” (ii) by reason of Mr. Thornal’s death, or (iii) by Mr. Thornal without “good reason” (as such terms are defined in the agreement), Mr. Thornal would be entitled to receive: (a) a lump sum payment equal to two times the sum of his base salary and target annual bonus opportunity; and (b) a lump sum amount equal to any unpaid incentive compensation allocated or awarded to him for the completed calendar year preceding the date of termination and a pro rata portion to the date of termination of the aggregate value of all contingent incentive compensation awards to him for the current calendar year at the target level. If, prior to a change in control, Mr. Thornal’s employment is terminated without cause at the direction of a person who has entered into an agreement with the Company, the consummation of which would constitute a change in control, or by Mr. Thornal for good reason if the circumstance or event that constitutes good reason occurs at the direction of such person, Mr. Thornal would be entitled to receive: (a) a lump sum payment equal to two times the sum of his base salary and the amount of the largest aggregate annual bonus paid to him with respect to the three years immediately prior to the year in which the notice of termination was given; and (b) a lump sum amount equal to any unpaid incentive compensation allocated or awarded to him for the completed calendar year preceding the date of termination, provided that the performance conditions applicable to such incentive compensation are met, and an amount equal to a pro rata portion to the date of termination of the average annual award paid to him under the Company’s incentive compensation plans during the three years immediately prior to the year in which the notice of termination was given.
The Change in Control Severance Agreement also provides that, under the employment termination circumstances described in the preceding paragraph, (i) all outstanding stock options granted to Mr. Thornal would become immediately vested and exercisable, and (ii) to the extent not otherwise provided under the applicable award agreement, any restrictions on outstanding shares of common stock would immediately lapse. In addition, Mr. Thornal would be entitled to receive a lump sum cash amount equal to the unvested portion, if any, of the Company’s matching contributions (and attributable earnings) credited to him under the Company’s 401(k) plan and the Amended and Restated Zimmer Biomet Deferred Compensation Plan. He would also receive a lump-sum payment equal to 24 times the monthly COBRA premium then charged for the same level of medical and dental coverage he had in effect immediately prior to his termination, and the Company would arrange to provide life insurance coverage for a 24-month period substantially similar to the coverage in effect immediately prior to his termination. In addition, the Company would provide Mr. Thornal with outplacement services for up to six months following his termination.
The Change in Control Severance Agreement does not provide for any tax gross-up payments. Further, it provides that in the event amounts payable to Mr. Thornal under the Change in Control Severance Agreement or otherwise in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”), then the value of those payments will either (i) be reduced to the extent necessary so that the payments will not trigger that Excise Tax, or (ii) be paid in full, depending on which course of action would result in the better net after-tax result for Mr. Thornal, taking into account the Excise Tax and any other applicable tax.
All severance payments and benefits under the Change in Control Severance Agreement are subject to the execution of a general release of claims in favor of the Company.
The foregoing summary of the Change in Control Severance Agreement is qualified in its entirety by the full text of the form of Change in Control Severance Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Employee Non-Disclosure, Trade Secret and Intellectual Property Agreement
The Employee Non-Disclosure, Trade Secret and Intellectual Property Agreement with Mr. Thornal provides, among other matters, that while he is employed by the Company and thereafter, he will be prohibited from using the Company’s trade secret information to solicit any employees or customers of the Company or its subsidiaries or affiliates. At all times while Mr. Thornal is employed by the Company and thereafter, he will be subject to certain confidentiality covenants.
The foregoing summary of the Employee Non-Disclosure, Trade Secret and Intellectual Property Agreement is qualified in its entirety by the full text of the Employee Non-Disclosure, Trade Secret and Intellectual Property Agreement, a copy of which is attached hereto as Exhibit 10.5 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a press release on May 27, 2025 announcing the leadership transition described in Item 5.02 above, which is furnished as Exhibit 99.1 to this report.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 27, 2025
| ZIMMER BIOMET HOLDINGS, INC. | ||
| By: | /s/ Chad F. Phipps | |
| Name: | Chad F. Phipps | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Exhibit 10.1
Confidential
May 20, 2025
Kevin Thornal
[***]
[***]
Dear Kevin,
We are pleased to offer you the position of Group President, Global Businesses and the Americas reporting to me. You will be paid a gross annual salary of $850,000 in bi-weekly installments and your salary grade will be a Z02. Your position is exempt, as such, your annual salary is intended to compensate you for all hours worked and you will not be eligible to receive overtime pay. Your anticipated start date is July 1st.
Please remember that this offer is conditioned upon your successful completion of a pre-employment background check and drug screening and on other terms and conditions described in this offer letter. Additionally, you will be required to demonstrate proof of your legal authorization to work in the United States. You agree to produce documents consistent with the “List of Acceptable Documents” on the I-9 form (Employment Eligibility Verification). If you do not provide the required documentation within the first three days of employment, your employment will be subject to termination.
Neither this letter nor any other written or oral statement by the company, including any policy manual or handbook, creates a contract of employment, express or implied, or a guarantee of employment for any specific time-period. At all times, your employment will be at will, meaning either you or Zimmer Biomet may terminate your employment for any reasons and at any time, with or without notice.
Annual Merit Adjustment
Beginning in 2026, you will be eligible for Zimmer Biomet’s annual merit review process which involves possible base pay adjustments consistent with your job performance. Your first merit adjustment may be pro-rated, depending on your hire date.
Executive Performance Incentive Plan
You will be eligible to earn an annual bonus under the Zimmer Biomet Holdings, Inc. Executive Performance Incentive Plan (“EPIP”), subject to the terms of that EPIP, which may be changed by the company in its sole discretion. Your current target bonus in this position is 100% of your eligible earnings for the 2025 bonus year. The bonus that you may earn under the Plan may be more or less than this target percentage, depending on actual year-end results for the established performance measures, and the application of applicable modifiers, if any. Annual bonuses under the EPIP are paid by March 15th of the year following the performance year. You generally must remain employed by Zimmer Biomet at the time of bonus payout to earn the bonus. If you commence employment after October 1 of a calendar year, you are not eligible to earn a bonus in respect of such year under the EPIP.
Long Term Incentive (“LTI”) Plan
Based on your performance, you may be eligible to receive annual Zimmer Biomet equity awards beginning in 2025 at the discretion of the Compensation and Management Development Committee (“Committee”) of the Board of Directors. These grants provide opportunities for long-term compensation and ownership of the company and are subject to the terms of the applicable grant award and the 2009 Zimmer Biomet Holdings, Inc. Stock Incentive Plan, as amended (“LTI Plan”). For 2025, your estimated LTI grant date fair market value in this role will be approximately $5,300,000. We anticipate the grant date of the 2025 award will be the first trading day of the month following your start date.
Change In Control (CIC) Severance Agreement
In your role, you will be offered a CIC Severance Agreement, subject to your execution of a confidentiality, non-competition and non-solicitation (or similar) agreement. The CIC Severance Agreement would provide you an enhanced severance benefit opportunity for a period of time following a change in control of Zimmer Biomet should your employment be terminated by the company without cause or by you for good reason, both as defined in the agreement. Once you return the confidentiality, non-competition and non-solicitation agreement, we will prepare the CIC Severance Agreement. Your continued eligibility for potential CIC severance benefits in the event of a change in control would be in accordance with the terms of the agreement.
Executive Severance Plan
In your role, you will be eligible to participate in our Executive Severance Plan. In the event of your involuntary separation from employment without cause as defined under the plan, your severance benefit would include the sum of your final base salary and final target bonus, plus 12 months of COBRA premium subsidy (medical and dental) based on your coverage in effect immediately prior to your separation. Payment would be made in lump-sum form, less applicable tax withholdings, subject to your entering into a general release in the form provided by the company. There would be no duplication of benefits provided under the CIC Severance Agreement or otherwise. Your continued eligibility for participation in this plan will be in accordance with the terms of the plan as defined and administered by the company, taking into account any change in your job Z-grade, role and responsibilities in the company.
Executive Officer (Section 16)
We expect that you will be designated by the Board of Directors as an “officer” of Zimmer Biomet for purposes of Rule 16a-1(f) and as an “executive officer” for purposes of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. As an executive officer, you will be subject to stock ownership guidelines established by the Board of Directors in order to align the interests of executive officers more closely with those of stockholders. The guidelines will require you to own shares with a value equal to at least three (3) times your base salary. Under the guidelines, all shares you hold, including time-based RSUs (but excluding unvested performance-based RSUs), will count toward this ownership requirement. You will have up to five (5) years to achieve the required level of stock ownership. Additionally, if you are designated as a named executive officer for a year, you must additionally retain at least one-quarter (25%) of the net after tax shares that you receive through LTI for that year. Further, every executive officer must obtain clearance prior to selling any shares of company common stock, in part to ensure that all officers remain in compliance with these stock ownership guidelines.
Please note in particular that any amount payable or paid to you pursuant to the EPIP or LTI Plan or any other similar incentive-based compensation may be subject to forfeiture or repayment in accordance with company policy, applicable plan document or award agreement as approved, adopted and/or revised by the Board or Committee from time to time, and/or subject to recoupment as required by any other provisions of any law (including, without limitation, Section 10D of the Securities Exchange Act of 1934, as amended, and Section 303A.14 of the New York Stock Exchange Listed Company Manual), governmental regulation or stock exchange listing requirement. By signing below you acknowledge your understanding that any such repayment obligation will apply notwithstanding anything else stated in this letter.
Section 409A
To the extent that any payments or benefits under this letter are deemed to be subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder in order to (a) preserve the intended tax treatment of the benefits provided with respect to such payments and (b) comply with the requirements of Section 409A of the Code. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. Nothing in this letter shall be construed as a guarantee by the company of any particular tax effect. The company shall not be liable to you for any tax, penalty, or interest imposed on any amount paid or payable hereunder by reason of Section 409A, or for reporting in good faith any payment made under this letter as an amount includible in gross income under Section 409A.
Benefits
You are eligible for Zimmer Biomet’s competitive benefits offering, including health, dental, vision, disability, savings plan, and other benefits, all subject to the terms of the applicable plans. Details on Zimmer Biomet’s US benefit plans can be found on the “Welcome to Zimmer Biomet” website. You understand that if you wish to enroll in Zimmer Biomet’s medical plan (and certain other benefit plans), generally you must enroll within 31 days of your arriving in US or during the annual open enrollment period.
The terms and conditions of each benefit plan are governed by the plan documents or insurance policies (as amended from time to time in Zimmer Biomet’s discretion). The terms of the plan documents will control. Zimmer Biomet reserves the right to change or discontinue these benefits at any time in its discretion.
Time Off
You are eligible for 30 days of paid time off (“PTO”) per calendar year with the opportunity to earn additional days of PTO based on years of service. See the PTO policy for additional details. You will also be eligible for holidays and any other leave or time off provided pursuant to company policy or applicable law.
Repayment Obligation/Company’s Right to Offset
If you leave the company, you agree that you will be required to repay any amounts you may owe the company as of your last day of employment, except as set forth herein to the contrary. You also agree that the company, to the extent permitted by law, will be able to deduct and offset any amounts you owe from or against any payments to be made to you, including but not limited to payments for wages, bonuses, expenses, or vacation pay and you agree to reimburse the company for any remaining balance owed after such deduction or offset. Finally, you agree to execute any agreement presented by Zimmer Biomet related to your repayment obligation.
Restrictive Covenant Agreement
This offer is contingent upon your agreement to the Non-Disclosure and Intellectual Property Agreement or Restrictive Covenant, Non-Disclosure and Intellectual Property Agreement, which will be sent to you through DocuSign.
Obligations to Other Employers
By accepting this offer, you are affirming you do not have any contractual obligations (such as a non-competition and/or non-solicitation agreement) with a former or current employer that prevent you from being employed by Zimmer Biomet.
Ethics and Compliance
Zimmer Biomet is committed to being a leader in the area of ethics, compliance, and information security. Every day we strive for the highest standards of patient safety, quality and integrity in all that we do. We’ve implemented a best-in-class compliance program to prevent and detect potential violations of applicable laws, regulations, and industry codes. Your employment with Zimmer Biomet will be contingent upon your adherence with company policies and procedures including, but not limited to upholding industry standard information security reputable practices in protecting Zimmer Biomet’s information assets, equipment and facilities.
Conflicts of Interest
Prior to commencing employment you must, in accordance with the company’s Conflicts of Interest Policy, disclose any Close Personal Relationship[1] you have with any company employee if: (1) one of the two of you would be in the reporting line of the other; (2) one of you would act as the other’s supervisor, manager or lead, whether or not the two of you would share a formal reporting line; (3) one of you is in a Corporate gatekeeping function (e.g., Legal, Compliance, Finance, Internal Audit, Human Resources, Trade Compliance); or (4) one of you is on the Leadership Team or otherwise is or would be in a Senior Vice President or higher role. You must also disclose to Human Resources any such Close Personal Relationship with a leased staff person assigned to work for Zimmer Biomet or with a Zimmer Biomet contractor.
You must also disclose any Close Personal Relationship or other potential conflict (e.g., a non-Zimmer Biomet business relationship) that you have with any Healthcare Professionals[2] or other Public Officials[3] or any other potential conflicts (e.g., ownership or investment in a Zimmer Biomet supplier or business partner) that might interfere or appear to interfere with your employment for Zimmer Biomet. Human Resources and/or Compliance will determine whether the disclosed relationship poses an actual or potential conflict of interest, and if so, what will be done to address the conflict.
Please note that Zimmer Biomet reserves the right to revise, supplement, or rescind from time to time and as it deems appropriate any policies or plans referenced in this letter or applicable to your employment. By signing below, you agree that this offer letter constitutes the entire understanding and agreement between the company and you with respect to this offer and supersedes all prior and simultaneous verbal or written agreements, understandings or communications regarding this offer.
Kevin, congratulations on being offered the position of Group President, Global Businesses and the Americas. We are very excited to have you join us and are looking forward to your acceptance. Please sign your acceptance of this offer below by May 22, 2025, or the offer is void. By signing this letter below, you are representing that you desire to become employed by the company under the terms described in this letter.
We believe that you will make a valuable contribution and will find your career with Zimmer Biomet challenging and rewarding. Should you have any questions, please contact me at [***] or [***].
Sincerely,
/s/ Ivan Tornos
Ivan Tornos, CEO
Zimmer Biomet
I hereby accept this offer of employment as outlined above:
| /s/ Kevin Thornal | May 20, 2025 | |
| Signature | Date |
Kevin Thornal
| [1] | A “Close Personal Relationship” is defined as a parent, sibling, child, grandparent, or grandchild, whether by birth or adoption; a similar step- and half- relative or in-law; a spouse or domestic partner; or an individual with whom the Team Member is involved in a romantic and/or sexual relationship. |
| [2] | A “Healthcare Professional” is defined as an individual, entity, or employee of such entity, within the continuum of care of a patient, which may purchase, lease, recommend, use, prescribe, or arrange for the purchase or lease of Zimmer Biomet products and services. |
| [3] | A “Public Official” is defined as any officer, agent, or employee or any person acting for or on behalf of: (1) a government, including any legislative, administrative, or judiciary branch of such government; (2) any department, agency, or instrumentality of a government, including wholly or majority state-owned or controlled enterprises; (3) any public international organization, such as the United Nations or World Health Organization; (4) a political party (including the political party itself); or (5) any candidate for political office. |
Exhibit 10.5
EMPLOYEE NON-DISCLOSURE, TRADE SECRET
AND INTELLECTUAL PROPERTY AGREEMENT
This Employee Non-Disclosure, Trade Secret and Intellectual Property Agreement (“Agreement”) is made and entered into by and between Zimmer Biomet Holdings, Inc., a corporation having its principal headquarters in Warsaw, Indiana, and Kevin Thornal (“Employee”).
Recitals
A. For purposes of this Agreement, the term “Company” means Zimmer Biomet Holdings, Inc., Zimmer, Inc., Zimmer US, Inc. and/or any or each of their parents, affiliates, and direct or indirect subsidiaries (including but not limited to Biomet, Inc. and its affiliates, parents or direct or indirect subsidiaries), as well as any successors-in-interest to Zimmer Biomet Holdings, Inc., Zimmer, Inc., Zimmer US, Inc. and/or to any of their parents, affiliates, and direct or indirect subsidiaries.
B. Company desires to employ Employee, and/or to provide Employee other valuable consideration, which may include without limitation such consideration as a job promotion, an increase in compensation, and/or an equity award, provided it is afforded the protections of this Agreement. Employee desires to be employed by Company and/or to receive such other valuable consideration and is willing to be bound by the provisions of this Agreement.
C. In the course of Employee’s employment with Company, Employee (i) has and/or will have access to and has and/or will acquire certain Trade Secret Information and Confidential Information of Company, (ii) has contributed to or created and/or may contribute to or create Inventions or Works relating to Company’s business and (iii) has helped and/or will help develop and maintain goodwill with Company’s customers and other business relationships.
D. To induce Company to employ Employee and/or provide Employee other valuable consideration and to give Employee access to certain of Company’s Trade Secret Information, Confidential Information and customer relationships, Employee is willing to enter into this Agreement for the protection of Company’s Trade Secret Information, Confidential Information, intellectual property and goodwill.
Agreement
In consideration of the foregoing recitals, Company’s employment of Employee and/or other valuable consideration as described above, and the promises and covenants contained in this Agreement, Company and Employee agree and intend to be legally bound as follows:
1. Best Efforts and Duty of Loyalty. During Employee’s employment with Company, Employee (a) will devote Employee’s best efforts to the furtherance of the business of Company; (b) will not engage, directly or indirectly, in any activity, employment, or business venture, whether or not for remuneration, that is competitive with Company’s business in any respect or make any preparations to engage in any competitive activities; and (c) will not take any action, or make any omission, that deprives Company of any business opportunities or otherwise act in a manner that conflicts with the best interest of Company or is detrimental to the business of Company.
2. Company Property. All materials, equipment (including but not limited to computers and mobile phones), documents, copies of documents, data compilations (in whatever form), and electronically created or stored materials that Employee receives or makes in the course of Employee’s employment with Company are and shall remain the exclusive property of Company, and Employee shall immediately return such property (and all copies thereof) to Company upon Company’s request or upon termination of Employee’s employment with Company.
3. Intellectual Property.
a. Invention Defined. The term “Invention” includes, but is not limited to ideas, programs, processes, systems, intellectual property, discoveries, and/or improvements which Employee discovers, invents, originates, develops, makes, or conceives alone or in conjunction with others which relate to Company’s present or future business during Employee’s employment with Company and/or within six (6) months after Employee’s employment ends. An Invention is covered by this Agreement regardless of whether (i) Employee conceived of the Invention in the scope of Employee’s employment; (ii) the Invention is patentable; or (iii) Company takes any action to commercialize or develop the Invention.
b. Ownership of Inventions. Inventions are solely the property of Company. Employee agrees that by operation of law and/or the effect of this Agreement, Employee does not have any rights, title, or interest in Inventions. Notwithstanding, Employee may be recognized as the inventor of an Invention without retaining any other rights associated therewith.
c. Disclosure and Assignment of Inventions. Employee hereby assigns to Company all right, title and interest Employee may have in any Employee agrees to: (i) promptly disclose all such Inventions in writing to Company; (ii) keep complete and accurate records of all such Inventions, which records shall be Company property and shall be retained on Company premises; and (iii) execute such documents and do such other acts as may be necessary in the opinion of Company to establish and preserve Company’s property rights in all such Inventions. The definition of Invention in this Agreement does not apply to an invention that qualifies fully under the provisions of California Labor Code section 2870. That section provides: “(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”
2
d. Works of Authorship. All written, graphic or recorded material and all other works of authorship fixed in a tangible medium of expression (including but not limited to computer software) made or created by Employee, solely or jointly with others, during Employee’s employment with Company and relating to Company’s business, actual or contemplated, shall be the exclusive property of Company (collectively “Works”). Company will have the exclusive right to copyright such Works. Employee agrees that if any Work created by Employee while employed by Company, whether or not created at the direction of Company, is copyrightable, such Work will be a “work made for hire,” as that term is defined in the copyright laws of the United States. If, for any reason, any copyrightable Works created by Employee are excluded from that definition, Employee hereby assigns and conveys to Company all right, title and interest (including any copyright and renewals) in such Works.
e. Attribution and Use of Works and Inventions; Waiver of Assertion of “Moral” Rights in Inventions and Works. Employee agrees that Company and its licensees are not required to designate Employee as author, inventor or developer of any Works or Inventions when distributed or otherwise. Employee hereby waives, and agrees not to assert, any “moral” rights in any Inventions and Works. Employee agrees that Company and its licensees shall have sole discretion with regard to how and for what purposes any Inventions or Works are used or distributed.
f. Employee Cooperation in Establishment of Company Proprietary Rights. Employee will sign documents of assignment, declarations and other documents and take all other actions reasonably required by Company, at Company’s expense, to perfect and enforce any of its proprietary rights. In the event Company is unable, for any reason whatsoever, to secure Employee’s signature to any lawful or necessary documents required to apply for, prosecute, perfect, or assign any United States or foreign application for Letters Patent, trademark, copyright registration, or other filing to protect any Invention or Work, Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act for and on Employee’s behalf, to execute and file any such application, registration or other filing, and to do all other lawfully permitted acts to further the prosecution, issuance or assignment of Letters Patent or other protections on such Inventions, or registrations for trademark or copyright or other protections on such Works, with the same force and effect as if executed by Employee.
4. Confidential Information.
a. Confidential Information Defined. The term “Confidential Information” includes, but is not limited to, any and all of Company’s trade secrets, confidential and proprietary information, and all other non-public information and data of or about Company or its business, including, without limitation, lists of customers; information pertaining to customers; information received from customers; information pertaining to business partners; information received from business partners; information received from any third parties that Company is obligated to keep confidential; marketing plans and strategies; non-public financial information including budgets, sales data, sales forecasts, sales quotas, and information regarding profits or losses; office optimization and logistics information; information pertaining to suppliers; information pertaining to distributors and sales channel structures; pricing information; discount schedules; costing information; research and development information;
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business methods and processes; programs; inventions; computer codes; proprietary software; business plans; financial information; contract information; data compilations; personnel information; compensation structure, schedules and plans; and information about current or prospective customers or current or prospective products and services, whether or not reduced to writing or other tangible medium of expression, including, without limitation, work product created by Employee in rendering services for Company. Confidential Information does not include information, which becomes generally known other than through disclosure (whether deliberate or inadvertent) by Employee or another person who has an obligation of confidentiality to Company. Employee acknowledges that certain Confidential Information may be entitled to additional protection as a “trade secret” under applicable law (“Trade Secret Information”).
b. Employee Obligations Regarding Confidential Information. During Employee’s employment with Company and thereafter, Employee will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any of Confidential Information, except as authorized in writing by Company or in the performance of work assigned to Employee by Company, or except as specifically allowed or required under applicable law. Employee agrees that Company owns the Confidential Information and Employee has no rights, title or interest in any of the Confidential Information. Additionally, Employee will abide by Company’s policies protecting the Confidential Information. At Company’s request or upon termination of Employee’s employment with Company, Employee will immediately deliver to Company any and all materials (including all copies and electronically stored data) containing any Confidential Information in Employee’s possession or subject to Employee’s custody or control. Upon termination of Employee’s employment with Company for any reason, Employee will, if requested by Company, provide Company with a sworn written statement disclosing whether Employee has returned to Company all materials (including all copies and electronically stored data) containing any Confidential Information previously in Employee’s possession or subject to Employee’s custody or control. Employee’s confidentiality obligations shall continue as long as the Confidential Information remains confidential, and shall not apply to information which becomes generally known to the public through no fault or action of Employee. Nothing in this Agreement restricts non-supervisory and non-managerial employees from discussing information pertaining to the terms, conditions, compensation, and benefits of their employment with other Company employees or third parties. The Federal Defend Trade Secrets Act provides that individuals may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and the individual does not disclose the trade secret except pursuant to a court order. This Agreement does not, in any manner, prevent employees from filing a complaint with, providing information to, or participating in an investigation conducted by, the Securities and Exchange Commission, the United States Equal Opportunity Commission or any other governmental or law enforcement agency.
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5. Restrictive Covenants Protecting Trade Secret Information. Employee agrees to the following restrictive covenants, which Employee acknowledges are necessary to protect Company’s Trade Secret Information:
a. During Employee’s employment with Company and after the termination of such employment for any reason, Employee will not, directly or indirectly, use any of Company’s Trade Secret Information to solicit or attempt to solicit any of Company’s customers.
b. During Employee’s employment with Company and after the termination of such employment for any reason, Employee shall not, without the prior written consent of Company, directly or indirectly, on Employee’s own behalf, or on behalf of any other person, firm, corporation or business entity, use Company’s Trade Secret Information to solicit or have discussions or other communication with any employee, contractor or agent of Company, for the purpose of causing that individual to terminate its relationship with Company to become employed or associated with a competitor of Company.
c. Employee acknowledges that Company has a legitimate interest in protecting and preserving its Trade Secret Information and the covenants contained in this Section 5 are necessary and intended to protect this valuable information. Employee further acknowledges that Trade Secret Information, (including, without limitation, customer-related information, such as product preferences, business needs/preferences, purchasing habits, and customer-specific pricing) is not a matter of public or general knowledge, has been developed by Company at substantial cost and expenses, and is extremely valuable and could not be easily replicated.
d. Employee acknowledges and agrees that the covenants contained in this Section 5 prohibit Employee from engaging in certain activities directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, regardless of the capacity in which Employee is acting, including without limitation as an employee, independent contractor, owner, partner or advisor.
e. In the event Employee violates any of the restrictive covenants contained in this Section 5, the duration of all such restrictive covenants shall automatically be extended by the length of time during which Employee was in violation of any such covenant, including, but not limited to, an extension equal to the period from the date of Employee’s first violation until an injunction is entered enjoining such violation.
6. No Malicious Disparaging or Defamatory Statements.
During Employee’s employment with Company and after the termination of such employment for any reason, Employee will not make or publish any maliciously disparaging or defamatory statements about Company; about Company’s products, processes, applications, or services; or about Company’s business, parents or affiliates, or officers, directors, employees or agents. Maliciously disparaging statements include, but are not limited to, negative statements regarding Company’s products, services and/or business practices; provided, however, nothing herein shall prohibit Employee from providing any information as may be compelled by law or from making disclosures specifically allowed or required under applicable law or from disclosing information about unlawful or potentially unlawful conduct in the workplace.
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7. Severability. Employee and Company consider the non-disclosure and other covenants contained in this Agreement to be reasonable in all respects, particularly given that Company is engaged in a highly competitive business; Employee will serve a key role with Company; and Employee will be privy to a substantial amount of Company’s Trade Secret Information and Confidential Information. Employee and Company acknowledge and agree that (i) the covenants and restrictions in this Agreement are separate and divisible and (ii) to the extent any covenant, provision or portion of this Agreement is determined to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of this Agreement.
8. Remedies. Employee acknowledges that a breach or threatened breach by Employee of this Agreement will give rise to irreparable injury to Company and that money damages will not be adequate relief for such injury, and, accordingly, agrees that Company shall be entitled to obtain equitable relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to post any bond or other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available, including the recovery of monetary damages from Employee. In the event of any dispute between the parties concerning the terms and provisions of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.
9. Survival of Obligations. Employee acknowledges and agrees that certain of Employee’s obligations under this Agreement, including, without limitation, Employee’s non-disclosure obligations, shall survive the termination of Employee’s employment with Company, whether such termination is with or without cause and whether it is voluntary or involuntary. Employee acknowledges and agrees that nothing in this Agreement alters the at-will nature of Employee’s employment and that either Company or Employee may terminate the employment relationship at any time, with or without cause or notice. Employee further acknowledges and agrees that (a) Employee’s intellectual property and non-disclosure covenants set forth in Sections 3, 4, and 5 of this Agreement shall be construed as independent covenants and that no breach of any contractual or legal duty by Company shall be held sufficient to excuse or terminate Employee’s obligations under Sections 3, 4, and 5 of this Agreement or to preclude Company from obtaining injunctive relief for Employee’s violation or threatened violation of such covenants; and (b) the existence of any claim or cause of action by Employee against Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to Company’s enforcement of Employee’s obligations under Sections 3, 4, and 5 of this Agreement.
10. No Conflicting Agreements; No Use of Others’ Trade Secrets. Employee represents and warrants to Company that: (a) Employee’s employment by Company and the performance of Employee’s employment duties will not constitute a breach of any agreements to which Employee is a party, including without limitation any employment or non-competition agreement with any former employer; and (b) Employee has not disclosed and will not disclose to Company and will not use or disclose during the performance of Employee’s employment services for Company any documents, materials or information with respect to which Employee is subject to any legally enforceable restrictions or obligations as to confidentiality or secrecy.
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11. Reasonableness of Terms. Company and Employee acknowledge and agree that the restrictions imposed upon Employee under this Agreement are reasonable and necessary for the protection of Company’s legitimate interests, including without limitation for the protection of Company’s Trade Secret Information. Employee further acknowledges and agrees that the restrictions set forth in this Agreement will not pose any unreasonable hardship on Employee and that Employee will have a reasonable opportunity to earn a livelihood without violating any provision of this Agreement.
12. Common Law and Applicable Statutes. Company and Employee further acknowledge and agree that this Agreement is intended, among other things, to supplement the provisions of the Uniform Trade Secrets Act, as amended from time to time, and the duties Employee owes to Company under the common law, including, but not limited to, the duty of loyalty, and this Agreement does not nullify any legal duties or obligations Employee owes to Company under the common law or applicable statutes.
13. Enforcement. The parties agree that Zimmer Biomet Holdings, Inc., Zimmer, Inc., Zimmer US, Inc. and/or any or each of their affiliates, parents, or direct or indirect subsidiaries (including but not limited to Biomet, Inc. and its direct or indirect subsidiaries), as well as any successor-in-interest to Zimmer Biomet Holdings, Inc., Zimmer, Inc., Zimmer US, Inc. and/or to any of their direct or indirect subsidiaries, affiliates, or parents are express and intended parties to and beneficiaries of this Agreement, with full rights to enforce this Agreement independently or in conjunction with each other.
14. Successors and Assigns. Company shall have the right to assign this Agreement. This Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of Company, including without limitation by asset assignment, stock sale, merger, consolidation or other corporate reorganization, and shall be binding on Employee. Employee shall not have the right to assign this Agreement.
15. No Waiver. The failure of Company to insist in any one or more instances upon such performance of any provision of this Agreement or to pursue its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights.
16. Entire Agreement; Modification. This Agreement constitutes the entire agreement of the parties with respect to the subjects specifically addressed herein, and supersedes any prior agreements, understandings, or representations, oral or written, on the subjects addressed herein. This Agreement may not be amended, supplemented, or modified except by a written document signed by both Employee and a duly authorized officer of Company.
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17. Counterparts. This Agreement may be executed in one or more counterparts (or upon separate signature pages bound together into one or more counterparts), all of which taken together shall constitute one agreement. Signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for execution of this Agreement.
Employee’s signature below indicates that Employee has read the entire Agreement, Employee understands what Employee is signing, and is signing it voluntarily. Employee agrees that Company advised Employee to consult with an attorney prior to signing the Agreement.
| “EMPLOYEE” |
| /s/ Kevin Thornal |
| (Employee Signature) |
| Printed Name: Kevin Thornal |
| Date: 23-May-2025 |
| “COMPANY” | ||
| By: | /s/ Lori Winkler | |
| Title: Lori Winkler, SVP & Chief Human Resources Officer | ||
| Date: 24-May-2025 | ||
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Exhibit 99.1
345 E. Main St.
Warsaw, IN 46580
www.zimmerbiomet.com
| Media | Investors | |
| Heather Zoumas-Lubeski | David DeMartino | |
| 445-248-0577 | 646-531-6115 | |
| [email protected] | [email protected] | |
| Zach Weiner | ||
| 908-591-6955 | ||
| [email protected] | ||
Zimmer Biomet Appoints Kevin Thornal as
Group President, Global Businesses and the Americas
(WARSAW, IN) May 27, 2025 — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global medical technology leader, today announced the appointment of Kevin Thornal as Group President, Global Businesses and the Americas. Reporting to Chairman-Elect, President and CEO Ivan Tornos, Mr. Thornal will join the Company on July 1, 2025 to oversee the Americas commercial organization and lead business strategy and execution for its global Knees, Hips, S.E.T. and Data, Technology, and Enabling Solutions units.
“Kevin is an incredible addition to our leadership team at an exciting time for our Company,” said Mr. Tornos. “He brings a bold desire to win and a demonstrated track record of delivering consistently strong growth, driving commercial excellence and building high-performing teams. I am confident his breadth and depth of experience will serve us well as we work together to elevate our U.S. performance and commercial execution, deliver value for all stakeholders, and advance our Mission of alleviating pain and improving the quality of life for people around the world.”
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Mr. Thornal is a seasoned leader with more than 20 years of experience in the medical technology, orthopedics and diagnostics industries. Prior to his most recent role as CEO and President of Nevro Corp., Mr. Thornal spent nine years at Hologic, Inc., where he held several leadership positions of increasing responsibility including Group President of Global Diagnostic Solutions. At Hologic, Inc., Mr. Thornal led the Diagnostic Solutions division during the COVID-19 pandemic and oversaw global teams in R&D, operations and commercial as the company rapidly launched new products, consistently delivered double-digit growth and expanded its international footprint.
Mr. Thornal also has a deep understanding of the orthopedics industry, developed during his tenure at Stryker Corp., where he held roles of increasing responsibility in sales, marketing and corporate business development from 2004 to 2014. As head of North American sales for Stryker’s Interventional Spine business, Mr. Thornal led his team to achieve sustained double-digit growth.
“I could not be more excited to return to orthopedics and join Zimmer Biomet on the journey to becoming the boldest company in medical technology,” said Mr. Thornal. “There’s a tremendous opportunity to address key unmet needs in musculoskeletal health by helping more customers and patients access the Company’s robust new product pipeline. I look forward to working with this talented team, contributing to Zimmer Biomet’s culture of collaboration and innovation and delivering meaningful outcomes for patients and customers around the world.”
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements concerning Zimmer Biomet’s expectations, plans, prospects, and product and service offerings, including new product launches and potential clinical successes. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially. For a list and description of some of such risks and uncertainties, see Zimmer Biomet’s periodic reports filed with the U.S. Securities and Exchange Commission (SEC). These factors should not be construed as exhaustive and
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should be read in conjunction with the other cautionary statements that are included in Zimmer Biomet’s filings with the SEC. Forward-looking statements speak only as of the date they are made, and Zimmer Biomet disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this news release are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this news release.
About Zimmer Biomet
Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. We seamlessly transform the patient experience through our innovative products and suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.
With 90+ years of trusted leadership and proven expertise, Zimmer Biomet is positioned to deliver the highest quality solutions to patients and providers. Our legacy continues to come to life today through our progressive culture of evolution and innovation.
For more information about our product portfolio, our operations in 25+ countries and sales in 100+ countries or about joining our team, visit www.zimmerbiomet.com or follow on LinkedIn at www.linkedin.com/company/zimmerbiomet or X / Twitter at www.twitter.com/zimmerbiomet.
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