20 Corporate Governance Committee Oversight Areas: • Our public policy, government relations and advocacy activities • Our sustainability activities, including initiatives related to the environment and climate change • Our community relations activities and charitable contributions, including the underlying philosophy, goals and purposes of our contribution activities • Our initiatives related to promoting access to healthcare and other social responsibility issues Quality, Regulatory and Technology Committee Oversight Areas: • Product quality and safety • Risks relating to our compliance with laws and regulations enforced by the U.S. Food and Drug Administration and comparable foreign government regulators • Research, innovation and technology initiatives Executive Compensation Our executives receive fixed compensation (base salary), as well as short-term and long-term performance-based compensation. Applicable performance metrics and targets align executives’ interests with those of Zimmer Biomet shareholders and are approved by the Compensation and Management Development Committee of our Board of Directors. We are committed to the highest standards of patient safety and quality in our products and services and to world-class integrity and ethical business practices. In support of this commitment, and to drive accountability for compliance with, and sustained improvements in, our global quality system, the Compensation and Management Development Committee included a global quality bonus modifier component to executives’ annual cash incentive plan in 2021. The modifier was designed such that, based on the achievement of specified global quality metrics related to our FDA inspection results, it could result in a decrease (but not an increase) to executives’ 2021 bonus payouts by up to 5%. In 2021, across our global network, we received no new FDA Warning Letters and our average number of Form 483 observations per inspection was less than 3.0. As a result, the global quality bonus modifier had no impact on our executives’ 2021 bonus payouts. For more information on our executive compensation philosophy and programs, please see our 2022 proxy statement . Ethical Business Conduct We are committed to being a leader in the area of ethics and compliance. Every day, we strive for the highest standards of patient safety, quality and integrity in all that we do. Whether working with surgeons, regulators, distributors, partners or fellow team members, we know that what we do to contribute to our mission is as important as how we do it. Our commitment to doing business with integrity is guided by the comprehensive compliance policies and procedures that help team members and business partners navigate the applicable laws, regulations and industry codes, as well as Zimmer Biomet’s own ethical standards. These standards are outlined in Zimmer Biomet’s Code of Business Conduct and Ethics. The Code defines Zimmer Biomet’s approach to delivering high performance with high integrity, and articulates the ethical standards by which team members are held accountable. It also guides and inspires positive interactions with customers and with people in the communities in which we live and work. So that every team member understands and is accountable for our Code, and has access to it, it is available online in 33 languages. Zimmer Biomet also requires training for all newly hired team members within the first 60 days of employment and retrains all team members annually.
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