UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Pursuant to §240.14a-12
Zoetis Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
![[MISSING IMAGE: tm224913d1-cover_ifcpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm224913d1-cover_ifcpn.jpg)
![[MISSING IMAGE: cv_ofc-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/cv_ofc-pn.jpg)
| | Zoetis Inc. 10 Sylvan Way Parsippany, NJ 07054 | | | ![[MISSING IMAGE: lg_zoetis-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/lg_zoetis-pn.jpg) ![[MISSING IMAGE: lg_zoetis-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/lg_zoetis-pn.jpg) | |
Notice of 20232024 Annual Meeting of Shareholders
| | | When 8:00 a.m. Eastern Daylight Time | | |
| | | Where Virtual meeting webcast at: www.virtualshareholdermeeting.com/ | | |
| | | Record Date Close of Business on March | | |
| | | Items of Business | | |
| | | 1. Election of | | |
| | | 2. Advisory vote to approve our executive compensation | | |
| | | 3. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for | | |
| | | 4. Approval of an amendment to our Restated Certificate of Incorporation to | | |
| | | 5. Shareholder proposal regarding | | |
| | | 6. Such other business as may properly come before the Annual Meeting of Shareholders | | |
| | | How to Vote | | |
| | | Shareholders on the Record Date are entitled to vote in the following ways: | | |
| | | ![[MISSING IMAGE: tm2135952d1-icon_phonepn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2135952d1-icon_phonepn.gif){kind=icon} ![[MISSING IMAGE: tm2135952d1-icon_phonepn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2135952d1-icon_phonepn.gif){kind=icon} | | |
| | | Call 1 (800) 690-6903 (toll free) | | |
| | | ![[MISSING IMAGE: tm2135952d1-icon_laptoppn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2135952d1-icon_laptoppn.gif){kind=icon} ![[MISSING IMAGE: tm2135952d1-icon_laptoppn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2135952d1-icon_laptoppn.gif){kind=icon} | | |
| | | Visit www.proxyvote.com | | |
| | | ![[MISSING IMAGE: tm2135952d1-icon_mailpn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2135952d1-icon_mailpn.gif){kind=icon} ![[MISSING IMAGE: tm2135952d1-icon_mailpn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2135952d1-icon_mailpn.gif){kind=icon} | | |
| | | Return a properly completed, signed and dated proxy card | | |
| | | ![[MISSING IMAGE: tm2135952d1-icon_accountpn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2135952d1-icon_accountpn.gif){kind=icon} ![[MISSING IMAGE: tm2135952d1-icon_accountpn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2135952d1-icon_accountpn.gif){kind=icon} | | |
| | | Attend the Annual Meeting of Shareholders webcast and vote your shares | | |
Sincerely yours,
![[MISSING IMAGE: sg_heidicchen-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/sg_heidicchen-bw.jpg)
![[MISSING IMAGE: sg_heidicchen-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/sg_heidicchen-bw.jpg)
Heidi C. Chen
Executive Vice President,
General Counsel and Corporate Secretary
April6, 202310, 2024
Executive Vice President,
General Counsel and Corporate Secretary
April
| | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE | | |
| | | Zoetis Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, | | |
Table of Contents
| | | | | | 1 | | | |
| | | | | | 1 | | | |
| | | | | | 1 | | | |
| | | | | | 2 | | | |
| | | | | | 3 | | | |
| | | | | | 4 | | | |
| | Director Nominees Skills, Experience and Demographic Information | | | | | | | |
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | 82 | | |
| | | As used in this proxy statement, the terms “we”, “us”, “our”, the “Company” or “Zoetis” refer to Zoetis Inc. | | |
Zoetis 20232024 Proxy Statement
Proxy Summary
This summary highlights certain information in this proxy statement. As it is only a summary, please review ourthe complete proxy statement and 20222023 Annual Report before you vote.
| | | Time and Date | | | | | | |
| | | Place | | | | Online virtual meeting at: www.virtualshareholdermeeting.com/ | | |
| | | Record Date | | | | Close of business on March | | |
| | | Voting | | | | Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the Annual Meeting. | | |
| | | Admission | | | | Shareholders on the record date will be able to attend the Annual Meeting webcast, vote their shares electronically and submit questions online during the meeting by logging in to the website listed above using their 16-digit control number. Shareholders and guests who do not provide a 16-digit control number will still be able to attend the Annual Meeting in a listen-only mode, but will be unable to vote or ask questions. | | |
Voting Matters and Board Recommendations
| | | Item of Business | | | | Our Board Recommendation | | | | Reasons for Recommendation | | | | See Page | | |
| | | 1. Election of | | | | ✓ FOR | | | | The Zoetis Board of Directors (the “Board”) has concluded it is in the best interests of Zoetis and its shareholders for each of Paul M. Bisaro, Vanessa Broadhurst, Frank A. D’Amelio, Gavin D.K. Hattersley, Sanjay Khosla, Antoinette R. Leatherberry, Michael B. McCallister, Gregory Norden, Louise M. Parent, Kristin C. Peck, Willie M. Reed and Robert W. Scully to continue serving as a Zoetis director because each nominee possesses skills, experience, and background, as reflected in their biographies set forth on pages | | | | 11 | | |
| | | 2. Advisory vote to approve our executive compensation (“Say on Pay”) | | | | ✓ FOR | | | | The Board believes that our executive compensation program is designed to attract, incent and reward our leadership for increasing shareholder value and align the interests of leadership with those of our shareholders on an annual and long-term basis. | | | | 36 | | |
| | | 3. Ratification of appointment of KPMG LLP as our independent registered public accounting firm for | | | | ✓ FOR | | | | The Audit Committee and Board believe that the continued retention of KPMG as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. | | | | 78 | | |
| | | 4. Approval of an amendment to our Restated Certificate of Incorporation to | | | | ✓ FOR | | | | The Board believes that it is in the best interests of Zoetis and its shareholders to amend Zoetis’ Restated Certificate of Incorporation to | | | | 82 | | |
| | | 5. Shareholder proposal regarding | | | | X AGAINST | | | | The Board does not believe it is in the best interests of Zoetis or its shareholders to | | | | 84 | | |
Zoetis 20232024 Proxy Statement 1
Proxy Summary
![[MISSING IMAGE: tm2135952d2-fc_businesspn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2135952d2-fc_businesspn.jpg)
![[MISSING IMAGE: tm2135952d2-fc_businesspn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2135952d2-fc_businesspn.jpg)
The steady demand for our innovative products in 20222023 resulted in operational revenue growth1 growth of 8% and operational adjusted net income growth2 growth of 11%7%. TwoAmid geopolitical and economic uncertainties in the world, the diversity of Zoetis’ business across markets, species and therapeutic areas has sustained our performance over time — demonstrating that animal health remains durable, global trends give us confidenceresilient and essential even in our future growth: the powerful human-animal bond, prompting the demand for innovative pet care, and the world’s growing need for sustainable animal protein. Both endure through prosperous and challenging times, and we do not expect that to change.conditions.
Our strong financial performance has enabled us to continue with meaningful investments in our business, while returning capital to our shareholders. These investments support our fivesix strategic priorities for growth:pillars: (1) drive innovative growth,lead through innovation across our diverse portfolio, (2) enhance customerdeliver an exceptional experience to delight our customers, (3) lead inpower our business through digital solutions and data analytics,insights, (4) cultivatesupport a high-performing organization,workplace where our colleagues can thrive, (5) advance sustainability in animal health for a better future, and (5) champion a healthier, more sustainable future.(6) perform with excellence and agility. And they are grounded in our purpose: to nurture our world and humankind by advancing care for animals.
1
Operational growth (a non-GAAP financial measure) is defined as growth excluding the impact of foreign exchange. Page 41 of our 20222023 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2023,13, 2024, contains a reconciliation of operational revenue growth (a non-GAAP financial measure) to reported revenue growth under GAAP for 2022.2023.
2
Operational growth (a non-GAAP financial measure) is defined as growth excluding the impact of foreign exchange. Adjusted net income and adjusted diluted EPS (non-GAAP financial measures) are defined as reported net income attributable to Zoetis and reported diluted EPS, excluding purchase accounting adjustments, acquisition-related costs and certain significant items. Pages 4244 to 4546 of our 20222023 Annual Report on Form 10-K, filed with the SEC on February 14, 2023,13, 2024, contain a reconciliation of these non-GAAP financial measures to reported results under GAAP for 2022.2023.
2 Zoetis 20232024 Proxy Statement
Proxy Summary
Our Purpose, Vision and Core Beliefs
| | Our purpose — to nurture the world and humankind by advancing care for animals — inspires At Zoetis, our colleagues Our Core Beliefs have helped us | | | ![[MISSING IMAGE: fc_corebeliefs-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/fc_corebeliefs-pn.jpg) ![[MISSING IMAGE: fc_corebeliefs-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/fc_corebeliefs-pn.jpg) | |
Zoetis 20232024 Proxy Statement 3
Proxy Summary
Driven to Care: Our Sustainability Strategy
![[MISSING IMAGE: fc_sustainabilitygoals-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/fc_sustainabilitygoals-pn.jpg)
Building on our purpose, our Driven to Care sustainability strategy outlines our commitments to Communities, Animals, and Planet as we strive for a better future. We aim to be a trusted partner for a more sustainable future, and our strategy was developed with the conviction that healthier animals build a healthier future for all.
Oversight of Sustainability Matters
Leadership of sustainability starts with our Board, Chief Executive Officer (“CEO”) and senior management, and cascades across our enterprise. Our Chief Sustainability Officer helps define the sustainability agenda and provides daily management and oversight of our initiatives and goals and regular reports to the rest of the Zoetis Executive Team.
Our Board exercises ultimate oversight over Zoetis’ sustainability program and strategy, provides guidance regarding sustainability goals, and monitors the Company’s sustainability progress on an ongoing basis. Our Corporate Governance and Sustainability Committee is primarily responsible for overseeing our sustainability activities, including practices, environmental, social and governance (“ESG”) reporting, coordinating the sustainability activities of the other Board Committees, reporting regularly to the full Board on the progress of the Company’s sustainability initiatives, and overseeing our corporate responsibility and governance practices.
4 Zoetis 2024 Proxy Statement
Proxy Summary
![[MISSING IMAGE: fc_sustainabilitygoals-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/fc_sustainabilitygoals-pn.jpg)
![[MISSING IMAGE: fc_governance-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/fc_governance-pn.jpg)
Zoetis 2024 Proxy Statement 5
Proxy Summary
Communities: Care and Collaboration for our Communities
Diversity, Equity and Inclusion
At Zoetis, diversity, equity and inclusion (“DE&I”)&I has always been an important part of who we are as a company and a critical element of our success. ItThis is demonstrated most visibly through the make-up of our leadership team and Board over the years:years, representing a diverse mix of gender,genders, ethnicities, and experiences. In 2022, we focused on DE&I by:
![[MISSING IMAGE: fc_women-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/fc_women-pn.jpg)
![[MISSING IMAGE: fc_women-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/fc_women-pn.jpg)
As part of our continued commitment to DE&I and transparency and to demonstrate our progress against our aspirations, we have published our consolidated EEO-1 data publicly at: https://www.zoetis.com/_assets/pdf/sustainability/workforce-consolidated-report-dec-31-2022-zoetis.pdf.workforce-consolidated-report-dec-31-2023-dei-zoetis.pdf
Our EEO-1 data mentioned above, and any other information from the Zoetis website, are not part of, or incorporated by reference into, this proxy statement. Some of the statements herein and the referenced reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, or provide aspirational goals that are not intended to be promises or guarantees. These statements and reports may also change at any time, and we undertake no obligation to update them, except as required by law.
Philosophy on Pay Equity
We are committed to maintaining an inclusive environment where every colleague can thrive. For years, Zoetis has been focused on ensuring that our pay practices and processes include safeguards to ensure that salaries established when colleagues are hired, promoted or awarded annual salary increases consider relevant factors such as experience, qualifications, performance and applicable market data to seek pay equity across our colleagues. We periodically conduct pay equity analyses and address any issues that may be found. Our most recent analysis, conducted by an external third party in 2022, did not identify indicators of systemic discrimination in our compensation program. We will continue to review our practices and analyze employeecolleague pay to ensure that we are paying our colleagues fairly.
The Zoetis Foundation
6 Zoetis 20232024 Proxy Statement
Proxy Summary
Animals: Innovation in Animal Health
We use our expertise in animal health to help solve sustainability challenges facing animals and people. This includes providing products and services to enable sustainable livestock farms, promoting a preventive approach to animal health and promoting the responsible use of antibiotics. We also aim to groware growing access to veterinary care in emerging markets and help combatcombating the diseases that pose the greatest risk to animals and humans. In 2022, we:
Planet: The Drive to Protect our Planet
![[MISSING IMAGE: fc_boardofdirectors-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/fc_boardofdirectors-pn.jpg)
Sustainability Reporting / More Information
To learn more about our progress on our Driven to Care strategy and ESG commitments please see our Sustainability Report, and accompanying ESG Appendix, which is available at
http://www.zoetis.com/sustainability. Our ESG reporting considers the disclosure frameworks and guidance of leading sustainability organizations, such as the Sustainability Accounting Standards Board, the Task Force on Climate-Related Financial Disclosures, and the United Nations Sustainable Development Goals. In 2021, Zoetis has participated in the CDP (formerly the Carbon Disclosure Project) climate change survey, a global disclosure system for the first timeinvestors, companies, cities, states and regions to manage their environmental impacts, since 2021 and submitted for scoring in 2022.2022 and 2023. In addition, in 2022 Zoetis has participated in the CDP water security survey since 2022 and submitted for the first time.scoring in 2023. We believe these efforts reflect the best interests of our employees,colleagues, our shareholders, our customers and various other stakeholders, including the communities in which we operate and serve.
Zoetis 20232024 Proxy Statement 97
Proxy Summary
Director Nominees Skills, Experience and Demographic Information
We believe that effective oversight comes from a Board that consists of highly-qualified, experienced and diverse directors with relevant expertise for overseeing our strategy, capital allocation, performance, succession planning and risk. The Board considers diversity of skills, experience, race, ethnicity, gender, cultural background and thought among directors when evaluating director nominees; this diversity information is set forth below. Additional information about our directors can be found under “Information About Directors” on pages 1513 to 25.22.
| | | Skill / Experience | | | | Definition | | | |||
| | | Academia | | | ![[MISSING IMAGE: ic_academia-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_academia-pn.jpg) ![[MISSING IMAGE: ic_academia-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_academia-pn.jpg) | | | | Experience working in a university or other community concerned with the pursuit of research, education and scholarship | | |
| | | Animal Health | | | ![[MISSING IMAGE: ic_animalhealth-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_animalhealth-pn.jpg) ![[MISSING IMAGE: ic_animalhealth-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_animalhealth-pn.jpg) | | | | Experience working at an organization (including for profit, non-profit, academic, or otherwise) engaged in the production, care and/or maintenance of animals | | |
| | | Consumer Products | | | ![[MISSING IMAGE: ic_consumerproducts-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_consumerproducts-pn.jpg) ![[MISSING IMAGE: ic_consumerproducts-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_consumerproducts-pn.jpg) | | | | Experience working at an organization (including for profit, non-profit, academic, or otherwise) engaged in the development, manufacture or commercialization of products which are sold directly to individuals and households | | |
| | | Digital & Technology | | | ![[MISSING IMAGE: ic_digitaltechnology-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_digitaltechnology-pn.jpg) ![[MISSING IMAGE: ic_digitaltechnology-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_digitaltechnology-pn.jpg) | | | | A significant background working in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation, and extend or create new business models | | |
| | | Global Businesses | | | ![[MISSING IMAGE: ic_globalbusiness-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_globalbusiness-pn.jpg) ![[MISSING IMAGE: ic_globalbusiness-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_globalbusiness-pn.jpg) | | | | Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities | | |
| | | Human Capital Management | | | ![[MISSING IMAGE: ic_humancapital-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_humancapital-pn.jpg) ![[MISSING IMAGE: ic_humancapital-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_humancapital-pn.jpg) | | | | Experience working for a significant enterprise in talent development and succession planning, along with a practical understanding of organizations, processes, workforce planning, and talent risk management | | |
| | | Life Sciences | | | ![[MISSING IMAGE: ic_lifescience-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_lifescience-pn.jpg) ![[MISSING IMAGE: ic_lifescience-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_lifescience-pn.jpg) | | | | Experience working at an organization (including for profit, non-profit, academic, or otherwise) engaged in the discovery, development, manufacture or commercialization of products or services focused on improving organism life | | |
| | | Manufacturing & Supply | | | ![[MISSING IMAGE: ic_manufacturingsupply-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_manufacturingsupply-pn.jpg) ![[MISSING IMAGE: ic_manufacturingsupply-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_manufacturingsupply-pn.jpg) | | | | Experience directly managing an organization or business function responsible for the manufacturing and/or supply of physical goods | | |
| | | Marketing & Sales | | | ![[MISSING IMAGE: ic_marketingsales-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_marketingsales-pn.jpg) ![[MISSING IMAGE: ic_marketingsales-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_marketingsales-pn.jpg) | | | | Experience developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation | | |
| | | Mergers & Acquisitions | | | ![[MISSING IMAGE: ic_mergersacquisitions-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_mergersacquisitions-pn.jpg) ![[MISSING IMAGE: ic_mergersacquisitions-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_mergersacquisitions-pn.jpg) | | | | A history of leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, accurately value transactions, and evaluate operational integration plans | | |
| | | Research & Development | | | ![[MISSING IMAGE: ic_researchdevelopment-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_researchdevelopment-pn.jpg) ![[MISSING IMAGE: ic_researchdevelopment-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_researchdevelopment-pn.jpg) | | | | Experience directly managing an organization or business function responsible for the discovery and/or development of products or services | | |
| | | Public Company Skill / Experience | | | | Definition | | | |||
| | | Other Public Company Board Member | | | ![[MISSING IMAGE: ic_boardmember-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_boardmember-pn.jpg) ![[MISSING IMAGE: ic_boardmember-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_boardmember-pn.jpg) | | | | Experience serving on the board of directors of a public company | | |
| | | Public Company CEO | | | ![[MISSING IMAGE: ic_companyceo-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_companyceo-pn.jpg) ![[MISSING IMAGE: ic_companyceo-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_companyceo-pn.jpg) | | | | Experience as a chief executive officer of a public company | | |
| | | Public Company CFO; or Finance and Accounting | | | ![[MISSING IMAGE: ic_financeaccounting-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_financeaccounting-pn.jpg) ![[MISSING IMAGE: ic_financeaccounting-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_financeaccounting-pn.jpg) | | | | Experience as a chief financial officer or principal accounting officer of a public company, or a member of the internal function(s) responsible for managing a public company’s finance or accounting operations | | |
| | | Public Company GC; Compliance; or Corporate Governance | | | ![[MISSING IMAGE: ic_corporategovern-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_corporategovern-pn.jpg) ![[MISSING IMAGE: ic_corporategovern-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_corporategovern-pn.jpg) | | | | Experience as a general counsel of a public company, or a member of the internal function(s) responsible for managing a public company’s corporate compliance and/or corporate governance | | |
Proxy Summary
| | | | | Paul M. Bisaro | | | | Vanessa Broadhurst | | | | Frank A. D’Amelio | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert W. Scully | | | |||||||||||||||||||||||||||||||
| | Skill / Experience | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||
| | Academia | | | | | | | | | | | | | | | | | | | | | | | ✓ | | | | ✓ | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | |||||||||||||||||||
| | Animal Health | | | | | | | | | | | | | | | ✓ | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | ✓ | | | | ✓ | | | | | | | |||||||||||||||||||
| | Consumer Products | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | | | | | | | | |||||||||||||||||||
| | Digital & Technology | | | | | | | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| | Global Businesses | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | |||||||||||||||||||
| | Human Capital Management | | | | | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | |||||||||||||||||||
| | Life Sciences | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | | | | | | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | | ✓ | | | | | | | |||||||||||||||||||
| | Manufacturing & Supply | | | | | | | ✓ | | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | | | | | |||||||||||||||||||
| | Marketing & Sales | | | | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | |||||||||||||||||||
| | Mergers & Acquisitions | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | |||||||||||||||||||
| | Research & Development | | | | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | ✓ | | | | | | | | | | | | | | | | ✓ | | | | | | | |||||||||||||||||||
| | Other Public Company Board Member | | | | | | | ✓ | | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | |||||||||||||||||||
| | Public Company CEO | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | | | | |||||||||||||||||||
| | Public Company CFO; or Finance and Accounting | | | | | | | | | | | | | | | ✓ | | | | ✓ | | | | | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | Public Company GC; Compliance; or Corporate Governance | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | | ✓ | | | | | | | | | | | | | | | |||||||||||||||||||
| | Independent Director | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | |||||||||||||||||||||||
| | ✓ | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note: Pursuant to the requirement under our Corporate Governance Principles that a director must retire from the Board effective immediately before the Company’s annual meeting following his or her 75th birthday, Dr. Linda Rhodes is not standing for re-election but will continue to serve until the 2024 Annual Meeting of Shareholders.
Zoetis 2024 Proxy Statement 9
Proxy Summary
| | | | | Paul M. Bisaro | | | | Vanessa Broadhurst | | | | Frank A. D’Amelio | | | | Gavin D.K. Hattersley | | | | Sanjay Khosla | | | | Antoinette R. Leatherberry | | | | Michael B. McCallister | | | | Gregory Norden | | | | Louise M. Parent | | | | Kristin C. Peck | | | | Willie M. Reed | | | | Robert W. Scully | | | |
| | Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | Age and Tenure | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Age (as of March 15, 2024) | | | | 63 | | | | 55 | | | | 66 | | | | 61 | | | | 72 | | | | 62 | | | | 71 | | | | 66 | | | | 73 | | | | 52 | | | | 69 | | | | 74 | | |
| | Board Tenure (full years) | | | | 8 | | | | 1 | | | | 11 | | | | 0 | | | | 10 | | | | 3 | | | | 11 | | | | 11 | | | | 10 | | | | 4 | | | | 10 | | | | 10 | | |
| | Other Public Boards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number | | | | 2 | | | | 0 | | | | 3 | | | | 1 | | | | 1 | | | | 1 | | | | 2 | | | | 3 | | | | 1 | | | | 1 | | | | 0 | | | | 2 | | |
| | LGBTQIA+ (optional reporting) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Identify as LGBTQIA+ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Race / Ethnicity* (optional reporting) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Black or African American | | | | | | | | ✓ | | | | | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | |
| | American Indian or Alaska Native | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Asian | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Hispanic or Latino | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Native Hawaiian or Other Pacific Islander | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | White | | | | ✓ | | | | | | | | ✓ | | | | ✓ | | | | | | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | |
| | Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Born or Raised Outside the US (optional reporting) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Born or Raised Outside the US | | | | | | | | | | | | | | | | ✓ | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gender | | | | Male | | | | Female | | | | Male | | | | Male | | | | Male | | | | Female | | | | Male | | | | Male | | | | Female | | | | Female | | | | Male | | | | Male | | |
| | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
![[MISSING IMAGE: ico_directornom-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ico_directornom-pn.jpg) | ![[MISSING IMAGE: ico_directorcont-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ico_directorcont-bw.jpg) | | |||||||||||||||
10 Zoetis 2023 Proxy Statement 11
| | | | | Paul M. Bisaro | | | | Vanessa Broadhurst | | | | Frank A. D’Amelio | | | | Sanjay Khosla | | | | Antoinette R. Leatherberry | | | | Michael B. McCallister | | | | Gregory Norden | | | | Louise M. Parent | | | | Kristin C. Peck | | | | Willie M. Reed | | | | Linda Rhodes | | | | Robert W. Scully | | | |
| | Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | Age and Tenure | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Age (as of March 15, 2023) | | | | 62 | | | | 54 | | | | 65 | | | | 71 | | | | 61 | | | | 70 | | | | 65 | | | | 72 | | | | 51 | | | | 68 | | | | 73 | | | | 73 | | |
| | Board Tenure (full years) | | | | 7 | | | | 0 | | | | 10 | | | | 9 | | | | 2 | | | | 10 | | | | 10 | | | | 9 | | | | 3 | | | | 9 | | | | 5 | | | | 9 | | |
| | Other Public Boards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number | | | | 2 | | | | 0 | | | | 2 | | | | 1 | | | | 1 | | | | 2 | | | | 3 | | | | 1 | | | | 1 | | | | 0 | | | | 0 | | | | 2 | | |
| | LGBTQIA+ (optional reporting) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Identify as LGBTQIA+ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Race / Ethnicity* (optional reporting) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Black or African American | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | | | | |
| | American Indian or Alaska Native | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Asian | | | | | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Hispanic or Latino | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Native Hawaiian or Other Pacific Islander | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | White | | | | ✓ | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | ✓ | | | | ✓ | | | | ✓ | | | | | | | | ✓ | | | | ✓ | | |
| | Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Born or Raised Outside the US (optional reporting) | | | | | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gender | | | | Male | | | | Female | | | | Male | | | | Male | | | | Female | | | | Male | | | | Male | | | | Female | | | | Female | | | | Male | | | | Female | | | | Male | | |
| | ||||||||||||||||
Corporate Governance at Zoetis
| | Item 1 | | | Election of Directors | |
Our Board currently consists of twelvethirteen directors. Prior to our 2022 Annual Meeting of Shareholders, the directors were divided into three classes and held office for staggered terms of three years and until their successors were elected and qualified, or until their earlier death, resignation or removal. At our 2022 Annual Meeting of Shareholders, an amendment to our restated certificate of incorporation was approved by our shareholders, and subsequently filed and became effective, to declassify our Board. Beginning with the 2022 Annual Meeting of Shareholders, each class of directors is now elected to a one-year term rather than a three-year term upon the expiration of such class’s existing term, resulting in a fully declassified Board beginning with the 2024 Annual Meeting of Shareholders.
The directors whose terms expire at the 20232024 Annual Meeting of Shareholders are:
| | • Paul M. Bisaro | | | • Michael B. McCallister | |
| | • Vanessa Broadhurst | | | • Gregory Norden | |
| | • | | | • Louise M. Parent | |
| | • | | | • Kristin C. Peck | |
| | • | | | • Willie M. Reed | |
| | • Antoinette R. Leatherberry | | | • Robert W. Scully | |
The term of Linda Rhodes will expire at the 2024 Annual Meeting of Shareholders as well. However, pursuant to the requirement under our Corporate Governance Principles that a director must retire from the Board effective immediately before the Company’s annual meeting following his or her 75th birthday, Dr. Rhodes is not standing for re-election but will continue to serve until the 2024 Annual Meeting of Shareholders. We thank Dr. Rhodes for her dedicated service as a director and wish her continued success in the future.
Each of the above directors has been nominated by the Board, upon the recommendation of its Corporate Governance and Sustainability Committee, to stand for election for a one-year term expiring at the 20242025 Annual Meeting of Shareholders. The Corporate Governance and Sustainability Committee considers a number of factors and principles in determining the slate of director nominees for election to the Board, as discussed in the section titled “Director Nominations” below. The Corporate Governance and Sustainability Committee and the Board have evaluated each of these directors against the factors and principles Zoetis uses to select director nominees. Based on this evaluation, the Corporate Governance and Sustainability Committee and the Board have concluded that it is in the best interests of Zoetis and its shareholders for each of these directors to continue to serve as a director of Zoetis.
Our Board has appointed Heidi C. Chen and Salvatore J. Gagliardi as proxies to vote your shares on your behalf. The proxies intend to vote for the election of each of the above namedabove-named directors unless you indicate otherwise on your proxy card, voting instruction form or when you vote by telephone or online. Each candidate has consented to being named in this proxy statement and serving as a director if elected. However, if any
Zoetis 2024 Proxy Statement 11
Corporate Governance at Zoetis
nominee is not able to serve, the Board can either designate a substitute nominee to serve in his or her place as a director or reduce the size of the Board. If the Board nominates another individual, the person named as a proxy may vote for such substitute nominee.
In order to be elected, a nominee must receive more votes cast “For” than “Against” his or her election. Abstentions and broker non-votes will have no effect on the outcome of the vote. See “Corporate Governance Principles and Practices — Majority Voting Standard for Director Elections” for more information about our procedures if a nominee fails to receive a majority of the votes in an uncontested election.
Our Board recommends that you vote “For” the election of each of the Board’s nominees for election — Mr. Bisaro, Ms. Broadhurst, Mr. D’Amelio, Mr. Hattersley, Mr. Khosla, Dr. Leatherberry, Mr. McCallister, Mr. Norden, Ms. Parent, Ms. Peck, Dr. Reed and Mr. Scully — to serve as directors of Zoetis until our 20242025 Annual Meeting and until their successors are elected and qualified, or until their earlier death, resignation or removal. The Board believes that each of these nominees has a strong track record of being a responsible steward of shareholders’ interests and of bringing valuable insight, perspective and expertise to the Board. In each individual’s biography set forth on pages 1613 to 22,, we highlight specific experience, qualifications and skills that led the Board to conclude that each individual should continue to serve as a director of Zoetis.
| | Item 1 Recommendation: Our Board unanimously recommends that you vote FOR the election of Mr. Bisaro, Ms. Broadhurst, Mr. D’Amelio, Mr. Hattersley, Mr. Khosla, Dr. Leatherberry, Mr. McCallister, Mr. Norden, Ms. Parent, Ms. Peck, Dr. Reed and Mr. Scully as directors. | |
Corporate Governance at Zoetis
Information About Directors
Our Directors
Expires | ||||||||||||
| | ![[MISSING IMAGE: ph_paulmbisaro-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_paulmbisaro-bw.jpg) ![[MISSING IMAGE: ph_paulmbisaro-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_paulmbisaro-bw.jpg) | | | Paul M. Bisaro Age Director since May 2015 | | | Specific qualifications: • Senior management experience, including as former CEO of Actavis plc (formerly Watson Pharmaceuticals) and Impax Laboratories, Inc. • Experience in global healthcare and pharmaceutical industries • Expertise in mergers and acquisitions • Public company director experience | |
Paul M. Bisaro, is the former Executive Chairman of Amneal Pharmaceuticals, Inc., a global specialty pharmaceutical company, from May 2018 to August 2019. Amneal was formed by the merger of Amneal Pharmaceuticals LLC and Impax Laboratories, Inc., which Mr. Bisaro led during his tenure as President and Chief Executive Officer from March 2017 to May 2018, during which he oversaw, among others, all marketing and sales activities. Mr. Bisaro was previously the Executive Chairman of the Board of Directors of Allergan plc (formerly Actavis plc) from July 2014 to October 2016, where he played a leading role in growing the company through M&A activity. Until June 2014, Mr. Bisaro served as Board Chairman, President and Chief Executive Officer of Actavis (formerly Watson Pharmaceuticals), a global pharmaceutical company. He was appointed President, Chief Executive Officer and a member of the Board of Directors of Watson in September 2007 and was later appointed Board Chairman in October 2013. Prior to Watson, Mr. Bisaro was President, Chief Operating Officer and member of the Board of Directors of Barr Pharmaceuticals, Inc., a global specialty and generic drug manufacturer where he was responsible for global manufacturing operations. Mr. Bisaro served as Barr’s General Counsel from 1992 to 1999, and from 1997 to 1999 he served in various additional capacities including Senior Vice President — Strategic Business Development. Mr. Bisaro brings nearly 30 years of experience in various legal and executive leadership positions in the pharmaceutical industry.
In addition to his service on the Zoetis Board, Mr. Bisaro serves as Chair of the Board of Mallinckrodt plc (since February 2024, and previously from June 2022)2022 – November 2023) and serves on the Board of Directors of Myriad Genetics, Inc. (since October 2022). Mr. Bisaro previously served on the Boards of Directors of Allergan plc (and its predecessor companies), Zimmer Biomet Holdings, Inc., Amneal Pharmaceuticals (and its predecessor Impax) and TherapeuticsMD, Inc. Mr. Bisaro holds an undergraduate degree in General Studies from the University of Michigan and a Juris Doctor from The Catholic University of America in Washington, D.C. Mr. Bisaro’s global business, management and leadership experience, his understanding of the pharmaceutical industry, and his public company board experience make him a valuable member of our Board.
Corporate Governance at Zoetis
| | ![[MISSING IMAGE: ph_broadhurst-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_broadhurst-bw.jpg) ![[MISSING IMAGE: ph_broadhurst-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_broadhurst-bw.jpg) | | | Vanessa Broadhurst Age Director since July 2022 | | | Specific qualifications: • Experience in business leadership and senior management, including as Executive Vice President, Global Corporate Affairs at Johnson & Johnson • Expertise in consumer healthcare marketing and digital communications • Global pharmaceutical business experience • Direct-to-consumer advertising experience | |
Vanessa Broadhurst currently serves as the Executive Vice President, Global Corporate Affairs, at Johnson & Johnson, a global company focused on products related to human health and well-being, where she is also a member of the company’s Executive Committee (since December 2021).Committee. At Johnson & Johnson, Ms. Broadhurst leads the company’s corporate marketing, communication, including consumerglobal communications, design, including packaging and product design, and philanthropy functions. Ms. Broadhurst also has oversight of Johnson & Johnson Health & Wellness Solutions, where she has leadershipglobal public health and philanthropy functions. In this role, Ms. Broadhurst’s responsibilities includinginclude leading human capital management for a significant number of employees. Previous to the consumer separation of Kenvue from Johnson & Johnson in 2023, she additionally led consumer communications, design, including packaging, and product design.
Prior to her current role at Johnson & Johnson, Ms. Broadhurst served as Company Group Chairman, Global Commercial Strategy for Pharmaceuticals from 2019 to December 2021 and President, Cardiovascular and Metabolism from 2017 to 2018. Prior to Johnson & Johnson, Ms. Broadhurst was General Manager, Cardiovascular and Bone Business Units at Amgen (2014 – 2017), wherein these roles she had a leadership position in M&A activity, pipeline development and new product launch strategy. Previously she served as General Manager, Inflammation and Cardiovascular Business Units at Amgen (2013 – 2014) at Amgen.. From 2005 –to 2013 Ms. Broadhurst served in various senior leadership roles at Johnson & Johnson. Prior to 2005 Ms. Broadhurst was Head, Global Gastroenterology Marketing at Novartis (2003 – 2005) and served in various roles of increasing responsibility at Abbott Laboratories (1994 – 2003).
Ms. Broadhurst serves as a member of The Executive Leadership Council (ELC) and as a Board member of the Ad Council. She received a Master of Business Administration from the Ross School of Business at the University of Michigan, where she was a Consortium Fellow, and a Bachelor of Arts degree from the University of Colorado, Boulder. Ms. Broadhurst’s consumer healthcare marketing and digital communications expertise, as well as her business experience with the global pharmaceutical industry, make her a valuable member of our Board.
14 Zoetis 2024 Proxy Statement
Corporate Governance at Zoetis
| | ![[MISSING IMAGE: ph_frankadamelio-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_frankadamelio-bw.jpg) ![[MISSING IMAGE: ph_frankadamelio-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_frankadamelio-bw.jpg) | | | Frank A. D’Amelio Age Director since July 2012 | | | Specific qualifications: • Experience in finance and accounting and senior management, including as former CFO of Pfizer • Expertise in mergers and acquisitions • Global business experience • Public company director experience | |
Frank A. D’Amelio is the former Executive Vice President and Chief Financial Officer of Pfizer Inc., a global pharmaceutical company (June 2020 to May 2022), and a member of Pfizer’s Senior Executive Leadership Team. Mr. D’Amelio currently serves as a CFO in residence at the Deloitte CFO Academy. From June 2020 through December 2021, Mr. D’Amelio also served as Pfizer’s Executive Vice President, Global Supply and Business
Operations. Mr. D’Amelio previously served as Pfizer’s Executive Vice President, Business Operations and Global Supply and Chief Financial Officer from October 2018 until June 2020 and Executive Vice President, Business Operations and Chief Financial Officer from December 2010 to September 2018. He joined Pfizer in September 2007 and held various positions, including Senior Vice President and Chief Financial Officer. During Mr. D’Amelio’s tenure at Pfizer, he led many acquisitions and partnerships valued at nearly $200 billion, including numerous transformative transactions, such as the acquisition of Wyeth as well as the divestitures of the animal health, consumer health and mature products businesses, and oversaw the company’s information technology function and global supply chain. From November 2006 to August 2007, Mr. D’Amelio was the Senior Executive Vice President of Integration and Chief Administrative Officer at Alcatel-Lucent, S.A., a global telecommunications equipment company. From January 2006 to November 2006, Mr. D’Amelio was the Chief Operating Officer of Lucent Technologies, with responsibility for leading business operations, including sales, the product groups, the services business, the supply chain, information technology operations, human resources and labor relations. From May 2001 until January 2006, he was appointed Executive Vice President, Administration, and Chief Financial Officer of Lucent.
In addition to his service on the Zoetis Board of Directors, Mr. D’Amelio currently serves as a member of the Board of Directors of Humana Inc. (since September 2003) and as a member of the Board of Directors of, Hewlett Packard Enterprise (since January 2023), and Catalent Inc. (since August 2023). He also formerly served as a member of the National Advisory Board of JPMorgan Chase & Co. Mr. D’Amelio earned his bachelor’s degree in Accounting from St. Peter’s College and his MBA in Finance from St. John’s University. Mr. D’Amelio’s global senior management experience, finance and operational expertise, and knowledge of the pharmaceuticals industry, along with his public company board experience, make him a valuable member of our Board.
Zoetis 2024 Proxy Statement 15
Corporate Governance at Zoetis
| | ![[MISSING IMAGE: ph_gavindkhattersley-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_gavindkhattersley-bw.jpg) | | | Gavin D.K. Hattersley Age 61 Director since April 2024 | | | Specific qualifications: • Senior management experience, including as current President and Chief Executive Officer and former Chief Financial Officer at Molson Coors • International business experience • Public company board experience • Expertise in consumer products | |
Gavin D.K. Hattersley currently serves as the President and Chief Executive Officer at Molson Coors Beverage Company, a global brewing beverage company (since September 2019). Prior to his current position, Mr. Hattersley served as chief executive officer of MillerCoors, the U.S. division of Molson Coors, since September 2015. Prior to joining MillerCoors, Mr. Hattersley served as chief financial officer of Molson Coors from June 2012 to September 2015. From July 2008 to June 2012, Mr. Hattersley served as executive vice president and chief financial officer of MillerCoors. He also served as senior vice president of finance for Miller Brewing Company from October 2002 to July 2008. Prior to joining Miller Brewing Company Mr. Hattersley held several financial management positions with SAB Limited of Johannesburg, South Africa, before becoming chief financial officer in 1999. Prior to joining SAB Limited in 1997, Mr. Hattersley spent almost 10 years with Barloworld Limited in various finance positions.
In addition to his service on the Zoetis Board of Directors, Mr. Hattersley currently serves as a member of the Board of Directors of Molson Coors Beverage Company. Mr. Hattersley holds an honors degree in accounting science and a bachelor’s degree from the University of South Africa. Mr. Hattersley’s senior management experience, including as a current chief executive officer and former chief financial officer, along with his international business and public company board experience, make him a valuable member of our Board.
| | ![[MISSING IMAGE: ph_michaelbmccallister-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_michaelbmccallister-bw.jpg) ![[MISSING IMAGE: ph_sanjaykhosla-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_sanjaykhosla-bw.jpg) | | | Sanjay Khosla Age 72 Director since June 2013 | | | Specific qualifications: • International business and management experience, including as EVP and President, Developing Markets of Kraft Foods (now Mondelēz International) • Global operational experience, including in developing markets • Experience in animal health industry • Academic experience • Public company director experience | |
Sanjay Khosla is the former Executive Vice President and President, Developing Markets of Mondelēz International, Inc., a global food, beverage and snack company (January 2007 to March 2013) and is currently a senior fellow and adjunct professor at the Kellogg School of Management, Northwestern University (since June 2013) and a Senior Advisor for the Boston Consulting Group (since April 2013). Mr. Khosla is also the CEO of Bunnik LLC, a management consulting firm (since 2013). As President, Developing Markets of Kraft Foods (now Mondelēz International), Mr. Khosla transformed the $5 billion business into a $16 billion business, and gained leadership experience in manufacturing and supply, marketing and sales and M&A. Mr. Khosla brings
16 Zoetis 2024 Proxy Statement
Corporate Governance at Zoetis
more than 35 years of international business experience from his career with food, beverage and consumer product leaders such as Mondelēz, Kraft, Fonterra and Unilever, where he managed various business units, particularly in developing markets, oversaw human capital management functions and was responsible for R&D and innovation in a number of roles. He also has animal health experience from his two-year tenure, from 2004 to 2006, as Managing Director of Fonterra Brands and Food Service, a multinational dairy cooperative based in New Zealand.
In addition to his service on the Zoetis Board of Directors, Mr. Khosla currently serves as a member of the Board of Directors of Igniting Consumer Growth Acquisition Company Limited (since September 2021) and also serves on a number of private company Boards of Directors, including the Board of Directors of Qualsights (since November 2022). Mr. Khosla formerly served on the Boards of Directors of Best Buy, Inc., NIIT, Ltd. and Iconix Brand Group, Inc. Mr. Khosla holds a bachelor’s degree in Electrical Engineering from the Indian Institute of Technology in New Delhi. Mr. Khosla also completed the Advance Management Program at Harvard Business School. Mr. Khosla’s international business and management experience and consumer products marketing and sales expertise, along with his public company board experience, make him a valuable member of our Board.
| | ![[MISSING IMAGE: ph_antoinleat-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_antoinleat-bw.jpg) | | | Antoinette R. Leatherberry Age 62 Director since December 2020 | | | Specific qualifications: • Extensive experience with complex technology transformations during her Deloitte career advising Fortune 500 companies • Strategic digital technology experience • Diversity and inclusion leadership | |
Antoinette R. Leatherberry is a former Principal at Deloitte. Dr. Leatherberry retired from Deloitte, an industry-leading consulting, audit, tax, and advisory services company, in October 2020 after culminating a 30-year career of working with Fortune 500 companies on complex information technology transformations, strategy and implementation, data analytics, data strategy, and operational issues. At Deloitte, she most recently served as Board Relations Leader for the Risk and Financial Advisory practice from September 2017 to October 2022 and before September 2017, she served as a Principal (equity owner) in Technology Strategy since August 1991. During her tenure at Deloitte Dr. Leatherberry was responsible for leading global teams, recruiting strategies and hiring and workforce planning. Dr. Leatherberry also served as President of the Deloitte Foundation from June 2016 to October 2020. She has authored numerous articles and publications on information technology and governance and was named to the National Association of Corporate Directors (NACD) Directorship 100 in 2019 and 2020.
In addition to her service on the Zoetis Board of Directors, Dr. Leatherberry currently serves as a member of the Board of Directors of Digital Direct Holdings (since February 2022). Dr. Leatherberry also sits on several private company Boards of Directors, including STRIVE (since January 2022) and the American Family Insurance Mutual Holding Company (since December 2020), the Widener University Board of Trustees, the Boston University Board of Trustees and the advisory board of the Ellig Group (since November 2022). She holds a bachelor’s degree in Mechanical Engineering from Boston University, an MBA in Operations Management and Supervision from Northeastern University and recently received her EdD in education from Widener
Zoetis 2024 Proxy Statement 17
Corporate Governance at Zoetis
University. Dr. Leatherberry’s extensive experience with complex technology transformations, her strategic digital technology experience, her corporate governance expertise, and her diversity and inclusion leadership make her a valuable member of our Board.
| | ![[MISSING IMAGE: ph_michaelbmccallister-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_michaelbmccallister-bw.jpg) | | | Michael B. McCallister Age Director since January 2013 Board Chair since June 2013 | | | Specific qualifications: • Senior management experience, including as former CEO of Humana • Accounting background • Board chair experience • Public company director experience | |
Michael B. McCallister is the former Chairman of the Board and CEO of Humana Inc. Mr. McCallister joined Humana, a health care company offering insurance products and health and welfare services, including insurance products sold directly to consumers, in 1974 and served as its Chief Executive Officer from February 2000 until his retirement in December 2012. During his tenure as CEO Mr. McCallister led numerous M&A transactions, had significant oversight responsibility for the company’s compliance, human capital management and marketing and sales functions and gained research and development experience through oversight of the company’s development of insurance products for governments, individuals and companies. Mr. McCallister also served as Chairman of the Board of Humana from August 2010 to December 2013. Prior to joining Humana in 1974 Mr. McCallister served as the CEO of several hospitals where he gained significant life sciences experience.
In addition to his service on the Zoetis Board of Directors, Mr. McCallister currently serves as a member of the BoardBoards of Directors of AT&T (since February 2013) and Fifth Third Bank (since November 2011). Mr. McCallister
formerly served on the Board of Directors of National City Corp. Mr. McCallister also served for many years on the Board of the Business Roundtable and was Chairman of its Health and Retirement Task Force. Mr. McCallister holds a bachelor’s degree in Accounting from Louisiana Tech University and an MBA from Pepperdine University. Mr. McCallister’s senior management experience in the healthcare industry and operational expertise, along with his public company board experience, make him a valuable member of our Board.
| | ![[MISSING IMAGE: ph_gregorynorden-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_gregorynorden-bw.jpg) ![[MISSING IMAGE: ph_gregorynordennew-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_gregorynordennew-bw.jpg) | | | Gregory Norden Age Director since January 2013 | | | Specific qualifications: • Corporate finance experience, including as former CFO of Wyeth • Experience in global healthcare and pharmaceutical industries • Accounting background, including as an audit manager at a major accounting firm • Public company director experience | |
Gregory Norden is the former Chief Financial Officer of Wyeth, a global pharmaceutical and health care products company, where he had various responsibilities, including driving the company’s M&A strategy. Prior to his role as Chief Financial Officer of Wyeth, Mr. Norden held various senior positions with Wyeth Pharmaceuticals, formerly American Home Products (from 1989 to October 2009), including experience
18 Zoetis 2024 Proxy Statement
Corporate Governance at Zoetis
working with Fort Dodge Animal Health, a manufacturer of animal health products, that was part of Wyeth. Mr. Norden is currently the Managing Director of G9 Capital Group LLC (since January 2010), which invests in early-stage ventures and provides corporate finance advisory services. Prior to his affiliation with Wyeth, Mr. Norden served as Audit Manager at Arthur Andersen & Co, working primarily with multinational companies in the life sciences, consumer goods and financial services industries. Mr. Norden has over 20 years of leadership and financial management experience in global healthcare and pharmaceuticals.
In addition to his service on the Zoetis Board of Directors, Mr. Norden currently serves as a member of the Board of Directors of NanoString Technologies (since July 2012), Praxis (since March 2019), and Royalty Pharma (since June 2020). Mr. Norden formerly served on the BoardBoards of Directors of Human Genome Sciences, Welch Allyn, Univision and Entasis. Mr. Norden’s experience as a senior executive in the global healthcare and pharmaceutical industries, and his finance and consumer products expertise, along with his public company board experience, make him a valuable member of our Board.
| | ![[MISSING IMAGE: ph_louisemparent-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_louisemparent-bw.jpg) ![[MISSING IMAGE: ph_louisemparent-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_louisemparent-bw.jpg) | | | Louise M. Parent Age Director since August 2013 | | | Specific qualifications: • Legal, operations, senior management and global business experience as former General Counsel and executive of American Express • Experience in corporate governance, board matters, compliance and risk management • Global business and regulatory relations experience • Public company director experience | |
Louise M. Parent is the former Executive Vice President and General Counsel of American Express Company,a global services company that provides consumer charge and credit card products and travel-related services, from January 2004 to 2013. From 2014 through December 2021, Ms. Parent served as Of Counsel at the law firm of Cleary Gottlieb Steen & Hamilton LLP. Ms. Parent brings deep experience in corporate governance and board matters, and in human capital management, compliance and risk management, gained during her tenure with American Express, where she worked extensively with the Audit, Compensation, and Nomination and Governance committees in her role as General Counsel. In addition, while at American Express, Ms. Parent led a number of M&A transactions and oversaw the legal function responsible for executing M&A transactions globally. Ms. Parent also served on the Operating Committee and global management team of American Express from 2003 through 2013, was a member of the Board of American Express Centurion Bank through 2013 and served on the Supervisory Board of Deutsche Bank AG from 2014 to 2018.
In addition to her service on the Zoetis Board of Directors, Ms. Parent currently serves as a member of the Board of Directors of Fidelity National Information Services Inc. (since November 2017). Ms. Parent holds a bachelor’s degree from Smith College and a law degree from Georgetown University Law Center. Ms. Parent’s experience and expertise in corporate governance, compliance, risk management and global management, along with her public company board experience and financial literacy, make her a valuable member of our Board.
Zoetis 2024 Proxy Statement 19
Corporate Governance at Zoetis
| | ![[MISSING IMAGE: ph_kristincpeck-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_kristincpeck-bw.jpg) ![[MISSING IMAGE: ph_kristincpeck-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_kristincpeck-bw.jpg) | | | Kristin C. Peck Age Director since October 2019 | | | Specific qualifications: • Knowledge and leadership of Zoetis as our current CEO • Experience in animal health and pharmaceutical industries • Senior management and global business experience • Public company director experience | |
Kristin C. Peck currently serves as Zoetis’ Chief Executive Officer, a role she has held since January 2020, and as member of the Board of Directors since October 2019. Prior to becoming CEO at Zoetis, the global leader in the annualanimal health industry, Ms. Peck was Executive Vice President and Group President, U.S. Operations, Business Development and Strategy at Zoetis from March 2018 to December 2019. Ms. Peck previously served as our Executive Vice President and President, U.S. Operations from May 2015 to February 2018 and Executive Vice President and Group President from October 2012 through April 2015, where she had oversight for our business development, global manufacturing and supply and marketing and sales functions. In these roles,
Ms. Peck helped usher Zoetis through its Initial Public Offering in 2013 and has been a driving force of change in areas including Global Manufacturing and Supply, Global Poultry, Global Diagnostics, Corporate Development, and New Product Marketing and Global Market Research. Before joining Zoetis, Ms. Peck served as Executive Vice President, Worldwide Business Development and Innovation at Pfizer Inc. (February 2004 —– October 2012) and as a member of Pfizer’s Executive Leadership Team, where she gained human capital management experience. Prior to joining Pfizer, Ms. Peck held roles at The Boston Consulting Group (BCG) (1999 —– 2004) as well as in private equity and real estate finance at The Prudential Realty Group, The O’Connor Group and J.P. Morgan.
In addition to her service on the Zoetis Board of Directors, Ms. Peck currently serves as a member of the Board of Directors of BlackRock (since September 2021), the Board of Trustees of Mayo Clinic and of the Board of Directors of Catalyst, a global non-profit that helps companies accelerate women into leadership, and she formerly served on the Board of Directors of Thomson Reuters. Ms. Peck is a member of the Business Roundtable, The Business Council President of HealthforAnimals and is also a member of the Advisory Board for the Deming Center for Quality, Productivity and Competitiveness at Columbia Business School.School Board of Directors. Ms. Peck holds a bachelor’s degree from Georgetown University and an MBA from Columbia Business School. Ms. Peck’s knowledge and leadership of the Company as our current CEO, her animal health and pharmaceutical industry experience, and her global operational expertise, along with her public company board experience, make her a valuable member of our Board.
20 Zoetis 2024 Proxy Statement
Corporate Governance at Zoetis
| | ![[MISSING IMAGE: ph_robertwscully-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_robertwscully-bw.jpg) ![[MISSING IMAGE: ph_williemreed-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_williemreed-bw.jpg) | | | Willie M. Reed Age 69 Director since March 2014 | | | Specific qualifications: • Thought leadership in the animal health community, including as Dean of the College of Veterinary Medicine at Purdue University • Experience in developing programs for increasing diversity in the veterinary profession • Expertise in infectious diseases, avian pathology, poultry veterinary medicines, diagnostics and vaccines, animal care and welfare • Senior management experience • Experience working with various government agencies | |
Dr. Willie M. Reed currently serves as the Dean of the College of Veterinary Medicine at Purdue University, a role he has held since January 2007. Prior to his current role Dr. Reed served as Professor of Veterinary Pathology, Chairperson of the Department of Diagnostic Investigation (1997 – December 2006) and Director of the Diagnostic Center for Population and Animal Health (1990 – December 2006) at Michigan State University. Previously Dr. Reed served as chief of Purdue’s Avian Diseases Diagnostic Service (1985 – 1990), assistant professor of veterinary pathology (1982 – 1987) and associate professor of veterinary pathology (1987 – 1990). Dr. Reed has more than 40 years of experience in animal health and veterinary medicine, including marketing of diagnostic services for diagnostic laboratories, gained during his tenure at Purdue University and Michigan State University, and as a Diplomate of the American College of Veterinary Pathologists and Charter Diplomate of the American College of Poultry Veterinarians.
Dr. Reed has served as President of the Association of American Veterinary Medical Colleges, President of the American Association of Veterinary Laboratory Diagnosticians, President of the American Association of Avian Pathologists and Chair of the American Veterinary Medical Association Council on Research. He has served on a number of committees for the National Institutes of Health and the United States Department of Agriculture. Dr. Reed has a DVM from Tuskegee University and a Ph.D. in Veterinary Pathology from Purdue University. Dr. Reed’s experience and expertise in veterinary medicines, diagnostics and vaccines and his thought leadership in the animal health community make him a valuable member of our Board.
Zoetis 2024 Proxy Statement 21
Corporate Governance at Zoetis
| | ![[MISSING IMAGE: ph_robertwscully-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ph_robertwscully-bw.jpg) | | | Robert W. Scully Age Director since June 2013 | | | Specific qualifications: • Experience in financial services and global management, including as a member of the Office of the Chairman of Morgan Stanley • Public company experience in risk management, audit and financial reporting • Mergers and acquisitions expertise • Public company director experience | |
Robert W. Scully is a former member of the Office of the Chairman of Morgan Stanley, a role in which he served from 2007 until January 2009. Prior to his service as a member of the Office of the Chairman of Morgan Stanley, he served as Co-President responsible for Asset Management, Discover Credit Cards from 2006 to 2007, where several global business units reported directly to him, and he was responsible for marketing and sales. Prior to assuming the position of Co-President at Morgan Stanley, he served as Chairman of Global Capital Markets from 2004 to 2006, Vice Chairman of Investment Banking from 1999 to 2006, and Managing Director from 1996 to 2009, where he gained human capital management experience. Prior to joining Morgan Stanley in 1996, Mr. Scully served as Managing Director at Lehman Brothers from 1993 to 1996, as Managing Director at Scully Brothers Foss & Wight from 1989 to 1993 and as Managing Director at Salomon Brothers in Investment Banking and Capital Markets from 1984 to 1989. Mr. Scully has over 30 years of leadership experience in the global financial services industry, particularly in providing strategic advice to global enterprises regarding M&A transactions.
In addition to his service on the Zoetis Board of Directors, Mr. Scully currently serves as a member of the Board of Directors of KKR & Co. Inc. (since July 2010) and Chubb Limited (since May 2014). Previously, he served as a member of the BoardBoards of Directors of UBS Group AG, Bank of America Corporation, GMAC Financial Services
and MSCI Inc., and as a Public Governor of FINRA, Inc., the Financial Industry Regulatory Authority. Mr. Scully holds a bachelor’s degree from Princeton University and an MBA from Harvard Business School, where he previously served on its Board of Dean’s Advisors. Mr. Scully’s global management experience, financial acumen, M&A expertise and investor insights, along with his public company board experience, make him a valuable member of our Board.
22 Zoetis 20232024 Proxy Statement
![[MISSING IMAGE: ph_sanjaykhosla-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_sanjaykhosla-bw.jpg) |
![[MISSING IMAGE: ph_antoinleat-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_antoinleat-bw.jpg) |
![[MISSING IMAGE: ph_williemreed-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_williemreed-bw.jpg) |
![[MISSING IMAGE: ph_lindarhodes-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ph_lindarhodes-bw.jpg) |
Corporate Governance at Zoetis
Key Corporate Governance Features
| | Topic | | | | Zoetis Key Corporate Governance Feature | |
| | Board Quality and Independence | | | | • Board consists of highly-qualified, experienced and diverse directors with relevant expertise for overseeing our strategy, capital allocation, performance, succession planning and risk • All directors are independent other than our current CEO | |
| | Independent Board Chair | | | | • Current Board Chair is an independent director and is elected by the Board annually • If the roles of CEO and Board Chair are combined, independent directors will annually elect a lead independent director | |
| | Board Committees | | | | • All four Board Committees — Audit, Human Resources, Corporate Governance and Sustainability, and Quality and Innovation — are composed entirely of independent directors | |
| | Executive Sessions | | | | • Directors hold regularly scheduled executive sessions where directors can discuss matters without management presence • Independent Board Chair, or, if applicable, the lead independent director, presides over all executive sessions of the Board | |
| | Board Oversight of Risk | | | | • Risk oversight by full Board and Committees, including oversight of the Enterprise Risk Management program, financial reporting, information security and audit risk assessments | |
| | Proxy Access | | | | • Our shareholders may nominate directors through proxy access | |
| | Board Oversight of Management Succession | | | | • Board regularly reviews and discusses succession plans for CEO and other key executives | |
| | Board Self-Evaluation | | | | • Board conducts an annual evaluation of itself and each of its Committees • | |
| | Accountability | | | | • In uncontested director elections, our directors are elected by a majority of votes cast • • Each share of common stock is entitled to one vote • Our Code of Conduct fosters a culture of honesty and accountability • Anti-hedging and anti-pledging policies covering directors and • Claw-back policy covering incentive compensation paid to executives • Shareholders owning a combined 25% of Zoetis’ outstanding shares have the right to call a special meeting | |
| | Director Stock Ownership | | | | • Each non-employee director is required to hold Zoetis stock worth at least $500,000 (including share equivalent units), to be acquired within five years of joining our Board | |
| | Open Lines of Communication | | | | • Processes in place to facilitate communication with shareholders and other stakeholders • Board promotes open and frank discussions with management and there is ongoing communication between our Board (including the Board and Committee Chairs) and management • Our directors have access to all members of management and other | |
| | Board Refreshment | | | | • Led by the Corporate Governance and Sustainability Committee, the Board regularly reviews the Board’s composition with a focus on identifying and evaluating potential board candidates • Mandatory Retirement Policy at age 75, absent special circumstances | |
| | Director Orientation and Continuing Education | | | | • Comprehensive orientation for new directors • Continuing education consisting of in-house presentations, presentations by industry and subject matter experts, third-party director courses and site and customer visits | |
| | Board Diversity | | | | • Diverse board with female and racial/ethnic representation • Board considers diversity of skills, experience, race, ethnicity, gender, cultural background and thought among directors when evaluating director nominees • The Corporate Governance and Sustainability Committee considers, and asks search firms to include in candidate lists, diverse director candidates who meet applicable search criteria | |
| | Corporate Responsibility & ESG/ | | | | • The Board exercises ultimate oversight over the Company’s sustainability strategy and program, and monitors the Company’s overall sustainability progress • The Board’s Committees oversee the Company’s sustainability practices, including animal welfare, human capital management, DE&I, pay equity, compliance, environmental, health and safety and manufacturing quality matters, public policy issues and corporate governance • In June • and 2023. In | |
Corporate Governance at Zoetis
Corporate Governance Principles and Practices
Director Independence
It is the policy of the Company, and a requirement under New York Stock Exchange (“NYSE”) listing standards, that a majority of our Board consists of independent directors. To assist it in determining director independence, our Board has adopted categorical independence standards, referred to as our Director Qualification Standards, which meet the independence requirements of the NYSE. Our Director Qualification Standards can be found as part of our Corporate Governance Principles (the “Principles”) in the Corporate Governancesection of our website at www.zoetis.com.
To be considered “independent” under our Director Qualification Standards, a director must be determined by our Board to have no material relationship with the Company other than as a director. In addition, under our Director Qualification Standards, a director is not independent if the director is, or has been within the last three years, an employee of the Company or an employee of any subsidiary of the Company’s consolidated group for financial reporting.
On February 8, 2023,6, 2024, our Board completed its annual review of director independence and affirmatively determined that each of Mr. Bisaro, Ms. Broadhurst, Mr. D’Amelio, Mr. Khosla, Ms.Dr. Leatherberry, Mr. McCallister, Mr. Norden, Ms. Parent, Dr. Reed, Dr. Rhodes and Mr. Scully are independent under NYSE listing standards and our Director Qualification Standards. In connection with his appointment to the Board in April 2024, the Board completed an independence review and affirmatively determined that Mr. Hattersley is independent under NYSE listing standards and our Director Qualification Standards. The only non-independent director under NYSE listing standards and our Director Qualification Standards is Ms. Peck, due to her current employment as the Company’s CEO and prior service as a Zoetis executive officer.
Board Leadership Structure
Our Amended and Restated By-laws (the “By-laws”) and our Principles, which can be found in the Corporate Governancesection of our website at www.zoetis.com, provide the Board flexibility in determining whether the roles of CEO and Board Chair should be separated or combined. In addition, the Principles require that if the individual elected as the Board Chair is the CEO, the independent directors shall also elect a lead independent director to preside over executive sessions of the independent directors, facilitate information flow and communication among the directors and perform such other duties and exercise such other powers as prescribed from time to time by the Board. The Board believes that this flexibility, combined with a commitment to strong independent leadership, gives the Board the ability to choose a leadership structure that is in the best interest of the Company and its shareholders at a given point in time. At least annually, the Board evaluates its leadership structure, and whether to separate or combine the roles of Chair and CEO based on the circumstances at the time of its evaluation, including in light of any changes in Board composition, management, or in the nature of the Company’s business and operations.
Currently, the roles of CEO and Board Chair are separate; Ms. Peck serves as our CEO and Mr. McCallister serves as Chair of our Board. The Board believes that this leadership structure, which separates the CEO and
the Board Chair roles, is optimal at this time because it allows Ms. Peck to focus on operating and managing our large global company, while Mr. McCallister can focus on the leadership of the Board drawing on the benefit
24 Zoetis 2024 Proxy Statement
Corporate Governance at Zoetis
of his extensive management and CEO experience. Ms. Peck’s long tenure with our company, deep knowledge and expertise in the animal health industry, and track record of management success provide the company with strong and effective CEO leadership. Additionally, Mr. McCallister’s extensive public company board experience, including as the Chair of Humana’s Board, and his multiple senior leadership roles he served while employed at Humana, including as CEO of Humana, provide the companyCompany with strong and effective Board leadership and allow him to be a particularly effective liaison between the Board and the Company’s management.
The Board believes that the current leadership structure is appropriate at the current time as it facilitates the ability of the Board to exercise its oversight role over management, provides multiple opportunities at the Board level for discussion and evaluation of management decisions and the direction of the Company, and ensures a significant role for non-management directors in the oversight and leadership of the Company. Our Board and management, including our Board Chair and CEO, work together to align on risk management and important enterprise-level decisions.
The Board Chair determines the agenda for each regular meeting of the Board and presides over all meetings of our shareholders and of the Board as a whole, including its executive sessions, and performs such other duties as may be designated in the By-laws or by the Board. The Board Chair may represent the Board in communications with shareholders and other stakeholders. Through the annual Board evaluation process, all Board members provide input on the design and structure of the Board itself and provide valuable insight regarding enterprise-level risk oversight.
Board Committee Membership
Our Board has a standing Audit Committee, Human Resources Committee, Corporate Governance and Sustainability Committee, and Quality and Innovation Committee.
The written charter of each of our standing Committees is available in the Corporate Governance section of our website at www.zoetis.com. Each Committee has the authority to hire outside advisors at the Company’s expense. All of the members of each of our Committees are independent under NYSE listing standards and our Director Qualification Standards, and the members of our Audit Committee and Human Resources Committee satisfy the additional NYSE and, in the case of the Audit Committee, Securities Exchange Act of 1934, as amended (the “Exchange Act”), independence requirements for members of Auditaudit and Compensation Committees.compensation committees. The following table lists the Chair and current members of each Committee and the number of meetings held in 2022.2023.
Corporate Governance at Zoetis
| | | | | | | | Committee | | | | | | | | Committee | | ||||||||||||||||||||||||||||
| | Name | | | | Independent | | | | Audit | | | | Human Resources | | | | Corporate Governance and Sustainability | | | | Quality and Innovation | | Name | | | | Independent | | | | Audit | | | | Human Resources | | | | Corporate Governance and Sustainability | | | | Quality and Innovation | |
| | Paul M. Bisaro | | | | yes | | | | | | | ![[MISSING IMAGE: tm2037730d2-icon_memberbw.gif]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2037730d2-icon_memberbw.gif){kind=icon} | | | | | | | | | Paul M. Bisaro | | | | yes | | | | | | | ![[MISSING IMAGE: tm2037730d2-icon_memberbw.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2037730d2-icon_memberbw.gif){kind=icon} | | | | | | | | | ||||
| | Vanessa Broadhurst | | | | yes | | | | | | | | | | | | | | | | | | Vanessa Broadhurst | | | | yes | | | | | | | | | | | | | | | | | |
| | Frank A. D’Amelio | | | | yes | | | | | | | | | | | | | | | | | | Frank A. D’Amelio | | | | yes | | | | | | | | | | | | | | | | | |
| | Sanjay Khosla | | | | yes | | | | | | | | | | | | | | | | | | Gavin D.K. Hattersley | | | | yes | | | | | | | | | | | | | | | | | |
| | Antoinette R. Leatherberry | | | | yes | | | | | | | | | | | | | | | | | | Sanjay Khosla | | | | yes | | | | | | | | | | | | | | | | | |
| | Michael B. McCallister | | | | yes | | | | | | | | | | | | | | | | | | Antoinette R. Leatherberry | | | | yes | | | | | | | | | | | | | | | | | |
| | Gregory Norden | | | | yes | | | | ![[MISSING IMAGE: tm2037730d2-icon_chairbw.gif]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2037730d2-icon_chairbw.gif){kind=icon} | | | | | | | | | | | | | | Michael B. McCallister | | | | yes | | | | | | | | | | | | | | | | | |
| | Louise M. Parent | | | | yes | | | | | | | | | | | | | | | | | | Gregory Norden | | | | yes | | | | ![[MISSING IMAGE: tm2037730d2-icon_chairbw.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2037730d2-icon_chairbw.gif){kind=icon} | | | | | | | | | | | | | |
| | Kristin C. Peck | | | | no | | | | | | | | | | | | | | | | | | Louise M. Parent | | | | yes | | | | | | | | | | | | | | | | | |
| | Willie M. Reed | | | | yes | | | | | | | | | | | | | | | | | | Kristin C. Peck | | | | no | | | | | | | | | | | | | | | | | |
| | Linda Rhodes | | | | yes | | | | | | | | | | | | | | | | | | Willie M. Reed | | | | yes | | | | | | | | | | | | | | | | | |
| | Robert W. Scully | | | | yes | | | | | | | | | | | | | | | | | | Linda Rhodes | | | | yes | | | | | | | | | | | | | | | | | |
| | Number of Meetings in 2022 | | | | | | | | 8 | | | | 6 | | | | 6 | | | | 4 | | Robert W. Scully | | | | yes | | | | | | | | | | | | | | | | | |
| | Number of Meetings in 2023 | | | | | | | | 8 | | | | 6 | | | | 6 | | | | 5 | | ||||||||||||||||||||||
Chair MemberDirector Attendance
During 2022,2023, our Board met sixfive times. Each of our directors attended at least 75% of the meetings of the Board and Board Committees on which he or she served during 2022.2023.
Compensation Committee Interlocks and Insider Participation
The current members of the Human Resources Committee are Robert W. Scully (Chair), Paul M. Bisaro, Frank D’Amelio, Sanjay Khosla, Antoinette R. Leatherberry and Gregory Norden. All of the current members are independent under NYSE listing standards (including the additional standards applicable to members of Compensation Committees)compensation committees) and our Director Qualification Standards. None of the current members are a former or current officer or employee of Zoetis or any of its subsidiaries. None of the current members have any relationship that is required to be disclosed under this caption under the rules of the SEC. During 2022,2023, no executive officers of the Company served on the Compensation Committeecompensation committee (or its equivalent) or the board of directors of another entity whose executive officer served on the Company’s Human Resources Committee or Board.
26 Zoetis 20232024 Proxy Statement 29
![[MISSING IMAGE: fc_boardeval-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/fc_boardeval-pn.jpg)
![[MISSING IMAGE: fc_boardeval-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/fc_boardeval-pn.jpg)
![[MISSING IMAGE: tm2135952d2-pc_directorpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2135952d2-pc_directorpn.jpg)
![[MISSING IMAGE: tm2135952d2-pc_directorpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2135952d2-pc_directorpn.jpg)
![[MISSING IMAGE: bc_financial-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/bc_financial-pn.jpg)
![[MISSING IMAGE: tm224913d1-bc_financialpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm224913d1-bc_financialpn.jpg)
![[MISSING IMAGE: tm224913d1-bc_ttdcompenpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm224913d1-bc_ttdcompenpn.jpg)
![[MISSING IMAGE: bc_ttdcompen-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/bc_ttdcompen-pn.jpg)
![[MISSING IMAGE: tm224913d1-pc_paymixpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm224913d1-pc_paymixpn.jpg)
![[MISSING IMAGE: pc_paymix-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/pc_paymix-pn.jpg)
![[MISSING IMAGE: tm224913d1-pc_aipcomponpn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm224913d1-pc_aipcomponpn.gif)
![[MISSING IMAGE: pc_aipcompon-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/pc_aipcompon-pn.jpg)
![[MISSING IMAGE: bc_annualincentive2022-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/bc_annualincentive2022-pn.jpg)
![[MISSING IMAGE: bc_annualincentive2022-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/bc_annualincentive2022-pn.jpg)
![[MISSING IMAGE: tm2135952d1-pc_longtermpn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2135952d1-pc_longtermpn.gif)
![[MISSING IMAGE: tm2135952d1-pc_longtermpn.gif]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2135952d1-pc_longtermpn.gif)
![[MISSING IMAGE: bc_pvpzoetisvssppharm-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/bc_pvpzoetisvssppharm-pn.jpg)
![[MISSING IMAGE: bc_pvpzoetisvssppharm-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/bc_pvpzoetisvssppharm-pn.jpg)
![[MISSING IMAGE: bc_pvpcapvszoetistsr-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/bc_pvpcapvszoetistsr-pn.jpg)
![[MISSING IMAGE: bc_pvpcapvszoetistsr-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/bc_pvpcapvszoetistsr-pn.jpg)
![[MISSING IMAGE: bc_pvpcapvsnetincome-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/bc_pvpcapvsnetincome-pn.jpg)
![[MISSING IMAGE: bc_pvpcapvsnetincome-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/bc_pvpcapvsnetincome-pn.jpg)
![[MISSING IMAGE: bc_pvpcapvsrevenue-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/bc_pvpcapvsrevenue-pn.jpg)
![[MISSING IMAGE: bc_pvpcapvsrevenue-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/bc_pvpcapvsrevenue-pn.jpg)
![[MISSING IMAGE: ic_forshareholder-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/ic_forshareholder-bw.jpg)
![[MISSING IMAGE: ic_forshareholder-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/ic_forshareholder-bw.jpg)
![[MISSING IMAGE: tm2037730d2-icon_phonepn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2037730d2-icon_phonepn.jpg){kind=icon}
![[MISSING IMAGE: tm2037730d2-icon_phonepn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2037730d2-icon_phonepn.jpg){kind=icon}
![[MISSING IMAGE: tm2037730d2-icon_computpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2037730d2-icon_computpn.jpg){kind=icon}
![[MISSING IMAGE: tm2037730d2-icon_computpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2037730d2-icon_computpn.jpg){kind=icon}
![[MISSING IMAGE: tm2037730d2-icon_mailpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm2037730d2-icon_mailpn.jpg){kind=icon}
![[MISSING IMAGE: tm2037730d2-icon_mailpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/tm2037730d2-icon_mailpn.jpg){kind=icon}
![[MISSING IMAGE: tm224913d1-cover_ibcpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/tm224913d1-cover_ibcpn.jpg)
![[MISSING IMAGE: cv_obc-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/cv_obc-pn.jpg)
![[MISSING IMAGE: px_page01proxy02-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/px_page01proxy02-bw.jpg)
![[MISSING IMAGE: px_24zoetispxy01pg01-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/px_24zoetispxy01pg01-bw.jpg)
![[MISSING IMAGE: px_page02proxy02-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-042476/px_page02proxy02-bw.jpg)
![[MISSING IMAGE: px_24zoetispxy01pg02-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-045571/px_24zoetispxy01pg02-bw.jpg)