DEF 14A of Zoetis Inc.
Filed Apr 9, 2025 · FY20240001555280-25-000193
Our Director Nominees
Our Director Nominees
Our Director Nominees
| | Paul M. Bisaro Former Executive Chairman of Amneal Pharmaceuticals, Inc. Director since May 2015 | | Michael B. McCallister Former Chairman of the Board and CEO of Humana Inc. Director since June 2013 | | | Vanessa Broadhurst Executive Vice President, Global Corporate Affairs, at Johnson & Johnson Director since July 2022 | | Gregory Norden Former Chief Financial Officer of Wyeth Director since January 2013 | | | Frank A. D’Amelio Former Executive Vice President and Chief Financial Officer of Pfizer Inc. Director since July 2012 | | Louise M. Parent Former Executive Vice President and General Counsel of American Express Company Director since August 2013 | | | Gavin D.K. Hattersley President and Chief Executive Officer at Molson Coors Beverage Company Director since April 2024 | | Kristin C. Peck Chief Executive Officer of Zoetis Inc. Director since October 2019 | | | Sanjay Khosla Former Executive Vice President and President, Developing Markets of Mondelēz International, Inc. Director since June 2013 | | Willie M. Reed Dean Emeritus of the College of Veterinary Medicine at Purdue University Director since March 2014 | | | Antoinette R. Leatherberry Former Principal at Deloitte Director since December 2020 | | Mark Stetter Dean of the University of California, Davis, School of Veterinary Medicine Director Nominee |
Our Director Nominees
| Board Refreshment 3 New independent directors have been added to the Board since 2020 |
Our Director Nominees
| Zoetis 2025 Proxy Statement | 7 |
Director Nominee Skills, Experience and Attributes
Director Nominee Skills, Experience and Attributes We believe that effective oversight comes from a Board that consists of highly-qualified and experienced directors with relevant expertise for overseeing our strategy, capital allocation, performance, succession planning and risk. The Board considers breadth of skills, experience, cultural background and thought among directors when evaluating director nominees. Additional information about our directors can be found under “Director Nominee Biographies” on pages 11 to 22.
Director Nominee Skills, Experience and Attributes
| Skill / Experience | | Definition | How it relates to Zoetis’ business, strategy, and operations | | Academia | | Experience working in a university or other community concerned with the pursuit of research, education and scholarship | Research advancement and scholarship provides directors with deep technical subject matter expertise to assist with oversight of Zoetis’ R&D program | | Animal Health | | Experience working at an organization (including for profit, non-profit, academic, or otherwise) engaged in the production, care and/or maintenance of animals | As the world’s leading animal health company, technical innovation and advancement in care for animals drives our success | | Consumer Products | | 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 to individuals and households | Zoetis sells animal health products direct to consumers in many jurisdictions | | Digital & Technology | | 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 | We are investing in digital and technology solutions to advance our innovation and overseeing the associated risks is critical | | Global Businesses | | Experience driving business success in markets around the world, with an understanding of different business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities | Zoetis directly markets its products in approximately 45 countries and our products are sold in over 100 countries |
Director Nominee Skills, Experience and Attributes
| 8 | Zoetis 2025 Proxy Statement |
Director Nominee Skills, Experience and Attributes
| Skill / Experience | | Definition | How it relates to Zoetis’ business, strategy, and operations | | Human Capital Management | | 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 | Zoetis employs approximately 13,800 colleagues and the Board provides key oversight for succession planning, talent development and compensation | | Life Sciences | | 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 | Deep knowledge of life sciences provides understanding of and an appreciation for our key corporate strategies | | Manufacturing & Supply | | Experience directly managing an organization or business function responsible for the manufacturing and/or supply of physical goods | We operate a global manufacturing network of 22 sites and utilize over 110 contract manufacturing organizations for the supply of our products | | Marketing & Sales | | Experience developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation | Through our marketing and sales we seek to develop meaningful relationships with our customers | | Mergers & Acquisitions | | 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 | As our disciplined capital allocation strategy includes investments in innovation and growth capabilities, we seek directors with experience leading large organizations through significant strategic transactions | | Research & Development | | Experience directly managing an organization or business function responsible for the discovery and/or development of products or services | Investment in R&D fuels our financial performance and advancement of our product lines | | Public Company Skill / Experience | | Definition | | | Other Public Company Board Member | | Experience serving on the board of directors of a public company | | | Public Company CEO | | Experience as a chief executive officer of a public company | | | Public Company CFO; or Finance and Accounting | | 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 | | 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 | |
Director Nominee Skills, Experience and Attributes
| Zoetis 2025 Proxy Statement | 9 |
Director Nominee Skills, Experience and Attributes
| | | | | | | | | | | | | | | | 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 | | | | | | | | | | | | | | Demographic Background | | | | | | | | | | | | | | | Independent | | | | | | | | | | | | | | | Age (as of March 20, 2025) | | 64 | 56 | 67 | 62 | 73 | 63 | 72 | 67 | 74 | 53 | 70 | 64 | | Board Tenure (full years) | | 9 | 2 | 12 | 1 | 11 | 4 | 12 | 12 | 11 | 5 | 11 | 0 | | Number of other public boards | | 2 | 0 | 2 | 1 | 0 | 1 | 2 | 2 | 1 | 1 | 0 | 0 | | Gender | | M | F | M | M | M | F | M | M | F | F | M | M | | Born or Raised Outside the United States | | | | | | | | | | | | | | | Race/Ethnicity* (optional reporting) | | | | | | | | | | | | | | | Black or African American | | | | | | | | | | | | | | | Asian | | | | | | | | | | | | | | | White | | | | | | | | | | | | | |
Director Nominee Skills, Experience and Attributes
* Based on U.S. Census Bureau designations 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, Robert Scully is not standing for re-election but will continue to serve until the 2025 Annual Meeting of Shareholders.
Director Nominee Skills, Experience and Attributes
| 10 | Zoetis 2025 Proxy Statement |
Director Nominee Biographies
Director Nominee Biographies
Director Nominee Biographies
| | Paul M. Bisaro Independent | | | | Former Executive Chairman of Amneal Pharmaceuticals, Inc. | | | | Age: 64 Director since: May 2015 Committees: Human Resources, Quality and Innovation | Other Current Public Company Directorships: •Mallinckrodt plc (since February 2024, and previously from June 2022 – November 2023) •Myriad Genetics, Inc. (since October 2022) |
Director Nominee Biographies
Career Highlights: •Brings nearly 30 years of experience in various legal and executive leadership positions in the pharmaceutical industry •Currently serves as Chairman of the Board of Mallinckrodt plc and previously served as Executive Chairman of Amneal Pharmaceuticals, Inc., a global specialty pharmaceutical company, from 2018 to 2019 and led the merger of Amneal Pharmaceuticals LLC and Impax Laboratories, Inc. during his tenure as President and Chief Executive Officer from 2017 to 2018 •Served as Executive Chairman of the Board of Directors of Allergan plc (formerly Actavis plc) from 2014 to 2016, where he played a significant role in working with management in growing the company, through, among other things, M&A •Served as President, Chief Executive Officer and as a member of the Board of Directors of Actavis (formerly Watson Pharmaceuticals), a global pharmaceutical company from 2007 until 2014; and as Board Chairman from 2013 until 2014 •Served as 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, among other things, global manufacturing operations •Served as Barr’s General Counsel from 1992 to 1999 and in various additional capacities including Barr’s Senior Vice President — Strategic Business Development from 1997 to 1999 •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. Education: •Bachelor’s degree in General Studies from the University of Michigan •Juris Doctor from The Catholic University of America Skills and 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 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.
Director Nominee Biographies
| | Life Sciences | | Manufacturing & Supply | | Mergers & Acquisitions | | | Global Businesses | | Marketing & Sales | | Public Company CEO | | | Public Company GC; Compliance; or Corporate Governance | | Other Public Company Board Member | | |
Director Nominee Biographies
| Zoetis 2025 Proxy Statement | 11 |
Director Nominee Biographies
| | Vanessa Broadhurst Independent | | | | Executive Vice President, Global Corporate Affairs, at Johnson & Johnson | | | | Age: 56 Director since: July 2022 Committees: Corporate Governance and Sustainability, Quality and Innovation | Other Current Public Company Directorships: •None |
Director Nominee Biographies
•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 •Leads Johnson & Johnson’s corporate marketing, global communications, Health & Wellness Solutions, global public health and philanthropy function, including leading human capital management for a significant number of employees •Led the consumer communications, design, including packaging, and product design before the consumer separation of Kenvue from Johnson & Johnson in 2023 •Served as Company Group Chairman, Global Commercial Strategy for Pharmaceuticals from 2019 to 2021 and President, Cardiovascular and Metabolism from 2017 to 2018 •Served as General Manager, Cardiovascular and Bone Business Units at Amgen from 2014 to 2017, where she had a leadership position in M&A activity, pipeline development and new product launch strategy •Served as General Manager, Inflammation and Cardiovascular Business Units at Amgen from 2013 to 2014; in various senior leadership roles at Johnson & Johnson from 2005 to 2013; as Head, Global Gastroenterology Marketing at Novartis from 2003 to 2005 and in various roles of increasing responsibility at Abbott Laboratories from 1994 to 2003 •Serves as a member of The Executive Leadership Council (ELC) and as a Board member of the Ad Council Education: •Bachelor of Arts degree from the University of Colorado •Master of Business Administration from the Ross School of Business at the University of Michigan (Consortium Fellow) Skills and 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 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.
Director Nominee Biographies
| | Consumer Products | | Human Capital Management | | Mergers & Acquisitions | | | Digital & Technology | | Life Sciences | | Research & Development | | | Global Businesses | | Marketing & Sales | | |
Director Nominee Biographies
| 12 | Zoetis 2025 Proxy Statement |
Director Nominee Biographies
| | Frank A. D’Amelio Independent | | | | Former Executive Vice President and Chief Financial Officer of Pfizer Inc. | | | | Age: 67 Director since: July 2012 Committees: Audit, Human Resources (Chair) | Other Current Public Company Directorships: •Humana Inc. (since September 2003) •Hewlett Packard Enterprise (since January 2023) |
Director Nominee Biographies
•Served as Executive Vice President and Chief Financial Officer of Pfizer Inc., a global pharmaceutical company from 2020 to 2022, and a member of Pfizer’s Senior Executive Leadership Team •Served as Pfizer’s Executive Vice President, Global Supply and Business Operations from 2020 through 2021; Executive Vice President, Business Operations and Global Supply and Chief Financial Officer from 2018 until 2020 and Executive Vice President, Business Operations and Chief Financial Officer from 2010 to 2018 •Joined Pfizer in 2007 and held various positions, including Senior Vice President and Chief Financial Officer •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 •Oversaw Pfizer’s information technology, procurement, real estate, business development and global supply chain during his tenure •Served as Senior Executive Vice President of Integration and Chief Administrative Officer at Alcatel-Lucent, S.A. from 2006 to 2007 •Served as 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 in 2006 •Appointed Executive Vice President, Administration, and Chief Financial Officer of Lucent from 2001 until 2006 •Formerly served as a member of the National Advisory Board of JPMorgan Chase & Co. Education: •Bachelor’s degree in Accounting from St. Peter’s College •Master of Business Administration in Finance from St. John’s University Skills and qualifications: •Experience in finance and accounting and senior management, including as former Chief Financial Officer of Pfizer •Expertise in mergers and acquisitions •Global business experience •Public company director experience 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.
Director Nominee Biographies
| | Animal Health | | Human Capital Management | | Mergers & Acquisitions | | | Consumer Products | | Life Sciences | | Global Businesses | | | Digital & Technology | | Manufacturing & Supply | | Public Company CFO; or Finance and Accounting | | | Other Public Company Board Member | | | | |
Director Nominee Biographies
| Zoetis 2025 Proxy Statement | 13 |
Director Nominee Biographies
| | Gavin D.K. Hattersley Independent | | | | President and Chief Executive Officer at Molson Coors Beverage Company | | | | Age: 62 Director since: April 2024 Committees: Corporate Governance and Sustainability | Other Current Public Company Directorships: •Molson Coors Beverage Company (since September 2019) |
Director Nominee Biographies
•Currently serves as the President and Chief Executive Officer at Molson Coors Beverage Company, a global brewing beverage company, since 2019 •Prior to his current position, he served as Chief Executive Officer of MillerCoors, the U.S. division of Molson Coors, since 2015 •Prior to joining MillerCoors, he served as Chief Financial Officer of Molson Coors from 2012 to 2015 •Served as Executive Vice President and Chief Financial Officer of MillerCoors from 2008 to 2012 •Served as Senior Vice President of Finance for Miller Brewing Company from 2002 to 2008 •Prior to joining Miller Brewing Company, he 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, he spent almost 10 years with Barloworld Limited in various finance positions Education: •Honors degree in Accounting Science and a Bachelor’s degree from the University of South Africa Skills and 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 Mr. Hattersley’s senior management experience, including as a current Chief Executive Officer and former Chief Financial Officer, along with his international business, consumer products and public company board experience, make him a valuable member of our Board.
Director Nominee Biographies
| | Consumer Products | | Manufacturing & Supply | | Public Company CEO | | | Global Businesses | | Marketing & Sales | | Human Capital Management | | | Mergers & Acquisitions | | Other Public Company Board Member | | Public Company CFO; or Finance and Accounting |
Director Nominee Biographies
| 14 | Zoetis 2025 Proxy Statement |
Director Nominee Biographies
| | Sanjay Khosla Independent | | | | Former Executive Vice President and President, Developing Markets of Mondelēz International, Inc | | | | Age: 73 Director since: June 2013 Committees: Human Resources, Quality and Innovation | Other Current Public Company Directorships: •None |
Director Nominee Biographies
•Brings 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 •Served as Executive Vice President and President, Developing Markets of Mondelēz International, Inc., a global food, beverage and snack company, from 2007 to 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 •Since 2013 has served as a senior fellow and adjunct professor at the Kellogg School of Management, Northwestern University •Mr. Khosla is also the CEO of Bunnik LLC, a management consulting firm since 2013 •Served as a Senior Advisor for the Boston Consulting Group from 2013 to 2024 •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 •Serves on several private company Boards of Directors, including the Board of Directors of Qualsights, since 2022 •Formerly served on the Boards of Directors of Best Buy, Inc. and NIIT, Ltd. Education: •Bachelor’s degree in Electrical Engineering from the Indian Institute of Technology in New Delhi •Completed the Advance Management Program at Harvard Business School Skills and qualifications: •International business and management experience, including as EVP and President, Developing Markets of Mondelēz International •Global operational experience, including in developing markets •Experience in animal health industry •Academic experience •Public company director experience 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.
Director Nominee Biographies
| | Academia | | Human Capital Management | | Mergers & Acquisitions | | | Animal Health | | Manufacturing & Supply | | Research & Development | | | Consumer Products | | Marketing & Sales | | Global Businesses | | | Other Public Company Board Member | | | | |
Director Nominee Biographies
| Zoetis 2025 Proxy Statement | 15 |
Director Nominee Biographies
| | Antoinette R. Leatherberry Independent | | | | Former Principal at Deloitte | | | | Age: 63 Director since: December 2020 Committees: Audit, Human Resources | Other Current Public Company Directorships: •Digital Direct Holdings (since February 2022) |
Director Nominee Biographies
•Served as Principal at Deloitte, an industry-leading consulting, audit, tax, and advisory services company until 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 •She most recently served as Board Relations Leader for the Risk and Financial Advisory practice at Deloitte, from 2017 to 2022 •Served as a Principal (equity owner) in Technology Strategy at Deloitte, from 1991 to 2017 •During her tenure at Deloitte, she was responsible for leading global teams, recruiting strategies and hiring and workforce planning •She served as President of the Deloitte Foundation from 2016 to 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 •She sits on several private company Boards of Directors, including STRIVE (since 2022) and the American Family Insurance Mutual Holding Company (since 2020), the Widener University Board of Trustees, the Boston University Board of Trustees and the advisory board of the Ellig Group (since 2022) Education: •Bachelor’s degree in Mechanical Engineering from Boston University •Master of Business Administration in Operations Management and Supervision from Northeastern University •Director of Education (EdD) from Widener University Skills and qualifications: •Extensive experience with complex technology transformations during her Deloitte career advising Fortune 500 companies •Strategic digital technology experience •Experience with managing human capital and corporate culture Dr. Leatherberry’s extensive experience with complex technology transformations, her strategic digital technology experience, her corporate governance expertise, and her experience with managing human capital and corporate culture make her a valuable member of our Board.
Director Nominee Biographies
| | Global Business | | Human Capital Management | | Digital & Technology | | | Marketing & Sales | | Other Public Company Board Member | | |
Director Nominee Biographies
| 16 | Zoetis 2025 Proxy Statement |
Director Nominee Biographies
| | Michael B. McCallister Independent | | | | Former Chairman of the Board and CEO of Humana Inc. | | | | Age: 72 Director since: January 2013 Board Chair since: June 2013 Committees: None | Other Current Public Company Directorships: •AT&T (since February 2013) •Fifth Third Bank (since November 2011) |
Director Nominee Biographies
•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 2000 until his retirement in 2012 •Led numerous M&A transactions, had significant oversight responsibility for Humana’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 during his tenure as Chief Executive Officer •Served as Chairman of the Board of Humana, from 2010 to 2013 •Served for many years on the Board of the Business Roundtable and was Chairman of its Health and Retirement Task Force Education: •Bachelor’s degree in Accounting from Louisiana Tech University •Master of Business Administration from Pepperdine University Skills and qualifications: •Senior management experience, including as former Chief Executive Officer of Humana •Accounting background •Board chair experience •Public company director experience 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.
Director Nominee Biographies
| | Consumer Products | | Marketing & Sales | | Research & Development | | | Digital & Technology | | Mergers & Acquisitions | | Public Company CEO | | | Life Sciences | | Human Capital Management | | Other Public Company Board Member | | | Public Company GC; Compliance; or Corporate Governance | | | | |
Director Nominee Biographies
| Zoetis 2025 Proxy Statement | 17 |
Director Nominee Biographies
| | Gregory Norden Independent | | | | Former Chief Financial Officer of Wyeth | | | | Age: 67 Director since: January 2013 Committees: Audit (Chair), Human Resources | Other Current Public Company Directorships: •Praxis (since March 2019) •Royalty Pharma (since June 2020) |
Director Nominee Biographies
•Brings over 20 years of leadership and financial management experience in global healthcare and pharmaceuticals •Served as 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 2009, including experience working with Fort Dodge Animal Health, a manufacturer of animal health products, that was part of Wyeth •Currently the Managing Director of G9 Capital Group LLC which invests in early-stage ventures and provides corporate finance advisory services, since 2010 •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 •Served on the Boards of Directors of NanoString Technologies, Human Genome Sciences, Welch Allyn, Univision and Entasis Education: •Bachelor’s degree in Management and Economics from State University of New York at Plattsburgh •Master of Science in Accounting from LIU Post Skills and qualifications: •Corporate finance experience, including as former Chief Financial Officer 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 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.
Director Nominee Biographies
| | Animal Health | | Human Capital Management | | Other Public Company Board Member | | | Consumer Products | | Life Sciences | | Public Company CFO; or Finance and Accounting | | | Global Businesses | | Mergers & Acquisitions | | |
Director Nominee Biographies
| 18 | Zoetis 2025 Proxy Statement |
Director Nominee Biographies
| | Louise M. Parent Independent | | | | Former Executive Vice President and General Counsel of American Express Company | | | | Age: 74 Director since: August 2013 Committees: Audit, Corporate Governance and Sustainability (Chair) | Other Current Public Company Directorships: •None |
Director Nominee Biographies
•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 •Served as 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 2004 to 2013 •Served as Of Counsel at the law firm of Cleary Gottlieb Steen & Hamilton LLP, from 2014 through 2021 •Led a number of M&A transactions and oversaw the legal function responsible for executing M&A transactions globally while at American Express •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 Education: •Bachelor’s degree from Smith College •Juris Doctor from Georgetown University Law Center Skills and 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 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.
Director Nominee Biographies
| | Consumer Products | | Human Capital Management | | Other Public Company Board Member | | | Global Businesses | | Mergers & Acquisitions | | Public Company GC; Compliance; or Corporate Governance |
Director Nominee Biographies
| Zoetis 2025 Proxy Statement | 19 |
Director Nominee Biographies
| | Kristin C. Peck | | | | Chief Executive Officer of Zoetis | | | | Age: 53 Director since: October 2019 Committees: None | Other Current Public Company Directorships: •BlackRock (since September 2021) |
Director Nominee Biographies
•Currently serves as Zoetis’ Chief Executive Officer, a role she has held since 2020, and as member of the Board of Directors since 2019 •Prior to becoming Chief Executive Officer at Zoetis, she was Executive Vice President and Group President, U.S. Operations, Business Development and Strategy at Zoetis from 2018 to 2019 •Previously served as Zoetis’ Executive Vice President and President, U.S. Operations from 2015 to 2018 and Executive Vice President and Group President from 2012 through 2015, where she had oversight for our business development, global manufacturing and supply and marketing and sales functions •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 •Served as Executive Vice President, Worldwide Business Development and Innovation at Pfizer Inc., from 2004 to 2012, and as a member of Pfizer’s Executive Leadership Team, where she gained human capital management experience •Held roles at The Boston Consulting Group from 1999 to 2004, as well as in private equity and real estate finance at The Prudential Realty Group, The O’Connor Group and J.P. Morgan prior to joining Pfizer •Serves on 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 •Formerly served on the Board of Directors of Thomson Reuters Education: •Bachelor’s degree from Georgetown University •Master of Business Administration from Columbia Business School Skills and qualifications: •Knowledge and leadership of Zoetis as our current Chief Executive Officer •Experience in animal health and pharmaceutical industries •Senior management and global business experience •Public company director experience Ms. Peck’s knowledge and leadership of the Company as our current Chief Executive Officer, 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.
Director Nominee Biographies
| | Animal Health | | Life Sciences | | Mergers & Acquisitions | | | Global Businesses | | Manufacturing & Supply | | Public Company CEO | | | Human Capital Management | | Marketing & Sales | | Other Public Company Board Member |
Director Nominee Biographies
| 20 | Zoetis 2025 Proxy Statement |
Director Nominee Biographies
| | Willie M. Reed Independent | | | | Dean Emeritus, Professor of Comparative Pathobiology at the College of Veterinary Medicine at Purdue University | | | | Age: 70 Director since: March 2014 Committees: Corporate Governance and Sustainability, Quality and Innovation (Chair) | Other Current Public Company Directorships: •None |
Director Nominee Biographies
•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 •Currently serves as the Dean Emeritus, Professor of Comparative Pathobiology at the College of Veterinary Medicine at Purdue University, a role he has held since 2024, and previously served as Dean of the College of Veterinary Medicine at Purdue University, from 2007 to 2024 •Previously served as Professor of Veterinary Pathology, Chairperson of the Department of Diagnostic Investigation from 1997 to 2006 and Director of the Diagnostic Center for Population and Animal Health from 1990 to 2006 at Michigan State University •Served as chief of Purdue’s Avian Diseases Diagnostic Service from 1985 to 1990, Assistant Professor of Veterinary Pathology from 1982 to 1987, and Associate Professor of Veterinary Pathology from 1987 to 1990 •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 •Served on several committees for the National Institutes of Health and the United States Department of Agriculture Education: •Doctor of Veterinary Medicine from Tuskegee University •Ph.D. in Veterinary Pathology from Purdue University Skills and 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 interest 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. 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.
Director Nominee Biographies
| | Academia | | Human Capital Management | | Marketing & Sales | | | Animal Health | | Life Sciences | | Research & Development |
Director Nominee Biographies
| Zoetis 2025 Proxy Statement | 21 |
Director Nominee Biographies
| | Mark Stetter Independent | | | | Dean of the University of California, Davis School of Veterinary Medicine | | | | Age: 64 Director since: N/A Proposed Committee: Quality and Innovation | Other Current Public Company Directorships: •None |
Director Nominee Biographies
•Currently serves as the Dean of the University of California, Davis, School of Veterinary Medicine, a role he has held since joining the university in 2021 •In this role he oversees all aspects of the school, including education, research, veterinary hospitals, animal health diagnostic labs, centers and institutes, with an annual budget of over $330 million and over 2,000 faculty, staff and students •Previously served as Dean and Professor at the College of Veterinary Medicine and Biomedical Sciences at Colorado State University from 2012 until 2021 •Prior to joining high education, Dr. Stetter worked at The Walt Disney Company from 1997 to 2012, holding multiple senior roles including Director of Animal Operations and Director of Animal Health •Served in various capacities, include as a zoo and wildlife veterinarian, at The Bronx Zoo/Wildlife Conservation Society and the Audubon Nature Institute •Has held leadership roles within national organizations, including serving as Director, PetSmart Charities Board, Treasurer for the American Association of Veterinarian Medical Colleges, President of the American College of Zoological Medicine, Chair for the Wildlife Scientific Advisory Board with Morris Animal Foundation and Chair of the research committee with the American Association of Zoo Veterinarians Education: •Bachelor of Science degree in Biochemistry and Chemistry from the University of Illinois at Champaign-Urbana •Doctor of Veterinary Medicine from the University of Illinois at Champaign-Urbana Skills and qualifications: •Leadership roles at a Fortune 100 company •Senior leadership at multiple large universities, including senior management and human capital management experience •Extensive expertise in animal health, including pets, livestock, exotic animals, research and wildlife Dr. Stetter’s extensive and varied experience, and distinguished accomplishments, both in veterinary medicine and leadership, as well as his expertise in human capital management would make him a valuable member of our Board.
Director Nominee Biographies
| | Academia | | Global Businesses | | Marketing and Sales | | | Animal Health | | Human Capital Management | | Research and Development | | | Consumer Products | | Life Sciences | | |
Director Nominee Biographies
| 22 | Zoetis 2025 Proxy Statement |
Key Governance Features
Key Governance Features
Key Governance Features
| Board Independence | | | Board Quality and Independence | •Board consists of highly-qualified and experienced 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 | | Corporate Governance | | | Board Self-Evaluation | •Board conducts an annual evaluation of itself and each of its Committees •Written responses to evaluations are periodically supplemented with individual one-on-one interviews, last conducted in early 2025 | | 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 colleagues and are authorized to hire outside advisors at the Company’s expense | | Director Orientation and Continuing Education | •Processes in place to successfully and effectively integrate newly elected directors onto the Board; our directors have access to internal and external trainings and programs to enhance their skills and remain fluent in rapidly developing corporate governance topics | | Engaged Oversight | | | 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 | | Board Oversight of Management Succession | •Board regularly reviews and discusses succession plans for CEO and other key executives | | Shareholder Rights | | | Proxy Access | •Our shareholders may nominate directors through proxy access | | Accountability | •In uncontested director elections, our directors are elected by a majority of votes cast •All of our directors are elected annually •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 colleagues •Claw-back policy covering incentive compensation paid to executives •Shareholders owning a combined 25% of Zoetis’ outstanding shares continuously for one-year have the right to call a special meeting | | Refreshment | | | 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 | | Board Skills | •Board with breadth of experience, backgrounds and perspectives •Board considers skills, experience, 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, all director candidates who meet applicable search criteria | | Sustainability Oversight | | | Corporate Responsibility & Sustainability | •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, pay equity, compliance, environmental, health and safety and manufacturing quality matters, public policy issues and corporate governance |
Key Governance Features
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Compensation of Directors
Compensation of Directors We provide competitive compensation to our non-employee directors that enables us to attract and retain high-quality directors, provides them with compensation at a level that is consistent with our compensation objectives, and encourages their ownership of our stock to further align their interests with those of our shareholders. A director who is also a full-time employee of the Company receives no additional compensation for service as a member of our Board. Compensation for non-employee directors is reviewed at least biennially by the Corporate Governance and Sustainability Committee. In 2024, our non-employee directors’ compensation consisted of: •an annual cash retainer of $100,000, paid quarterly; •an additional annual cash retainer of $150,000, paid quarterly, for the Chair of the Board and an additional annual cash retainer of $25,000 for any Committee Chair; and •an equity retainer credited to each non-employee director upon his or her first election as such and annually thereafter with a value of $240,000 on the date of grant, based upon the closing price of shares of Zoetis common stock on that date. In February 2025, our Board approved an increase in the value of the equity retainer credited to each non-employee director in 2025 to $250,000. The equity retainer is granted in the form of restricted stock units that vest on the first anniversary of the date of grant. Non-employee directors may defer the receipt of up to 100% of their applicable cash retainer under the Zoetis Amended and Restated Non-Employee Director Deferred Compensation Plan (the “Director Deferral Plan”). Any deferrals under the Director Deferral Plan are credited as phantom stock units in the Zoetis stock fund or an alternate investment fund, with each phantom stock unit representing one share of Zoetis common stock. Phantom stock units in the Zoetis stock fund receive dividend equivalent rights but do not receive voting rights and are settled in cash upon the director’s separation from service. Non-employee directors may defer the settlement of 100% of their restricted stock unit awards under the Director Deferral Plan. Deferred restricted stock unit awards are settled in stock upon the director’s separation from service.
Compensation of Directors
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Compensation of Directors
| 2024 Annual Director Compensation | | | | | | | | Board Chair: An additional $150,000 annual cash retainer | | | | | Committee Chair: An additional $25,000 annual cash retainer | | | | Annual Cash Retainer | | | | | Annual Equity Retainer | |
Compensation of Directors
In 2024, we granted equity retainers in the form of restricted stock units, valued at $240,000 in the aggregate for each non-employee director on the date of grant, as follows: •On February 6, 2024, each of Mses. Broadhurst and Parent, Drs. Leatherberry and Reed and Messrs. Bisaro, D’Amelio, Khosla, Norden, McCallister and Scully received 1,223 restricted stock units valued at $196.14 per share. •On April 1, 2024, Mr. Hattersley received 1,436 restricted stock units valued at $167.02 per share. Each restricted stock unit earns dividend equivalents which are credited as additional restricted stock units. Each non-employee director has a right to receive the shares of Zoetis common stock underlying the restricted stock units, if such restricted stock units are not deferred, on the first anniversary of the date of grant of the restricted stock units (or in the case of dividend equivalents, on the first anniversary of the date of grant of the underlying restricted stock units), subject to the director’s continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. Deferred restricted stock unit awards are settled in stock upon the director’s separation from service. All directors are also eligible to participate in the Zoetis Foundation’s Matching Gift program. Under the Matching Gift program the Zoetis Foundation will match each director’s charitable donations, dollar for dollar, up to $5,000 per calendar year. The Zoetis Foundation is a charitable organization established by Zoetis Inc. and is a separate legal entity from Zoetis Inc. with distinct legal restrictions. Only eligible 501(c)(3) tax-exempt organizations may receive a matching donation from the Zoetis Foundation.
Compensation of Directors
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Compensation of Directors
The following table summarizes the total compensation earned in 2024 by each of our directors who served as a non-employee director during 2024.
Compensation of Directors
| Name | Fees Earned or Paid in Cash($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Paul M. Bisaro(4) | $100,000 | $240,000 | — | $340,000 | | Vanessa Broadhurst(5) | $100,000 | $240,000 | $500 | $340,500 | | Frank A. D’Amelio(6) | $112,500 | $240,000 | $5,000 | $357,500 | | Gavin D.K. Hattersley(7) | $75,000 | $240,000 | — | $315,000 | | Sanjay Khosla(4) | $100,000 | $240,000 | — | $340,000 | | Antoinette R. Leatherberry(4) | $100,000 | $240,000 | — | $340,000 | | Michael B. McCallister(8) | $250,000 | $240,000 | — | $490,000 | | Gregory Norden(9) | $125,000 | $240,000 | — | $365,000 | | Louise M. Parent(10) | $125,000 | $240,000 | $5,000 | $370,000 | | Willie M. Reed(11) | $125,000 | $240,000 | $5,000 | $370,000 | | Robert W. Scully(12) | $112,500 | $240,000 | — | $352,500 |
Compensation of Directors
(1)The amounts in the Stock Awards column for all directors reflect the aggregate grant date value of restricted stock units granted to non-employee directors in 2024 calculated in accordance with FASB ASC Topic 718. The grant date fair value of each restricted stock unit granted to each of Mses. Broadhurst and Parent, Drs. Leatherberry and Reed and Messrs. Bisaro, D’Amelio, Khosla, Norden, McCallister and Scully on February 6, 2024 was $196.14. The grant date fair value of each restricted stock unit granted to Mr. Hattersley on April 1, 2024 was $167.02. Restricted stock units accrue dividend equivalents, which are credited as additional restricted stock units subject to the same terms and conditions as the underlying restricted stock units. Restricted stock units vest and are settled in shares of Zoetis common stock on the first anniversary of the date of grant, subject to the director’s continued service through such vesting date and subject to earlier vesting and settlement upon certain specified events. As of December 31, 2024, the aggregate number of restricted stock units (including dividend equivalents) held by each current non-employee director was as follows: Mr. Bisaro, 2,455; Ms. Broadhurst, 2,632; Mr. D’Amelio, 2,455; Mr. Hattersley 1,447; Mr. Khosla, 2,455; Dr. Leatherberry, 2,455; Mr. McCallister, 2,455; Mr. Norden, 2,455; Ms. Parent, 2,455; Dr. Reed, 2,455; and Mr. Scully, 2,455. (2)As of December 31, 2024, Mr. D’Amelio, Mr. Khosla and Mr. Scully each had 5,869 deferred stock units and Dr. Leatherberry had 1,475 deferred stock units, issued pursuant to the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, which provides a voluntary election, that became applicable for restricted stock units issued in 2019, for directors to defer receipt of their shares upon the vesting of their restricted stock units. These deferred stock units are fully vested and will be paid in a single lump payment within 30 business days following the earlier to occur of (i) a termination event, or (ii) a change in control that constitutes a “change in ownership or control” for purposes of Section 409A in accordance with the terms of the Plan. Prior to 2015, each non-employee director was granted an equity retainer in the form of deferred stock units upon his or her election to the Board and annually thereafter. Deferred stock units vest fully on the date of grant, accrue dividend equivalents that are credited as additional restricted stock units, and are settled in Zoetis common stock only upon the director’s separation from service with the Company. As of December 31, 2024, the aggregate number of deferred stock units (including dividend equivalents) held by each current non-employee director was as follows: Mr. D’Amelio, 9,967; Mr. Khosla, 9,967; Mr. McCallister, 10,775; Mr. Norden, 10,775; Ms. Parent, 9,967; Dr. Reed, 4,902; and Mr. Scully, 9,967. (Mr. Bisaro, Ms. Broadhurst, Mr. Hattersley and Dr. Leatherberry were not directors prior to 2015 and do not hold any deferred stock units). (3)The amounts shown reflect matching contributions made by the Zoetis Foundation under the Matching Gift program described above. (4)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2024, and (b) an equity retainer of 1,223 restricted stock units granted on February 6, 2024 with a grant date fair value of $240,000. (5)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2024, (b) an equity retainer of 1,223 restricted stock units granted on February 6, 2024 with a grant date fair value of $240,000, and (c) a matching contribution of $500 made by the Zoetis Foundation. (6)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2024, (b) a cash retainer of $12,500 for service as Chair of the Human Resources Committee during half of 2024, (c) an equity retainer of 1,223 restricted stock units granted on February 6, 2024 with a grant date fair value of $240,000, and (d) a matching contribution of $5,000 made by the Zoetis Foundation. (7)Represents (a) a cash retainer of $75,000 for service to the Board as a non-employee director during part of 2024, and (b) an equity retainer of 1,436 restricted stock units granted on April 1, 2024 with a grant date fair value of $240,000.
Compensation of Directors
| 38 | Zoetis 2025 Proxy Statement |
Compensation of Directors
(8)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2024, (b) a cash retainer of $150,000 for service as Chair of the Board during 2024, and (c) an equity retainer of 1,223 restricted stock units granted on February 6, 2024 with a grant date fair value of $240,000. (9)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2024, (b) a cash retainer of $25,000 for service as Chair of the Audit Committee during 2024, and (c) an equity retainer of 1,223 restricted stock units granted on February 6, 2024 with a grant date fair value of $240,000. (10)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2024, (b) a cash retainer of $25,000 for service as Chair of the Corporate Governance and Sustainability Committee during 2024, (c) an equity retainer of 1,223 restricted stock units granted on February 6, 2024 with a grant date fair value of $240,000, and (d) a matching contribution of $5,000 made by the Zoetis Foundation. (11)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2024, (b) a cash retainer of $25,000 for service as Chair of the Quality and Innovation Committee during 2024, (c) an equity retainer of 1,223 restricted stock units granted on February 6, 2024 with a grant date fair value of $240,000, and (d) a matching contribution of $5,000 made by the Zoetis Foundation. (12)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2024, (b) a cash retainer of $12,500 for service as Chair of the Human Resources Committee during half of 2024, and (c) an equity retainer of 1,223 restricted stock units granted on February 6, 2024 with a grant date fair value of $240,000.
Table of Contents
| NEO AIP Decisions | 60 | | Long-Term Incentives | 60 | | 2024 LTI Mix | 61 | | NEO LTI Decisions | 63 | | Retirement Benefits | 64 | | Severance | 64 | | Perquisites | 65 | | Compensation Governance Policies and Practices | 65 | | Stock Ownership Requirements | 65 | | Anti-Hedging and Anti-Pledging Policies | 66 | | Clawback and Compensation Recovery Policies | 66 | | Equity Award Grant Practices | 66 | | Compensation Risk Assessment | 66 | | Tax Deductibility of NEO Compensation | 67 | | Executive Transitions | 67 | | Report of the Human Resources Committee | 68 |
2024 Total Compensation Mix
| | | % of Target Total Direct Compensation | | | | | Element | Key Terms | CEO | | Average Other NEOs | | | Base Salary | •Reflects fulfillment of day-to-day responsibilities; recognizes executives’ skills and experience | 8% | | 24% | | | Annual Incentive Plan (AIP) | •Motivates and rewards achievement of our financial and strategic/operational goals, as well as individual performance •2024 AIP pool funded based on: •Revenue •Adjusted diluted EPS •Free cash flow | 12% | | 20% | | | Long-Term Incentives | | | | | | | Performance Award Units | •Aligns NEO and shareholder interests •Vesting based on three-year relative TSR performance | 40% | | 28% | | | Stock Options | •Reward NEOs for increases in stock price over a period of up to ten years, motivating executives to maximize Zoetis’ long-term performance and shareholder returns •Three-year graded vesting | 20% | | 14% | | | Restricted Stock Units | •Aligns NEO and shareholder interests •Three-year graded vesting | 20% | | 14% | |
2024 Compensation Highlights
2024 Compensation Highlights Our financial and other performance achievements were directly and indirectly reflected in the outcomes of our incentives. Annual Incentive Plan (“AIP”) payouts for NEOs who were executive officers at the end of 2024 averaged 140% of target. Performance-vesting restricted stock units (“performance award units”) for the 2022-2024 cycle vested at 0% of target, reflecting relative total shareholder return (“Relative TSR”) performance at the 17th percentile of the S&P 500 Group, which was below the 25th percentile threshold for vesting. In 2024, the Human Resources Committee approved two changes to the design of the Company’s performance award units, effective for grants made in 2025: (1) use of the S&P 500 Health Care index companies to measure Relative TSR performance, replacing the full S&P 500 Group (as described below under “Long-Term Incentives”); and (2) incorporation of a three-year operational revenue growth metric.
Base Salary and Annual Incentive
Base Salary and Annual Incentive On February 6, 2024, the Human Resources Committee approved an increase to Ms. Peck's base salary from $1,200,000 to $1,300,000, effective January 1, 2024. Her target annual incentive opportunity remained at 150% of her base salary, providing for an annual target total cash compensation of $3,250,000 for 2024. On February 6, 2025, the Human Resources Committee recommended, and the Board approved, an annual incentive payment for 2024 of $2,730,000 (140% of the annual incentive target) for Ms. Peck based on Zoetis' 2024 financial results and her individual performance, providing for an annual actual total cash compensation of $4,030,000 for 2024.
Long-Term Incentive
Long-Term Incentive On February 6, 2024, Ms. Peck received a long-term equity incentive grant with a total grant date fair value of $12,750,000 consisting of 50% performance award units, 25% restricted stock units ("RSUs") and 25% stock options. Accordingly, she received 23,724 target performance award units, 16,251 RSUs and 62,500 stock options. Performance award units are subject to a three-year cliff vesting schedule (vests 100% on the third anniversary of the grant date), while RSUs and stock options are subject to a three-year graded vesting schedule (one-third vests each year on the anniversary of the grant date). These awards are generally subject to Ms. Peck's continued employment through the vesting date and, in the case of performance award units, the Company's results against its three-year Relative TSR goals.
Compensation Philosophy
| | Pay for Performance | | Align Management Interests with Shareholders | | Pay Mix | | Foster a pay-for-performance culture by tying a large portion of our executives’ pay to performance against pre-established annual Company financial and operational metrics, as well as pre-established annual individual goals for each executive. | | Align the interests of management with results delivered to our shareholders through the use of long-term incentive programs that are designed to reward executives for increasing the value of our shareholders’ investment. | | Provide competitive compensation opportunities over the short term (base salary and annual incentives) and long term (equity-based long-term incentive awards) which are intended to retain our experienced management team, enable us to attract new qualified executives when needed and remain externally aligned with the compensation practices of our peer group, with the majority of pay at-risk and tied to long-term performance. | |
Basic Principles of Our Executive Compensation Practices
| WHAT WE DON’T DO: | | | | Maintain employment agreements with our executives, including our NEOs (other than agreements that are required or customary for executives outside of the U.S., and short-term agreements for specific purposes). | | | Allow repricing of stock options without shareholder approval. | | | Provide tax “gross ups” to any of our executives, including our NEOs (except with respect to certain international assignment or relocation expenses, consistent with our policies and available to all eligible colleagues on the same basis). | | | Provide for “single-trigger” equity award vesting or other “single-trigger” payments or benefits upon a change in control. |
Elements of 2024 Compensation
| Element | Description and Purpose | Comments | | Cash Compensation: | | | | Base Salary | •Fixed cash compensation that reflects fulfillment of day-to-day responsibilities, skills and experience. •Addresses colleague cash-flow needs and retention objectives. | •Reviewed annually considering changes in market practice, performance and individual responsibility. | | Annual Incentive Plan | •Annual cash incentive that rewards achievement of our financial and strategic/operational goals, as well as the individual performance of the NEO and, along with base salary, provides a market-competitive annual cash compensation opportunity. •The AIP pool is funded based on Zoetis’ performance against revenue, adjusted diluted EPS and free cash flow goals. | •Amount of payout is based on the extent of achievement of the Company and individual goals set and approved by the Human Resources Committee in the first quarter of each year. •The Human Resources Committee may exercise discretion in considering performance results in the context of other strategic and operational objectives. | | Long-Term Incentives: | | | | Performance Award Units | •Equity awards that give the recipient the right to receive shares of Zoetis stock on a specified future date, subject to vesting and the Company’s performance against its three-year goals and generally subject to continued employment through the vesting date. •Align NEO and shareholder interests, as the value NEOs realize from their performance award units depends on the value of the shareholders’ investment relative to other similar investment opportunities over the same time period. | •In 2024, the target number of performance award units represented 50% of each NEO’s annual long-term incentive opportunity based on the grant date fair value of the awards. •Three-year cliff vesting: units earned based on Relative TSR, the Company’s TSR results over the three-year performance period relative to the TSR results of the S&P 500 Group (as described below under “Long-Term Incentives”), vest 100% on the third anniversary of the date of grant, subject to the NEO’s continued employment through such date (with vesting on certain earlier terminations, such as retirement, death, restructuring, change in control, etc., that are generally aligned with market practice). •Paid out in shares of Company common stock upon vesting, with the payout ranging from 0% to 200% of target (including dividend equivalents), depending on the extent to which the pre-determined performance goals have been achieved. •Dividend equivalents are accrued over the vesting period and paid when and if the performance award units vest (subject to the same vesting conditions as the underlying performance award units). |
Elements of 2024 Compensation
| Element | Description and Purpose | Comments | | Long-Term Incentives: (Continued) | | | | Stock Options | •Equity awards that provide value based on growth in our stock price, subject to vesting generally upon recipient’s continued employment through the vesting date. •Motivates attainment of long-term goals, including total shareholder return and stock price growth. •Reward NEOs for increases in the stock price over a period of up to ten years. | •In 2024, stock options represented 25% of each NEO’s annual long-term incentive opportunity based on the grant date fair value of the awards. •Exercise price equals 100% of the stock price on the date of grant. •Ten-year term. •Three-year graded vesting: vests one-third each year, on the anniversary of the grant date, subject to the NEO’s continued employment through such date (with vesting on certain earlier terminations, such as retirement, death, restructuring, change in control, etc., that are generally aligned with market practice). | | Restricted Stock Units | •Equity awards that give the recipient the right to receive shares of Zoetis stock on a specified future date, subject to vesting generally based upon recipient’s continued employment through the vesting date. •Align NEO and shareholder interests, as NEOs’ RSUs increase in value as the stock price increases. | •In 2024, RSUs represented 25% of each NEO’s annual long-term incentive opportunity based on the grant date fair value of the awards. •Three-year graded vesting: vests one-third each year, on the anniversary of the grant date, subject to the NEO’s continued employment through such date (with vesting on certain earlier terminations, such as retirement, death, restructuring, change in control, etc., that are generally aligned with market practice). •Paid out in shares of Company common stock upon vesting. •Dividend equivalents are accrued over the vesting period and paid when and if the RSUs vest (subject to the same vesting conditions as the underlying RSUs). | | Retirement: | | | | U.S. Savings Plan (“Savings Plan”) | •A tax-qualified 401(k)/profit sharing plan that allows U.S. participants to defer a portion of their compensation, up to U.S. Internal Revenue Code (“IRC”) and other limitations, and receive a Company matching contribution. •A discretionary profit sharing contribution of up to 8% of an eligible colleague’s eligible pay (generally, base salary plus bonuses), within IRC limitations and based on Company performance. | •We provide a matching contribution of 100% on the first 5% of a colleague’s eligible pay contributed to the Savings Plan, up to IRC limitations. •For 2024, we made a profit sharing contribution of 5% of eligible pay (within IRC limitations) to all eligible U.S. colleagues. |
Elements of 2024 Compensation
| Element | Description and Purpose | Comments | | Supplemental Savings Plan | •A non-qualified deferred compensation plan that allows eligible colleagues, including our NEOs, to defer up to 30% of their salary and AIP to make up for amounts that would otherwise have been contributed to the Savings Plan (by the colleague or as matching or profit sharing contributions by the Company) but could not be contributed due to IRC limitations. •Also allows NEOs and certain other executives to defer up to an additional 60% of the amount of their AIP payment that is over the IRC 401(a)(17) limit and that is not matched by the Company. | •Matching and profit sharing contributions are notionally credited as Company stock and settled in cash after the colleague’s separation from the Company, based upon the terms of the Supplemental Savings Plan and in compliance with applicable IRC regulations. | | Severance: | | | | Executive Severance Plan | •Severance benefits provided to NEOs and certain other executives (currently 10 colleagues, including the NEOs) upon an involuntary termination of employment without cause (whether before or after a change in control), or upon a “good reason” termination of employment upon or within 24 months following a change in control. •Facilitates recruitment and retention of NEOs and certain other executives by providing income security in the event of involuntary job loss. | •Provides the CEO with: •1.5 times base salary and target annual incentive upon an involuntary termination of employment without cause (unrelated to a change in control); and •2.5 times base salary and target annual incentive upon an involuntary termination of employment without cause or a “good reason” termination following a change in control. •Provides other executives, including the NEOs, other than the CEO with: •1 times base salary and target annual incentive upon an involuntary termination of employment without cause (unrelated to a change in control); and •2 times base salary and target annual incentive upon an involuntary termination of employment without cause or a “good reason” termination following a change in control. |
The Human Resource Committee’s Process
The Human Resource Committee’s Process Pursuant to its charter, the Human Resources Committee is responsible for, among other duties: •Reviewing and approving the Company’s overall compensation philosophy; •Overseeing the administration of related compensation and benefit programs, policies and practices; •Reviewing and approving the Company’s peer companies and data sources for purposes of evaluating the Company’s compensation competitiveness; •Establishing the appropriate competitive positioning of the levels and mix of compensation elements; •Evaluating the performance of the CEO against performance goals and objectives approved by the Board in the first quarter of the year; •Reviewing and approving the Company and individual performance goals in the first quarter of the year, evaluating the performance of each executive against these performance goals and approving the compensation of the Company’s executive officers; and •Overseeing the Company’s programs and policies regarding talent development, colleague engagement and workplace culture. At the beginning of each year, the Human Resources Committee meets and approves strategic, financial and operational objectives for the CEO, the other NEOs and the other members of the Zoetis Executive Team (“ZET”) for the upcoming year, and evaluates the performance of the CEO, the other NEOs and the other ZET members for the previous year. The CEO does not play any role in the Human Resources Committee’s recommendation regarding her own compensation. For the other NEOs and ZET members, the CEO presents the Human Resources Committee with recommendations for each element of compensation. The CEO bases these recommendations upon her assessment of each individual’s performance, the performance of the relevant functions overseen by the individual, benchmark information and retention risk. The Human Resources Committee then reviews the CEO’s recommendations, makes appropriate adjustments and approves compensation changes at its discretion.
Role of the Compensation Consultant
Role of the Compensation Consultant The Human Resources Committee engaged Pearl Meyer to serve as its independent executive compensation consultant for 2024. While Pearl Meyer may make recommendations on the form and amount of compensation, the Human Resources Committee makes all decisions regarding the compensation of our NEOs, subject to the review (and approval in the case of the CEO’s compensation) of the other independent directors. In 2024, Pearl Meyer served the Human Resources Committee in a variety of activities, including: •Reviewing and advising the Human Resources Committee on evolving trends in executive compensation and as to materials presented by management to the Human Resources Committee; •Attending 2024 Human Resources Committee meetings and communicating with the Committee Chair between meetings as necessary; •Providing the Human Resources Committee with advice, pay-for-performance analytics and benchmarking norms related to the compensation of the CEO, the other NEOs and the other ZET members; •Reviewing our compensation peer group and recommending changes;
Role of the Compensation Consultant
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Role of the Compensation Consultant
•Reviewing our annual incentive and long-term incentive plan designs; •Reviewing recommendations for stock ownership guidelines for the ZET; •Reviewing and assessing our incentive and other compensation programs to ensure they do not create undue risk for the Company; and •Reviewing this CD&A and the related Executive Compensation Tables.
Peer Group and Compensation Benchmarking
Peer Group and Compensation Benchmarking Each year, the Human Resources Committee, in consultation with the executive compensation consultant, conducts a review of Zoetis’ compensation peer group of publicly-traded companies that is used for purposes of benchmarking pay levels and pay practices for our CEO, our other NEOs and the other ZET members, to determine if any changes are necessary or appropriate. Our peer group selection looks beyond our animal health competitors to a broader list of companies in the pharmaceutical, biotechnology, life sciences and healthcare equipment industries. Additionally, companies with similar revenue and market capitalization, as well as similarities to Zoetis in the nature of their businesses, and the availability of relevant comparative compensation data, are also considered. The compensation peer group used by the Human Resources Committee in determining 2024 executive compensation was comprised of the 15 companies listed in the table below:
Peer Group and Compensation Benchmarking
| Agilent Technologies, Inc. | Boston Scientific Corporation | Illumina, Inc. | Stryker Corporation | | Baxter International Inc. | Elanco Animal Health Incorporated | Intuitive Surgical, Inc. | Thermo Fisher Scientific Inc. | | Becton, Dickinson and Company | Gilead Sciences, Inc. | IQVIA Holdings Inc. | Zimmer Biomet Holdings, Inc. | | Biogen Inc. | IDEXX Laboratories, Inc. | Mettler-Toledo International Inc. | |
Peer Group and Compensation Benchmarking
Zoetis ranked in the 50th percentile in revenue and 70th percentile in total market capitalization among the companies in the above peer group. In determining the elements of 2024 compensation for our NEOs, we used the following benchmarks: •Proxy statement data for the peer group as disclosed in each company’s prior year CD&A and executive compensation tables; and •Willis Towers Watson’s executive compensation survey data from our peer companies and, to ensure robust data for benchmarking purposes, from similarly sized companies in life sciences and other industries. While the Human Resources Committee does not set a specific compensation level relative to the peer group or survey data, this information is considered by the Human Resources Committee as it applies its judgment to compensation decisions. In 2024, as part of its annual review of the compensation peer group, the Human Resources Committee reviewed the above companies and decided to remove Illumina, Inc. and Mettler-Toledo International Inc., and to add Edwards Lifesciences Corporation, Vertex Pharmaceuticals, Inc., and Bristol-Myers Squibb Company. These changes were made to align our peer group more closely with our financial size and industry, and with our competitors for talent. The Human Resources Committee believes this group will provide a robust number of peer companies and a good balance of companies of similar size and scope across the various industries in which Zoetis competes for talent. This 16-company peer group will be used by the Human Resources Committee in making 2025 executive compensation decisions.
Peer Group and Compensation Benchmarking
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Peer Group and Compensation Benchmarking
The Human Resources Committee will continue to review our compensation peer group on an annual basis and will make any adjustments that are deemed to be appropriate for purposes of benchmarking pay levels and pay practices for our CEO, our other NEOs, and the other ZET members.
Compensation Structure
Compensation Structure The compensation structure for our executives, including our NEOs, reflects our overall compensation philosophy of emphasizing pay-for-performance and aligning the interests of our executive officers and shareholders. The structure is designed to emphasize incentive compensation over fixed compensation and equity compensation over cash compensation. For all our NEOs, long-term incentive compensation is entirely equity-based and makes up the largest portion of their pay mix. In 2024, 92% of the TTDC of Ms. Peck was incentive-based pay, either subject to achievement of performance goals or with value directly tied to the price of our common stock. For each of our NEOs other than Ms. Peck, on average 76% of TTDC was incentive-based pay. The table and charts below show the mix of TTDC for our NEOs at the end of 2024. The TTDC for our NEOs reflects their base salaries and target annual incentive opportunities as of the end of the year. The numbers in this table differ from those shown in the 2024 Summary Compensation Table (included later in this proxy statement). The Summary Compensation Table reflects actual base salary and annual incentives earned during 2024 (rather than target amounts), while the table below does not include all compensation information required to be presented in the Summary Compensation Table under the SEC rules.
2024 NEO Compensation Structure*
| | | | | | Pay Mix | | | | NEO | Base Salary | Target Annual Cash Incentive | Long-Term Equity Incentive | Target Total Direct Compensation | Base Salary | Target Annual Incentive | Long- Term Incentive | | Kristin C. Peck | $1,300,000 | $1,950,000 | $12,750,000 | $16,000,000 | 8% | 12% | 80% | | Wetteny Joseph | $750,000 | $712,500 | $3,187,500 | $4,650,000 | 16% | 15% | 69% | | Jamie Brannan | $720,000 | $648,000 | $1,215,000 | $2,583,000 | 28% | 25% | 47% | | Robert J. Polzer | $660,000 | $528,000 | $1,450,000 | $2,638,000 | 25% | 20% | 55% | | Roxanne Lagano | $650,000 | $487,500 | $1,362,500 | $2,500,000 | 26% | 20% | 55% | | Heidi C. Chen | $635,000 | $444,500 | $1,415,000 | $2,494,500 | 25% | 18% | 57% | | Wafaa Mamilli | $650,000 | $520,000 | $1,380,000 | $2,550,000 | 25% | 20% | 54% |
Annual Incentive Plan
Annual Incentive Plan Our AIP is our annual cash incentive plan, which is intended to reward all AIP-eligible colleagues, including our NEOs, for achievement of Company financial and strategic/operational goals, as well as achievement of their own individual performance goals as determined by the Human Resources Committee and, in the case of the CEO, the Zoetis Board.
Annual Incentive Plan
| Our AIP utilizes a funded pool approach. An overall target AIP pool for the year is determined by adding together the target AIP payouts for each eligible colleague, including the NEOs. The actual amount of the AIP pool for 2024 was determined by the Human Resources Committee based on the Company’s attainment of the revenue, adjusted diluted EPS and free cash flow goals (weighted 40%, 40% and 20%, respectively) approved by the Human Resources Committee in the first quarter of the year. |
2024 AIP Components
2024 AIP Components The three measures (revenue, adjusted diluted EPS and free cash flow) were selected because they reflect the successful execution of our business strategy, support the achievement of the Company’s annual operating plan, and are metrics that shareholders use to track our performance; more specifically: •Revenue measures our growth; •Adjusted diluted EPS(3) measures our profitability; and •Free cash flow(4) measures our efficient management of working capital and discipline in capital expenditures. The threshold, target and maximum performance levels for AIP pool funding for 2024 were established by the Human Resources Committee in early 2024. The Human Resources Committee seeks to set goals that are rigorous but attainable. In 2024, our goals for the AIP were set above the prior year’s target goals and results for each metric. AIP payouts to ZET members also reflect our strategic/operational goals, which are incorporated in both ZET shared objectives and individual objectives, and are established at the beginning of the year. Goals are organized under the Company’s six strategic pillars: (1) lead through innovation across our diverse portfolio; (2) deliver an exceptional experience to delight our customers; (3) power our business through digital solutions and data insights; (4) support a workplace where colleagues can thrive; (5) advance sustainability for a better future; and (6) perform with excellence and agility. (3)Adjusted diluted EPS (a non-GAAP financial measure) is defined as reported diluted EPS, excluding purchase accounting adjustments, acquisition and divestiture-related costs and certain significant items. Pages 43 to 45 of our 2024 Annual Report on Form 10-K contain a reconciliation of this non-GAAP financial measure to reported results under GAAP for 2024. (4)Free cash flow is defined as (i) net cash provided by operations ($2,953 million in 2024), minus (ii) capital expenditures ($655 million in 2024). Both net cash provided by operations and capital expenditures are GAAP financial measures and can be found in “Consolidated Statements of Cash Flows” on page 60 of our 2024 Annual Report on Form 10-K.
2024 AIP Components
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Company 2024 Performance
| | 2024 Reported Results | Adjustments** | 2024 AIP Results | 2024 AIP Target | AIP Results as a Percent of Target | | | Revenue* | $9,256 | $187 | $9,443 | $9,183 | | 103% | | Adjusted Diluted EPS | $5.92 | $0.24 | $6.16 | $5.81 | | 106% | | Free Cash Flow* | $2,298 | $64 | $2,362 | $1,789 | | 132% |
2024 Annual Incentive Plan: Threshold, Target, Maximum and Actual Performance Levels
2024 Annual Incentive Plan: Threshold, Target, Maximum and Actual Performance Levels
2024 Annual Incentive Plan: Threshold, Target, Maximum and Actual Performance Levels
| n | Threshold | n | Target | n | Maximum | n | Actual |
2024 Annual Incentive Plan: Threshold, Target, Maximum and Actual Performance Levels
The target payout levels for our NEOs were set by the Human Resources Committee (and, in the case of Ms. Peck, the Board) in February 2024. Payouts under the AIP program range from 0% to 200% of the target level depending on actual performance.
2024 Annual Incentive Plan: Threshold, Target, Maximum and Actual Performance Levels
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NEO AIP Decisions
NEO AIP Decisions In February 2025, the Human Resources Committee (and, as related to the CEO’s compensation, the Board) determined the amount of annual incentive earned by each of our NEOs and approved the final payouts to each NEO for 2024. The NEOs’ 2024 annual incentive awards were based on a holistic assessment of: •The financial performance of Zoetis (measured against targets for revenue, adjusted diluted EPS and free cash flow); •The financial performance of their respective region/business unit/function measured by annual budgets for revenue and income before adjustments (as applicable); •The achievement of approved strategic and operational goals for their respective region/business unit/function; and •An assessment of each NEO’s individual performance including an assessment of whether such performance was in alignment with our Core Beliefs, which define the values and behaviors that we expect all Zoetis colleagues, including our NEOs, to exhibit in carrying out their responsibilities. The 2024 AIP awards for our NEOs reflecting the Human Resources Committee’s assessment of their performance in 2024 (and, in the case of our CEO, the Board’s assessment of her performance in 2024) are shown in the table below:
NEO AIP Decisions
| NEO | AIP Target Amount | AIP Award % of Target | AIP Award Paid | | Kristin C. Peck | $1,950,000 | 140% | $2,730,000 | | Wetteny Joseph | $712,500 | 140% | $997,500 | | Jamie Brannan(a) | $537,231 | 140% | $752,123 | | Robert J. Polzer | $528,000 | 140% | $739,200 | | Roxanne Lagano(b) | $448,125 | 140% | $627,375 | | Heidi C. Chen(c) | $242,766 | 128% | $310,740 | | Wafaa Mamilli | $520,000 | 120% | $623,740 |
NEO AIP Decisions
(a)Mr. Brannan’s AIP Target Amount for the full year 2024 reflects an increase in his AIP target effective November 11, 2024, pursuant to the new role he assumed as of November 11, 2024. (b)Ms. Lagano’s AIP Target Amount for the full year 2024 reflects an increase in her AIP target effective August 1, 2024, pursuant to the new role she assumed as of May 6, 2024. (c)Ms. Chen’s AIP Target Amount is pro-rated through her termination of employment date of July 16, 2024. Ms. Chen received an AIP payout in accordance with the terms of her Letter Agreement filed with the SEC as an exhibit to the Form 8-K on May 20, 2024.
Long-Term Incentives
Long-Term Incentives The Zoetis Inc. 2013 Equity and Incentive Plan Amended and Restated as of May 19, 2022 (the “Equity Plan”) is a comprehensive long-term incentive compensation plan that permits us to grant equity-based long-term compensation awards to colleagues and directors. The Human Resources Committee believes that equity-based long-term incentive awards align the interests of management with our shareholders and focus management on our long-term growth. In addition, the Human Resources Committee believes that equity-based awards are essential to attract and retain the talented professionals and managers needed for our continued success. In determining the size of equity-based grants, the Human Resources Committee considers the number of shares available under the Equity Plan, the potential dilutive impact of such grants on our shareholders, the individual’s position with us, the appropriate allocation of such grants based on past and projected individual and corporate performance and the level of grants awarded by our peers to similarly situated executives. Accordingly, the value of LTI awards represented 80% of the CEO’s, and an average of 56% of the target total compensation opportunity of the other NEOs.
Long-Term Incentives
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Long-Term Incentives
Our performance award units use relative total shareholder return (“Relative TSR”) as the metric for assessing performance over a three-year performance period. TSR is the appreciation of share price, including dividends, during the performance period. Relative TSR is Zoetis’ TSR as compared to the TSR over the performance period of the “S&P 500 Group”, which we define as the companies comprising the S&P 500 stock market index as of the beginning of the performance period, excluding companies that during the performance period are acquired or no longer publicly traded. Relative TSR was selected because we believe it best aligns the interests of our NEOs with those of our shareholders over the performance period. Our RSUs and stock option awards issued in 2024 vest on a graded basis over three years (one-third of the award vests on each of the first, second and third anniversaries of the date of grant), assuming continued employment through the vesting date(s). Our performance award units vest in full on the third anniversary of the date of grant, assuming continued employment through the vesting date and subject to the Company’s Relative TSR over the three-year performance period. For all LTI awards, earlier vesting may occur in connection with certain termination conditions, such as retirement, death, disability, restructuring, change in control, etc., that are generally aligned with market practice.
2024 LTI Mix
2024 LTI Mix Long-term incentive awards granted to the Company’s senior leaders (approximately 300 colleagues, including the NEOs) in 2024 were delivered with 50% of the value in performance award units, 25% in RSUs and 25% in stock options. The actual grant-date value of each LTI award was consistent with this mix (please see the “2024 Grants of Plan-Based Awards Table”). We believe the greater emphasis on achievement of the Relative TSR goal in our performance award units aligns the interests of the NEOs with the interests of our shareholders and further enhances the link between pay and performance in our compensation program.
2024 LTI Mix
| In 2024, long-term incentive awards were delivered through a mix of 50% performance award units and 25% each of stock options and RSUs, to approximately 300 of our senior leaders, including the NEOs. The actual grant-date value of each LTI award was consistent with this mix (please see the “2024 Grants of Plan-Based Awards Table”). We believe that the mix of stock options (which have value only if there is an increase in the value of our stock), RSUs (which focus our executives on sustained growth) and performance award units (which reward the Company’s executives in alignment with the relative return in our shareholders’ investment in the Company over the three-year performance period) that was delivered in 2024 supports our pay-for-performance objective by tying executive awards to shareholder value accretion. Long-term incentive awards were delivered to other eligible Zoetis colleagues generally through RSUs. |
Long-Term Incentive Award Mix
Long-Term Incentive Award Mix
Long-Term Incentive Award Mix
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Long-Term Incentive Award Mix
The three forms of LTI awards granted to our senior leaders, including the NEOs, are described below:
Long-Term Incentive Award Mix
| Performance Award Units | | | | 50% | | We grant performance award units to enhance the alignment of executive pay with the value created for our shareholders. Performance award units provide executives with the right to receive shares of our stock after the end of the three-year performance vesting period. The number of shares paid, if any, is generally subject to continued employment (with exceptions for certain terminations of employment) and the Company’s Relative TSR over the performance period. Dividend equivalents are credited as additional performance award units to outstanding performance award units and are paid out in shares of our stock at the same time the associated performance award units are paid. |
Objectives
Objectives •Align the interests of executives with those of shareholders over the performance vesting period. •Retain executive talent, as performance awards provide an opportunity for higher rewards when the Company’s total shareholder return results exceeds the median of the S&P 500 Group. •Encourage stock ownership by delivering shares upon settlement in accordance with the Company’s Relative TSR results. The performance award unit vesting schedule is as follows:
Objectives
| If the Relative TSR for the 2024-2026 performance period is: | The number of shares of stock that will vest is: | | Below the 25th percentile of the S&P 500 Group | Zero | | At the 25th percentile of the S&P 500 Group | 50% of the target number of units | | At the 50th percentile of the S&P 500 Group | 100% of the target number of units | | At or above the 75th percentile of the S&P 500 Group | 200% of the target number of units |
Objectives
| Stock Options | | | | 25% | | We view stock options as a form of long-term incentive that focus and motivate attainment of long-term stock price growth. If the stock price does not increase from the level at the date of the grant, the stock options will have no value to the executives. Stock options have a three-year graded vesting period (one-third of the award vests on each anniversary of the grant date). |
Objectives
Objectives •Encourage our executives to focus on decisions that will lead to the achievement of long-term goals, including long-term stock price growth. •Retain executive talent, since executives generally must remain with the Company during the vesting period before they can exercise the stock options (with exceptions for certain terminations of employment), and the options have a ten-year term from the date of the grant, generally subject to continued employment with the Company (with exceptions for certain terminations of employment).
Objectives
| Restricted Stock Units | | | | 25% | | RSUs provide executives with the right to receive shares of our stock over a three-year graded vesting period (one-third vests on each anniversary of the grant date), generally subject to continued employment (with exceptions for certain terminations of employment). Dividend equivalents are credited as additional RSUs to outstanding RSUs and are paid out in shares of our stock at the same time the associated RSUs are paid out. |
NEO LTI Decisions
NEO LTI Decisions Our NEOs typically receive equity-based grants as part of our annual grant of long-term incentive awards which occurs during the first quarter of each year. The following table sets forth the long-term incentive awards delivered to our NEOs in 2024. In determining the number of shares underlying each applicable award, the value of RSUs is divided by the grant date closing price of Zoetis common stock, the stock option value is divided by the Black-Scholes value as of the grant date and the performance award unit value is divided by the Monte Carlo simulation value as of the grant date (in each case, the number of underlying shares is rounded down to the nearest whole number).
NEO LTI Decisions
| | | Value of Equity Awards: | | | Number of Shares Underlying Awards: | | | | NEO | Total LTI Value | Stock Options | RSUs | Performance Award Units | Stock Options | RSUs | Performance Award Units | | Kristin C. Peck | $12,750,000 | $3,187,500 | $3,187,500 | $6,375,000 | 62,500 | 16,251 | 23,724 | | Wetteny Joseph | $3,187,500 | $796,875 | $796,875 | $1,593,750 | 15,625 | 4,062 | 5,931 | | Jamie Brannan | $1,215,000 | $303,750 | $303,750 | $607,500 | 5,955 | 1,548 | 2,260 | | Robert J. Polzer | $1,450,000 | $362,500 | $362,500 | $725,000 | 7,107 | 1,848 | 2,698 | | Roxanne Lagano | $1,250,000 | $312,500 | $312,500 | $625,000 | 6,127 | 1,593 | 2,325 | | Heidi C. Chen | $1,415,000 | $353,750 | $353,750 | $707,500 | 6,936 | 1,803 | 2,632 | | Wafaa Mamilli | $1,380,000 | $345,000 | $345,000 | $690,000 | 6,764 | 1,758 | 2,567 |
LTI Award Payouts
LTI Award Payouts In February 2025, the Human Resources Committee determined final shares earned for the 2022-2024 performance award unit cycle. Our Relative TSR was at the 17th percentile of the 482 companies remaining in the S&P 500 Group as of December 31, 2024. As a result of the Company’s Relative TSR result, and in accordance with the vesting matrix established at the beginning of the performance period, 0% of the 2022-2024 performance award units vested.
LTI Award Payouts
| | Performance Targets | | | | Achievement | | | Performance Period | Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Results | Results as % of Target | | January 1, 2022 to December 31, 2024 | Relative TSR | 25th Percentile | 50th Percentile | 75th Percentile | 17th Percentile | 0% |
LTI Award Payouts
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Retirement Benefits
Retirement Benefits Our U.S.-paid NEOs receive retirement benefits through Zoetis’ U.S. Savings Plan. The Savings Plan is a tax-qualified 401(k) savings plan available to all eligible U.S. colleagues. Participants may elect to contribute up to 60% of their salary and annual incentive payment to the Savings Plan, subject to IRC limitations. We match 100% of the colleague contribution, up to 5% of each colleague’s eligible pay (generally, base salary plus bonuses). We may also contribute a discretionary profit-sharing amount of up to 8% of each colleague’s eligible pay (subject to IRC limitations). For 2024, we contributed 5% of each colleague’s eligible pay (including the NEOs) as a profit-sharing contribution. To the extent the IRC limitations are exceeded, our Zoetis Supplemental Savings Plan is a non-qualified deferred compensation plan that makes up for amounts that would otherwise have been contributed to the Savings Plan but could not be contributed due to IRC limitations on the amount of compensation that may be taken into account under a tax-qualified plan ($345,000 for 2024). Eligible colleagues, including our NEOs, may elect to defer up to 30% of the amount by which their salary and annual incentive payment exceeds this compensation limit. We match these deferrals at the same rate as under the Savings Plan, i.e., 100% match up to 5% of eligible pay. In addition, our NEOs and certain other executives may elect to defer up to an additional 60% of the amount of their annual incentive payment that is over the IRC 401(a)(17) limit. We do not match these additional deferrals. If a colleague’s profit sharing contribution to the Savings Plan is limited by the compensation or contribution limit, the portion that the colleague was not able to receive in the Savings Plan is credited to the colleague’s account in the Zoetis Supplemental Savings Plan. Accounts are credited with earnings and losses based on the investment performance (positive or negative) of the investment options selected by colleagues. Generally, Zoetis Supplemental Savings Plan accounts are settled in cash after the participant’s separation from the Company. Mr. Brannan is employed by Zoetis U.K. Limited and receives retirement benefits through Zoetis’ United Kingdom (“U.K.”) tax-qualified defined contribution plan. The U.K. plan is available to all full or part-time U.K. employees who are not otherwise members of a qualifying pension scheme. Under the U.K. plan, the Company contributes 8% of base pay and applicable performance related bonus, and participants may elect to make contributions on a pre-tax basis.
Severance
Severance The Zoetis Executive Severance Plan covers our NEOs and certain other executives (currently 10 colleagues, including the NEOs). We do not maintain individual employment agreements with our executives (other than agreements that are required or customary for executives outside of the United States). Consistent with market practices and those of our peer companies, the plan provides for payment of severance benefits in the event of an involuntary termination of employment (other than for “Cause”(5)) that is not in connection with a “Change of Control”(5), and a higher level of benefits in the event of an involuntary termination of employment (other than for Cause) or a termination for “Good Reason”(5) that occurs upon or within 24 months following a Change of Control. The amounts payable under the plan are shown below:
Severance
| | Severance (Base Salary) | Continued Health and Life Insurance (at active colleague cost) | Annual Incentive | | Non-Change of Control Severance: | | | | | CEO | 18 months | 12 months | 1.5x target | | Other Participants | 12 months | 12 months | 1x target | | Change of Control Severance: | | | | | CEO | 30 months | 18 months | 2.5x target | | Other Participants | 24 months | 18 months | 2x target |
Severance
(5)“Cause”, “Change of Control” and “Good Reason” are as defined in the Zoetis Executive Severance Plan.
Severance
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Severance
The salary payments are made as salary continuation in the case of a non-Change of Control severance, and in a lump sum in the case of a Change of Control severance. The annual incentive payments are made in a lump sum under both circumstances. In addition to the benefits reflected in the table, we provide outplacement services to plan participants. All benefits under the plan are subject to the participant’s execution and non-revocation of a general release of all claims against the Company.
Equity Award Grant Practices
Equity Award Grant Practices The Human Resources Committee establishes the grant date for annual equity awards, including awards of performance award units, RSUs and stock options, at its meeting in early February. The annual equity grant is made within two to four trading days after the Company releases year-end earnings and files its Annual Report on Form 10-K. The grant date for all periodic off-cycle equity awards (e.g., new hire awards) is the last trading day of the month that includes the colleague’s date of hire, date of promotion, or other event date, as applicable. The Human Resources Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material nonpublic information.
Compensation Risk Assessment
In evaluating a compensation risk assessment that was conducted by Willis Towers Watson, and reviewed by Pearl Meyer, the Human Resources Committee’s independent executive compensation consultant, the Human Resources Committee considered the following: •The mix of cash and equity compensation, which is balanced with a strong emphasis on long-term awards; •Goals and objectives of the Company’s compensation programs, reflecting both quantitative and qualitative performance measures and avoiding excessive weight on a single performance measure; •The design of the Company’s sales incentive plans, to ensure the mix of fixed and variable compensation promotes appropriate behaviors among participants; •Equity compensation granted in the form of stock options, RSUs and performance award units to provide greater incentive to create and preserve long-term shareholder value; •Regular review of comparative compensation data to maintain competitive compensation levels in light of the Company’s industry, size and performance; •The Company’s minimum stock ownership guidelines, which ensure that executive officers have a meaningful direct ownership stake in the Company and align executive officers with long-term shareholder interests; •The Company’s restrictions on engaging in hedging transactions in the Company’s securities; and •The Company’s clawback policy and NYSE-compliant compensation recovery policy. Based on its evaluation in 2024, the Human Resources Committee has determined, in its reasonable business judgment, that the Company’s compensation policies and practices as generally applicable to its executive officers and colleagues do not create risks that are reasonably likely to have a material adverse impact on the Company and instead promote behaviors that support a long-term focus and shareholder value creation.
Executive Transitions
(the “Letter Agreement”), pursuant to which she served as a non-employee consultant from her employment termination date through December 31, 2024, and received a consulting fee in exchange for such advisory services. Ms. Chen also became eligible to receive severance payments and benefits in accordance with the terms of the Zoetis Executive Severance Plan and as set forth in the Letter Agreement. The provision of such severance payments, benefits and consulting fee described in the Letter Agreement is subject to Ms. Chen’s compliance with the terms of the Letter Agreement and the execution of a release of claims in favor of the Company and compliance with certain restrictive covenants.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Kristin C. Peck Chief Executive Officer | 2024 | 1,300,000 | | 9,562,347 | 3,187,500 | 2,730,000 | 426,913 | 17,206,760 | | | 2023 | 1,200,000 | | 8,774,860 | 2,924,967 | 2,106,000 | 232,026 | 15,237,853 | | | 2022 | 1,200,000 | | 8,399,841 | 2,799,966 | 1,314,000 | 289,733 | 14,003,540 | | Wetteny Joseph Executive Vice President (“EVP”) and Chief Financial Officer | 2024 | 750,000 | | 2,390,440 | 796,875 | 997,500 | 154,646 | 5,089,461 | | | 2023 | 725,000 | | 1,987,233 | 662,460 | 763,425 | 109,654 | 4,247,772 | | | 2022 | 700,000 | | 1,724,722 | 574,967 | 459,900 | 95,448 | 3,555,037 | | Jamie Brannan(5) EVP and Chief Commercial Officer | 2024 | 659,423 | | 910,910 | 303,705 | 752,123 | 398,450 | 3,024,611 | | Robert J. Polzer EVP and President of Research and Development | 2024 | 660,000 | | 1,087,447 | 362,457 | 739,200 | 123,934 | 2,973,038 | | | 2023 | 575,000 | | 948,488 | 316,246 | 538,200 | 62,539 | 2,440,473 | | Roxanne Lagano(6) EVP, General Counsel and Corporate Secretary | 2024 | 620,833 | | 937,202 | 312,477 | 627,375 | 117,268 | 2,615,155 | | Heidi C. Chen(7) Former EVP, General Counsel and Corporate Secretary; Business Lead of Human Health Diagnostics | 2024 | 346,808 | | 1,060,885 | 353,736 | 310,740 | 1,548,932 | 3,621,101 | | | 2023 | 635,000 | | 1,023,476 | 341,249 | 513,398 | 91,865 | 2,604,988 | | | 2022 | 615,000 | | 993,421 | 331,234 | 314,265 | 106,682 | 2,360,602 | | Wafaa Mamilli(8) Former EVP, Chief Digital and Technology Officer and Group President for China, Brazil and Precision Animal Health | 2024 | 650,000 | | 1,034,593 | 344,964 | 623,740 | 130,982 | 2,784,279 | | | 2023 | 650,000 | | 997,334 | 332,493 | 608,400 | 98,267 | 2,686,494 | | | 2022 | 608,333 | | 824,915 | 274,980 | 355,267 | 114,561 | 2,178,056 |
Summary Compensation Table
(1)The amounts shown in the “Stock Awards” column represent the aggregate grant date fair values for the Restricted Stock Units (“RSUs”) and the performance award units granted by Zoetis in 2024, 2023, and 2022, determined in accordance with FASB ASC Topic 718 based on the assumptions and methodologies set forth in Note 15 to the Consolidated Financial Statements included in Zoetis’ 2024 Annual Report on Form 10-K, filed with the SEC on February 13, 2025 (the “2024 10-K”). Further information regarding the 2024 awards is included in the 2024 Grants of Plan-Based Awards Table and the Outstanding Equity Awards at 2024 Fiscal Year-End Table. With respect to the performance award units granted by Zoetis in 2024, 2023, and 2022, the amounts included in the “Stock Awards” column of the Summary Compensation Table above represent the target payout at the grant date based upon the probable outcome of the performance conditions. The table below shows the amount of the target payout value at the grant date and the maximum value at the grant date assuming that the highest performance conditions would be achieved for each of the performance award units granted in 2024.
Summary Compensation Table
| | Performance Award Units Granted in 2024 | | | Name | Grant Date Target Payout ($) | Maximum Value at Grant Date ($) | | Kristin C. Peck | 6,374,876 | 12,749,752 | | Wetteny Joseph | 1,593,719 | 3,187,438 | | Jamie Brannan | 607,285 | 1,214,570 | | Robert J. Polzer | 724,980 | 1,449,960 | | Roxanne Lagano | 624,751 | 1,249,502 | | Heidi C. Chen | 707,245 | 1,414,490 | | Wafaa Mamilli | 689,779 | 1,379,558 |
Summary Compensation Table
(2)The amounts shown in the “Option Awards” column represent the aggregate grant date fair values of long-term incentive awards granted to the NEOs by Zoetis in 2024, 2023 and 2022, determined in accordance with FASB ASC Topic 718 based on the assumptions and methodologies set forth in Note 15 to the Consolidated Financial Statements included in the 2024 10-K. Further information regarding the 2024 awards is included in the 2024 Grants of Plan-Based Awards Table and the Outstanding Equity Awards at 2024 Fiscal Year-End Table.
Summary Compensation Table
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Summary Compensation Table
(3)The amounts shown in the “Non-Equity Incentive Plan Compensation” column represent annual cash incentive awards earned by the NEOs under the Zoetis Annual Incentive Plan for 2024, 2023, and 2022. (4)The following table sets forth the component amounts presented in the "All Other Compensation" column above for the year ended December 31, 2024:
Summary Compensation Table
| Name | Company Contributions to Defined Contribution Plans(i) ($) | Company Contributions Under the Zoetis Supplemental Savings Plan(ii) ($) | International Assignment(iii) ($) | Severance(iv) ($) | Consulting Services(v) ($) | Other(vi) ($) | Total ($) | | Kristin C. Peck | 34,500 | 305,716 | — | — | — | 86,697 | 426,913 | | Wetteny Joseph | 17,775 | 133,471 | — | — | — | 3,400 | 154,646 | | Jamie Brannan | 46,919 | — | 351,088 | — | — | 443 | 398,450 | | Robert J. Polzer | 34,500 | 84,994 | — | — | — | 4,440 | 123,934 | | Roxanne Lagano | 24,750 | 85,398 | — | — | — | 7,120 | 117,268 | | Heidi C. Chen | 34,500 | 53,963 | — | 1,107,010 | 350,000 | 3,459 | 1,548,932 | | Wafaa Mamilli | 34,500 | 91,340 | — | — | — | 5,142 | 130,982 |
Summary Compensation Table
(i)The amounts shown in this column for the U.S.-paid NEOs (Ms. Peck, Mr. Joseph, Dr. Polzer, Ms. Lagano, Ms. Chen and Ms. Mamilli) represent the sum of profit sharing and matching contributions under the Zoetis Savings Plan (“ZSP”), a tax-qualified retirement savings plan. Under the terms of the ZSP, the company will match up to 5% of eligible compensation contributed by each employee, subject to limitations under the Internal Revenue Code of 1986, as amended (“IRC”). Mr. Brannan receives retirement benefits through Zoetis’ United Kingdom (“U.K.”) tax-qualified defined contribution plan. The U.K. plan is available to all full or part-time U.K. employees who are not otherwise members of a qualifying pension scheme. Under the U.K. plan, the Company contributes 8% of base pay and applicable performance related bonus, and participant may elect to make contribution on a pre-tax basis. (ii)The amounts shown in this column represent the sum of profit sharing and matching contributions under the Zoetis Supplemental Savings Plan (“ZSSP”). The ZSSP is discussed in more detail in the 2024 Non-Qualified Deferred Compensation Table. (iii)Mr. Brannan is employed by Zoetis United Kingdom Limited and in connection with his role of EVP, Chief Commercial Officer, was on assignment in Ireland during 2024. This assignment was at the company’s request and Mr. Brannan received benefits in line with those that are generally available to all Zoetis employees serving in international assignments. In 2024, these benefits included $53,344 for housing, $279,470 for taxes paid by the company and $18,274 for use of a company car related to his assignment. (iv)Ms. Chen terminated employment with the Company on July 16, 2024 and in accordance with the terms of the Zoetis Executive Severance Plan described in the “Severance” section of the CD&A, and as reflected in the Letter Agreement filed with the SEC as an exhibit to the Form 8-K on May 20, 2024, received severance payments pursuant to her involuntary separation of $1,079,500 and continued health and life insurance benefits valued at $27,510. For additional information please see the “Executive Transitions” section of the CD&A. (v)From Ms. Chen’s termination of employment date on July 16, 2024 through December 31, 2024, she served as a non-employee consultant and received a consulting payment of $350,000 paid in equal monthly installments. (vi)The amounts shown in this column include imputed income related to Zoetis' group term life insurance coverage in excess of $50,000. For Ms. Peck the amount shown includes $1,000 of matching contributions made by the Zoetis Foundation under the Zoetis Matching Gifts Program as well as $79,919 of actual costs for physical protection security incurred by the Company. For additional information please see the “Perquisites” section of the CD&A. (5)Mr. Brannan served as EVP and Group President International Operations, Aquaculture and Global Diagnostics until November 10, 2024, and thereafter served in his current position as EVP and Chief Commercial Officer. Mr. Brannan’s Salary and Non-Equity Incentive Plan Compensation amounts are denominated in U.S. dollars (“USD”); however as he is employed by Zoetis U.K. Limited, these amount are paid to him in British pounds (“GBP”). The conversion rate was set at the beginning of each calendar month, and the average exchange rate was 1.278 USD per GBP. (6)Ms. Lagano served as EVP, Chief Human Resources Officer and Global Operations until May 6, 2024, and thereafter served in her current position as EVP, General Counsel and Corporate Secretary. (7)Ms. Chen served in this position until April 15, 2024, as an employee advisor to the Company until July 16, 2024, and as a non-employee consultant until December 31, 2024. For additional information regarding Ms. Chen’s separation, including severance payments, benefits and other fees, please see the “Executive Transitions” section of the CD&A. (8)Ms. Mamilli served in this position until November 10, 2024, and continued as an employee advisor to the Company for the remainder of 2024.
Summary Compensation Table
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2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table The following table provides additional information about non-equity incentive awards and equity incentive awards granted to our NEOs during the fiscal year ended December 31, 2024. All stock options, RSUs and performance award units granted to our NEOs in 2024 were granted under the Equity Plan and the applicable award agreements. See the discussion under the heading “Long-Term Incentives” in the CD&A for further information about these stock options, RSUs and performance award units.
2024 Grants of Plan-Based Awards Table
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards(3) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Kristin C. Peck | Annual Incentive | | 0 | 1,950,000 | 3,900,000 | | | | | | | | | | Stock Options(5) | 2/6/2024 | | | | | | | | 62,500 | 196.14 | 3,187,500 | | | Restricted Stock Units(5) | 2/6/2024 | | | | | | | 16,251 | | | 3,187,471 | | | Performance Award Units(6) | 2/6/2024 | | | | 0 | 23,724 | 47,448 | | | | 6,374,876 | | Wetteny Joseph | Annual Incentive | | 0 | 712,500 | 1,425,000 | | | | | | | | | | Stock Options(5) | 2/6/2024 | | | | | | | | 15,625 | 196.14 | 796,875 | | | Restricted Stock Units(5) | 2/6/2024 | | | | | | | 4,062 | | | 796,721 | | | Performance Award Units(6) | 2/6/2024 | | | | 0 | 5,931 | 11,862 | | | | 1,593,719 | | Jamie Brannan | Annual Incentive | | 0 | 520,000 | 1,040,000 | | | | | | | | | | Stock Options(5) | 2/6/2024 | | | | | | | | 5,955 | 196.14 | 303,705 | | | Restricted Stock Units(5) | 2/6/2024 | | | | | | | 1,548 | | | 303,625 | | | Performance Award Units(6) | 2/6/2024 | | | | 0 | 2,260 | 4,520 | | | | 607,285 | | Robert J. Polzer | Annual Incentive | | 0 | 528,000 | 1,056,000 | | | | | | | | | | Stock Options(5) | 2/6/2024 | | | | | | | | 7,107 | 196.14 | 362,457 | | | Restricted Stock Units(5) | 2/6/2024 | | | | | | | 1,848 | | | 362,467 | | | Performance Award Units(6) | 2/6/2024 | | | | 0 | 2,698 | 5,396 | | | | 724,980 | | Roxanne Lagano | Annual Incentive | | 0 | 448,125 | 896,250 | | | | | | | | | | Stock Options(5) | 2/6/2024 | | | | | | | | 6,127 | 196.14 | 312,477 | | | Restricted Stock Units(5) | 2/6/2024 | | | | | | | 1,593 | | | 312,451 | | | Performance Award Units(6) | 2/6/2024 | | | | 0 | 2,325 | 4,650 | | | | 624,751 | | Heidi C. Chen | Annual Incentive | | 0 | 242,766 | 485,532 | | | | | | | | | | Stock Options(5) | 2/6/2024 | | | | | | | | 6,936 | 196.14 | 353,736 | | | Restricted Stock Units(5) | 2/6/2024 | | | | | | | 1,803 | | | 353,640 | | | Performance Award Units(6) | 2/6/2024 | | | | 0 | 2,632 | 5,264 | | | | 707,245 | | Wafaa Mamilli | Annual Incentive | | 0 | 520,000 | 1,040,000 | | | | | | | | | | Stock Options(5) | 2/6/2024 | | | | | | | | 6,764 | 196.14 | 344,964 | | | Restricted Stock Units(5) | 2/6/2024 | | | | | | | 1,758 | | | 344,814 | | | Performance Award Units(6) | 2/6/2024 | | | | 0 | 2,567 | 5,134 | | | | 689,779 |
2024 Grants of Plan-Based Awards Table
(1)The amounts represent the threshold, target and maximum non-equity incentive plan awards under the Zoetis Annual Incentive Plan (AIP) for 2024. The payment for below threshold is 0%. Additional information on the AIP is included in the "Company 2024 Performance" section of the CD&A. (2)These amounts represent the threshold, target and maximum share payouts under our performance award unit program for the performance period beginning January 1, 2024 and ending December 31, 2026. The payment for below 25th percentile Relative TSR performance is 0%. The target payout is equal to 100% of the granted units and represents the number of performance award units that may be earned for achieving 50th Relative TSR percentile performance. The maximum payout is 200% of the target number of performance award units and represents the number of performance award units that may be earned for achieving 75th or better Relative TSR percentile performance. Dividend equivalent units are accrued through the payout date and increase the target number of performance award units. (3)The exercise price of the stock options is the closing price of the Company's stock on the grant date. (4)The amounts shown in this column represent the award values as of the grant date, computed in accordance with FASB ASC Topic 718 based on the assumptions and methodologies set forth in Note 15 to the Consolidated Financial Statements included in the 2024 10-K. For awards granted on February 6, 2024, the stock options are shown using a Black-Scholes-Merton value of $51.00 on the grant date, the RSUs are shown using the company's grant date closing stock price of $196.14, and the performance award units granted are shown using a Monte Carlo simulation model value of $268.71 on the grant date of February 6, 2024. For each NEO, the target grant date values were intended to be distributed with 50% of the total value in performance award unit awards and 25% of the total value each in RSUs and stock option grants; however, there are slight differences in intended value due to rounding down upon the conversion from dollar values to a number of options or units using the grant date values.
2024 Grants of Plan-Based Awards Table
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2024 Grants of Plan-Based Awards Table
(5)These Zoetis stock option and RSU awards are subject to three-year graded vesting whereby one-third of the award vests on each of the first, second and third anniversaries of the grant date. RSUs accrue dividend equivalent units through the payout date, which are credited as additional restricted stock units. (6)These performance award units are subject to three-year cliff vesting (100% vests on the third anniversary of the grant date) and are earned based on achievement of a performance goal measured over a three-year performance period beginning January 1, 2024 and ending December 31, 2026. The performance goal is the Company’s Relative TSR. The number of shares paid under these performance award units, if any, ranges from 0% to 200% of the target number of shares (including accrued dividend equivalent units) and depends upon the extent to which the performance goal is achieved, as determined by the Human Resources Committee after the end of the performance period.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the Zoetis equity-based long-term incentive awards made to our NEOs that were outstanding as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(1)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Kristin C. Peck | 2/27/2015 | 382 | - | 46.09 | 2/26/2025 | - | - | - | - | | | 2/19/2016 | 20,000 | - | 41.83 | 2/18/2026 | - | - | - | - | | | 2/14/2017 | 32,634 | - | 55.02 | 2/13/2027 | - | - | - | - | | | 2/13/2018 | 24,642 | - | 73.24 | 2/12/2028 | - | - | - | - | | | 2/12/2019 | 20,661 | - | 87.51 | 2/11/2029 | - | - | - | - | | | 2/11/2020 | 55,866 | - | 144.03 | 2/10/2030 | - | - | - | - | | | 2/10/2021 | 61,078 | - | 160.62 | 2/9/2031 | - | - | - | - | | | 2/8/2022(4) | - | 54,751 | 201.30 | 2/8/2032 | 14,256(5) | 2,322,730 | - | - | | | 2/8/2023(6) | 22,383 | 44,765 | 162.07 | 2/8/2033 | 12,234 | 1,993,286 | 24,968 | 4,068,036 | | | 2/6/2024(6) | - | 62,500 | 196.14 | 2/6/2034 | 16,378 | 2,668,468 | 23,909 | 3,895,493 | | Wetteny Joseph | 2/8/2022(4) | - | 11,243 | 201.30 | 2/8/2032 | 2,927(5) | 476,896 | - | - | | | 2/8/2023(6) | 5,070 | 10,138 | 162.07 | 2/8/2033 | 2,770 | 451,316 | 5,655 | 921,369 | | | 2/6/2024(6) | - | 15,625 | 196.14 | 2/6/2034 | 4,094 | 667,035 | 5,977 | 973,833 | | Jamie Brannan | 2/13/2018 | 2,764 | - | 73.24 | 2/12/2028 | - | - | - | - | | | 2/12/2019 | 1,465 | - | 87.51 | 2/11/2029 | - | - | - | - | | | 2/11/2020 | 732 | - | 144.03 | 2/10/2030 | - | - | - | - | | | 2/10/2021 | 869 | - | 160.62 | 2/9/2031 | - | - | - | - | | | 2/8/2022(4) | - | 1,111 | 201.30 | 2/8/2032 | 289(5) | 47,087 | - | - | | | 2/8/2023(6) | 1,368 | 2,735 | 162.07 | 2/8/2033 | 747 | 121,709 | 1,525 | 248,468 | | | 2/6/2024(6) | - | 5,955 | 196.14 | 2/6/2034 | 1,560 | 254,171 | 2,278 | 371,155 | | Robert J. Polzer | 2/10/2021 | - | - | 160.62 | 2/9/2031 | - | | - | - | | | 2/8/2022(4) | - | 5,455 | 201.30 | 2/8/2032 | 1,420(5) | 231,361 | - | - | | | 2/8/2023(6) | 2,420 | 2,420 | 162.07 | 2/8/2033 | 1,322 | 215,393 | 2,699 | 439,748 | | | 2/6/2024(6) | - | 7,107 | 196.14 | 2/6/2034 | 1,862 | 303,376 | 2,719 | 443,007 | | Roxanne Lagano | 2/11/2020 | 7,738 | - | 144.03 | 2/10/2030 | - | - | - | | | | 2/10/2021 | 7,106 | - | 160.62 | 2/9/2031 | - | - | - | | | | 2/8/2022(4) | - | 5,377 | 201.30 | 2/8/2032 | 1,400(5) | 228,102 | - | | | | 2/8/2023(6) | 2,181 | 4,361 | 162.07 | 2/8/2033 | 1,191 | 194,050 | 2,432 | 396,246 | | | 2/6/2024(6) | - | 6,127 | 196.14 | 2/6/2034 | 1,605 | 261,503 | 2,343 | 381,745 | | Heidi C. Chen | 2/12/2019 | 9,921 | - | 87.51 | 2/11/2029 | - | - | - | - | | | 2/11/2020 | 9,581 | - | 144.03 | 2/10/2030 | - | - | - | - | | | 2/10/2021 | 8,758 | - | 160.62 | 2/9/2031 | - | - | - | - | | | 2/8/2022(4) | - | 6,477 | 201.30 | 2/8/2032 | 1,369(5) | 223,051 | - | - | | | 2/8/2023(6) | 2,612 | 5,222 | 162.07 | 2/8/2033 | - | - | 1,395 | 227,287 | | | 2/6/2024(6) | - | - | 196.14 | 2/6/2034 | - | - | 392 | 63,869 | | Wafaa Mamilli | 2/11/2020 | 16,951 | - | 144.03 | 2/10/2030 | - | - | - | - | | | 2/10/2021 | 6,279 | - | 160.62 | 2/9/2031 | - | - | - | - | | | 2/8/2022(4) | - | 5,377 | 201.30 | 2/8/2032 | 1,400(5) | 228,102 | - | - | | | 2/8/2023(6) | 2,545 | 5,088 | 162.07 | 2/8/2033 | 1,391 | 226,636 | 2,838 | 462,395 | | | 2/6/2024(6) | - | 6,764 | 196.14 | 2/6/2034 | 1,772 | 288,712 | 2,587 | 421,500 |
Outstanding Equity Awards at 2024 Fiscal Year-End
(1)These amounts are rounded to the nearest whole unit and include accrued dividend equivalent units applied after the grant date.
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 Fiscal Year-End
(2)Based on Zoetis' closing stock price on December 31, 2024, of $162.93. (3)These performance award units are subject to three-year cliff vesting and are earned, subject to achievement of a performance goal over a three-year performance period beginning January 1st of the year of grant and ending on December 31st of the third calendar year thereafter. Each performance goal is the Company’s relative TSR results as compared to the TSR results of the companies in the S&P 500 Group, measured over the performance period. The number of shares paid under these performance award units, if any, ranges from 0% to 200% of the target number of shares and depends upon the extent to which the performance goal is achieved, as determined by the Human Resources Committee after the end of the performance period. (4)These Zoetis stock options, RSUs and performance award units are subject to a three-year cliff vesting schedule and vest 100% on the third anniversary of the grant date, and performance award units are earned based on achievement of a performance goal measured over a three-year performance period. (5)These amounts are the aggregate of Zoetis RSUs that remained unvested as of December 31, 2024, plus, the performance award units for which the performance period ended on December 31, 2024 and the level of performance has been determined to be 0% of the target amount (no payout). The table below shows these amounts for each NEO as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | RSU Awards | Earned Performance Award Units | Total Number of Units that Have Not Vested | | Kristin C. Peck | 14,256 | 0 | 14,256 | | Wetteny Joseph | 2,927 | 0 | 2,927 | | Jamie Brannan | 289 | 0 | 289 | | Robert J. Polzer | 1,420 | 0 | 1,420 | | Roxanne Lagano | 1,400 | 0 | 1,400 | | Heidi C. Chen | 1,369 | 0 | 1,369 | | Wafaa Mamilli | 1,400 | 0 | 1,400 |
Outstanding Equity Awards at 2024 Fiscal Year-End
(6)These Zoetis stock options and RSUs are subject to a three-year graded vesting schedule and vest one-third each year on the third anniversary of the grant date. Performance award units are subject to a three-year cliff vesting schedule and vest 100% on the third anniversary of the grant date, and performance award units are earned based on achievement of a performance goal measured over a three-year performance period.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table provides information about the number and value of shares acquired upon vesting of RSUs and performance award units, and the stock options exercised by our NEOs during 2024.
2024 Option Exercises and Stock Vested
| | Option Awards | | RSU Awards | | Performance Award Units(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(5) | | Kristin C. Peck | 13,000 | 1,834,466 | 20,775 | 4,089,794 | 22,107 | 4,362,153 | | Wetteny Joseph | — | — | 29,400 | 5,127,548 | — | — | | Jamie Brannan | — | — | 578 | 113,470 | 313 | 61,761 | | Robert J. Polzer | 3,477 | 55,044 | 910 | 178,531 | 382 | 75,377 | | Roxanne Lagano | — | — | 2,301 | 453,105 | 2,571 | 507,310 | | Heidi C. Chen | — | — | 3,391 | 659,701 | 3,169 | 625,307 | | Wafaa Mamilli | — | — | 2,200 | 433,023 | 2,272 | 448,311 |
2024 Option Exercises and Stock Vested
(1)The performance award units were earned at 97.7% of the established target amount, determined based on Relative TSR performance over the 2021-2023 performance period, and paid as of February 10, 2024. (2)The value realized when the stock options were exercised represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the stock options. (3)For Ms. Peck, amount represents 6,069 shares from RSUs granted on February 8, 2023 for which the first tranche vested on February 8, 2024 and 14,706 shares from RSUs granted on February 10, 2021 that fully vested on February 10, 2024; For Mr. Joseph, amount represents 1,374 shares from RSUs granted on February 8, 2023 for which the first tranche vested on February 8, 2024 and 28,026 shares from RSUs granted on June 30, 2021 that vested on June 30, 2024. For Dr. Polzer, amount represents 656 shares from RSUs granted on February 8, 2023 for which the first tranche vested on February 8, 2024 and 254 shares from RSUs granted on
2024 Option Exercises and Stock Vested
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2024 Option Exercises and Stock Vested
February 10, 2021 that fully vested on February 10, 2024. For Mr. Brannan, amount represents 370 shares from RSUs granted on February 8, 2023 for which the first tranche vested on February 8, 2024 and 208 shares from RSUs granted on February 10, 2021 that fully vested on February 10, 2024. For Ms. Lagano, amount represents 591 shares from RSUs granted on February 8, 2023 for which the first tranche vested on February 8, 2024 and 1,710 shares from RSUs granted on February 10, 2021 that fully vested on February 10, 2024. For Ms. Mamilli, amount represents 689 shares from RSUs granted on February 8, 2023 for which the first tranche vested on February 8, 2024 and 1,511 shares from RSUs granted on February 10, 2021 that fully vested on February 10, 2024. For Ms. Chen, amount represents 707 shares from RSUs granted on February 8, 2023 for which the first tranche vested on February 8, 2024 and 2,108 shares from RSUs granted on February 10, 2021 that fully vested on February 10, 2024 and 576 shares that vested as of her termination of employment date of July 16, 2024. (4)The value realized upon vesting is based on the closing price of our common stock on the vesting dates of: $195.75 on February 8, 2024; $197.32 on February 10, 2024; $173.36 on June 30, 2024; $182.91 on July 16, 2024. (5)The performance award units for all NEOs were granted on February 10, 2021 and vested on February 10, 2024. The value realized upon vesting of RSUs and performance award units is based on the closing price of our common stock of $197.32 on February 10, 2024.
2024 Non-Qualified Deferred Compensation Table
2024 Non-Qualified Deferred Compensation Table The following table summarizes activity during 2024 and account balances as of December 31, 2024, in the Zoetis Supplemental Savings Plan (“ZSSP”). The key features of the ZSSP are described in the CD&A section, “Retirement Benefits”. Amounts for our NEOs who were Pfizer employees at the time of the IPO include prior non-qualified Supplemental Savings Plan balances held when they served as employees of Pfizer and transferred to the ZSSP.
2024 Non-Qualified Deferred Compensation Table
| Name | Plan | Aggregate Balance at January 1, 2024(1) ($) | Executive Contributions in 2024(2) ($) | Company Contributions in 2024(3) ($) | Aggregate Earnings in 2024(4) ($) | Aggregate Balance as of December 31, 2024(5) ($) | | Kristin C. Peck | Zoetis Supplemental Savings Plan | 5,227,290 | 152,858 | 305,716 | (194,986) | 5,490,878 | | Wetteny Joseph | Zoetis Supplemental Savings Plan | 1,485,538 | 263,020 | 133,471 | 50,392 | 1,932,421 | | Jamie Brannan (6) | Zoetis Supplemental Savings Plan | — | — | — | — | — | | Robert J. Polzer | Zoetis Supplemental Savings Plan | 586,621 | 76,721 | 84,994 | (71,414) | 676,921 | | Roxanne Lagano | Zoetis Supplemental Savings Plan | 3,391,499 | 94,856 | 85,398 | (105,039) | 3,466,714 | | Heidi C. Chen | Zoetis Supplemental Savings Plan | 3,546,092 | 173,197 | 53,963 | 625,385 | 4,398,637 | | Wafaa Mamilli | Zoetis Supplemental Savings Plan | 1,859,262 | 182,680 | 91,340 | 74,077 | 2,207,359 |
2024 Non-Qualified Deferred Compensation Table
(1)Amounts in this column that were reported in the Summary Compensation Table for the years 2022 and 2023 (combined) are as follows: Ms. Peck: $726,310, Mr. Joseph: $771,038, Dr. Polzer: $75,622, Ms. Chen: $485,115, and Ms. Mamilli: $860,183. (2)Executive contributions to the ZSSP shown in this column are included in the Summary Compensation Table for the year 2024. (3)Company contribution amounts shown in this column include profit sharing and Company matching contributions and are reflected in the “All Other Compensation” column of the Summary Compensation Table. Company contribution amounts under the tax-qualified ZSP are also reflected in the “All Other Compensation” column of the Summary Compensation Table but not in the table above. (4)Aggregate earnings are not reflected in the Summary Compensation Table because the earnings are not “above-market”. These amounts include dividends, interest and change in market value. (5)None of the NEOs took a withdrawal or distribution from the ZSSP in 2024. (6)Mr. Brannan is employed by Zoetis U.K. Limited and does not participate in the ZSSP for which only U.S. colleagues are eligible.
Potential Payments Upon Employment Termination Table
Potential Payments Upon Employment Termination Table The NEOs are eligible to receive benefits under the Zoetis Executive Severance Plan which provides for payment of severance benefits in the event of an involuntary termination of employment (other than for “Cause”) that is not in connection with a change in control of the Company (“CIC”) and a higher level of benefits in the event of an involuntary termination of employment (other than for “Cause”) or a termination for “good reason” that is in connection with, or within 24 months after, a CIC. The amounts payable under the Zoetis Executive Severance Plan are summarized in the CD&A under Severance.
Potential Payments Upon Employment Termination Table
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Potential Payments Upon Employment Termination Table
Treatment of long-term incentive awards upon termination of employment is in accordance with the terms of the Equity Plan and the long-term incentive award agreements. The following table shows the estimated benefits payable upon a hypothetical termination of employment under the Zoetis Executive Severance Plan and the Equity Plan under various termination scenarios, assuming the applicable termination occurred on December 31, 2024. Payment of severance benefits is contingent upon the execution and non-revocation of a release agreement. Further, the Zoetis Executive Severance Plan provides that severance payments or benefits will cease and/or be subject to repayment, as applicable, if a participant violates or breaches the provisions of the release agreement or any other applicable post-employment covenants and restrictions, including, but not limited to, any non-compete, non-disclosure, non-solicitation and/or non-disparagement covenants. Ms. Chen is not included in this table as she was not employed by Zoetis on December 31, 2024 (for additional information on Ms. Chen’s involuntary separation from the Company, please see the “Executive Transitions” section of the CD&A).
Potential Payments Upon Employment Termination Table
| Name | Description | Without Cause: Apart from a Restructuring Event or CIC ($) | Without Cause: Restructuring Event ($) | Without Cause or for Good Reason Upon or Within 24 Months Following a CIC ($) | Death or Disability ($) | Voluntary Termination/ Retirement ($) | | Kristin C. Peck | Severance | 4,875,000(1) | 4,875,000(1) | 8,125,000 | — | — | | | Benefits Continuation | 27,884(2) | 27,884(2) | 41,825(6) | — | — | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(7) | — | — | | | Equity Acceleration | —(4) | 8,073,964(5) | 15,005,710(3) | 15,005,710(9) | — | | | Total | 4,921,259 | 12,995,223 | 23,190,910(8) | 15,005,710 | — | | Wetteny Joseph | Severance Amount | 1,462,500(1) | 1,462,500(1) | 2,925,000(6) | — | — | | | Benefits Continuation | 27,789(2) | 27,789(2) | 41,684(7) | — | — | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(3) | — | — | | | Equity Acceleration | —(4) | 1,827,482(5) | 3,503,562(8) | 3,503,562(9) | — | | | Total | 1,508,664 | 3,336,146 | 6,488,621 | 3,503,562 | | | Jamie Brannan | Severance | 1,170,000(1) | 1,170,000(1) | 2,340,000(6) | — | — | | | Benefits Continuation | 6,439(2) | 6,439(2) | 9,659(7) | — | — | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(3) | — | — | | | Equity Acceleration | —(4) | 469,069(5) | 1,046,076(8) | 1,046,076(9) | — | | | Total | 1,188,375 | 1,657,444 | 3,404,451 | 1,046,076 | — | | Robert J. Polzer | Severance Amount | 1,188,000(1) | 1,188,000(1) | 2,376,000(6) | — | — | | | Benefits Continuation | 18,557(2) | 18,557(2) | 27,835(7) | — | — | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(3) | — | — | | | Equity Acceleration | 640,860(4) | 864,932(5) | 1,637,031(8) | 1,637,031(9) | 640,860(10) | | | Total | 1,865,792 | 2,089,864 | 4,059,241 | 1,637,031 | 640,860 | | Roxanne Lagano | Severance | 1,137,500(1) | 1,137,500(1) | 2,275,000(6) | | — | | | Benefits Continuation | 26,544(2) | 26,544(2) | 39,817(7) | — | — | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(3) | — | — | | | Equity Acceleration | 598,380(4) | 791,498(5) | 1,467,452(8) | 1,467,452(9) | 598,380(10) | | | Total | 1,780,799 | 1,973,917 | 3,800,644 | 1,467,452 | 598,380 | | Wafaa Mamilli | Severance Amount | 1,170,000(1) | 1,170,000(1) | 2,340,000(6) | — | — | | | Benefits Continuation | 19,006(2) | 19,006(2) | 28,508(7) | — | — | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(3) | — | — | | | Equity Acceleration | —(4) | 872,342(5) | 1,633,834(8) | 1,633,834(9) | — | | | Total | 1,207,381 | 2,079,723 | 4,020,717 | 1,633,834 | — |
Potential Payments Upon Employment Termination Table
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Potential Payments Upon Employment Termination Table
(1)These amounts represent severance payable under the Zoetis Executive Severance Plan, equal to 18 months of base salary and target annual incentive for the year of termination for the CEO and equal to 12 months of base salary and target annual incentive for the year of termination for the other NEOs, in each case, in the event of the executive’s involuntary termination of employment without Cause. (2)These amounts represent the cost of 12 months of active health and life insurance coverage at the levels provided to the applicable NEO as of the date of termination of employment and assumes no increase in the cost of coverage. (3)These amounts represent the program fee for outplacement services for 12 months. (4)These amounts represent the value of Zoetis long-term incentive awards that vest on the executive’s involuntary termination of employment without Cause, apart from a CIC or a restructuring event, using Zoetis’ closing stock price of $162.93 on December 31, 2024. Executives that are not retirement-eligible upon termination of employment forfeit their unvested stock options, RSUs and performance award units. Executives that are retirement-eligible at the time of termination of employment receive equity acceleration treatment described in the footnote to the “Retirement” column (Dr. Polzer and Ms. Lagano were retirement-eligible on December 31, 2024). (5)These amounts represent the value of Zoetis long-term incentive awards that vest on the executive’s involuntary termination of employment without Cause due to a restructuring event, using Zoetis’ closing stock price of $162.93 on December 31, 2024. In the event of the executive’s termination of employment due to a restructuring, unvested RSUs and performance award units will vest on a pro-rata basis, with payout of performance award units being subject to achievement of pre-established performance goals and determined after the end of the performance period. For executives that are not retirement-eligible upon termination of employment (Ms. Peck, Mr. Joseph, Ms. Mamilli and Mr. Brannan are not retirement-eligible), unvested stock options will immediately pro-rata vest and will have a three-month term to exercise. For executives that are retirement-eligible (Dr. Polzer and Ms. Lagano are retirement-eligible), unvested stock options held for at least one year will continue to vest under the original vesting schedule and will have the remaining option term to exercise, and unvested stock options held for less than one year (granted in 2024) will immediately pro-rata vest and will have a three-month term to exercise. (6)These amounts represent severance payable under the Zoetis Executive Severance Plan, equal to 30 months of base salary and target annual incentive for the year of termination for the CEO and equal to 24 months of base salary and target annual incentive for the year of termination for the other NEOs, in each case, in the event of the executive’s involuntary termination without Cause or for Good Reason upon or within 24 months after a CIC. (7)These amounts represent the cost of 18 months of active health and life insurance coverage at the levels provided to the applicable NEO as of the date of termination of employment and assumes no increase in the cost of coverage. (8)These amounts represent the value of Zoetis long-term incentive awards that vest upon a qualifying termination following a CIC using Zoetis’ closing stock price of $162.93 on December 31, 2024. In the event of the executive’s involuntary termination of employment without Cause or for Good Reason upon, or within 24 months after, a CIC, all unvested awards will fully vest (performance award units vest at the target level). (9)These amounts represent the value of Zoetis long-term incentive awards that vest on termination of employment due to death or disability using Zoetis’ closing stock price of $162.93 on December 31, 2024. In the event of the executive’s termination of employment due to death or disability, all unvested awards will fully vest (performance award units vest at the target level). (10)These amounts represent the value of Zoetis long-term incentive awards that vest upon termination of employment due to retirement (Dr. Polzer and Ms. Lagano are retirement-eligible) using Zoetis’ closing stock price of $162.93 on December 31, 2024 (and, with respect to performance award units, assuming achievement of performance goals at the target level). In the event of the executive’s termination of employment due to retirement, unvested stock options held for at least one year will continue to vest under the original vesting schedule and will have the remaining option term to exercise, while RSUs and performance award units will vest on a pro-rata basis, with payout of performance award units being subject to achievement of pre-established performance goals and determined after the end of the performance period. Any awards held prior to the first anniversary of the date of grant will be forfeited in the event of a termination of employment due to retirement.
Potential Payments Upon Employment Termination Table
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CEO Pay Ratio
CEO Pay Ratio Item 402(u) of Regulation S-K (the “SEC Regulation”), which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires disclosure of the ratio of the annual total compensation of our CEO to our median employee’s annual total compensation. The ratio disclosed below is a reasonable estimate calculated in a manner consistent with the SEC Regulation. There has been no change in our employee population or employee compensation arrangements that we believe significantly impacts our pay ratio disclosure for 2024. However, our median employee identified in 2023 has since terminated. We thus identified an alternate median employee with similar attributes as the median employee identified in 2023 for our pay ratio disclosure for 2024. To identify our median employee in 2024, as in 2023, we chose “annual base pay” as our globally consistent definition of pay. We calculated annual base pay as of October 12, 2023, using a methodology that reasonably reflects the annual compensation of employees, which included reasonable estimates of hours worked for hourly workers and annualized base pay for newly hired employees. We chose not to exclude any employees and used a valid statistical sampling approach to estimate the median annual base pay of our global workforce. Then we selected an individual whose base pay was at or near that value. For 2024, our median employee’s annual total compensation (determined in a manner consistent with that of Ms. Peck in the Summary Compensation Table) was $79,134. Ms. Peck’s total annual compensation for the year ended December 31, 2024, as disclosed in the Summary Compensation Table, was $17,206,760. Therefore, the ratio of Ms. Peck’s pay to our median employee’s pay was 217 to 1.
CEO Pay Ratio
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Pay Versus Performance
Pay Versus Performance The following tables and charts provide additional compensation information regarding our NEOs, prepared in accordance with the SEC’s pay versus performance disclosure regulations for fiscal years 2020 to 2024.
Pay Versus Performance (PVP) Table
Pay Versus Performance (PVP) Table
Pay Versus Performance (PVP) Table
| | Summary Compensation Table (SCT) Total for CEO(1) ($) | Compensation Actually Paid (CAP) to CEO(1)(2) ($) | Average SCT Total for Other NEOs(1) ($) | Average CAP to Other NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions) | Revenue (Company Selected Measure) ($ in millions) | | Year | | | | | Zoetis TSR ($) | S&P 500 Pharmaceuticals Index TSR ($) | | | | 2024 | 17,206,760 | 759,623 | 3,351,274 | 1,095,197 | 127.80 | 159.21 | 2,486 | 9,256 | | 2023 | 15,237,853 | 26,369,229 | 2,994,932 | 4,592,358 | 153.30 | 147.14 | 2,344 | 8,544 | | 2022 | 14,003,540 | (15,709,790) | 2,931,816 | (3,076,052) | 112.80 | 146.65 | 2,114 | 8,080 | | 2021 | 13,098,491 | 33,519,679 | 4,455,516 | 10,261,897 | 186.46 | 135.22 | 2,037 | 7,776 | | 2020 | 10,374,312 | 15,564,796 | 3,756,846 | 6,519,899 | 125.76 | 107.52 | 1,638 | 6,675 |
Pay Versus Performance (PVP) Table
(1)In all years shown Kristin C. Peck was our Chief Executive Officer. The other named executive officers (NEO) represent the following individuals: for 2024, Wetteny Joseph, Robert J. Polzer, Jamie Brannan, Roxanne Lagano, Heidi C. Chen, and Wafaa Mamilli; for 2023, Wetteny Joseph, Heidi C. Chen, Wafaa Mamilli and Robert J. Polzer; for 2022, Wetteny Joseph, Glenn C. David, Heidi C. Chen, and Wafaa Mamilli; for 2021, Wetteny Joseph, Glenn C. David, Catherine A. Knupp, Roman Trawicki and Heidi C. Chen; and for 2020, Glenn C. David, Catherine A. Knupp, Roman Trawicki and Wafaa Mamilli. (2)To calculate Compensation Actually Paid (CAP) the following amounts were deducted from and added to the Summary Compensation Table (SCT) total compensation: CEO SCT Total to CAP Reconciliation:
Pay Versus Performance (PVP) Table
| | | Deductions from SCT Total(a) | | | | | Year | SCT Total ($) | Stock Awards ($) | Options Awards ($) | Additions to SCT Total(b) ($) | Compensation Actually Paid ($) | | 2024 | 17,206,760 | (9,562,347) | (3,187,500) | (3,697,290) | 759,623 | | 2023 | 15,237,853 | (8,774,860) | (2,924,967) | 22,831,203 | 26,369,229 | | 2022 | 14,003,540 | (8,399,841) | (2,799,966) | (18,513,523) | (15,709,790) | | 2021 | 13,098,491 | (6,929,797) | (2,309,970) | 29,660,955 | 33,519,679 | | 2020 | 10,374,312 | (5,684,840) | (1,894,975) | 12,770,299 | 15,564,796 |
Pay Versus Performance (PVP) Table
Average Other NEOs SCT Total to CAP Reconciliation:
Pay Versus Performance (PVP) Table
| | | Deductions from SCT Total(a) | | | | | Year | SCT Total ($) | Stock Awards ($) | Options Awards ($) | Additions to SCT Total(b) ($) | Compensation Actually Paid ($) | | 2024 | 3,351,274 | (1,236,913) | (412,369) | (606,795) | 1,095,197 | | 2023 | 2,994,932 | (1,239,133) | (413,112) | 3,249,671 | 4,592,358 | | 2022 | 2,931,816 | (1,405,542) | (468,570) | (4,133,756) | (3,076,052) | | 2021 | 4,455,516 | (2,118,241) | (366,105) | 8,290,727 | 10,261,897 | | 2020 | 3,756,846 | (1,302,977) | (496,860) | 4,562,890 | 6,519,899 |
Pay Versus Performance (PVP) Table
(a)These deductions are the amounts listed in the “Stock Awards” and “Option Awards” columns of the SCT and represent the grant date fair value of equity-based awards granted each year.
Pay Versus Performance (PVP) Table
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Pay Versus Performance (PVP) Table
(b)Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component for each year is detailed in the supplemental table below: CEO Equity Component of CAP:
Pay Versus Performance (PVP) Table
| Year | Equity Type | Fair Value of Current Year Equity Awards at End of Year ($) | Change in Value of Prior Years’ Awards Unvested at End of Year ($) | Change in Value of Prior Years’ Awards That Vested During the Year ($) | Equity Value Included in CAP ($) | | 2024 | Stock Options | 1,599,375 | (2,205,096) | (40,922) | (646,643) | | | Restricted Stock Units | 2,668,416 | (867,090) | 5,906 | 1,807,232 | | | Performance Award Units | 2,859,270 | (7,726,027) | 8,878 | (4,857,879) | | | Total | 7,127,061 | (10,798,213) | (26,138) | (3,697,290) | | 2023 | Stock Options | 3,971,133 | 1,923,431 | 372,068 | 6,266,632 | | | Restricted Stock Units | 3,585,639 | 1,500,387 | 162,461 | 5,248,488 | | | Performance Award Units | 8,054,738 | 3,060,551 | 200,795 | 11,316,083 | | | Total | 15,611,510 | 6,484,369 | 735,324 | 22,831,203 | | 2022 | Stock Options | 1,528,648 | (7,897,241) | (931,398) | (7,299,991) | | | Restricted Stock Units | 2,049,978 | (2,672,369) | (234,149) | (856,541) | | | Performance Award Units | 2,460,116 | (12,009,652) | (807,455) | (10,356,991) | | | Total | 6,038,742 | (22,579,262) | (1,973,002) | (18,513,523) | | 2021 | Stock Options | 5,709,571 | 5,052,274 | 33,020 | 10,794,866 | | | Restricted Stock Units | 3,523,058 | 1,469,682 | 10,165 | 5,002,905 | | | Performance Award Units | 8,916,215 | 4,932,126 | 14,842 | 13,863,183 | | | Total | 18,148,844 | 11,454,083 | 58,027 | 29,660,955 | | 2020 | Stock Options | 2,309,500 | 1,341,931 | 385,408 | 4,036,839 | | | Restricted Stock Units | 2,186,374 | 411,103 | 103,798 | 2,701,275 | | | Performance Award Units | 4,749,437 | 1,128,981 | 153,769 | 6,032,186 | | | Total | 9,245,311 | 2,882,015 | 642,974 | 12,770,299 |
Pay Versus Performance (PVP) Table
Average Other NEOs Equity Component of CAP:
Pay Versus Performance (PVP) Table
| Year | Equity Type | Fair Value of Current Year Equity Awards at End of Year ($) | Change in Value of Prior Years’ Awards Unvested at End of Year ($) | Change in Value of Prior Years’ Awards That Vested During the Year ($) | Equity Value Included in CAP ($) | | 2024 | Stock Options | 177,330 | (251,572) | (2,688) | (76,930) | | | Restricted Stock Units | 303,934 | (131,626) | (106,952) | 65,356 | | | Performance Awards Units | 324,800 | (920,604) | 583 | (595,221) | | | Total | 806,064 | (1,303,802) | (109,057) | (606,795) | | 2023 | Stock Options | 560,869 | 169,611 | 46,139 | 776,619 | | | Restricted Stock Units | 506,345 | 509,551 | 20,141 | 1,036,037 | | | Performance Award Units | 1,137,439 | 284,615 | 14,962 | 1,437,015 | | | Total | 2,204,652 | 963,777 | 81,242 | 3,249,671 | | 2022 | Stock Options | 255,817 | (1,352,757) | (446,281) | (1,543,221) | | | Restricted Stock Units | 343,039 | (1,110,941) | (112,191) | (880,093) | | | Performance Award Units | 411,640 | (1,735,180) | (386,902) | (1,710,442) | | | Total | 1,010,496 | (4,198,878) | (945,373) | (4,133,756) | | 2021 | Stock Options | 904,905 | 1,796,558 | 22,234 | 2,723,696 | | | Restricted Stock Units | 1,897,216 | 490,667 | 6,844 | 2,394,727 | | | Performance Award Units | 1,413,054 | 1,749,257 | 9,993 | 3,172,304 | | | Total | 4,215,175 | 4,036,482 | 39,071 | 8,290,727 | | 2020 | Stock Options | 605,548 | 908,841 | 240,880 | 1,755,269 | | | Restricted Stock Units | 573,225 | 278,702 | 64,872 | 916,799 | | | Performance Award Units | 1,010,271 | 784,446 | 96,105 | 1,890,822 | | | Total | 2,189,044 | 1,971,988 | 401,857 | 4,562,890 |
Pay Versus Performance (PVP) Table
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2.Compensation Actually Paid (CAP) versus Zoetis TSR
2.Compensation Actually Paid (CAP) versus Zoetis TSR The graph below compares the Compensation Actually Paid (CAP) of the CEO and the Other NEOs, to Zoetis’ TSR for the five fiscal years beginning with 2020. As the graph shows, the CAP to the CEO and Other NEOs is directionally aligned with the Company’s TSR.