DEF 14A of Zoetis Inc., Apr 8, 2026

DEF 14A of Zoetis Inc.

Filed Apr 8, 2026 · FY20250001555280-26-000015

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. 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 | | Gavin D.K. Hattersley Former President and Chief Executive Officer at Molson Coors Director since April 2024 | | | Kristin C. Peck Chief Executive Officer of Zoetis Inc. Director since October 2019 | | Sanjay Khosla Former EVP and President, Developing Markets of Mondelēz International, Inc. Director since June 2013 | | | Willie M. Reed Dean Emeritus, Professor of Comparative Pathobiology at 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 since May 2025 | | Stephanie Tilenius Founder of Peak Health and founder and former CEO of Vida Health, Inc. Director since December 2025 |

  3. Our Director Nominees

    | Board Refreshment 4 New independent directors have been added to the Board in the last four years |

  4. Our Director Nominees

    | Zoetis 2026 Proxy Statement | 7 |

  5. 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 perspectives among directors when evaluating director nominees. Additional information about our directors can be found under “Director Nominee Biographies” on pages 11 to 22.

  6. 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 |

  7. Director Nominee Skills, Experience and Attributes

    | 8 | Zoetis 2026 Proxy Statement |

  8. 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 14,500 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 21 sites and utilize over 90 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 | |

  9. Director Nominee Skills, Experience and Attributes

    | Zoetis 2026 Proxy Statement | 9 |

  10. 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, 2026) | | 65 | 57 | 68 | 63 | 74 | 64 | 73 | 68 | 54 | 71 | 65 | 58 | | Board Tenure (full years) | | 10 | 3 | 13 | 2 | 12 | 5 | 13 | 13 | 6 | 12 | 1 | 0 | | Number of other public boards | | 2 | 0 | 3 | 1 | 0 | 1 | 1 | 2 | 1 | 0 | 0 | 1 | | Gender | | M | F | M | M | M | F | M | M | F | M | M | F | | Born or Raised Outside the United States | | | | | | | | | | | | | | | Race/Ethnicity* (optional reporting) | | | | | | | | | | | | | | | Black or African American | | | | | | | | | | | | | | | Asian | | | | | | | | | | | | | | | White | | | | | | | | | | | | | |

  11. 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, Louise M. Parent is not standing for re-election but will continue to serve until the 2026 Annual Meeting of Shareholders.

  12. Director Nominee Skills, Experience and Attributes

    | 10 | Zoetis 2026 Proxy Statement |

  13. Director Nominee Biographies

    Director Nominee Biographies

  14. Director Nominee Biographies

    | | Paul M. Bisaro | | | | Independent Director | | | | Former Executive Chairman of Amneal Pharmaceuticals, Inc. | | | | Director since: May 2015 Committees: Corporate Governance; Quality and Innovation Age: 65 | Other Current Public Company Directorships: •Myriad Genetics, Inc. (since October 2022) •Keenova Therapeutics plc (formerly Mallinckrodt plc) (since July 2025 and previously from 2022-June 2025) | | Reasons for Nomination: | | | | Mr. Bisaro provides exceptional global healthcare and pharmaceutical industry expertise from his prior senior executive leadership roles, including as President and CEO of Actavis and Executive Chairman of Allergan, with deep knowledge of manufacturing processes, R&D, product liability and regulatory matters. He also contributes valuable strategic M&A acumen to the Board, supporting discussions on identifying potential growth opportunities and market expansion possibilities. His legal background as a former public company general counsel, combined with extensive public company board experience, contributes strong legal and governance expertise to the Board. | | |

  15. Director Nominee Biographies

    Skills and Qualifications:

  16. 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 | | Consumer Products |

  17. Director Nominee Biographies

    •Nearly 30 years of executive leadership experience in the pharmaceutical industry, having served as executive chairman, president and chief executive officer across multiple global pharmaceutical companies including Allergan plc (formerly Actavis plc) and Amneal Pharmaceuticals, Inc. (formerly Impax Laboratories Inc.), demonstrating proven ability to lead complex organizations through periods of significant growth and transformation. •Played a leading role in growing Allergan plc through, among other things, strategic M&A activity and served as Senior Vice President - Strategic Business Development, Chief Operating Officer and member of the Board of Directors at Barr Pharmaceuticals, Inc., bringing extensive deal experience and consistently identifying acquisition opportunities and market expansion possibilities to drive corporate growth. •Deep expertise in pharmaceutical manufacturing operations and R&D processes, having been responsible for global manufacturing operations at Barr Pharmaceuticals, and R&D priorities that uniquely qualifying him for service on the Quality & Innovation Committee. •Extensive public company board and governance expertise, currently serving on the Board of Directors of Myriad Genetics, Inc. and Keenova Therapeutics plc (formerly Mallinckrodt plc), with previous service on multiple pharmaceutical company boards, including Allergan plc (and its predecessor companies), Zimmer Biomet Holdings, Inc., Amneal Pharmaceuticals and TherapeuticsMD, Inc., and leveraging his legal background as former general counsel to provide valuable insights on corporate governance best practices and shareholder matters Career Highlights: Amneal Pharmaceuticals, Inc. (NYSE: AMRX) – a global specialty pharmaceutical company •Executive Chairman (2018-2019) Impax Laboratories, Inc. – a specialty pharmaceutical company •President and Chief Executive Officer (2017-2018) Allergan plc (formerly Actavis plc) (NYSE: AGN) – a global pharmaceutical company •Executive Chairman of the Board of Directors (2014-2016) Actavis (formerly Watson Pharmaceuticals) (NYSE: ACT) – a global pharmaceutical company •Board Chairman, President and Chief Executive Officer (2013-2014) •President, Chief Executive Officer and Board Member (2007-2013) Barr Pharmaceuticals, Inc. – a global specialty and generic drug manufacturer •President, Chief Operating Officer and Board Member (1999-2007) •Senior Vice President - Strategic Business Development (1997-1999) •General Counsel (1992-1999) Education: •Bachelor’s degree in General Studies from the University of Michigan •Juris Doctor from The Catholic University of America

  18. Director Nominee Biographies

    | Zoetis 2026 Proxy Statement | 11 |

  19. Director Nominee Biographies

    | | Vanessa Broadhurst | | | | Independent Director | | | | Executive Vice President, Global Corporate Affairs, at Johnson & Johnson | | | | Director since: July 2022 Committees: Corporate Governance; Quality and Innovation Age: 57 | Other Current Public Company Directorships: •None | | Reasons for Nomination: | | | | Ms. Broadhurst provides critical public policy and government affairs expertise from her executive leadership role as Executive Vice President, Global Corporate Affairs at Johnson & Johnson, offering valuable insights on communications, brand reputation management, marketing and regulatory matters affecting the health industry. She brings extensive commercial experience from senior leadership roles across multiple pharmaceutical companies, including responsibility for global commercial strategy, M&A activity, pipeline development and new product launches. Her extensive government relations network, proven ability to navigate complex product challenges and political environments and governance acumen from serving on a Fortune 500 executive team contribute a valuable perspective to Board deliberations. | | |

  20. Director Nominee Biographies

    | | Consumer Products | | Human Capital Management | | Mergers & Acquisitions | | | Digital & Technology | | Life Sciences | | Research & Development | | | Global Businesses | | Marketing & Sales | | Academia |

  21. Director Nominee Biographies

    •Currently serves as Executive Vice President, Global Corporate Affairs at Johnson & Johnson, leading corporate marketing, government relations, global communications, public health and philanthropy functions, with previous responsibility as Company Group Chairman for Global Commercial Strategy for Pharmaceuticals, bringing deep expertise in public policy, brand reputation management and strategic communications. Additionally, she possesses expertise in corporate communications strategy, human capital management and an extensive network for advisor recommendations and strategic partnerships. •Extensive commercial and operational experience across the pharmaceutical industry, having served as President of Cardiovascular and Metabolism at Johnson & Johnson and General Manager of multiple business units at Amgen, with proven track record in pipeline development, new product launch strategy and leading M&A activity. •Provides valuable strategic counsel on navigating regulatory and political environments, drawing from experience managing complex product challenges, and serves as a trusted advisor to management on Washington D.C. policy matters, tariff exemptions and pharmaceutical industry positioning with both human and animal health applications. Career Highlights: Johnson & Johnson (NYSE: JNJ) – a global pharmaceutical and healthcare company •Executive Vice President, Global Corporate Affairs (2021-present) •Company Group Chairman, Global Commercial Strategy for Pharmaceuticals (2019- 2021) •President, Cardiovascular and Metabolism (2017-2018) •Various senior leadership roles (2017) Amgen Inc. (NASDAQ: AMGN) – a global biotechnology company •General Manager, Cardiovascular and Bone Business Units (2014-2017) •General Manager, Inflammation and Cardiovascular Business Units (2013-2014) Novartis AG (NYSE: NVS) – a global pharmaceutical company •Head, Global Gastroenterology Marketing (2003-2005) Abbott Laboratories (NYSE: ABT) – a global healthcare company •Various roles of increasing responsibility (1994-2003) 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)

  22. Director Nominee Biographies

    | 12 | Zoetis 2026 Proxy Statement |

  23. Director Nominee Biographies

    | | Frank A. D’Amelio | | | | Independent Director | | | | Former Executive Vice President and Chief Financial Officer of Pfizer Inc. | | | | Director since: July 2012 Committees: Audit; Human Resources (Chair) Age: 68 | Other Current Public Company Directorships: •Humana Inc. (since September 2003) •Hewlett Packard Enterprise (since January 2023) •Viatris Inc. (since May 2025) | | Reasons for Nomination: | | | | Mr. D'Amelio provides unparalleled institutional knowledge of Zoetis, having been instrumental in conceptualizing and establishing the Company as a standalone entity from Pfizer. He brings exceptional financial acumen and extensive M&A expertise from his role as Executive Vice President and Chief Financial Officer of Pfizer, having led numerous acquisitions, partnerships and divestitures, including the transformative divestiture of the animal health business that created Zoetis. His pragmatism and deep operational experience overseeing global supply chains, information technology and major business transformations, combined with his extensive public company board service, contributes an invaluable perspective to the Board. | | |

  24. 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 | | | | |

  25. Director Nominee Biographies

    •As the former Executive Vice President and Chief Financial Officer of Pfizer Inc., as well as several other senior leadership roles, was responsible for Business Operations and Global Supply divisions, and finance, operations and strategic initiatives. •Led acquisitions, partnerships and divestitures valued at nearly $200 billion during tenure at Pfizer, including transformative transactions such as the acquisition of Wyeth and the divestiture of the animal health business that created Zoetis, bringing unparalleled M&A expertise and a deep understanding of the company’s history and strategic value proposition. •Extensive operational expertise overseeing global supply chains, information technology functions and major business transformations, including large-scale technology implementations of enterprise risk management programs, with proven ability to provide pragmatic guidance on appropriate budgeting and transformative impact of major projects. •Significant public company board experience, currently serving on the boards of directors of Humana Inc. (since 2003), Hewlett Packard Enterprise (since 2023) and Viatris Inc. (since May 2025), with previous service on the boards of Catalent Inc. and the National Advisory Board of JPMorgan Chase & Co., bringing extensive governance perspective. Career Highlights: Pfizer Inc. (NYSE: PFE) – a global pharmaceutical company •Executive Vice President and Chief Financial Officer (2020-2022) •Executive Vice President, Global Supply and Business Operations (2020-2021) •Executive Vice President, Business Operations and Global Supply and Chief Financial Officer (2018-2020) •Executive Vice President, Business Operations and Chief Financial Officer (2010-2018) •Senior Vice President and Chief Financial Officer (2007-2010) Alcatel-Lucent, S.A. – a global telecommunications equipment company •Senior Executive Vice President of Integration and Chief Administrative Officer (2006- 2007) Lucent Technologies – a telecommunications equipment company •Chief Operating Officer (2005-2007) •Executive Vice President, Administration and Chief Financial Officer (2001-2006) Education: •Bachelor’s degree in Accounting from St. Peter’s College •Master of Business Administration in Finance from St. John’s University

  26. Director Nominee Biographies

    | Zoetis 2026 Proxy Statement | 13 |

  27. Director Nominee Biographies

    | | Gavin D.K. Hattersley | | | | Independent Director | | | | Former President and Chief Executive Officer at Molson Coors Beverage Company | | | | Director since: April 2024 Committees: Audit; Corporate Governance (Chair) Age: 63 | Other Current Public Company Directorships: •McCormick & Company (since January 2026) | | Reasons for Nomination: | | | | Mr. Hattersley provides strong governance, unique insights and financial expertise from his experience as former director, President and Chief Executive Officer and Chief Financial Officer of Molson Coors Beverage Company. He contributes a unique perspective on brand matters and critical financial and strategic decisions, ensuring thorough Board oversight of Zoetis’ growth strategy. His experience navigating brand challenges and political environments additionally contributes significant leadership to the Corporate Governance Committee. | | |

  28. 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 |

  29. Director Nominee Biographies

    •In various senior executive and finance leadership roles at Molson Coors Beverage Company and MillerCoors, was very recently responsible for guiding the strategic and financial growth strategy of globally operating public companies. Contributes a dual CEO and CFO-informed approach to Board governance oversight and enhances discussions on strategic initiatives and financial discipline. •Extensive financial management expertise spanning over 20 years, having served as chief financial officer of Molson Coors, MillerCoors, Miller Brewing Company and SAB Limited, with a proven ability to probe and provide rigorous oversight on complex finance and accounting matters, including debt financing and capital allocation strategies. •Proven track record navigating complex brand reputation challenges and political environments at Molson Coors, providing valuable counsel on disclosure strategies, stakeholder communications and managing through periods of significant public scrutiny and administrative changes. Career Highlights: Molson Coors Beverage Company (NYSE: TAP) – a global brewing beverage company •President and Chief Executive Officer and Board of Directors member (2019-2025) •Chief Financial Officer (2012-2015) MillerCoors – former U.S. division of Molson Coors •Chief Executive Officer (2015-2019) •Executive Vice President and Chief Financial Officer (2008-2012) Miller Brewing Company – a global brewing beverage company •Senior Vice President of Finance (2002-2008) •Executive Vice President, Administration and Chief Financial Officer (2001-2006) The South African Breweries Limited – a global brewing beverage company •Chief Financial Officer (1999-2002) •Various financial management positions (1997-1999) •Honors degree in Accounting Science and a Bachelor’s degree from the University of South Africa

  30. Director Nominee Biographies

    | 14 | Zoetis 2026 Proxy Statement |

  31. Director Nominee Biographies

    | | Sanjay Khosla | | | | Independent Director | | | | Former EVP and President, Developing Markets of Mondelēz International, Inc. | | | | Director since: June 2013 Committees: Human Resources; Quality and Innovation Age: 74 | Other Current Public Company Directorships: •None | | Reasons for Nomination: | | | | Mr. Khosla provides extensive international business expertise from his senior leadership roles at leading consumer product companies, such as Mondelēz International and Unilever. With more than 35 years of experience in leadership roles at global food, beverage and consumer product companies, particularly in developing markets, he brings a deep understanding of global organizational dynamics, corporate culture, strategic prioritization and organizational performance to the Board. | | |

  32. 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 | | | | |

  33. Director Nominee Biographies

    •As Executive Vice President and President, Developing Markets of Mondelēz International, Inc., was responsible for leading transformative initiatives that grew a $5 billion business into a $16 billion business. Leadership included guiding manufacturing and supply, marketing and sales and M&A growth initiatives across developing markets. •Deep expertise in international food, beverage and consumer product companies, including Mondelēz, Kraft, Fonterra and Unilever, with management responsibility over R&D, innovation and human capital management functions. •Author and thought leader on corporate culture, strategic focus and organizational performance, having published “Fewer, Bigger, Bolder: From Mindless Expansion to Focused Growth,” as well as numerous articles. Senior fellow and adjunct professor at Kellogg School of Management, Northwestern University. Additionally contributes insights from tenure as a strategic senior advisor for a number of management consulting firms. •Extensive board experience having served on the boards of directors of Best Buy, Inc. and NIIT, Ltd, as well as currently serving on several private company boards of directors including the board of directors of Qualsights (since 2022). Career Highlights: Bunnik LLC – a management consulting firm •Chief Executive Officer (2013-present) Boston Consulting Group – a leading global consulting firm •Senior Advisor (2013-2024) Mondelēz International, Inc. (NASDAQ: MDLZ) – a global food, beverage and snack company •Executive Vice President and President, Developing Markets (2012-2013) Kraft Foods (now Mondelēz International) – a global food, beverage and snack company •President, Developing Markets (2007-2012) Fonterra – a global dairy company •Managing Director (2004-2006) Unilever (NYSE: UL) – a global consumer products company •Various roles during 27+ year career 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

  34. Director Nominee Biographies

    | Zoetis 2026 Proxy Statement | 15 |

  35. Director Nominee Biographies

    | | Antoinette R. Leatherberry | | | | Independent Director | | | | Former Principal at Deloitte | | | | Director since: December 2020 Committees: Audit; Human Resources Age: 64 | Other Current Public Company Directorships: •Digital Direct Holdings (since February 2022) | | Reasons for Nomination: | | | | Dr. Leatherberry provides valuable technology implementation expertise from her 30-year career as a partner at Deloitte, with strong knowledge of change management and large-scale system transformations gained from working with Fortune 500 companies. She brings important perspective on employee culture and inclusion, demonstrating a track record of leading high-performing teams. Her expertise in cybersecurity, IT and governance contributes practical guidance on technology strategy. | | |

  36. Director Nominee Biographies

    | | Global Business | | Human Capital Management | | Digital & Technology | | | Marketing & Sales | | Other Public Company Board Member | | |

  37. Director Nominee Biographies

    •Brings deep expertise in technology implementation and change management having worked with Fortune 500 companies on complex information technology transformations, strategy and implementation, data analytics, data strategy and operational issues during her 30-year career at Deloitte. •Served as former President of the Deloitte Foundation and was responsible for recruiting strategies, hiring and workforce planning, providing a valuable perspective on human capital management matters, including culture and inclusion initiatives that create high-performing teams. •Recognized technology and governance expert, named to the National Association of Corporate Directors (NACD) Directorship 100 in 2019 and 2020, having authored numerous articles and publications on information technology and governance and bringing practical guidance on large-scale technology implementations, cybersecurity matters and vendor relationships. •Extensive board experience as current member of multiple private company boards of directors, including STRIVE (since 2022) and the American Family Insurance Mutual Holding Company (since 2020) and the advisory board of the Ellig Group (since 2022), and as member of the Widener University Board of Trustees and the Boston University Board of Trustees. Career Highlights: Deloitte – an industry-leading consulting, audit, tax and advisory services company •Partner (2007-2020) •President, Deloitte Foundation (2016-2020) Education: •Bachelor’s degree in Mechanical Engineering from Boston University •Master of Business Administration in Operations Management and Supervision from Northeastern University •Doctor of Education (EdD) from Widener University

  38. Director Nominee Biographies

    | 16 | Zoetis 2026 Proxy Statement |

  39. Director Nominee Biographies

    | | Michael B. McCallister | | | | Independent Director | | | | Former Chairman of the Board and CEO of Humana Inc. | | | | Director since: January 2013 Board Chair since: June 2013 Committees: None Age: 73 | Other Current Public Company Directorships: •AT&T (since February 2013) | | Reasons for Nomination: | | | | Mr. McCallister provides deep and pragmatic expertise in strategic planning, leadership and stability, management of complex issues and digital transformation from his senior executive leadership roles at Humana, a leading health and welfare services company. He has a proven track record of driving innovation-focused growth, leading strategic M&A initiatives and contributing valuable operational expertise. He also brings extensive corporate governance acumen acquired through his prior and current service on prominent public company boards. | | |

  40. Director Nominee Biographies

    | | Consumer Products | | Marketing & Sales | | Research & Development | | | Digital & Technology | | Mergers & Acquisitions | | Public Company CEO | | | Public Company GC; Compliance; or Corporate Governance | | Human Capital Management | | Other Public Company Board Member |

  41. Director Nominee Biographies

    •As Chief Executive Officer of Humana, guided the company through significant expansion, responsible for the company’s market capitalization increase from approximately $1.1 billion in 2000 to approximately $12.7 billion at the time of his retirement in 2012. •At Humana, championed digital healthcare management systems, actionable information and customer-centric healthcare plans to deliver affordable and superior health-plan experiences, repositioning the company as an industry leader nationwide. •Brings deep experience driving growth through strategic investments, having overseen major acquisitions such as CarePlus Health Plans and Concentra Inc., which expanded Humana’s core business, adding over 300 medical centers in 42 states and $800 million in annual revenue. •Extensive board experience having formerly served on the board of directors of National City Corp. and on the board of the Business Roundtable, where he was Chairman of its Health and Retirement Task Force. Career Highlights: Humana Inc. (NYSE: HUM) – a health insurance and healthcare services company •Chairman of the Board (2010-2013) •Chief Executive Officer (2000-2012) •Various roles of increasing responsibility (1974-2000) Education: •Bachelor’s of Science degree in Accounting from Louisiana Tech University •Master of Business Administration from Pepperdine University

  42. Director Nominee Biographies

    | Zoetis 2026 Proxy Statement | 17 |

  43. Director Nominee Biographies

    | | Gregory Norden | | | | Independent Director | | | | Former Chief Financial Officer of Wyeth | | | | Director since: January 2013 Committees: Audit (Chair); Corporate Governance Age: 68 | Other Current Public Company Directorships: •Praxis Precision Medicines, Inc. (since March 2019) •Royalty Pharma plc (since June 2020) | | Reasons for Nomination: | | | | Mr. Norden has over 20 years of leadership and financial management experience in global healthcare and pharmaceuticals. He provides exceptional financial and accounting expertise from his role as the former Chief Financial Officer of Wyeth, with comprehensive knowledge of reporting requirements, disclosure rules and audit committee responsibilities. He brings 13 years of institutional knowledge as chair of the Audit Committee, with extensive expertise in working with internal and external audit teams and navigating complex financial and compliance matters. | | |

  44. 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 | | |

  45. Director Nominee Biographies

    •Throughout his tenure at Wyeth, where he had broad responsibilities for many of the company’s global functional areas and businesses, and later in his role as corporate CFO at Wyeth, he worked with a broad range of human and animal health businesses, including Fort Dodge Animal Health, a manufacturer of animal health products, that was part of Wyeth, bringing a deep understanding of the industry to the Board. •Audit and accounting expertise acquired from experience as Audit Manager at Arthur Andersen & Co., working primarily with multinational companies in the life sciences, consumer products and financial services industries, with a comprehensive knowledge of reporting rules, disclosure requirements and the critical role of external auditors. •Deep expertise in creating and executing high impact strategic and operational global corporate initiatives, including as one of the lead architects/negotiators of the $68 billion Pfizer acquisition of Wyeth, which enhances Board discussions on major acquisitions and alliances and the Company’s capital allocation strategy. •Extensive board experience, currently serving on the board of directors of Praxis Precision Medicines and Royalty Pharma, as well as previous service on the boards of directors of Human Genome Sciences, Welch Allyn, Univision, Entasis, nanoString Technologies and Anthos. Career Highlights: Wyeth (acquired by Pfizer in 2009) – a global pharmaceutical and healthcare products company •Chief Financial Officer (2007-2009) •Executive Vice President and Chief Financial Officer of Wyeth Pharmaceuticals, Inc. (2000-2007) •Various senior positions (1989-2000) Arthur Andersen & Co. – a global accounting firm •Audit Manager (1983-1989) G9 Capital Group LLC – provider of corporate advisory services to companies, family offices and leading venture capital and private equity firms •Managing Director (2010-2025) Education: •Bachelor’s degree in Management and Economics from State University of New York at Plattsburgh •Master of Science in Accounting from LIU Post

  46. Director Nominee Biographies

    | 18 | Zoetis 2026 Proxy Statement |

  47. Director Nominee Biographies

    | | Kristin C. Peck | | | | Chief Executive Officer of Zoetis | | | | Director since: October 2019 Committees: None Age: 54 | Other Current Public Company Directorships: •BlackRock (since September 2021) | | Reasons for Nomination: | | | | Ms. Peck brings more than 25 years in business management, including 20-plus years in the health care and animal health industry to the Board. Her deep knowledge of Zoetis, beginning with its initial public offering in 2013, provides an invaluable perspective and critical link between the Board and management team’s execution of strategic growth initiatives. Her strong business experience leading the company as Chief Executive Officer, as well as her history of success in development, implementation and execution of corporate strategy and executive management, make Ms. Peck a qualified and valuable member of the Board. | | |

  48. Director Nominee Biographies

    | | Animal Health | | Life Sciences | | Mergers & Acquisitions | | | Digital & Technology | | Manufacturing & Supply | | Public Company CEO | | | Global Businesses | | Marketing & Sales | | Other Public Company Board Member | | | Human Capital Management | | | | |

  49. Director Nominee Biographies

    •Deep expertise in animal health, having paved the way for Zoetis as a public company and defining a global sector. Broad leadership experience spanning Zoetis’ Global Manufacturing and Supply, Global Commercial Development, and its $2.9 billion U.S. Commercial Business groups. •Extensive experience in finance and innovation across several companies. Since becoming CEO of Zoetis in 2020, Ms. Peck delivered superior financial growth and industry-leading operating margins; launched 18 blockbuster products and established a pipeline of 12 more potential blockbusters (products with expected future potential annual sales of $100M+). •Strategic and innovative leader with experience in corporate strategy, business development, and digital transformation – including the acceleration of AI adoption and advanced analytics – which has been central to Zoetis’ sustained growth and innovation since its IPO. •Passion and commitment to life sciences and healthcare. Proven leadership in public policy and advocacy as past president of the Animal Health Institute and HealthforAnimals. Currently serves on the Board of Trustees of the Mayo Clinic, a top-ranked global medical center. •Recognized for her transformative leadership in driving Zoetis’ strong performance and innovation, Ms. Peck was named to TIME100 Most Influential People in Health for 2025; included on the CNBC 2024 Changemakers list; selected by Barron’s as one of the top CEOs in 2022 and honored by Fortune as a 2020 Businessperson of the Year. Ms. Peck is a member of the board of directors of Business Roundtable (since January 2026). She previously served as a member of the board of directors of Thomson Reuters. Career Highlights: Zoetis Inc. (NYSE: ZTS) – a leading global producer of medicine and vaccinations for pets and livestock •Chief Executive Officer (2020-present) •Executive Vice President and Group President, U.S. Operations, Business Development and Strategy (2018-2019) •Executive Vice President and President, U.S. Operations (2015-2018) Pfizer Inc. (NYSE: PFE) – a global pharmaceutical company •Executive Vice President, Worldwide Business Development and Innovation (2004-2012) Education: •Bachelor’s degree from Georgetown University •Master of Business Administration from Columbia Business School

  50. Director Nominee Biographies

    | Zoetis 2026 Proxy Statement | 19 |

  51. Director Nominee Biographies

    | | Willie M. Reed | | | | Independent Director | | | | Dean Emeritus, Professor of Comparative Pathobiology at the College of Veterinary Medicine at Purdue University | | | | Director since: March 2014 Committees: Corporate Governance; Quality and Innovation (Chair) Age: 71 | Other Current Public Company Directorships: •None | | Reasons for Nomination: | | | | Dr. Reed is one of the preeminent voices in the animal healthcare space. He provides essential animal health industry expertise, bringing deep knowledge of both livestock and pet care sectors from his role as Dean Emeritus of Purdue University’s College of Veterinary Medicine as well as from his extensive network and veterinary career spanning more than 40 years. He has an extensive background in veterinary diagnostics. He is an active leader and participant in industry conferences and is highly embedded within the veterinary community, providing valuable insights on veterinary workforce issues, industry trends and the evolving needs of future veterinarians. In addition, his focus on culture and employee engagement contributes important perspective to the Board. | | |

  52. Director Nominee Biographies

    | | Academia | | Human Capital Management | | Marketing & Sales | | | Animal Health | | Life Sciences | | Research & Development |

  53. Director Nominee Biographies

    •Currently serves as Dean Emeritus and Professor of Comparative Pathobiology at Purdue University's College of Veterinary Medicine, with more than 40 years of experience in animal health, diagnostics and veterinary medicine including roles at Michigan State University as Professor, Department Chair and Director of the Diagnostic Center for Population and Animal Health. •Diplomate of the American College of Veterinary Pathologists and Charter Diplomate of the American College of Poultry Veterinarians, bringing specialized expertise in livestock veterinary medicine, particularly poultry and deep understanding of both the livestock producer perspective and broader veterinary community needs across pet care and livestock sectors. •Highly engaged voice of animal health on the Board and in the veterinary industry, having served on a number of committees for the National Institutes of Health and the United States Department of Agriculture, and actively participating in industry conferences, providing valuable counsel on veterinary workforce issues, the role of the American Veterinary Medical Association and the current and future needs of veterinarians. Career Highlights: Purdue University, College of Veterinary Medicine •Dean Emeritus, Professor of Comparative Pathobiology (2024-present) •Dean (2007-2024) •Chief, Avian Diseases Diagnostic Service (1985-1990) •Assistant Professor of Veterinary Pathology (1982-1987) •Associate Professor of Veterinary Pathology (1987-1990) Michigan State University •Professor of Veterinary Pathology, Chairperson of the Department of Diagnostic Investigation (1997-2006) •Director of the Diagnostic Center for Population and Animal Health (1990-2006) •Assistant Director of the Animal Disease Diagnostic Laboratory (1985-1990) Professional Leadership •President, American Association of Veterinary Medical Colleges •President, American Association of Veterinary Laboratory Diagnosticians •President, American Association of Avian Pathologists •Chair, American Veterinary Medical Association Council on Research Education: •Bachelor’s degree in Animal and Poultry Diseases from Tuskegee University •Doctor of Veterinary Medicine from Tuskegee University •Ph.D. in Veterinary Pathology from Purdue University

  54. Director Nominee Biographies

    | 20 | Zoetis 2026 Proxy Statement |

  55. Director Nominee Biographies

    | | Mark Stetter | | | | Independent Director | | | | Dean of the University of California, Davis School of Veterinary Medicine | | | | Director since: May 2025 Committees: Human Resources; Quality and Innovation Age: 65 | Other Current Public Company Directorships: •None | | Reasons for Nomination: | | | | Dr. Stetter provides comprehensive veterinary medicine expertise as Dean of the University of California, Davis School of Veterinary Medicine, which, combined with his corporate experience from his senior leadership roles at The Walt Disney Company's Animal Kingdom, contributes valuable perspective on product strategy, competitive positioning and R&D pipeline development, with a focus on unmet market needs. His deep connections within the veterinary profession and understanding of what future veterinarians seek from pharmaceutical manufacturers contributes strategic insight to the Quality and Innovation Committee. | | |

  56. Director Nominee Biographies

    | | Academia | | Global Businesses | | Marketing and Sales | | | Animal Health | | Human Capital Management | | Research and Development | | | Consumer Products | | Life Sciences | | |

  57. Director Nominee Biographies

    •Currently serves as Dean and Professor of the University of California, Davis School of Veterinary Medicine, overseeing all aspects of the school, including education, research, veterinary hospitals and animal health diagnostic labs, centers and institutes, having previously served as Dean and Professor at Colorado State University’s College of Veterinary Medicine and Biomedical Sciences from 2012 until 2021. •Unique combination of academic leadership and corporate experience, having held various senior roles at The Walt Disney Company, including Director of Animal Operations and Director of Animal Health, brings a practical business perspective and understanding of corporate decision-making as it relates to the Company’s product positioning. •Extensive experience across the full spectrum of veterinary medicine, having served as zoo and wildlife veterinarian at The Bronx Zoo/Wildlife Conservation Society and the Audubon Nature Institute, providing comprehensive perspective on animal health from companion animals to livestock to exotic species and wildlife, as well as 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. Career Highlights: University of California, Davis School of Veterinary Medicine •Dean and Professor (2021-present) Colorado State University, College of Veterinary Medicine and Biomedical Sciences •Dean and Professor (2012-2021) The Walt Disney Company (NYSE: DIS) – a leading global entertainment company •Director of Animal Operations (2009-2012) •Director of Animal Health (2001-2009) •Various senior roles (1997-2001) 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

  58. Director Nominee Biographies

    | Zoetis 2026 Proxy Statement | 21 |

  59. Director Nominee Biographies

    | | Stephanie Tilenius | | | | Independent Director | | | | Founder of Peak Health and founder and former CEO of Vida Health, Inc. | | | | Director since: December 2025 Committees: Audit; Human Resources Age: 58 | Other Current Public Company Directorships: •Seagate Technology Holdings plc (since 2021) | | Reasons for Nomination: | | | | Ms. Tilenius provides valuable commercial and marketing expertise with a strong technology background from her extensive Silicon Valley leadership experience, including in roles at Google, PayPal and eBay. She brings innovative thinking on marketing, brand and customer engagement strategies, with unique insights on direct-to-consumer, digital marketing and AI opportunities, while leveraging her experience leading the completion of numerous acquisitions. Her financial acumen, AI and digital technology expertise and pragmatic approach to complex matters provides a valuable perspective to the Board. | | |

  60. Director Nominee Biographies

    | | Digital & Technology | | Human Capital Management | | Mergers & Acquisitions | | | Global Businesses | | Marketing & Sales | | Other Public Company Board Member |

  61. Director Nominee Biographies

    •Experienced founder of several healthcare companies, including most recently Peak Health, a company in the longevity AI space. She also founded and served as CEO at Vida Health, Inc., a leading B2B chronic care platform focusing on diabetes and obesity, which she scaled nationally for Fortune 500 companies, large payers and healthcare providers. •Extensive technology and product development expertise from senior positions at leading technology companies, having served as Vice President of Global Commerce and Payments at Google, where she helped build new products and platforms such as Google Pay and Google Shopping, Senior Vice President of eBay.com and Global Product at eBay, and Vice President of Global Merchant Services at PayPal. She also serves as a Venture Advisor to the AI Fund. •Significant M&A and financial experience, having completed numerous acquisitions during her career in the technology sector and managed P&L responsibilities for multibillion dollar businesses at Google, PayPal and eBay, bringing strong financial acumen and practical perspective on capital allocation expertise. Career Highlights: Peak Health – a company in the longevity AI space •Founder (2024-present) Vida Health, Inc. – a B2B chronic care platform •Founder and Chief Executive Officer (2014-2023) Google Inc. – a global technology company offering search and advertising •Vice President of Global Commerce and Payments (2010-2012) eBay Inc. (NASDAQ: EBAY) – a leading global e-commerce platform •Senior Vice President, eBay.com and Global Product (2008-2010) PayPal Holdings, Inc. (NASDAQ: PYPL) – a global technology platform for digital payments •Vice President of Global Merchant Services (2003-2008) Education: •Bachelor’s degree in Economics from Brandeis University •Master’s degree in International Economics and Finance from Brandeis University •Master’s in Business Administration from Harvard University

  62. Director Nominee Biographies

    | 22 | Zoetis 2026 Proxy Statement |

  63. Key Governance Features

    Key Governance Features

  64. 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 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 2026 | | 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 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 perspectives among directors when evaluating director nominees •The Corporate Governance 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 |

  65. Key Governance Features

    | Zoetis 2026 Proxy Statement | 23 |

  66. 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 Committee. In 2025, 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 $250,000 on the date of grant, based upon the closing price of shares of Zoetis common stock on that date. 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.

  67. Compensation of Directors

    | Zoetis 2026 Proxy Statement | 37 |

  68. Compensation of Directors

    | 2025 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 | |

  69. Compensation of Directors

    In 2025, we granted equity retainers in the form of restricted stock units, valued at $250,000 in the aggregate for each non-employee director on the date of grant, as follows: •On February 19, 2025, each of Mses. Broadhurst and Parent, Drs. Leatherberry and Reed and Messrs. Bisaro, D’Amelio, Hattersley, Khosla, McCallister, Norden and Mr. Scully, a former director, received 1,596 restricted stock units valued at $156.64 per share. •On May 21, 2025, Dr. Stetter received 1,548 restricted stock units valued at $161.44 per share. •On December 1, 2025, Ms. Tilenius received 1,964 restricted stock units valued at $127.25 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 earlier of the director’s separation from service or a change in control of Zoetis that constitutes a “change in ownership or control” for purposes of Section 409A in accordance with the terms of the Director Deferral Plan. 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.

  70. Compensation of Directors

    | 38 | Zoetis 2026 Proxy Statement |

  71. Compensation of Directors

    The following table summarizes the total compensation earned in 2025 by each of our directors who served as a non-employee director during 2025.

  72. 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 | $250,000 | | $350,000 | | Vanessa Broadhurst(5) | $100,000 | $250,000 | $5,000 | $355,000 | | Frank A. D’Amelio(6) | $125,000 | $250,000 | | $375,000 | | Gavin D.K. Hattersley(7) | $106,250 | $250,000 | | $356,250 | | Sanjay Khosla(4) | $100,000 | $250,000 | | $350,000 | | Antoinette R. Leatherberry(5) | $100,000 | $250,000 | $5,000 | $355,000 | | Michael B. McCallister(8) | $250,000 | $250,000 | | $500,000 | | Gregory Norden(9) | $125,000 | $250,000 | | $375,000 | | Louise M. Parent(10) | $118,750 | $250,000 | $5,000 | $373,750 | | Willie M. Reed(11) | $125,000 | $250,000 | | $375,000 | | Robert W. Scully(12) | $50,000 | $250,000 | | $300,000 | | Mark Stetter(13) | $66,667 | $250,000 | | $316,667 | | Stephanie Tilenius(14) | $8,333 | $250,000 | | $258,333 |

  73. 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 2025 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, Hattersley, Khosla, McCallister, Norden and Scully on February 19, 2025 was $156.64. The grant date fair value of each restricted stock unit granted to Dr. Stetter on May 21, 2025 was $161.44. The grant date fair value of each restricted stock unit granted to Ms. Tilenius on December 1, 2025 was $127.25. 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, 2025, the aggregate number of restricted stock units (including dividend equivalents) held by each current non-employee director was 1,612 each for Mr. Bisaro, Ms. Broadhurst, Mr. D’Amelio, Mr. Hattersley, Mr. Khosla, Dr. Leatherberry, Mr. McCallister, Mr. Norden, Ms. Parent and Dr. Reed; Dr. Stetter and Ms. Tilenius held 1,559 and 1,964 respectively. Mr. Scully retired from Board service at the completion of his term on May 21, 2025 and received immediate vesting of his outstanding equity retainers which were settled in shares of Zoetis common stock. (2)As of December 31, 2025, Mr. D’Amelio and Mr. Khosla each had 9,959 deferred stock units and Dr. Leatherberry had 1,494 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 or later, 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 Director Deferral 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, 2025, the aggregate number of deferred stock units (including dividend equivalents) held by each current non-employee director was as follows: Mr. D’Amelio, 10,099; Mr. Khosla, 10,099; Mr. McCallister, 10,917; Mr. Norden, 10,917; Ms. Parent, 10,099; and Dr. Reed, 4,967 (Mr. Bisaro, Ms. Broadhurst, Mr. Hattersley, Dr. Leatherberry, Dr. Stetter and Ms. Tilenius 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. The total amount payable under the Matching Gift Program and other material terms are described above. (4)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2025, and (b) an equity retainer of 1,596 restricted stock units granted on February 19, 2025 with a grant date fair value of $250,000. (5)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2025, (b) an equity retainer of 1,596 restricted stock units granted on February 19, 2025 with a grant date fair value of $250,000, and (c) a matching contribution of $5,000 made by the Zoetis Foundation.

  74. Compensation of Directors

    | Zoetis 2026 Proxy Statement | 39 |

  75. Compensation of Directors

    (6)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2025, (b) a cash retainer of $25,000 for service as Chair of the Human Resources Committee during 2025, and (c) an equity retainer of 1,596 restricted stock units granted on February 19, 2025 with a grant date fair value of $250,000. (7)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2025, (b) a cash retainer of $6,250 for service as Chair of the Corporate Governance Committee during part of 2025, and (c) an equity retainer of 1,596 restricted stock units granted on February 19, 2025 with a grant date fair value of $250,000. (8)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2025, (b) a cash retainer of $150,000 for service as Chair of the Board during 2025, and (c) an equity retainer of 1,596 restricted stock units granted on February 19, 2025 with a grant date fair value of $250,000. (9)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2025, (b) a cash retainer of $25,000 for service as Chair of the Audit Committee during 2025, and (c) an equity retainer of 1,596 restricted stock units granted on February 19, 2025 with a grant date fair value of $250,000. (10)Represents (a) a cash retainer of $100,000 for service to the Board as a non-employee director during 2025, (b) a cash retainer of $18,750 for service as Chair of the Corporate Governance Committee during part of 2025, (c) an equity retainer of 1,596 restricted stock units granted on February 19, 2025 with a grant date fair value of $250,000, 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 2025, (b) a cash retainer of $25,000 for service as Chair of the Quality and Innovation Committee during 2025, (c) an equity retainer of 1,596 restricted stock units granted on February 19, 2025 with a grant date fair value of $250,000. (12)Represents (a) a cash retainer of $50,000 for service to the Board as a non-employee director during part of 2025, and (b) an equity retainer of 1,596 restricted stock units granted on February 19, 2025 with a grant date fair value of $250,000. Mr. Scully retired from Board service at the completion of his term on May 21, 2025 and received immediate vesting of his outstanding equity retainers which were settled in shares of Zoetis common stock. (13)Represents (a) a cash retainer of $66,667 for service to the Board as a non-employee director during part of 2025, and (b) an equity retainer of 1,548 restricted stock units granted with a grant date fair value of $250,000 upon his appointment to the Board on May 21, 2025. (14)Represents (a) a cash retainer of $8,333 for service to the Board as a non-employee director during part of 2025, and (b) an equity retainer of 1,964 restricted stock units granted with a grant date fair value of $250,000 upon her appointment to the Board on December 1, 2025.

  76. Table of Contents

    | CEO 2025 Performance | 57 | | Other NEO 2025 Performance | 59 | | NEO AIP Decisions | 60 | | Long-Term Incentives | 60 | | 2025 LTI Mix | 61 | | NEO LTI Decisions | 63 | | Retirement Benefits | 64 | | Severance | 65 | | Perquisites | 66 | | Compensation Governance Policies and Practices | 66 | | Stock Ownership Guidelines | 66 | | Anti-Hedging and Anti-Pledging Policies | 67 | | Clawback and Compensation Recovery Policies | 67 | | Equity Award Grant Practices | 67 | | Compensation Risk Assessment | 68 | | Tax Deductibility of NEO Compensation | 68 | | Executive Transition | 69 | | Report of the Human Resources Committee | 69 |

  77. 2025 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% | | 20% | | | Annual Incentive Plan (AIP) | •Motivates and rewards achievement of our financial and strategic/operational goals, as well as individual performance •2025 AIP pool funded based on: •Revenue •Adjusted diluted EPS •Free cash flow | 12% | | 18% | | | Long-Term Incentives | | | | | | | Performance Award Units | •Aligns NEO and shareholder interests •Vesting based on: •Three-year Relative total shareholder return (“TSR”) performance (“Relative TSR”) •Three-year Average Operational Revenue Growth | 40% | | 31% | | | 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% | | 16% | | | Restricted Stock Units | •Aligns NEO and shareholder interests •Three-year graded vesting | 20% | | 16% | |

  78. 2025 Compensation Highlights

    2025 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 averaged 106% of target. Performance-vesting restricted stock units (“performance award units”) for the 2023-2025 cycle vested at 0% of target, reflecting Relative TSR performance at the 19th percentile of the S&P 500 Group, which was below the 25th percentile threshold for vesting. The Company’s performance award units issued in 2025 for the 2025-2027 cycle reflected changes approved by the Human Resources Committee in 2024: (i)Use of an industry subset, the companies comprising the S&P 500 Health Care Index, to measure the Company’s Relative TSR performance, replacing the full S&P 500 Group. The S&P 500 Health Care Index was chosen because the constituents are more closely aligned with our business, and it is a prevalent comparator group used by our peers. (ii)Three-year average annual operational revenue growth (“Operational Revenue Growth”) was added as a second performance metric, in addition to Relative TSR. Operational Revenue Growth is a key metric communicated to investors, signals Zoetis‘ intention to grow and, as an absolute metric, provides balance with our Relative TSR metric. See the “Long-Term Incentives” section of this CD&A for more information. Subsequent to a market benchmarking review, the Human Resources Committee recommended, and the Board approved, changes to severance benefits provided in the Zoetis Executive Severance Plan (the “Executive Severance Plan” or “ESP”), to align with typical peer practices. See the “Severance” section of this CD&A for more information.

  79. Base Salary and Annual Incentive

    Base Salary and Annual Incentive On February 6, 2025, the Human Resources Committee recommended, and the Board approved, an increase to Ms. Peck's base salary from $1,300,000 to $1,350,000, effective January 1, 2025. Her target annual incentive opportunity remained at 150% of her base salary, providing for an annual target total cash compensation of $3,375,000 for 2025. On February 13, 2026, the Human Resources Committee recommended, and the Board approved, an annual incentive plan payment for 2025 of $2,187,000 (108% of the annual incentive target) for Ms. Peck based on Zoetis' 2025 financial results and her individual performance, providing for an annual actual total cash compensation of $3,537,000 for 2025.

  80. Long-Term Incentive

    Long-Term Incentive On February 19, 2025, Ms. Peck received a long-term equity incentive award with a total grant date fair value of $13,625,000 consisting of 50% performance award units, 25% restricted stock units ("RSUs") and 25% stock options. Accordingly, she received 39,790 target performance award units, 21,745 RSUs and 84,711 stock options. Performance award units are subject to a three-year cliff vesting schedule (vesting 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, based on the Company’s results against its three-year Relative TSR and Operational Revenue Growth goals.

  81. Long-Term Incentive

    | Zoetis 2026 Proxy Statement | 45 |

  82. 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 tied to long-term performance. | |

  83. 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. |

  84. Elements of 2025 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. •Align NEO and shareholder interests, as (i) the value NEOs realize from their Relative TSR performance award units depends on the value of the shareholders’ investment relative to other similar investment opportunities over the same time period and (ii) the value NEOs realize from their Operational Revenue Growth performance award units is aligned with the Company’s growth and financial success over a long-term performance period. | •In 2025, 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 vest on the third anniversary of the date of grant, subject to the NEO’s continued employment through such date and achievement of pre-established performance goals. Awards are subject to accelerated vesting on certain earlier terminations, such as retirement, death, restructuring, or a change in control, each of which are generally aligned with market practice regarding treatment of equity upon termination. •Performance metrics are measured over a three-year performance period. Both performance metrics are equally weighted and achievement of each metric is independently measured: (i)Relative TSR: Zoetis’ TSR compared to the TSR of the companies comprising the S&P 500 Health Care Index at the start of the performance period, excluding companies that during the performance period are acquired or no longer publicly traded. (ii)Operational Revenue Growth: Zoetis’ three-year average annual operational revenue growth. •Paid out in shares of Company common stock upon vesting, with the payout ranging from 0% to 200% of target for each goal (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). |

  85. Elements of 2025 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 2025, 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 2025, 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 2025, we made a profit sharing contribution of 4.5% of eligible pay (within IRC limitations) to all eligible U.S. colleagues. |

  86. Elements of 2025 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: •2 times base salary, 2 times annual target bonus, and up to 24 months of benefits continuation upon an involuntary termination of employment without cause (unrelated to a change in control);and •2.5 times base salary, 2.5 times annual target bonus, a pro-rated annual bonus in the year of termination based on the greater of target and actual performance measured as of the change in control, and up to 24 months of benefits continuation 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: •1.5 times base salary, 1.5 times annual target bonus, and up to 18 months of benefits continuation upon an involuntary termination of employment without cause (unrelated to a change in control); and •2 times base salary, 2 times annual target bonus, a pro-rated annual bonus in the year of termination based on the greater of target and actual performance measured as of the change in control, and up to 24 months of benefits continuation upon an involuntary termination of employment without cause or a “good reason” termination following a change in control. |

  87. The Human Resources Committee’s Process

    The Human Resources 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 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.

  88. 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 2025. 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 2025, 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 2025 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;

  89. Role of the Compensation Consultant

    | Zoetis 2026 Proxy Statement | 51 |

  90. Role of the Compensation Consultant

    •Reviewing our compensation peer group and recommending changes; •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.

  91. 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 2025 executive compensation was comprised of the 16 companies listed in the table below:

  92. Peer Group and Compensation Benchmarking

    | Agilent Technologies, Inc. | Boston Scientific Corporation | Gilead Sciences, Inc | Stryker Corporation | | Baxter International Inc. | Bristol-Myers Squibb Company | IDEXX Laboratories, Inc. | Thermo Fisher Scientific Inc. | | Becton, Dickinson and Company | Edward Lifesciences Corporation | Intuitive Surgical Inc. | Vertex Pharmaceuticals | | Biogen Inc. | Elanco Animal Health Incorporated | IQVIA Holdings Inc. | Zimmer Biomet Holdings, Inc. |

  93. Peer Group and Compensation Benchmarking

    Zoetis ranked in the 35th percentile in revenue and 55th percentile in total market capitalization among the companies in the above peer group. In determining the elements of 2025 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 2025, as part of its annual review of the compensation peer group, the Human Resources Committee reviewed the above companies and decided not to make any changes. The Human Resources Committee believes this group continues to 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 same 16-company peer group will be used by the Human Resources Committee in making 2026 executive compensation decisions.

  94. Peer Group and Compensation Benchmarking

    | 52 | Zoetis 2026 Proxy Statement |

  95. 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.

  96. 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 2025, 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 80% of TTDC was incentive-based pay. The table and charts below show the mix of TTDC for our NEOs at the end of 2025. 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 2025 Summary Compensation Table (included later in this proxy statement). The Summary Compensation Table reflects actual base salary and annual incentives earned during 2025 (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.

  97. 2025 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 | $1,350,000 | $2,025,000 | $13,625,000 | $17,000,000 | 8% | 12% | 80% | | Wetteny Joseph | $800,000 | $800,000 | $3,800,000 | $5,400,000 | 15% | 15% | 70% | | Jamie Brannan | $720,000 | $648,000 | $2,232,000 | $3,600,000 | 20% | 18% | 62% | | Robert J. Polzer | $710,000 | $568,000 | $2,222,000 | $3,500,000 | 20% | 16% | 63% | | Roxanne Lagano | $700,000 | $560,000 | $1,390,000 | $2,650,000 | 26% | 21% | 52% |

  98. Annual Incentive Plan (“AIP”)

    Annual Incentive Plan (“AIP”) 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.

  99. Annual Incentive Plan (“AIP”)

    | 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 2025 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. |

  100. 2025 AIP Components

    2025 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(1) measures our profitability; and •Free cash flow(2) measures our efficient management of working capital and discipline in capital expenditures. The threshold, target and maximum performance levels for AIP pool funding for 2025 were established by the Human Resources Committee in early 2025. The Human Resources Committee seeks to set goals that are rigorous but attainable. In 2025, 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 in animal health for a better future; and (6) perform with excellence and agility. (1)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 44 to 47 of our 2025 Annual Report on Form 10-K contain a reconciliation of this non-GAAP financial measure to reported results under GAAP for 2025. (2)Free cash flow is defined as (i) net cash provided by operating activities ($2,904 million in 2025), minus (ii) capital expenditures ($621 million in 2025). Both net cash provided by operating activities and capital expenditures are GAAP financial measures and can be found in “Consolidated Statements of Cash Flows” on page 62 of our 2025 Annual Report on Form 10-K.

  101. 2025 AIP Components

    | Zoetis 2026 Proxy Statement | 55 |

  102. Company 2025 Performance

    | | 2025 Reported Results | Adjustments** | 2025 AIP Results | 2025 AIP Target | AIP Results as a Percent of Target | | | Revenue* | $9,467 | $(198) | $9,269 | $9,316 | | 99% | | Adjusted Diluted EPS | $6.41 | $(0.20) | $6.21 | $6.05 | | 103% | | Free Cash Flow* | $2,283 | $(90) | $2,193 | $2,079 | | 105% |

  103. 2025 Annual Incentive Plan: Threshold, Target, Maximum and Actual Performance Levels

    2025 Annual Incentive Plan: Threshold, Target, Maximum and Actual Performance Levels

  104. 2025 Annual Incentive Plan: Threshold, Target, Maximum and Actual Performance Levels

    | n | Threshold | n | Target | n | Maximum | n | Actual |

  105. 2025 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 2025. Payouts under the AIP program range from 0% to 200% of the target level depending on actual performance.

  106. 2025 Annual Incentive Plan: Threshold, Target, Maximum and Actual Performance Levels

    | 56 | Zoetis 2026 Proxy Statement |

  107. NEO AIP Decisions

    NEO AIP Decisions In February 2026, 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 2025. The NEOs’ 2025 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 2025 AIP awards for our NEOs reflecting the Human Resources Committee’s assessment of their performance in 2025 (and, in the case of our CEO, the Board’s assessment of her performance in 2025) are shown in the table below:

  108. NEO AIP Decisions

    | NEO | AIP Target Amount | AIP Award % of Target | AIP Award Paid | | Kristin C. Peck | $2,025,000 | 108% | $2,187,000 | | Wetteny Joseph | $800,000 | 104% | $832,000 | | Jamie Brannan | $648,000 | 104% | $673,920 | | Robert J. Polzer | $568,000 | 104% | $590,720 | | Roxanne Lagano | $560,000 | 108% | $604,800 |

  109. 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 63% of the target total compensation opportunity of the other NEOs. Our performance award units are earned over a three-year performance period, with performance assessed based on the following two equally weighted and independently measured metrics: (i)Relative TSR: TSR is the appreciation of share price, including dividends, during the performance period. Relative TSR measures Zoetis’ TSR results over the three-year performance period relative to the TSR results over the performance period of the companies comprising the S&P 500 Health Care Index at the start of the performance period, excluding companies that during the performance period are acquired or no longer publicly traded

  110. Long-Term Incentives

    | 60 | Zoetis 2026 Proxy Statement |

  111. Long-Term Incentives

    (ii)Operational Revenue Growth: Zoetis’ three-year average annual operational revenue growth. Operational revenue growth is a non-GAAP financial measure defined as revenue growth excluding the impact of foreign exchange. The HR Committee may also use its discretion in the event of certain acquisitions, divestitures or other unplanned or inorganic events that impact Zoetis financials to make such adjustments to performance award results as it deems appropriate and equitable to preserve the validity of the original intent and goals set by the Committee. Relative TSR and Operational Revenue Growth were selected because we believe they best align the interests of our NEOs with those of our shareholders over the performance period. Depending on the extent to which the Company achieves the pre-established Relative TSR and Operational Revenue Growth goals, which are determined after the end of the performance period, NEOs may earn from 0% to 200% of the target number of performance award units. Our RSUs and stock option awards 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 on the third anniversary of the date of grant, assuming continued employment through the vesting date and, subject to achievement of the Company’s Relative TSR and Operational Revenue Growth goals, 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.

  112. 2025 LTI Mix

    2025 LTI Mix Long-term incentive awards granted to the Company’s senior leaders (approximately 115 colleagues, including the NEOs) in 2025 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 “2025 Grants of Plan-Based Awards Table”). We believe the greater emphasis on achievement of the Relative TSR and Operational Revenue Growth goals 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.

  113. 2025 LTI Mix

    | In 2025, long-term incentive awards were delivered through a mix of 50% performance award units and 25% each of stock options and RSUs, to approximately 115 of our senior leaders, including the NEOs. The actual grant-date value of each LTI award was consistent with this mix (please see the “2025 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 and revenue growth of the Company over the three-year performance period) that was delivered in 2025 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. |

  114. Long-Term Incentive Award Mix

    Long-Term Incentive Award Mix

  115. Long-Term Incentive Award Mix

    | Zoetis 2026 Proxy Statement | 61 |

  116. Long-Term Incentive Award Mix

    The three forms of LTI awards granted to our senior leaders, including the NEOs, are described below:

  117. 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 achievement of the Company’s Relative TSR and Operational Revenue Growth goals over the performance period and ranges from 0% to 200% of the target number of units. Dividend equivalents are credited as additional performance award units and are paid out in shares of our stock at the same time the associated performance award units are paid. |

  118. Objectives

    Objectives •Align the interests of executives with those of shareholders over the performance vesting period. •Encourage our executives to focus on decisions that will lead to the achievement of long-term goals, including increasing total shareholder return and growing revenue. •Retain executive talent, as performance awards provide an opportunity for higher rewards when the Company’s performance goals exceed target. •Encourage stock ownership by settling awards in shares based on the Company’s Relative TSR and Operational Revenue Growth performance. The performance award unit vesting schedules are as follows:

  119. Objectives

    | If Relative TSR achieved for the 2025-2027 performance period is: | The number of shares of stock earned is *: | | Below the 25th percentile of the S&P 500 Health Care Index | Zero | | At the 25th percentile of the S&P 500 Health Care Index | 50% of the target number of units | | At the 50th percentile of the S&P 500 Health Care Index | 100% of the target number of units | | At or above the 75th percentile of the S&P 500 Health Care Index | 200% of the target number of units |

  120. Objectives

    | If Operational Revenue Growth achieved for the 2025-2027 performance period is: | The number of shares of stock earned is *: | | Below Threshold | Zero | | At Threshold | 50% of the target number of units | | At Target | 100% of the target number of units | | At Maximum | 200% of the target number of units |

  121. 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). |

  122. 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). Our stock 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).

  123. 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 and are paid out in shares of our stock at the same time the associated RSUs are paid out. |

  124. 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 2025. 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; the performance award unit value is divided by the Monte Carlo simulation value as of the grant date (for Relative TSR units) and the average grant date closing price of Zoetis common stock (for Operational Revenue Growth units). In each case, the number of underlying shares is rounded down to the nearest whole number.

  125. NEO LTI Decisions

    | Zoetis 2026 Proxy Statement | 63 |

  126. 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 | $13,625,000 | $3,406,250 | $3,406,250 | $6,812,500 | 84,711 | 21,745 | 39,790 | | Wetteny Joseph | $3,800,000 | $950,000 | $950,000 | $1,900,000 | 23,625 | 6,064 | 11,096 | | Jamie Brannan | $2,232,000 | $558,000 | $558,000 | $1,116,000 | 13,877 | 3,562 | 6,518 | | Robert J. Polzer | $2,222,000 | $555,500 | $555,500 | $1,111,000 | 13,814 | 3,546 | 6,488 | | Roxanne Lagano | $1,390,000 | $347,500 | $347,500 | $695,000 | 8,642 | 2,218 | 4,058 |

  127. LTI Award Payouts

    LTI Award Payouts In February 2026, the Human Resources Committee determined final shares earned for the 2023-2025 performance award unit cycle. Our Relative TSR was at the 19th percentile of the 484 companies remaining in the group of companies comprising the S&P 500 stock market index on January 1, 2023 (the beginning of the performance period). In accordance with the vesting matrix established at the beginning of the performance period, 0% of the 2023-2025 performance award units vested.

  128. LTI Award Payouts

    | | Performance Targets | | | | Achievement | | | Performance Period | Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Results | Results as % of Target | | January 1, 2023 to December 31, 2025 | Relative TSR | 25th Percentile | 50th Percentile | 75th Percentile | 19th Percentile | 0% |

  129. 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 2025, we contributed 4.5% 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 ($350,000 for 2025). 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 receives retirement benefits through a tax-qualified defined contribution plan, which is available to all full or part-time employees in the United Kingdom (“U.K.”) 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.

  130. Severance

    Severance The 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”(3) that is not in connection with a “Change of Control”(3), 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”(3) that occurs upon or within 24 months following a Change of Control. In 2025, following a market benchmarking review, the Human Resources Committee recommended, and the Board approved, changes to the severance benefits provided in the Executive Severance Plan, to align with typical peer practices. Upon a qualifying termination absent a “change of control,” the material changes to the Plan include increases to the number of months of base salary severance, the multiple applied to the participant’s target bonus to determine the amount of target bonus severance and the number of months of Company-paid health and life insurance benefits provided to the participant. Upon a qualifying termination that occurs on or within 24 months of a “change of control,” the material changes to the Plan include increases to the number of months of Company-paid health and life insurance coverage provided to the participant and the addition of a pro-rata target annual bonus for the year of termination. The Plan also provides for a new “better-net” cutback that provides that any payments and benefits under the Plan will be reduced to the extent that they would be subject to an excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, unless the executive officer would be better off on an after-tax basis receiving all such payments and benefits and paying his or her own excise tax. The amounts payable under the plan are shown below:

  131. Severance

    | | Base Salary (cash severance) | Continued Health and Life Insurance (with executive paying active colleague cost) | Annual Target Bonus (cash severance) | Annual Target Bonus Paid in Year of Termination | | Non-Change of Control Severance: | | | | | | CEO | 24 months | 24 months | 2x | N/A | | Other Participants | 18 months | 18 months | 1.5x | N/A | | Change of Control Severance: | | | | | | CEO | 30 months | 24 months | 2.5x | Pro-rated | | Other Participants | 24 months | 24 months | 2x | Pro-rated |

  132. Severance

    The base salary cash severance payments are made as salary continuation in the case of a severance not in connection with a Change of Control, and in a single lump sum payment in the case of severance in connection with a Change of Control. The annual target bonus payments made as part of cash severance and the pro-rated annual target bonus paid upon a Change in Control are each made in a single lump sum cash payment. 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. (3)“Cause”, “Change of Control” and “Good Reason” are as defined in the Executive Severance Plan.

  133. Severance

    | Zoetis 2026 Proxy Statement | 65 |

  134. 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 schedule equity award grants in anticipation of the release of material nonpublic information, nor does it time the release of material nonpublic information based on equity grant dates. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, 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.

  135. Equity Award Grant Practices

    | Zoetis 2026 Proxy Statement | 67 |

  136. Compensation Risk Assessment

    Compensation Risk Assessment In 2025, the Human Resources Committee considered whether the Company’s compensation policies and practices for its colleagues, including the NEOs, create risks that are reasonably likely to have a material adverse effect on the Company. 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 2025, 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.

  137. Summary Compensation Table

    Summary Compensation Table

  138. 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 | 2025 | 1,350,000 | | 10,218,583 | 3,406,229 | 2,187,000 | 1,884,697 | 19,046,509 | | | 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 | | Wetteny Joseph Executive Vice President (“EVP”) and Chief Financial Officer | 2025 | 800,000 | | 2,849,611 | 949,961 | 832,000 | 164,941 | 5,596,513 | | | 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 | | Jamie Brannan(5) EVP and Chief Commercial Officer | 2025 | 720,000 | | 1,673,899 | 557,994 | 673,920 | 348,528 | 3,974,341 | | | 2024 | 659,423 | | 910,910 | 303,705 | 752,123 | 398,450 | 3,024,611 | | Robert J. Polzer Former EVP and President of Research and Development | 2025 | 710,000 | | 1,666,255 | 555,461 | 590,720 | 144,721 | 3,667,157 | | | 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 EVP, General Counsel and Corporate Secretary | 2025 | 700,000 | | 1,042,198 | 347,495 | 604,800 | 130,787 | 2,825,280 | | | 2024 | 620,833 | | 937,202 | 312,477 | 627,375 | 117,268 | 2,615,155 |

  139. 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 2025, 2024, and 2023, 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’ 2025 Annual Report on Form 10-K, filed with the SEC on February 12, 2026 (the “2025 10-K”). Further information regarding the 2025 awards is included in the 2025 Grants of Plan-Based Awards Table and the Outstanding Equity Awards at 2025 Fiscal Year-End Table. With respect to the performance award units granted by Zoetis in 2025, 2024, and 2023, 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 the performance award units granted in 2025.

  140. Summary Compensation Table

    | | Performance Award Units Granted in 2025 | | | Name | Grant Date Target Payout ($) | Maximum Value at Grant Date ($) | | Kristin C. Peck | 6,812,446 | 13,624,892 | | Wetteny Joseph | 1,899,746 | 3,799,492 | | Jamie Brannan | 1,115,947 | 2,231,894 | | Robert J. Polzer | 1,110,810 | 2,221,620 | | Roxanne Lagano | 694,770 | 1,389,540 |

  141. 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 2025, 2024, and 2023, 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 2025 10-K. Further information regarding the 2025 awards is included in the 2025 Grants of Plan-Based Awards Table and the Outstanding Equity Awards at 2025 Fiscal Year-End 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 2025, 2024, and 2023.

  142. Summary Compensation Table

    | 70 | Zoetis 2026 Proxy Statement |

  143. Summary Compensation Table

    (4)The following table sets forth the component amounts presented in the "All Other Compensation" column above for the year ended December 31, 2025:

  144. Summary Compensation Table

    | Name | Company Contributions to Defined Contribution Plans(i) ($) | Company Contributions Under the Zoetis Supplemental Savings Plan(ii) ($) | International Assignment(iii) ($) | Other(iv) ($) | Total ($) | | Kristin C. Peck | 33,250 | 354,131 | — | 1,497,316 | 1,884,697 | | Wetteny Joseph | 7,577 | 153,044 | — | 4,320 | 164,941 | | Jamie Brannan | 53,684 | — | 294,562 | 282 | 348,528 | | Robert J. Polzer | 33,250 | 104,205 | — | 7,266 | 144,721 | | Roxanne Lagano | 25,250 | 97,131 | — | 8,406 | 130,787 |

  145. Summary Compensation Table

    (i)The amounts shown in this column for the U.S.-paid NEOs (Ms. Peck, Mr. Joseph, Dr. Polzer, and Ms. Lagano) 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 a tax-qualified defined contribution plan, which is available to all full or part-time Zoetis employees in the United Kingdom (“U.K.”) 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 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 2025 Non-Qualified Deferred Compensation Table. (iii)Mr. Brannan is employed by Zoetis United Kingdom Limited and in connection with his role of EVP and Chief Commercial Officer, was on assignment in Ireland during 2025. 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 2025, these benefits included $47,967 for housing, $227,559 for taxes paid by the Company and $19,036 for use of a Company car related to his assignment. (iv)The amounts shown in this column include imputed income related to Zoetis' group term life insurance coverage in excess of $50,000. The amount shown for Ms. Peck also includes $110 of matching contributions made by the Zoetis Foundation under the Zoetis Matching Gifts Program as well as $1,491,571 of costs incurred by the Company for the use of Company-provided personal security protection, a car and driver, a home security system, and the exclusive use of private aircraft for much of her travel, including personal travel as required by our Board of Directors based on an independent third-party security study (see the “Perquisites” section of the CD&A for additional information). The incremental costs incurred by the Company for these items have been determined to be necessary to promote Ms. Peck’s personal safety and security. For Dr. Polzer, the amount shown also includes $1,000 of matching contributions made by the Zoetis Foundation under the Zoetis Matching Gifts Program. (5)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 amounts 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 USD per 0.756 GBP.

  146. Summary Compensation Table

    | Zoetis 2026 Proxy Statement | 71 |

  147. 2025 Grants of Plan-Based Awards Table

    2025 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, 2025. All stock options, RSUs and performance award units granted to our NEOs in 2025 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.

  148. 2025 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 | | 1,012,500 | 2,025,000 | 4,050,000 | | | | | | | | | | Stock Options(5) | 2/19/2025 | | | | | | | | 84,711 | 156.64 | 3,406,229 | | | Restricted Stock Units(5) | 2/19/2025 | | | | | | | 21,745 | | | 3,406,137 | | | Performance Award Units(6) | 2/19/2025 | | | | 19,895 | 39,790 | 79,580 | | | | 6,812,446 | | Wetteny Joseph | Annual Incentive | | 400,000 | 800,000 | 1,600,000 | | | | | | | | | | Stock Options(5) | 2/19/2025 | | | | | | | | 23,625 | 156.64 | 949,961 | | | Restricted Stock Units(5) | 2/19/2025 | | | | | | | 6,064 | | | 949,865 | | | Performance Award Units(6) | 2/19/2025 | | | | 5,548 | 11,096 | 22,192 | | | | 1,899,746 | | Jamie Brannan | Annual Incentive | | 324,000 | 648,000 | 1,296,000 | | | | | | | | | | Stock Options(5) | 2/19/2025 | | | | | | | | 13,877 | 156.64 | 557,994 | | | Restricted Stock Units(5) | 2/19/2025 | | | | | | | 3,562 | | | 557,952 | | | Performance Award Units(6) | 2/19/2025 | | | | 3,259 | 6,518 | 13,036 | | | | 1,115,947 | | Robert J. Polzer | Annual Incentive | | 284,000 | 568,000 | 1,136,000 | | | | | | | | | | Stock Options(5) | 2/19/2025 | | | | | | | | 13,814 | 156.64 | 555,461 | | | Restricted Stock Units(5) | 2/19/2025 | | | | | | | 3,546 | | | 555,445 | | | Performance Award Units(6) | 2/19/2025 | | | | 3,244 | 6,488 | 12,976 | | | | 1,110,810 | | Roxanne Lagano | Annual Incentive | | 280,000 | 560,000 | 1,120,000 | | | | | | | | | | Stock Options(5) | 2/19/2025 | | | | | | | | 8,642 | 156.64 | 347,495 | | | Restricted Stock Units(5) | 2/19/2025 | | | | | | | 2,218 | | | 347,428 | | | Performance Award Units(6) | 2/19/2025 | | | | 2,029 | 4,058 | 8,116 | | | | 694,770 |

  149. 2025 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 2025. The payment for below threshold is 0%. Additional information on the AIP is included in the "Company 2025 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 three-year performance period from January 1, 2025 to December 31, 2027. The performance award units are based on two equally weighted and independently measured performance metrics: (i) Zoetis’ Total Shareholder Return (“TSR”) relative to the TSR of companies in the S&P 500 Health Care Index over the three-year performance period (“Relative TSR”) and (ii) three-year average annual operational revenue growth (“Operational Revenue Growth”). For the Relative TSR metric, the payout is 0% of the granted units if performance is below the 25th percentile (threshold), 50% of the granted units if performance is at the threshold, 100% of the granted units if performance is at the 50th percentile (target), and 200% of the granted units if performance is at or above the 75th percentile (maximum). For the Operational Revenue Growth metric, the payout is 0% of the granted units if performance is below threshold, 50% of the granted units at threshold performance, 100% of the granted units at target performance, and 200% of the granted units at or above maximum performance. For both metrics, linear interpolation will apply to results between the threshold, target, and maximum achievements. Dividend equivalent units accrue 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 2025 10-K. For awards granted on February 19, 2025, the stock options are shown using a Black-Scholes-Merton value of $40.21 on the grant date; the RSUs are shown using the Company's grant date closing stock price of $156.64; the performance award units granted are shown using a weighted-average grant date value of $171.21, which uses a Monte Carlo simulation model value of $185.78 applicable to the Relative TSR awards, and the Company’s grant date closing price of $156.64, applicable to the Operational Revenue Growth awards. 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 the number of options or units, using the grant date per share values.

  150. 2025 Grants of Plan-Based Awards Table

    | 72 | Zoetis 2026 Proxy Statement |

  151. 2025 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 two equally weighted and independently measured performance metrics, Relative TSR and Operational Revenue Growth, measured over the three-year performance period beginning January 1, 2025 and ending December 31, 2027. 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 each performance goal is achieved, as determined by the Human Resources Committee after the end of the performance period.

  152. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 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, 2025.

  153. Outstanding Equity Awards at 2025 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 | 2/19/2016 | 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 | 54,751 | | 201.30 | 2/8/2032 | | | - | - | | | 2/8/2023(4) | 44,765 | 22,383 | 162.07 | 2/8/2033 | 6,198(5) | 779,832 | - | - | | | 2/6/2024(4) | 20,834 | 41,666 | 196.14 | 2/6/2034 | 11,064 | 1,392,072 | 24,227 | 3,048,241 | | | 2/19/2025(4) | - | 84,711 | 156.64 | 2/19/2035 | 21,968 | 2,764,014 | 40,198 | 5,057,712 | | Wetteny Joseph | 2/8/2022 | 11,243 | - | 201.30 | 2/8/2032 | - | - | - | - | | | 2/8/2023(4) | 10,139 | 5,069 | 162.07 | 2/8/2033 | 1,403(5) | 176,525 | - | - | | | 2/6/2024(4) | 5,209 | 10,416 | 196.14 | 2/6/2034 | 2,765 | 347,892 | 6,057 | 762,092 | | | 2/19/2025(4) | | 23,625 | 156.64 | 2/19/2035 | 6,126 | 770,773 | 11,210 | 1,410,442 | | 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 | 1,111 | - | 201.30 | 2/8/2032 | | | - | - | | | 2/8/2023(4) | 2,735 | 1,368 | 162.07 | 2/8/2033 | 379(5) | 47,686 | - | - | | | 2/6/2024(4) | 1,985 | 3,970 | 196.14 | 2/6/2034 | 1,054 | 132,614 | 2,308 | 290,393 | | | 2/19/2025(4) | - | 13,877 | 156.64 | 2/19/2035 | 3,599 | 452,826 | 6,584 | 828,399 | | Robert J. Polzer | 2/10/2021 | - | - | 160.62 | 2/9/2031 | - | | - | - | | | 2/8/2022 | 5,455 | - | 201.30 | 2/8/2032 | - | - | - | - | | | 2/8/2023(4) | 2,420 | 2,420 | 162.07 | 2/8/2033 | 670(5) | 84,299 | - | - | | | 2/6/2024(4) | 2,369 | 4,738 | 196.14 | 2/6/2034 | 1,258 | 158,282 | 2,755 | 346,634 | | | 2/19/2025(4) | | 13,814 | 156.64 | 2/19/2035 | 3,582 | 450,687 | 6,554 | 824,624 | | 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 | 5,377 | - | 201.30 | 2/8/2032 | - | - | - | | | | 2/8/2023(4) | 4,361 | 2,181 | 162.07 | 2/8/2033 | 603(5) | 75,869 | - | - | | | 2/6/2024(4) | 2,043 | 4,084 | 196.14 | 2/6/2034 | 1,085 | 136,515 | 2,374 | 298,697 | | | 2/19/2025(4) | | 8,642 | 156.64 | 2/19/2035 | 2,241 | 281,963 | 4,100 | 515,862 |

  154. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)These amounts are rounded to the nearest whole unit and include accrued dividend equivalent units applied after the grant date. (2)Based on Zoetis' closing stock price on December 31, 2025, of $125.82. (3)These performance award units are subject to three-year cliff vesting (100% vests on the third anniversary of the grant date) and are earned subject to achievement of two equally weighted and independently measured performance metrics, Relative TSR and Operational Revenue Growth, over the three-year performance period beginning January 1st of the year of grant, and ending on

  155. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Zoetis 2026 Proxy Statement | 73 |

  156. Outstanding Equity Awards at 2025 Fiscal Year-End

    December 31st of the third year of 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 (including accrued dividend equivalent units) and depends upon the extent to which each performance goal is achieved, as determined by the Human Resources Committee after the end of the performance period. (4)These Zoetis stock options and RSUs are subject to a three-year graded vesting schedule and vest one-third each year on the anniversary of the grant date. These performance award units are subject to a three-year cliff vesting schedule and vest 100% on the third anniversary of the grant date, and are earned based on achievement of two pre-established performance metrics (Relative TSR and Operational Revenue Growth) measured over a three-year performance period. (5)These amounts are the aggregate of Zoetis RSUs that remained unvested as of December 31, 2025, plus, the performance award units for which the performance period ended on December 31, 2025 and the level of performance has been determined to be 0% of the target amount (i.e., for which there was no payout). The table below shows these amounts for each NEO as of December 31, 2025.

  157. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | RSU Awards | Earned Performance Award Units | Total Number of Units that Have Not Vested | | Kristin C. Peck | 6,198 | 0 | 6,198 | | Wetteny Joseph | 1,403 | 0 | 1,403 | | Jamie Brannan | 379 | 0 | 379 | | Robert J. Polzer | 670 | 0 | 670 | | Roxanne Lagano | 603 | 0 | 603 |

  158. 2025 Option Exercises and Stock Vested

    2025 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 2025. The performance award units were earned at 0% of the established target amount and did not pay out in 2025.

  159. 2025 Option Exercises and Stock Vested

    | | Option Awards | | RSU Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Kristin C. Peck | 382 | 42,246 | 25,908 | 4,456,136 | | Wetteny Joseph | — | — | 5,693 | 979,631 | | Jamie Brannan | — | — | 1,184 | 204,375 | | Robert J. Polzer | — | — | 2,708 | 465,906 | | Roxanne Lagano | — | — | 2,537 | 436,359 |

  160. 2025 Option Exercises and Stock Vested

    (1)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. (2) For Ms. Peck, amount represents 5,475 shares from RSUs granted on February 6, 2024 for which the first tranche vested on February 6, 2025, 6,135 shares from RSUs granted on February 8, 2023 for which the second tranche vested on February 8, 2025 and 14,298 shares from RSUs granted on February 8, 2022 that fully vested on February 8, 2025; for Mr. Joseph, amount represents 1,368 shares from RSUs granted on February 6, 2024 for which the first tranche vested on February 6, 2025, 1,389 shares from RSUs granted on February 8, 2023 for which the second tranche vested on February 8, 2025 and 2,936 shares from RSUs granted on February 8, 2022 that fully vested on February 8, 2025; for Mr. Brannan, amount represents 521 shares from RSUs granted on February 6, 2024 for which the first tranche vested on February 6, 2025, 374 shares from RSUs granted on February 8, 2023 for which the second tranche vested on February 8, 2025 and 289 shares from RSUs granted on February 8, 2022 that fully vested on February 8, 2025; for Dr. Polzer, amount represents 622 shares from RSUs granted on February 6, 2024 for which the first tranche vested on February 6, 2025, 663 shares from RSUs granted on February 8, 2023 for which the second tranche vested on February 8, 2025 and 1,423 shares from RSUs granted on February 8, 2022 that fully vested on February 8, 2025; for Ms. Lagano, amount represents 536 shares from RSUs granted on February 6, 2024 for which the first tranche vested on February 6, 2025, 597 shares from RSUs granted on February 8, 2023 for which the second tranche vested on February 8, 2025 and 1,404 shares from RSUs granted on February 8, 2022 that fully vested on February 8, 2025. (3)The value realized upon vesting is based on the closing price of our common stock on the vesting dates of: $174.12 on February 6, 2025 and $171.43 on February 8, 2025 (using the closing price of common stock on February 7, 2025, which was the last business day preceding February 8, 2025).

  161. 2025 Option Exercises and Stock Vested

    | 74 | Zoetis 2026 Proxy Statement |

  162. 2025 Non-Qualified Deferred Compensation Table

    2025 Non-Qualified Deferred Compensation Table The following table summarizes activity during 2025 and account balances as of December 31, 2025, 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 (Ms. Peck and Ms. Lagano) include prior non-qualified Supplemental Savings Plan balances held when they served as employees of Pfizer and transferred to the ZSSP.

  163. 2025 Non-Qualified Deferred Compensation Table

    | Name | Plan | Aggregate Balance at January 1, 2025(1) ($) | Executive Contributions in 2025(2) ($) | Company Contributions in 2025(3) ($) | Aggregate Earnings in 2025(4) ($) | Aggregate Balance as of December 31, 2025(5) ($) | | Kristin C. Peck | Zoetis Supplemental Savings Plan | 5,490,878 | 186,385 | 354,131 | (178,568) | 5,852,826 | | Wetteny Joseph | Zoetis Supplemental Savings Plan | 1,932,421 | 330,529 | 153,044 | 206,699 | 2,622,693 | | Jamie Brannan (6) | Zoetis Supplemental Savings Plan | — | — | — | — | — | | Robert J. Polzer | Zoetis Supplemental Savings Plan | 676,921 | 54,845 | 104,205 | (92,059) | 743,912 | | Roxanne Lagano | Zoetis Supplemental Savings Plan | 3,466,714 | 119,045 | 97,131 | (23,939) | 3,658,951 |

  164. 2025 Non-Qualified Deferred Compensation Table

    (1)Amounts in this column that were reported in the Summary Compensation Table for the years 2023 and 2024 (combined) are as follows: Ms. Peck: $764,334, Mr. Joseph: $657,552, Dr. Polzer: $237,337, and Ms. Lagano: $180,254. (2)Executive contributions to the ZSSP shown in this column are included in the Summary Compensation Table for the year 2025. (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 2025. (6)Mr. Brannan is employed by Zoetis U.K. Limited and does not participate in the ZSSP as it is only available to U.S. colleagues.

  165. Potential Payments Upon Employment Termination Table

    Potential Payments Upon Employment Termination Table The NEOs are eligible to receive benefits under the Executive Severance Plan, as amended in July 2025, as described in the CD&A, which provides for payment of severance benefits in the event of an involuntary termination of employment (other than for “Cause” (as defined in the ESP)) 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” (as defined in the ESP) that is in connection with, or within 24 months after, a CIC. The amounts payable under the ESP are summarized in the CD&A under Severance. 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 ESP and the Equity Plan under various termination scenarios, assuming the applicable termination occurred on December 31, 2025. Payment of severance benefits is contingent upon the execution and non-revocation of a release agreement. Further, the ESP 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.

  166. Potential Payments Upon Employment Termination Table

    | Zoetis 2026 Proxy Statement | 75 |

  167. 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 Amount | 6,750,000(1) | 6,750,000(1) | 10,462,500(6) | | | | | Benefits Continuation | 58,159(2) | 58,159(2) | 58,159(7) | | | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(3) | | | | | Equity Acceleration | —(4) | 8,571,375(5) | 16,225,185(8) | 16,225,185(9) | | | | Total | 6,826,534 | 15,397,909 | 26,764,219 | 16,225,185 | | | Wetteny Joseph | Severance Amount | 2,400,000(1) | 2,400,000(1) | 4,000,000(6) | | | | | Benefits Continuation | 44,311(2) | 44,311(2) | 59,081(7) | | | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(3) | | | | | Equity Acceleration | —(4) | 2,119,086(5) | 4,188,687(8) | 4,188,687(9) | | | | Total | 2,462,686 | 4,581,772 | 8,266,143 | 4,188,687 | | | Jamie Brannan | Severance Amount | 2,052,000(1) | 2,052,000(1) | 3,384,000(6) | | | | | Benefits Continuation | 13,538(2) | 13,538(2) | 18,051(7) | | | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(3) | | | | | Equity Acceleration | —(4) | 842,062(5) | 1,946,377(8) | 1,946,377(9) | | | | Total | 2,083,913 | 2,925,975 | 5,366,803 | 1,946,377 | | | Robert J. Polzer(11) | Severance Amount | 1,917,000(1) | 1,917,000(1) | 3,124,000(6) | | | | | Benefits Continuation | 29,715(2) | 29,715(2) | 39,620(7) | | | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(3) | | | | | Equity Acceleration | 697,602(4) | 1,064,512(5) | 2,208,694(8) | 2,208,694(9) | 697,602(10) | | | Total | 2,662,692 | 3,029,602 | 5,390,689 | 2,208,694 | 697,602 | | Roxanne Lagano | Severance Amount | 1,890,000(1) | 1,890,000(1) | 3,080,000(6) | | | | | Benefits Continuation | 41,970(2) | 41,970(2) | 55,961(7) | | | | | Outplacement Services | 18,375(3) | 18,375(3) | 18,375(3) | | | | | Equity Acceleration | 617,252(4) | 846,745(5) | 1,618,988(8) | 1,618,988(9) | 617,252(10) | | | Total | 2,567,597 | 2,797,090 | 4,773,324 | 1,618,988 | 617,252 |

  168. Potential Payments Upon Employment Termination Table

    (1)These amounts represent severance payable under the ESP, equal to 24 months of base salary and target annual incentive for the year of termination for the CEO and equal to 18 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 (unrelated to a CIC). (2)These amounts represent the cost of 24 months (for the CEO) and 18 months (for other NEOs) 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, assumed for a 12-month period. (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 $125.82 on December 31, 2025. 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, 2025). (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 $125.82 on December 31, 2025. 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, 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 2025) will immediately pro-rata vest and will have a three-month term to exercise.

  169. Potential Payments Upon Employment Termination Table

    | 76 | Zoetis 2026 Proxy Statement |

  170. Potential Payments Upon Employment Termination Table

    (6)These amounts represent severance payable under the ESP, 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 bonus for the year of termination for the other NEOs, as well as a pro-rata annual incentive applicable to the year of termination, 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. In the event the payments would be subject to the “parachute payment” excise tax under IRC Section 280G, the Executive Severance Plan provides that the NEO will either receive all such payments and benefits and pay the excise tax, or such payments and benefits will be reduced to the extent necessary so that the excise tax does not apply, whichever approach results in a higher net after-tax amount of the payments and benefits being retained by the NEO. Given the uncertainty of these calculations, this table does not reflect the impact of the better net after-tax calculation. (7)These amounts represent the cost of 24 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 $125.82 on December 31, 2025. 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 (with performance award units vesting 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 $125.82 on December 31, 2025. 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 $125.82 on December 31, 2025 (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. (11)As described in the “Executive Transition” section of this proxy statement, Dr. Polzer served as EVP and President of Research and Development until December 31, 2025. In accordance with the terms of the Letter Agreement filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarterly period ended September 30, 2025, Dr. Polzer will not be entitled to any severance payments or benefits under the ESP due to his retirement. Subject to Dr. Polzer’s continued employment with the Company through February 28, 2026, he will be eligible for the special retirement treatment contemplated under the existing terms and conditions of his outstanding equity awards, as described in footnote 10 above.

  171. 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 2025. Accordingly, our median employee identified for our pay ratio disclosure in 2024 (which was an alternate for the median employee identified in 2023 who subsequently terminated employment) remains unchanged and was used to calculate our CEO pay ratio for 2025, as permitted by the SEC Regulation. To identify our median employee 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 as of October 12, 2023 was at or near that value. For 2025, our median employee’s annual total compensation (determined in a manner consistent with that of Ms. Peck in the Summary Compensation Table) was $80,592. Ms. Peck’s total annual compensation for the year ended December 31, 2025, as disclosed in the Summary Compensation Table, was $19,046,509. Therefore, the ratio of Ms. Peck’s pay to our median employee’s pay was 236 to 1.

  172. CEO Pay Ratio

    | Zoetis 2026 Proxy Statement | 77 |

  173. 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 2021 to 2025.

  174. Pay Versus Performance Table

    Pay Versus Performance Table

  175. Pay Versus Performance 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 ($) | S&P 500 Pharmaceuticals Index TSR ($) | | | | 2025 | 19,046,509 | 2,772,228 | 4,015,823 | 1,524,245 | 79.52 | 188.27 | 2,673 | 9,467 | | 2024 | 17,206,760 | 759,623 | 3,351,274 | 1,095,197 | 101.62 | 148.06 | 2,486 | 9,256 | | 2023 | 15,237,853 | 26,369,229 | 2,994,932 | 4,592,358 | 121.90 | 136.84 | 2,344 | 8,544 | | 2022 | 14,003,540 | (15,709,790) | 2,931,816 | (3,076,052) | 89.69 | 136.38 | 2,114 | 8,080 | | 2021 | 13,098,491 | 33,519,679 | 4,455,516 | 10,261,897 | 148.26 | 125.75 | 2,037 | 7,776 |

  176. Pay Versus Performance 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 2025, Wetteny Joseph, Robert J. Polzer, Jamie Brannan and Roxanne Lagano; 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; and for 2021, Wetteny Joseph, Glenn C. David, Catherine A. Knupp, Roman Trawicki and Heidi C. Chen (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:

  177. Pay Versus Performance Table

    | | | Deductions from SCT Total(a) | | | | | Year | SCT Total ($) | Stock Awards ($) | Options Awards ($) | Additions to SCT Total(b) ($) | Compensation Actually Paid ($) | | 2025 | 19,046,509 | (10,218,583) | (3,406,229) | (2,649,469) | 2,772,228 | | 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 |

  178. Pay Versus Performance Table

    Average Other NEOs SCT Total to CAP Reconciliation:

  179. Pay Versus Performance Table

    | | | Deductions from SCT Total(a) | | | | | Year | SCT Total ($) | Stock Awards ($) | Options Awards ($) | Additions to SCT Total(b) ($) | Compensation Actually Paid ($) | | 2025 | 4,015,823 | (1,807,991) | (602,728) | (80,859) | 1,524,245 | | 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 |

  180. Pay Versus Performance 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. (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:

  181. Pay Versus Performance Table

    | 78 | Zoetis 2026 Proxy Statement |

  182. Pay Versus Performance Table

    CEO Equity Component of CAP:

  183. Pay Versus Performance 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 ($) | Equity Value Included in CAP ($) | | 2025 | Stock Options | 1,885,667 | (2,098,846) | (1,165,649) | (1,378,828) | | | Restricted Stock Units | 2,764,067 | (1,672,795) | 128,472 | 1,219,744 | | | Performance Award Units | 4,152,539 | (6,642,924) | — | (2,490,385) | | | Total | 8,802,273 | (10,414,565) | (1,037,177) | (2,649,469) | | 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 |

  184. Pay Versus Performance Table

    Average Other NEOs Equity Component of CAP:

  185. Pay Versus Performance 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 ($) | Equity Value Included in CAP ($) | | 2025 | Stock Options | 333,666 | (264,533) | (123,407) | (54,274) | | | Restricted Stock Units | 442,928 | (232,129) | (112,232) | 98,567 | | | Performance Award Units | 734,704 | (859,856) | — | (125,152) | | | Total | 1,511,298 | (1,356,518) | (235,639) | (80,859) | | 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 |

  186. Pay Versus Performance Table

    | Zoetis 2026 Proxy Statement | 79 |

  187. 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 2021. As the graph shows, the CAP to the CEO and Other NEOs is directionally aligned with the Company’s TSR.