Zoetis Inc DEF 14A, filed Apr 9, 2025

Zoetis Inc. (ZTS)

DEF 14A 2025-04-09 For: 2025-05-21

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Added on June 12, 2026

About this DEF 14A

Zoetis Inc filed this DEF 14A on April 9, 2025.

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1	2	3	4	5
Election of twelve directors until the 2026 Annual Meeting of Shareholders for a one year term	Advisory vote to approve our executive compensation	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2025	Shareholder proposal regarding a special shareholder meeting improvement	Such other business as may properly come before the Annual Meeting of Shareholders


Zoetis at a Glance			1

2024 Business Highlights			2

Sustainability Highlights			3

Proxy Summary			4

2025 Annual Meeting			4
Voting Roadmap			4

Corporate Governance at Zoetis			6


Item 1 — Election of Directors			6


Our Director Nominees			7
Majority Voting Standard for Director Elections			8
Director Nominee Skills, Experience and Attributes			8
Director Nominee Biographies			11
Key Governance Features			23
Board Composition			24
Board Structure and Operations			26
Board Responsibilities and Processes			30
Shareholder Engagement			34
Other Governance Policies and Practices			35
Compensation of Directors			36

Executive Compensation			40


Item 2 — Advisory Vote to Approve Our Executive Compensation (“Say on Pay”)			40


Compensation Discussion and Analysis			40
Report of the Human Resources Committee			68
Executive Compensation Tables			69
CEO Pay Ratio			77
Pay Versus Performance			78
Equity Compensation Plans			82

Audit Committee Matters			83


Item 3 — Ratification of Appointment of KPMG as Our Independent Registered Public Accounting Firm for 2025			83


KPMG Fees and Services			84


Policy on Pre-Approval of Audit Firm Services			85
Report of the Audit Committee			86

Shareholder Proposal			87


Item 4 — Shareholder Proposal Regarding a Special Shareholder Meeting Improvement			87


Board Recommendation			88

Ownership of Our Common Stock			91

Stock Ownership Tables			91

Transactions with Related Persons			93

Policy Concerning Related Person Transactions			93
Related Person Transactions			93

Information About the Annual Meeting and Voting			94

Virtual Annual Meeting Information			94
How Do I View the Proxy Materials Online?			95
How Can I Vote by Proxy?			95
Can I Revoke My Proxy?			96
Who Can Vote at the Meeting?			96
What is a Quorum and What is the Required Vote?			96
What is the Effect of Not Casting Your Vote?			97
Who is Soliciting My Proxy and Who Bears the Cost of the Solicitation?			98
Multiple Shareholders Sharing the Same Address?			98
Where Can I Find the Voting Results?			98
How Can I Submit Questions for the Annual Meeting?			98

Information About Submitting Shareholder Proposals and Our 2026 Annual Meeting			99

Other Legal Matters			101

Cautionary Note Regarding Forward-Looking Statements			101



Time and Date			Wednesday, May 21, 2025, at 8:00 a.m. EDT


Place			Online virtual meeting at: www.virtualshareholdermeeting.com/ZTS2025


Record Date			Close of business on March 28, 2025


Voting			Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the Annual Meeting.


Admission			Shareholders on the record date will be able to attend the Annual Meeting webcast, vote their shares electronically and submit questions online during the meeting by logging in to the website listed above using their 16-digit control number. Shareholders and guests who do not provide a 16-digit control number will still be able to attend the Annual Meeting in a listen-only mode, but will be unable to vote or ask questions.



			ITEM 1


			Election of Twelve Directors The Zoetis Board of Directors (the “Board”) has concluded it is in the best interests of Zoetis and its shareholders for each of Paul M. Bisaro, Vanessa Broadhurst, Frank A. D’Amelio, Gavin D.K. Hattersley, Sanjay Khosla, Antoinette R. Leatherberry, Michael B. McCallister, Gregory Norden, Louise M. Parent, Kristin C. Peck and Willie M. Reed to continue serving as a Zoetis director and for Mark Stetter to begin serving as a Zoetis director, because each nominee possesses skills, experience, and background, as reflected in their biographies set forth on pages 11 to 22, that enhance the quality of the Board.						Our Board recommends that you vote FOR each director nominee. See page 6


			ITEM 2


			Advisory vote to approve our executive compensation (“Say on Pay”) The Board believes that our executive compensation program is designed to attract, incentivize and reward our leadership for increasing shareholder value and align the interests of leadership with those of our shareholders on an annual and long-term basis.						Our Board recommends that you vote FOR this proposal. See page 40



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2025:
Zoetis Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024 are available online at www.proxyvote.com. We are furnishing proxy materials to our shareholders primarily via “Notice and Access” delivery. On or about April 9, 2025, we mailed to our shareholders a notice of internet availability of proxy materials. This notice contains instructions on how to access our Proxy Statement and 2024 Annual Report and vote online.



As used in this proxy statement, the terms “we”, “us”, “our”, the “Company” or “Zoetis” refer to Zoetis Inc.



			ITEM 3


			Ratification of appointment of KPMG LLP as our independent registered public accounting firm for 2025 The Audit Committee and Board believe that the continued retention of KPMG as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.						Our Board recommends that you vote FOR this proposal. See page 83


			ITEM 4


			Shareholder proposal regarding a special shareholder meeting improvement The Board does not believe it is in the best interests of Zoetis or its shareholders to implement the special shareholder meeting improvement set forth in this proposal.						Our Board recommends that you vote AGAINST this proposal. See page 87



			ITEM 1 Election of Directors						Our Board currently consists of twelve directors. Directors are elected annually and serve for a one-year term or until their successors are elected. Pursuant to the requirement set forth in our Corporate Governance Principles that a director must retire from the Board effective immediately before the Company’s annual meeting following his or her 75th birthday, Robert Scully is not standing for re-election but will continue to serve until the 2025 Annual Meeting of Shareholders. We thank Mr. Scully for his dedicated service as a director and wish him continued success in the future. Upon the recommendation of the Corporate Governance and Sustainability Committee, who worked with a leading global executive search firm to help identify potential nominees, the Board has nominated Dr. Mark Stetter to stand for election at the 2025 Annual Meeting of Shareholders. Our Board recommends that you vote “For” the election of each of the Board’s nominees for election — Mr. Bisaro, Ms. Broadhurst, Mr. D’Amelio, Mr. Hattersley, Mr. Khosla, Dr. Leatherberry, Mr. McCallister, Mr. Norden, Ms. Parent, Ms. Peck, Dr. Reed and Dr. Stetter — to serve as directors of Zoetis until our 2026 Annual Meeting and until their successors are elected and qualified, or until their earlier death, resignation or removal. Each nominee has consented to being named in this proxy statement and serving as a director if elected. The Board believes that each of these nominees has a strong track record of being a responsible steward of shareholders’ interests and of bringing valuable insight, perspective and expertise to the Board. In each individual’s biography set forth on pages 11 to 22, we highlight specific experience, qualifications and skills that led the Board to conclude that each individual should serve as a director of Zoetis.




			Item 1 Recommendation: Our Board unanimously recommends that you vote FOR the election of Mr. Bisaro, Ms. Broadhurst, Mr. D’Amelio, Mr. Hattersley, Mr. Khosla, Dr. Leatherberry, Mr. McCallister, Mr. Norden, Ms. Parent, Ms. Peck, Dr. Reed and Dr. Stetter as directors.



			Board Refreshment 3 New independent directors have been added to the Board since 2020


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


			Paul M. Bisaro Independent
			Former Executive Chairman of Amneal Pharmaceuticals, Inc.

			Age: 64 Director since: May 2015 Committees: Human Resources, Quality and Innovation			Other Current Public Company Directorships: •Mallinckrodt plc (since February 2024, and previously from June 2022 – November 2023) •Myriad Genetics, Inc. (since October 2022)


			Vanessa Broadhurst Independent
			Executive Vice President, Global Corporate Affairs, at Johnson & Johnson

			Age: 56 Director since: July 2022 Committees: Corporate Governance and Sustainability, Quality and Innovation			Other Current Public Company Directorships: •None


			Frank A. D’Amelio Independent
			Former Executive Vice President and Chief Financial Officer of Pfizer Inc.

			Age: 67 Director since: July 2012 Committees: Audit, Human Resources (Chair)			Other Current Public Company Directorships: •Humana Inc. (since September 2003) •Hewlett Packard Enterprise (since January 2023)


			Gavin D.K. Hattersley Independent
			President and Chief Executive Officer at Molson Coors Beverage Company

			Age: 62 Director since: April 2024 Committees: Corporate Governance and Sustainability			Other Current Public Company Directorships: •Molson Coors Beverage Company (since September 2019)


Table of Contents


			Communities: Care and Collaboration


			Planet: The Drive to Protect our Planet


			Sanjay Khosla Independent
			Former Executive Vice President and President, Developing Markets of Mondelēz International, Inc

			Age: 73 Director since: June 2013 Committees: Human Resources, Quality and Innovation			Other Current Public Company Directorships: •None


			Antoinette R. Leatherberry Independent
			Former Principal at Deloitte

			Age: 63 Director since: December 2020 Committees: Audit, Human Resources			Other Current Public Company Directorships: •Digital Direct Holdings (since February 2022)


			Michael B. McCallister Independent
			Former Chairman of the Board and CEO of Humana Inc.

			Age: 72 Director since: January 2013 Board Chair since: June 2013 Committees: None			Other Current Public Company Directorships: •AT&T (since February 2013) •Fifth Third Bank (since November 2011)


			Gregory Norden Independent
			Former Chief Financial Officer of Wyeth

			Age: 67 Director since: January 2013 Committees: Audit (Chair), Human Resources			Other Current Public Company Directorships: •Praxis (since March 2019) •Royalty Pharma (since June 2020)


			Louise M. Parent Independent
			Former Executive Vice President and General Counsel of American Express Company

			Age: 74 Director since: August 2013 Committees: Audit, Corporate Governance and Sustainability (Chair)			Other Current Public Company Directorships: •None


			Kristin C. Peck
			Chief Executive Officer of Zoetis

			Age: 53 Director since: October 2019 Committees: None			Other Current Public Company Directorships: •BlackRock (since September 2021)


			Willie M. Reed Independent
			Dean Emeritus, Professor of Comparative Pathobiology at the College of Veterinary Medicine at Purdue University

			Age: 70 Director since: March 2014 Committees: Corporate Governance and Sustainability, Quality and Innovation (Chair)			Other Current Public Company Directorships: •None


			Mark Stetter Independent
			Dean of the University of California, Davis School of Veterinary Medicine

			Age: 64 Director since: N/A Proposed Committee: Quality and Innovation			Other Current Public Company Directorships: •None


Board Independence
Board Quality and Independence			•Board consists of highly-qualified and experienced directors with relevant expertise for overseeing our strategy, capital allocation, performance, succession planning and risk •All directors are independent other than our current CEO
Independent Board Chair			•Current Board Chair is an independent director and is elected by the Board annually •If the roles of CEO and Board Chair are combined, independent directors will annually elect a lead independent director
Board Committees			•All four Board Committees — Audit, Human Resources, Corporate Governance and Sustainability, and Quality and Innovation — are composed entirely of independent directors
Executive Sessions			•Directors hold regularly scheduled executive sessions where directors can discuss matters without management presence •Independent Board Chair, or, if applicable, the lead independent director, presides over all executive sessions of the Board
Corporate Governance
Board Self-Evaluation			•Board conducts an annual evaluation of itself and each of its Committees •Written responses to evaluations are periodically supplemented with individual one-on-one interviews, last conducted in early 2025
Open Lines of Communication			•Processes in place to facilitate communication with shareholders and other stakeholders •Board promotes open and frank discussions with management and there is ongoing communication between our Board (including the Board and Committee Chairs) and management •Our directors have access to all members of management and other colleagues and are authorized to hire outside advisors at the Company’s expense
Director Orientation and Continuing Education			•Processes in place to successfully and effectively integrate newly elected directors onto the Board; our directors have access to internal and external trainings and programs to enhance their skills and remain fluent in rapidly developing corporate governance topics
Engaged Oversight
Board Oversight of Risk			•Risk oversight by full Board and Committees, including oversight of the Enterprise Risk Management program, financial reporting, information security and audit risk assessments
Board Oversight of Management Succession			•Board regularly reviews and discusses succession plans for CEO and other key executives
Shareholder Rights
Proxy Access			•Our shareholders may nominate directors through proxy access
Accountability			•In uncontested director elections, our directors are elected by a majority of votes cast •All of our directors are elected annually •Each share of common stock is entitled to one vote •Our Code of Conduct fosters a culture of honesty and accountability •Anti-hedging and anti-pledging policies covering directors and colleagues •Claw-back policy covering incentive compensation paid to executives •Shareholders owning a combined 25% of Zoetis’ outstanding shares continuously for one-year have the right to call a special meeting
Refreshment
Board Refreshment			•Led by the Corporate Governance and Sustainability Committee, the Board regularly reviews the Board’s composition with a focus on identifying and evaluating potential board candidates •Mandatory Retirement Policy at age 75, absent special circumstances
Board Skills			•Board with breadth of experience, backgrounds and perspectives •Board considers skills, experience, cultural background and thought among directors when evaluating director nominees •The Corporate Governance and Sustainability Committee considers, and asks search firms to include in candidate lists, all director candidates who meet applicable search criteria
Sustainability Oversight
Corporate Responsibility & Sustainability			•The Board exercises ultimate oversight over the Company’s sustainability strategy and program, and monitors the Company’s overall sustainability progress •The Board’s Committees oversee the Company’s sustainability practices, including animal welfare, human capital management, pay equity, compliance, environmental, health and safety and manufacturing quality matters, public policy issues and corporate governance



			The Board recognizes the importance of evaluating individual directors and their contributions to our Board as part of the annual Board assessment. When considering whether to recommend to the full Board re-nomination or nomination of each director for election, the Corporate Governance and Sustainability Committee takes a number of factors into account, including:



Retirement Policy			Under Zoetis’ Corporate Governance Principles, a director is required to retire from the Board effective immediately before the Company’s Annual Meeting of Shareholders following such director’s 75th birthday. On the recommendation of the Corporate Governance and Sustainability Committee, the Board may waive this requirement as to any director if it deems such waiver to be in the best interests of the Company.


Overboarding Policy			Under Zoetis’ Corporate Governance Principles, unless otherwise approved by the Corporate Governance and Sustainability Committee, no director should serve on more than four boards of public companies (including the Zoetis Board), and directors who are executive officers of public companies should not serve on more than two boards of public companies (including the Zoetis Board).



Michael B. McCallister Chair of the Board						Qualifications: •Focus on the leadership of the Board drawing on the benefit of his extensive management and CEO experience. •His extensive public company board experience, including as the Chair of Humana’s Board, and his multiple senior leadership roles at Humana, including as CEO of Humana, provide the Company with strong and effective Board leadership and allow him to be a particularly effective liaison between the Board and the Company’s management. Responsibilities: •Preside over executive sessions of the independent directors, facilitate information flow and communication among the directors and perform such other duties and exercise such other powers as prescribed from time to time by the Board. •Determine the agenda for each regular meeting of the Board and presides over all meetings of our shareholders and of the Board as a whole, including its executive sessions, and performs such other duties as may be designated in the By-laws or by the Board. •As needed, represent the Board in communications with shareholders and other stakeholders.


Audit Committee


Committee Members: Gregory Norden (Chair) Frank A. D’Amelio Antoinette R. Leatherberry Louise M. Parent Robert W. Scully All Members Independent All Members Financially Literate Each of Mr. D’Amelio, Mr. Norden and Mr. Scully qualifies as an “audit committee financial expert” Number of meetings in 2024: 7			Primary Responsibilities: •Oversees the integrity of our financial statements and system of internal controls •Sole authority and responsibility to select, determine the compensation of, evaluate and, when appropriate, replace our independent public accounting firm •Oversees the performance of our internal audit function •Oversees our risk management programs, including information security (which includes cybersecurity) and data privacy •Reviews reports from management, legal counsel and third parties (including our independent public accounting firm) relating to the status of our compliance with laws, regulations and internal procedures


Corporate Governance and Sustainability Committee


Committee Members: Louise M. Parent (Chair) Vanessa Broadhurst Gavin D.K. Hattersley Willie M. Reed All Members Independent Number of meetings in 2024: 6			Primary Responsibilities: •Responsible for the Company’s corporate governance practices, policies and procedures •Identifies and recommends candidates for election to our Board; recommends members and chairs of Board Committees •Advises on and recommends director compensation for approval by the Board •Administers our policies and procedures regarding related person transactions •Oversees our strategies, initiatives, activities and disclosures regarding sustainability issues


Human Resources Committee


Committee Members: Frank A. D’Amelio (Chair) Paul M. Bisaro Sanjay Khosla Antoinette R. Leatherberry Gregory Norden Robert W. Scully All Members Independent Number of meetings in 2024: 5			Primary Responsibilities: •Approves our overall compensation philosophy •Oversees our compensation and benefit programs, policies and practices and manages the related risks •Annually establishes the corporate goals and objectives relevant to the compensation of our CEO, reviews the goals established by our CEO for our other executive officers, and evaluates their performance in light of these goals •Recommends CEO compensation to the Board and approves the compensation of our other executive officers •Oversees our programs and policies regarding talent development, colleague engagement and workplace culture •Administers our incentive and equity-based compensation plans


Quality and Innovation Committee


Committee Members: Willie M. Reed (Chair) Paul M. Bisaro Vanessa Broadhurst Sanjay Khosla All Members Independent Number of meetings in 2024: 5			Primary Responsibilities: •Evaluates our strategy, activities, results and investment in research and development and innovation •Oversees compliance with processes and internal controls relating to our manufacturing quality and environmental, health and safety (“EHS”) programs •Reviews organizational structures and qualifications of key personnel in our supply chain, manufacturing quality and EHS functions •Oversees our programs with respect to animal welfare, adverse event reporting and product safety matters



Board Committees

The full Board has primary responsibility for risk oversight, including Enterprise Risk Management, CEO Succession Planning, Corporate Strategy and Operating Plans. In addition, the Board Committees perform the following key functions:


Audit Committee	Human Resources Committee	Corporate Governance and Sustainability Committee	Quality and Innovation Committee


•Oversees the management of risks related to financial reporting, information security risks (including cybersecurity), and regulatory compliance •Oversees the annual internal audit risk assessment, which identifies and prioritizes risks related to the Company’s internal controls in order to develop internal audit plans for future fiscal years	•Oversees the management of risks relating to our compensation plans and arrangements •Oversees the management of risks relating to our talent, human capital management and succession planning	•Oversees risks associated with our sustainability practices, potential conflicts of interest and the management of risks associated with the independence of the Board •Oversees the effectiveness of the Corporate Governance Principles and the Board’s compliance with our Code of Conduct	•Oversees risks related to natural resources and climate, manufacturing quality and environmental, health and safety matters •Oversees risks associated with our strategy and investments in research and development and external innovation



Board of Directors

Oversees our sustainability program and strategy, with specific oversight responsibility assigned to each Committee Select sustainability oversight responsibilities include:


Corporate Governance & Sustainability


Audit •Compliance •Data privacy and security (incl. cybersecurity) •Financial disclosures Third party audit or assurance component of mandatory sustainability disclosures	Human Resources •Human capital disclosures •Compensation •Employee engagement	Corporate Governance & Sustainability •Public policy / political spending •Community engagement / human rights •Board structure / shareholder rights •Long-term sustainability strategy and performance	Quality & Innovation •Natural resources/climate •Employee health & safety •Animal welfare •Product safety & quality •Waste & toxicity / packaging •Human health impacts



Name	Fees Earned or Paid in Cash($)			Stock Awards ($)(1)(2)			All Other Compensation ($)(3)			Total ($)
Paul M. Bisaro(4)		$	100,000		$	240,000		—			$	340,000
Vanessa Broadhurst(5)		$	100,000		$	240,000		$	500		$	340,500
Frank A. D’Amelio(6)		$	112,500		$	240,000		$	5,000		$	357,500
Gavin D.K. Hattersley(7)		$	75,000		$	240,000		—			$	315,000
Sanjay Khosla(4)		$	100,000		$	240,000		—			$	340,000
Antoinette R. Leatherberry(4)		$	100,000		$	240,000		—			$	340,000
Michael B. McCallister(8)		$	250,000		$	240,000		—			$	490,000
Gregory Norden(9)		$	125,000		$	240,000		—			$	365,000
Louise M. Parent(10)		$	125,000		$	240,000		$	5,000		$	370,000
Willie M. Reed(11)		$	125,000		$	240,000		$	5,000		$	370,000
Robert W. Scully(12)		$	112,500		$	240,000		—			$	352,500



			ITEM 2 Advisory Vote to Approve Our Executive Compensation (“Say on Pay”)						We are seeking your vote, on an advisory basis, on the compensation of our named executive officers as described in the Compensation Discussion and Analysis and the Executive Compensation Tables and accompanying narrative disclosure, provided on pages 40 to 76 of this proxy statement. While the vote is not binding on the Board, the Human Resources Committee will consider the outcome of the vote when making future executive compensation decisions. For background, Section 14A of the Exchange Act requires a shareholder advisory vote on the frequency of shareholder votes on executive compensation. We conducted this advisory vote on frequency most recently at our 2020 Annual Meeting of Shareholders, and our shareholders voted for, and the Company will, continue to hold an annual advisory vote on executive compensation. Our Board believes that our executive compensation program incentivizes and rewards our leadership for increasing shareholder value and aligns the interests of our management with those of our shareholders on an annual and long-term basis.




			Item 2 Recommendation: Our Board unanimously recommends that you vote FOR the approval of our executive compensation.