Zoetis Inc PRE 14A, filed Mar 27, 2024

Board Committee

Responsibilities

Audit Committee

All Members Independent

All Members Financially Literate

Each of Mr. D’Amelio, Mr. Norden and Mr. Scully qualifies as an “audit
committee financial expert”

•

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

All Members Independent

•

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

All Members Independent

•

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 DE&I

•

Administers our incentive and equity-based compensation plans

Quality and Innovation Committee

All Members Independent

•

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

Zoetis Inc. (ZTS)

PRE 14A 2024-03-27 For: 2024-05-22

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Added on October 16, 2026

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		Items of Business
		1. Election of eleven directors until the 2025 Annual Meeting of Shareholders for a one-year term
		2. Advisory vote to approve our executive compensation
		3. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024
		4. Approval of an amendment to our Restated Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law
		5. Shareholder proposal regarding director resignation policy
		6. Such other business as may properly come before the Annual Meeting of Shareholders

	Proxy Summary					1
	2024 Annual Meeting					1
	Voting Matters and Board Recommendations					1
	2023 Business Highlights					2
	Our Purpose, Vision and Core Beliefs					3
	Driven to Care: Our Sustainability Strategy					4
	Director Nominees Skills, Experience and Demographic Information					8
	Corporate Governance at Zoetis					11
	Item 1 — Election of Directors					11
	Information about Directors					13
	Key Corporate Governance Features					22
	Corporate Governance Principles and Practices					23
	Compensation of Directors					31
	Executive Compensation					35
	Item 2 — Advisory Vote to Approve Our Executive Compensation (“Say on Pay”)					35
	Compensation Discussion and Analysis					36
	Report of the Human Resources Committee					60
	Executive Compensation Tables					61
	Pay Versus Performance					71
	Equity Compensation Plans					76
	Audit Committee Matters					77
	Item 3 — Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for 2024					77
	Policy on Pre-Approval of Audit Firm Services					78
	Report of the Audit Committee					80
	Charter Amendment					81
	Item 4 — Approval of an Amendment to our Restated Certificate of Incorporation to Provide for Exculpation of Officers as Permitted by the Delaware General Corporation Law					81

	Shareholder Proposal					83
	Item 5 — Shareholder Proposal Regarding Director Resignation Policy					83
	Ownership of our Common Stock					85
	Stock Ownership Tables					85
	Delinquent Section 16(a) Reports					86
	Transactions With Related Persons					87
	Policy Concerning Related Person Transactions					87
	Related Person Transactions					87
	Information About the Annual Meeting and Voting					88
	Virtual Annual Meeting Information					88
	How to View Proxy Materials Online					89
	How to Vote by Proxy					89
	Revocation of Proxies					90
	Voting at the Meeting					90
	Quorum and Required Vote					90
	Effect of Not Casting Your Vote					91
	Cost of Proxy Solicitation					91
	Availability of Voting Results					92
	Questions					92
	Information About Submitting Shareholder Proposals and our 2025 Annual Meeting					93
	Other Legal Matters					95
	Appendix A: Officer Exculpation Amendment					A-1

		Time and Date				Wednesday, May 22, 2024, at 8:00 a.m. EDT
		Place				Online virtual meeting at: www.virtualshareholdermeeting.com/ZTS2024
		Record Date				Close of business on March 28, 2024
		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.

		Skill / Experience							Definition
		Academia							Experience working in a university or other community concerned with the pursuit of research, education and scholarship
		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
		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 directly to individuals and households
		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
		Global Businesses							Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities
		Human Capital Management							Experience working for a significant enterprise in talent development and succession planning, along with a practical understanding of organizations, processes, workforce planning, and talent risk management
		Life Sciences							Experience working at an organization (including for profit, non-profit, academic, or otherwise) engaged in the discovery, development, manufacture or commercialization of products or services focused on improving organism life
		Manufacturing & Supply							Experience directly managing an organization or business function responsible for the manufacturing and/or supply of physical goods
		Marketing & Sales							Experience developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation
		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
		Research & Development							Experience directly managing an organization or business function responsible for the discovery and/or development of products or services
		Public Company Skill / Experience							Definition
		Other Public Company Board Member							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

		When Wednesday, May 22, 2024 8:00 a.m. Eastern Daylight Time
		Where Virtual meeting webcast at: www.virtualshareholdermeeting.com/ZTS2024
		Record Date Close of Business on March 28, 2024

		How to Vote
		Shareholders on the Record Date are entitled to vote in the following ways:


		Attend the Annual Meeting of Shareholders webcast and vote your shares

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2024:
		Zoetis Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 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 , 2024, 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 2023 Annual Report and vote online.

	• Paul M. Bisaro			• Gregory Norden
	• Vanessa Broadhurst			• Louise M. Parent
	• Frank A. D’Amelio			• Kristin C. Peck
	• Sanjay Khosla			• Willie M. Reed
	• Antoinette R. Leatherberry			• Robert W. Scully
	• Michael B. McCallister

	Topic				Zoetis Key Corporate Governance Feature
	Board Quality and Independence				• Board consists of highly-qualified, experienced and diverse directors with relevant expertise for overseeing our strategy, capital allocation, performance, succession planning and risk • All directors are independent other than our current CEO
	Independent Board Chair				• Current Board Chair is an independent director and is elected by the Board annually • If the roles of CEO and Board Chair are combined, independent directors will annually elect a lead independent director
	Board Committees				• All four Board Committees — Audit, Human Resources, Corporate Governance and Sustainability, and Quality and Innovation — are composed entirely of independent directors
	Executive Sessions				• Directors hold regularly scheduled executive sessions where directors can discuss matters without management presence • Independent Board Chair, or, if applicable, the lead independent director, presides over all executive sessions of the Board
	Board Oversight of Risk				• Risk oversight by full Board and Committees, including oversight of the Enterprise Risk Management program, financial reporting, information security and audit risk assessments
	Proxy Access				• Our shareholders may nominate directors through proxy access
	Board Oversight of Management Succession				• Board regularly reviews and discusses succession plans for CEO and other key executives
	Board Self-Evaluation				• Board conducts an annual evaluation of itself and each of its Committees • Written responses to evaluations are periodically supplemented with individual one-on-one interviews
	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 have the right to call a special meeting
	Director Stock Ownership				• Each non-employee director is required to hold Zoetis stock worth at least $500,000 (including share equivalent units), to be acquired within five years of joining our Board
	Open Lines of Communication				• Processes in place to facilitate communication with shareholders and other stakeholders • Board promotes open and frank discussions with management and there is ongoing communication between our Board (including the Board and Committee Chairs) and management • Our directors have access to all members of management and other colleagues and are authorized to hire outside advisors at the Company’s expense
	Board Refreshment				• Led by the Corporate Governance and Sustainability Committee, the Board regularly reviews the Board’s composition with a focus on identifying and evaluating potential board candidates • Mandatory Retirement Policy at age 75, absent special circumstances
	Director Orientation and Continuing Education				• Comprehensive orientation for new directors • Continuing education consisting of in-house presentations, presentations by industry and subject matter experts, third-party director courses and site and customer visits
	Board Diversity				• Diverse board with female and racial/ethnic representation • Board considers diversity of skills, experience, race, ethnicity, gender, cultural background and thought among directors when evaluating director nominees • The Corporate Governance and Sustainability Committee considers, and asks search firms to include in candidate lists, diverse director candidates who meet applicable search criteria
	Corporate Responsibility & 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, DE&I, pay equity, compliance, environmental, health and safety and manufacturing quality matters, public policy issues and corporate governance • In June 2023, Zoetis published its 2022 Sustainability Progress Update and 2022 ESG and SASB Index, which take into account the disclosure frameworks and guidance of leading sustainability organizations, such as the Sustainability Accounting Standards Board, the Task Force on Climate-Related Financial Disclosures, and the United Nations Sustainable Development Goals • Zoetis has participated in the CDP climate change survey, a global disclosure system for investors, companies, cities, states and regions to manage their environmental impacts, since 2021 and submitted for scoring in 2022 and 2023. In addition, Zoetis has participated in the CDP water security survey since 2022 and submitted for scoring in 2023.

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		$	1,000		$	341,000
Frank A. D’Amelio(6)		$	100,000		$	240,000		$	500		$	340,500
Sanjay Khosla(4)		$	100,000		$	240,000			—		$	340,000
Antoinette R. Leatherberry(4)		$	100,000		$	240,000			—		$	340,000
Michael B. McCallister(7)		$	250,000		$	240,000			—		$	490,000
Gregory Norden(8)		$	125,000		$	240,000			—		$	365,000
Louise M. Parent(9)		$	125,000		$	240,000		$	5,000		$	370,000
Willie M. Reed(10)		$	125,000		$	240,000		$	5,000		$	370,000
Linda Rhodes(11)		$	100,000		$	240,000		$	5,000		$	345,000
Robert W. Scully(12)		$	125,000		$	240,000			—		$	365,000


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		Return a properly completed, signed and dated proxy card

		WHAT WE DO:
		✓			Emphasize pay for performance — our executive compensation program emphasizes variable pay over fixed pay, with more than three-quarters of our executives’ target compensation tied to our financial results and stock performance.
		✓			Require executives to comply with market-competitive stock ownership guidelines.
		✓			Require executives to hold net shares upon the exercise of stock options or vesting of stock until they achieve the relevant stock ownership guideline.
		✓			Maintain a policy prohibiting traditional perquisites of employment (as determined by our Board) for our colleagues, including our NEOs.
		✓			Maintain anti-hedging and anti-pledging policies applicable to our directors and colleagues, including our NEOs.
		✓			Maintain a clawback policy that allows us to recover incentive payments based on financial results that are subsequently restated or in response to certain inappropriate actions on the part of our executives. Additionally, for our senior leaders, a non-competition provision is included for equity-based incentive awards.
		✓			Maintain a compensation recovery policy in compliance with SEC rules and NYSE requirements.
		✓			Provide for “double-trigger” equity award vesting and severance benefits following a change in control.
		✓			Provide severance benefits through an Executive Severance Plan, consisting of cash equal to a multiple of base salary and target annual incentive, as well as continued health and welfare benefits, as described in the Executive Severance Plan.
		✓			Use an independent compensation consultant when designing and evaluating our executive compensation policies and programs.
		✓			Conduct an annual risk assessment to ensure that the Company’s pay programs, and practices do not create risks that are likely to have a material adverse impact on the Company.

		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.

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. • For 2023, the AIP pool was 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 Relative TSR goals and generally subject to continued employment through the vesting date. • Align NEO and shareholder interests, as the value NEOs realize from their performance award units depends on the value of the shareholders’ investment relative to other similar investment opportunities over the same time period.	• In 2023, the target number of performance award units represented 50% of each NEO’s annual long-term incentive opportunity based on the grant date fair value of the awards. • Three-year cliff vesting: units earned based on Relative TSR, the Company’s TSR results over the three-year performance period relative to the TSR results of the S&P 500 Group (as described below under “Long-Term Incentives”), vest 100% on the third anniversary of the date of grant, subject to the NEO’s continued employment through such date (with vesting on certain earlier terminations, such as retirement, death, restructuring, change in control, etc., that are generally aligned with market practice). • Paid out in shares of Company common stock upon vesting, with the payout ranging from 0% to 200% of target (including dividend equivalents), depending on the extent to which the pre-determined performance goals have been achieved. • Dividend equivalents are accrued over the vesting period and paid when and if the performance award units vest (subject to the same vesting conditions as the underlying performance award units).

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	IDEXX Laboratories, Inc.

													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		$	1,200,000		$	1,800,000		$	11,700,000		$	14,700,000		8%		12%		80%
Wetteny Joseph		$	725,000		$	652,500		$	2,650,000		$	4,027,500		18%		16%		66%
Wafaa Mamilli		$	650,000		$	520,000		$	1,330,000		$	2,500,000		26%		21%		53%
Heidi C. Chen		$	635,000		$	444,500		$	1,365,000		$	2,444,500		26%		18%		56%
Robert J. Polzer		$	575,000		$	460,000		$	1,265,000		$	2,300,000		25%		20%		55%

	2023 Reported Results			Adjustments**			2023 AIP Results			2023 AIP Target			AIP Results as a Percent of Target
Revenue*			$8,544			$84			$8,628			$8,551		101%
Adjusted Diluted EPS		$	5.32		$	0.04		$	5.36		$	5.29		101%
Free Cash Flow*		$	1,621		$	(24)		$	1,597		$	1,379		116%

	CEO 2023 Achievements
	Financial Achievements			We continued to create shareholder value through our consistently strong financial performance. We continued to deliver operational revenue growth and increased profitability.
	Lead through Innovation			New product approvals as well as product and market expansions in 2023 reinforced our leadership in innovation: • Building on the success experienced in other markets, we received approval in the U.S. for Librela® the first and only injectable monoclonal antibody (mAb) treatment for the control of canine osteoarthritis (OA) pain. • Solensia®, the first and only injectable mAb treatment for feline OA pain continued to experience success in markets around the world. • We received approval in the United States for Apoquel® Chewable, the first and only chewable treatment for the control of allergic itch and inflammation in dogs. • We received approval in the European Union, for three new claims for Simparica Trio®: the prevention of eyeworms and efficacy against sarcoptic and demodectic mange. • We launched Vetscan Mastigram+, the first on-farm mastitis diagnostic in the world. • In the European Union and Mexico, we received approval for Protivity®, the first modified live vaccine to offer protection against Mycoplasma bovis in healthy cattle.
	Deliver an Exceptional Experience to Delight our Customers			Throughout 2023, we continued to develop meaningful relationships with customers and meet their demands for animal health products: • We completed expansions at our manufacturing facilities in Lincoln, Nebraska, U.S., and in Tullamore, Ireland, to support the growth of our mAb production. • We expanded our R&D capabilities at our Durham, North Carolina, U.S., facility to help transform the diagnostics industry and provide veterinarians, livestock farmers and pet owners with new and better diagnostic solutions to support animal health. • We expanded Vetscan Imagyst® with new AI applications for veterinarians to rapidly detect and address certain health issues in dogs, cats and horses.
	Power our Business through Digital Solutions and Data Insights			We invested in digital and data technologies that advance animal care, including deployment of artificial intelligence (AI) capabilities on multiple fronts, including: • We used AI to help pet owners screen for signs of OA pain. • We used AI-powered platforms to accelerate our R&D regulatory timelines and time to market for new therapeutics, vaccines and diagnostics. • We expanded our Next-Generation Sales Engine from the United States to markets around the world, including Europe and Latin America, a sales platform providing information about how customers use our products.
	Support a Workplace Where Colleagues can Thrive			Success across our business starts with our colleagues who make the difference in everything we do. In 2023: • We enhanced our talent planning processes across Zoetis, ensuring career development and talent management with a focus on retention of key talent and succession planning. • We continued to focus on colleague well-being and inclusion, increasing resources and support for our colleagues including reinforcing flexibility in our ways of working, rolling-out additional inclusive benefits around the globe and implementing new ways of accessing benefits in the United States. • We invested in global platforms and manager training to improve our agility, modernize the way we do business and engage our colleagues, with a focus on non-desk workforce colleagues, to ensure connection, alignment and collaboration across the organization. • We measure success by our colleague engagement scores which have remained best in class for several years. • We earned external recognition in markets around the world including “best” workplace for innovators, for working parents, for LGBTQ+ colleagues, and for multicultural women.

	CEO 2023 Achievements
	Advance Sustainability for a Healthier Future			We strive to be the most sustainable animal health company in the world. • Through the Zoetis Foundation, we supported veterinary professionals by providing scholarships through Foundation grants to support students and programs that help veterinarians and farmers around the world develop resilient and sustainable businesses. • We partnered with the U.S. Department of Agriculture and the Fish & Wildlife Service to provide vaccines against highly pathogenic avian influenza to help preserve endangered California Condors. • We reduced the use of plastic by replacing some of our vaccine packaging with paperboard, starting with our rabies vaccine packaging. • We delivered progress towards sustainability in our operations and our carbon neutrality target.
	Perform with Excellence and Agility			At Zoetis, we recognize the rapid pace of change and uncertainty in the world. In 2023, we introduced a strategic pillar focused on performing with excellence and agility to ensure that as we grow, we continue to fund operational improvements and embed adaptability in a changing environment: • We launched a multi-year project to invest in our enterprise resource planning system for many of our business processes including Commercial, Finance, Global Manufacturing and Supply, and other functions. • We optimized our indirect procurement function to improve not just costs, but also reliability of our vendors and goods. • In addition, we have instilled a strong financial discipline across our teams to reallocate resources to priority investment areas and our core business.

	NEO			2023 Achievements
	Wetteny Joseph EVP and CFO			• Worked across functions to plan and execute a strategic investor day that was well received by investors and serve as a basis for our long-term performance and value creation. • Successfully planned and executed indirect procurement initiatives that delivered over $30M of savings in 2023 and incorporated additional run-rate into our 2024 operating plans. • Enhanced focus on intercompany processes and efficiencies across the Company through cross-functional finance working group; enhanced balance sheet and cash flow quarterly analysis; and enhanced and simplified controls around sales incentives. • Achieved Individual Development Plan completion rate of over 85% for the finance function and formed the Finance Growth Forum integrated initiative targeted at enhancing colleagues’ skillset, growth mindset and career development opportunities by providing relevant, impactful and dynamic learning resources, tools and more. • Further enhanced our budgeting scenario planning process to enable agile decisions in light of dynamic global operating environment.
	Wafaa Mamilli EVP, Chief Digital and Technology Officer and Group President, China, Brazil and Precision Animal Health			• Building on our industry-leading data and analytics capabilities, established our Generative Artificial Intelligence (AI) Strategy, with an intentional and structured approach, defined our golden use cases, launched our AI corporate policy and activated a governance council to guide responsible AI development. • Successfully extended Zoetis’ predictive analytics platform to nine of our major international markets beyond the United States to help our commercial sales teams better understand and meet customer needs. • Exceeded revenue commitments in Brazil through investments in a highly successful Librela® launch, and the execution of commercial strategies in livestock and companion animal. • Led the China market through a resilient and focused execution on plan by navigating and adjusting to the China market downturn — through investments behind eCommerce presence and customer engagement. Maintained our leadership position in companion animal and livestock despite the challenging macro environment. • Continued to enhance our talent transformation agenda demonstrated by our high retention rates, maintaining our strong colleague engagement scores and upskilling (engaging in training to build tech, leadership, or digital skills) over 93% of our technology colleagues.
	Heidi C. Chen EVP, General Counsel and Corporate Secretary; Business Lead of Human Health Diagnostics			• Oversaw the granting of nearly 450 patents globally in 2023, including in-licensed patents, and filed approximately 150 new patent applications. • Positioned Zoetis for a favorable settlement in a patent royalty lawsuit against third party, resulting in a meaningful positive benefit to income in 2023. • Provided strategic direction to enhance Zoetis’ corporate compliance program, leading to Zoetis’ recognition by Ethisphere on 2023 World’s Most Ethical Company List®. • Substantially achieved revenue and income before taxes financial commitments for human health diagnostics, with modest growth over 2022 despite headwinds to rotor supply. • Delivered a 95% colleague engagement in 2023, based on results from the colleague engagement survey, and successful recruitment of critical talent in new Chief Intellectual Property Counsel.
	Robert J. Polzer EVP and President of Research and Development			• Completed R&D efforts that enabled the launch of multiple new products in 2023 including: o Librela®, the first injectable mAb therapy to treat osteoarthritis pain in dogs, in the United States o Solensia®, the first injectable monoclonal antibody therapy to treat osteoarthritis pain in cats, in Brazil o Protivity™ for cattle in the European Union o Poulvac® Procerta® HVT-IBD for poultry in the European Union • Extended the life of key brands through geographic expansions, new claims, new formulations or new species approvals for key franchises such as: Vanguard®, Excede®, Core EQ Innovator®, Revolution® Plus, Simparica®, Simparica Trio®, Rispoval®, Procerta®, Draxxin®, Apoquel® and Cytopoint® • Maintained momentum in the R&D portfolio, including delivery of global regulatory submissions and approvals in 2023. • Acquired complementary technology capabilities and Oncology portfolio assets via the acquisition of Adivo and Petmedix. • Advanced multiple AI efforts to increase efficiency and effectiveness of research, clinical and regulatory activities.

NEO	AIP Target Amount			AIP Award % of Target		AIP Award Paid
Kristin C. Peck		$	1,800,000		117%		$	2,106,000
Wetteny Joseph		$	652,500		117%		$	763,425
Wafaa Mamilli		$	520,000		117%		$	608,400
Heidi C. Chen		$	444,500		116%		$	513,398
Robert J. Polzer		$	460,000		117%		$	538,200

	Performance Award Units				Objectives
	We award performance award units to enhance the alignment of executive pay with the value created for our shareholders. Performance award units provide executives with the right to receive shares of our stock after the end of the three-year performance vesting period. The number of shares paid, if any, is generally subject to continued employment (with exceptions for certain terminations of employment) and the Company’s Relative TSR over the performance period. Dividend equivalents are credited as additional performance award units to outstanding performance award units and are paid out in shares of our stock at the same time the associated performance award units are paid.				• Align the interests of executives with those of shareholders over the performance vesting period. • Retain executive talent, as performance awards provide an opportunity for higher rewards when the Company’s total shareholder return results exceed the median of the S&P 500 Group. • Encourage stock ownership by delivering shares upon settlement in accordance with the Company’s Relative TSR results.
	The performance award unit vesting schedule is as follows:
	If the Relative TSR for the 2023-2025 performance period is:				The number of shares of stock that will vest is:
	Below the 25th percentile of the S&P 500 Group				Zero
	At the 25th percentile of the S&P 500 Group				50% of the target number of units
	At the 50th percentile of the S&P 500 Group				100% of the target number of units
	At or above the 75th percentile of the S&P 500 Group				200% of the target number of units
	The number of shares that vest and are paid is determined by linear interpolation when the Relative TSR is between the 25th and 50th or between the 50th and 75th percentiles of the S&P 500 Group.

	Stock Options				Objectives
	We view stock options as a form of long-term incentive that focuses and rewards executives for increasing our stock price. 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).				• Encourage our executives to focus on decisions that will lead to increases in the stock price for the long term • Retain executive talent, since executives generally must remain with the Company during the vesting period before they can exercise the stock options (with exceptions for certain terminations of employment), and the options have a ten-year term from the date of the grant, generally subject to continued employment with the Company (with exceptions for certain terminations of employment)

	Restricted Stock Units				Objectives
	RSUs provide executives with the right to receive shares of our stock over a three-year graded vesting period (one-third vests on each anniversary of the grant date), generally subject to continued employment (with exceptions for certain terminations of employment). Dividend equivalents are credited as additional RSUs to outstanding RSUs and are paid out in shares of our stock at the same time the associated RSUs are paid out.				• Align the interests of executives with those of shareholders over the vesting period • Retain executive talent • Encourage stock ownership by delivering shares upon settlement

				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		$	11,700,000		$	2,925,000		$	2,925,000		$	5,850,000		67,148		18,047		24,555
Wetteny Joseph		$	2,650,000		$	662,500		$	662,500		$	1,325,000		15,208		4,087		5,561
Wafaa Mamilli		$	1,330,000		$	332,500		$	332,500		$	665,000		7,633		2,051		2,791
Heidi C. Chen		$	1,365,000		$	341,250		$	341,250		$	682,500		7,834		2,105		2,864
Robert J. Polzer		$	1,265,000		$	316,250		$	316,250		$	632,500		7,260		1,951		2,654

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		2023		1,200,000				8,774,860		2,924,967		2,106,000		232,026		15,237,853
		2022		1,200,000				8,399,841		2,799,966		1,314,000		289,733		14,003,540
		2021		1,200,000				6,929,797		2,309,970		2,340,000		318,724		13,098,491
Wetteny Joseph Executive Vice President (“EVP”) and Chief Financial Officer		2023		725,000				1,987,233		662,460		763,425		109,654		4,247,772
		2022		700,000				1,724,722		574,967		459,900		95,448		3,555,037
		2021		393,750		2,000,000		5,099,927		—		472,500		43,641		8,009,818
Wafaa Mamilli EVP, Chief Digital and Technology Officer and Group President for China, Brazil and Precision Animal Health		2023		650,000				997,334		332,493		608,400		98,267		2,686,494
		2022		608,333				824,915		274,980		355,267		114,561		2,178,056
		2021		600,000				712,230		237,472		727,200		195,773		2,472,675
Heidi C. Chen EVP, General Counsel and Corporate Secretary; Business Lead of Human Health Diagnostics		2023		635,000				1,023,476		341,249		513,398		91,865		2,604,988
		2022		615,000				993,421		331,234		314,265		106,682		2,360,602
		2021		615,000				993,543		331,228		645,750		133,861		2,719,382
Robert J. Polzer EVP and President of Research and Development		2023		575,000				948,488		316,246		538,200		62,539		2,440,473

	Performance Award Units Granted in 2023
Name	Grant Date Target Payout $		Maximum Value at Grant Date $
Kristin C. Peck		5,849,983		11,699,966
Wetteny Joseph		1,324,853		2,649,706
Wafaa Mamilli		664,928		1,329,856
Heidi C. Chen		682,319		1,364,638
Robert J. Polzer		632,289		1,264,578

Name	Company Contributions to Defined Contribution Plan (i)($)		Company Contributions Under the Zoetis Supplemental Savings Plan (ii)($)		Other (iii)($)		Total ($)
Kristin C. Peck		29,700		196,560		5,766		232,026
Wetteny Joseph		29,700		76,855		3,099		109,654
Wafaa Mamilli		29,700		60,774		7,793		98,267
Heidi C. Chen		29,700		55,665		6,500		91,865
Robert J. Polzer		13,200		45,774		3,565		62,539

				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 ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards(3) ($/Sh)		Grant Date Fair Value of Stock and Option Awards(4) ($)
Kristin C. Peck	Annual Incentive				0		1,800,000		3,600,000
	Stock Options(5)		2/8/2023																67,148		162.07		2,924,967
	Restricted Stock Units(5)		2/8/2023														18,047						2,924,877
	Performance Award Units(6)		2/8/2023								0		24,555		49,110								5,849,983
Wetteny Joseph	Annual Incentive				0		652,500		1,305,000
	Stock Options(5)		2/8/2023																15,208		162.07		662,460
	Restricted Stock Units(5)		2/8/2023														4,087						662,380
	Performance Award Units(6)		2/8/2023								0		5,561		11,122								1,324,853
Wafaa Mamilli	Annual Incentive				0		520,000		1,040,000
	Stock Options(5)		2/8/2023																7,633		162.07		332,493
	Restricted Stock Units(5)		2/8/2023														2,051						332,406
	Performance Award Units(6)		2/8/2023								0		2,791		5,582								664,928
Heidi C. Chen	Annual Incentive				0		444,500		889,000
	Stock Options(5)		2/8/2023																7,834		162.07		341,249
	Restricted Stock Units(5)		2/8/2023														2,105						341,157
	Performance Award Units(6)		2/8/2023								0		2,864		5,728								682,319
Robert J. Polzer	Annual Incentive				0		460,000		920,000
	Stock Options(5)		2/8/2023																7,260		162.07		316,246
	Restricted Stock Units(5)		2/8/2023														1,951						316,199
	Performance Award Units(6)		2/8/2023								0		2,654		5,308								632,289

		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 That Have Not Vested (#)(1)(3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Kristin C. Peck	2/27/2015		13,382		—		46.09	2/26/2025		—		—		—		—
	2/19/2016		20,000		—		41.83	2/18/2026		—		—		—		—
	2/14/2017		32,634		—		55.02	2/13/2027		—		—		—		—
	2/13/2018		24,642		—		73.24	2/12/2028		—		—		—		—
	2/12/2019		20,661		—		87.51	2/11/2029		—		—		—		—
	2/11/2020		55,866		—		144.03	2/10/2030		—		—		—		—
	2/10/2021(4)		—		61,078		160.62	2/9/2031		36,730(5)		7,249,411		—		—
	2/8/2022(4)		—		54,751		201.30	2/8/2032		14,114		2,785,680		24,127		4,761,946
	2/8/2023(6)		—		67,148		162.07	2/8/2033		18,167		3,585,621		24,718		4,878,592
Wetteny Joseph	6/30/2021(4)		—		—		—	—		27,880(5)		5,502,676		—		—
	2/8/2022(4)		—		11,243		201.30	2/8/2032		2,898		571,978		4,954		977,771
	2/8/2023(6)		—		15,208		162.07	2/8/2033		4,114		811,980		5,598		1,104,877
Wafaa Mamilli	2/11/2020(4)		16,951		—		144.03	2/10/2030		—		—		—		—
	2/10/2021(4)		—		6,279		160.62	2/9/2031		3,775(5)		745,046		—		—
	2/8/2022(4)		—		5,377		201.30	2/8/2032		1,386		273,555		2,369		467,570
	2/8/2023(6)		—		7,633		162.07	2/8/2033		2,065		407,569		2,810		554,610
Heidi C. Chen	2/12/2019		14,921		—		87.51	2/11/2029		—		—		—		—
	2/11/2020		9,581		—		144.03	2/10/2030		—		—		—		—
	2/10/2021(4)		—		8,758		160.62	02/09/31		5,266(5)		1,039,330		—		—
	2/8/2022(4)		—		6,477		201.30	2/8/2032		1,669		329,411		2,853		563,097
	2/8/2023(6)		—		7,834		162.07	2/8/2033		2,119		418,227		2,883		569,018
Robert J. Polzer	2/10/2021(4)		—		1,057		160.62	2/9/2031		636(5)		125,536		—		—
	2/8/2022(4)		—		5,455		201.30	2/8/2032		1,405		277,305		2,404		474,477
	2/8/2023(6)		—		7,260		162.07	2/8/2033		1,964		387,635		2,672		527,373

Name	RSU Awards		Earned Performance Award Units		Total Number of Units that Have Not Vested
Kristin C. Peck		14,673		22,057		36,730
Wetteny Joseph		27,880		—		27,880
Wafaa Mamilli		1,508		2,267		3,775
Heidi C. Chen		2,104		3,162		5,266
Robert J. Polzer		254		382		636