Zoetis Inc PRE 14A, filed Mar 18, 2022

Board Committees

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 (including 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 ESG and sustainability

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 2022-03-18 For: 2022-05-19

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Added on October 16, 2026

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		ITEMS OF BUSINESS
		1. Election of Class III Directors until the 2025 Annual Meeting of Shareholders for a three-year term (or until the 2023 Annual Meeting of Shareholders for a one-year term if Item 6 is approved and the Declassification Amendment is filed and becomes effective) as set forth in this proxy statement
		2. Advisory vote to approve our executive compensation
		3. Approval of an amendment and restatement of our 2013 Equity and Incentive Plan
		4. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022
		5. Approval of an amendment to our Restated Certificate of Incorporation to eliminate supermajority voting provisions and certain provisions related to Pfizer Inc.
		6. Approval of an amendment to our Restated Certificate of Incorporation to declassify the Board of Directors
		7. Vote on a shareholder proposal regarding electing each director annually, if properly presented at the Annual Meeting of Shareholders
		8. Such other business as may properly come before the Annual Meeting of Shareholders

	PROXY SUMMARY					1
	2022 Annual Meeting					1
	Voting Matters and Board Recommendations					1
	2021 Business Highlights					3
	Our Purpose and Values					4
	Summary Information About Our Director Nominees and Continuing Directors					10
	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					29
	EXECUTIVE COMPENSATION					33
	ITEM 2 — ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION (“SAY ON PAY”)					33
	Compensation Discussion and Analysis					34
	Report of the Human Resources Committee					59
	Executive Compensation Tables					60
	Equity Compensation Plans					70
	ITEM 3 — APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2013 EQUITY AND INCENTIVE PLAN					71
	AUDIT COMMITTEE MATTERS					86
	ITEM 4 — RATIFICATION OF APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022					86
	KPMG Fees and Services					86
	Policy on Pre-Approval of Audit Firm Services					87
	Report of the Audit Committee					89
	CHARTER AMENDMENTS					90
	ITEM 5 — APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS AND THE PFIZER PROVISIONS					90

	ITEM 6 — APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD					92
	SHAREHOLDER PROPOSAL					94
	ITEM 7 — SHAREHOLDER PROPOSAL REGARDING ELECTING EACH DIRECTOR ANNUALLY					94
	OWNERSHIP OF OUR COMMON STOCK					96
	Stock Ownership Tables					96
	Delinquent Section 16(a) Reports					97
	TRANSACTIONS WITH RELATED PERSONS					98
	Policy Concerning Related Person Transactions					98
	Related Person Transactions					98
	INFORMATION ABOUT THE ANNUAL MEETING AND VOTING					99
	Virtual Annual Meeting Information					99
	How to View Proxy Materials Online					100
	How to Vote by Proxy					100
	Revocation of Proxies					101
	Voting at the Meeting					101
	Quorum and Required Vote					101
	Effect of Not Casting Your Vote					102
	Cost of Proxy Solicitation					103
	Availability of Voting Results					103
	Questions					103
	INFORMATION ABOUT SUBMITTING SHAREHOLDER PROPOSALS AND OUR 2023 ANNUAL MEETING					104
	APPENDIX A: AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN					A-1
	APPENDIX B: SUPERMAJORITY AMENDMENT					B-1
	APPENDIX C: DECLASSIFICATION AMENDMENT					C-1

		Time and Date				Thursday, May 19, 2022, at 8:00 a.m. EDT
		Place				Online virtual meeting at: www.virtualshareholdermeeting.com/ZTS2022
		Record Date				Close of business on March 25, 2022
		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.

Name	Age(1)		Position(s) with the Company	Term Expires
Paul M. Bisaro*		61	Director		2022 (2)
Frank A. D’Amelio*		64	Director		2022(2)
Sanjay Khosla*		70	Director		2024
Antoinette Leatherberry*		60	Director		2024
Michael B. McCallister*		69	Non-Executive Chair of the Board and Director		2022(2)
Gregory Norden*		64	Director		2023
Louise M. Parent*		71	Director		2023
Kristin C. Peck		50	CEO and Director		2023
Willie M. Reed*		67	Director		2024
Linda Rhodes*		72	Director		2024
Robert W. Scully*		72	Director		2023

		WHEN Thursday, May 19, 2022 8:00 a.m. Eastern Daylight Time
		WHERE Virtual meeting webcast at: www.virtualshareholdermeeting.com/ZTS2022
		RECORD DATE Close of Business on March 25, 2022

		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 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2022:
		Zoetis Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021 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 , 2022, 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 2021 Annual Report and vote online.

	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				• Board Chair is an independent director and is elected by the Board annually
	Board Committees				• All four Board Committees — Audit, Human Resources, Corporate Governance and Sustainability, 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 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				• Our Board conducts an annual evaluation of itself and each of its Committees
	Accountability				• In uncontested director elections, our directors are elected by a majority of votes cast • Each share of common stock is entitled to one vote • Our Code of Conduct fosters a culture of honesty and accountability • Anti-hedging and anti-pledging policies covering directors and employees • Claw-back policy covering incentive compensation paid to executives
	Director Stock Ownership				• Each non-employee director is required to hold Zoetis stock worth at least $500,000 (including share equivalent units), subject to a five-year grace period
	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 employees 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 & ESG/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 2021, Zoetis published our first Sustainability Report, which takes 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 • In 2021 Zoetis participated in the CDP (formerly the Carbon Disclosure Project) climate change survey for the first time

Name	Fees Earned or Paid in Cash($)(1)			Stock Awards ($)(2)(3)			Option Awards($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings($)		All Other Compensation ($)		Total ($)
Juan Ramón Alaix(4)		$	41,667		$	230,000		—		—		—		—		$	271,667
Paul M. Bisaro(5)		$	114,583		$	230,000		—		—		—		—		$	344,583
Frank A. D’Amelio(6)		$	100,000		$	230,000		—		—		—		—		$	330,000
Sanjay Khosla(6)		$	100,000		$	230,000		—		—		—		—		$	330,000
Antoinette R. Leatherberry(6)		$	100,000		$	230,000		—		—		—		—		$	330,000
Michael B. McCallister(7)		$	264,583		$	230,000		—		—		—		—		$	494,583
Gregory Norden(8)		$	125,000		$	230,000		—		—		—		—		$	355,000
Louise M. Parent(9)		$	110,417		$	230,000		—		—		—		—		$	340,417
Willie M. Reed(10)		$	110,417		$	230,000		—		—		—		—		$	340,417
Linda Rhodes(6)		$	100,000		$	230,000		—		—		—		—		$	330,000
Robert W. Scully(11)		$	125,000		$	230,000		—		—		—		—		$	355,000
William C. Steere, Jr.(12)		$	41,667		$	230,000		—		—		—		—		$	271,667

	NEO				Title
	Kristin C. Peck				Chief Executive Officer (“CEO”)
	Wetteny Joseph				Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”) since June 1, 2021
	Glenn C. David				EVP and Group President, International Operations, Aquaculture, BioDevices and Pet Insurance since June 1, 2021; EVP and CFO until May 31, 2021
	Catherine A. Knupp*				EVP, President of Research and Development
	Roman Trawicki				EVP, President of Global Manufacturing and Supply
	Heidi C. Chen				EVP, General Counsel and Corporate Secretary; Lead of Human Health Diagnostics

		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.
		✓			Maintain a three-year cliff vesting schedule for equity-based long-term incentive awards.
		✓			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 employees, including our NEOs.
		✓			Maintain anti-hedging and anti-pledging policies applicable to our directors and employees, 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.
		✓			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.


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		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 employees 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 employee 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 2021, 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 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. • 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 2021, 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).

	Agilent Technologies, Inc.				IDEXX Laboratories, Inc.
	Alexion Pharmaceuticals, Inc.*				Illumina, Inc.
	Baxter International Inc.				Intuitive Surgical, Inc.
	Becton, Dickinson and Company				IQVIA Holdings Inc.
	Biogen Inc.				Mettler-Toledo International Inc.
	Boston Scientific Corporation				Stryker Corporation
	Elanco Animal Health Incorporated				Thermo Fisher Scientific Inc.
	Gilead Sciences, Inc.				Zimmer Biomet Holdings, 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		$	1,560,000		$	9,240,000		$	12,000,000		10%		11%		79%
Wetteny Joseph		$	675,000		$	540,000		$	2,200,000		$	3,415,000		20%		16%		64%
Glenn C. David		$	725,000		$	652,500		$	2,772,500		$	4,150,000		17%		16%		67%
Catherine A. Knupp		$	710,000		$	568,000		$	1,825,000		$	3,103,000		23%		18%		59%
Roman Trawicki		$	675,000		$	540,000		$	1,400,000		$	2,615,000		26%		21%		53%
Heidi C. Chen		$	615,000		$	430,500		$	1,325,000		$	2,370,500		26%		18%		56%

	2021 Results			Foreign Exchange Adjustments			2021 AIP Results			2021 AIP Target			AIP Results as a Percent of Target
Revenue*		$	7,776		$	36		$	7,812		$	7,287		107%
Adjusted Diluted EPS		$	4.70		$	0.04		$	4.74		$	4.27		111%
Free Cash Flow*		$	1,736		$	18		$	1,754		$	1,602		110%

	CEO 2021 Achievements
	Financial Achievements			We continue to create shareholder value through our consistently strong financial performance. We delivered our eighth-consecutive year of operational revenue growth and increased profitability.
	Drive Innovative Growth			We delivered innovative solutions across the continuum of care by focusing our research and development in key opportunity areas. For Companion Animals: • Expanded Simparica Trio® to new markets in 2021, including Japan and Mexico, following its successful debut in the EU, United States, Australia and Canada. • Received approval in Canada, Brazil and the U.K. for Librela® and in the EU, the U.K. and Canada for Solensia®, the first injectable monoclonal antibody therapies for the alleviation of pain associated with osteoarthritis in dogs and cats, respectively. • Received approvals in China for Cytopoint® and Revolution PLUS® and in the EU and the U.K. for Apoquel® chewable. • Received approval in Brazil for our intranasal respiratory vaccine for dogs, Vanguard® Intranasal i-III. For Livestock: • Expanded Poulvac® Procerta™ HVT-ND for poultry into new markets, including Brazil, Canada and the Philippines. • Received vaccine approval in certain countries in the EU for Alpha Ject® Micro 2000 for protection against two bacterial infections in sea bass. • Received vaccine approval for Fostera® PCV MH One bottle in China.
	Business Development			• We announced an agreement to acquire Jurox, an Australia-based animal health company that develops, manufactures and markets a wide range of veterinary medicines for treating companion animals and livestock.
	Enhance Customer Experience			• We maintained quality, reliable supply for our markets throughout the COVID-19 global pandemic and executed supply protection contingencies. • We maintained our strong focus on customer experience throughout 2021. We completed implementation of Net Promoter Scores across the United States and our top 12 international markets and improved in key metrics versus 2020. • We launched our first online portal for presenting user-friendly diagnostic data to customers, while improving the connectivity of our systems with various practice information management software.
	Lead in Digital and Data			We expanded our digital and data capabilities in 2021: • Launched our Vetscan Imagyst™ diagnostic platform, and now offer our veterinary customers a network of expert remote pathologists for cytology diagnostics in addition to AI technology for fecal testing. • Expanded our Virtual Recall software to more veterinary clinics to improve engagement with pet owners and provide tailored communications based on each pet’s quality of life. • Increased our digital capabilities across our internal teams, including our Global Manufacturing and Supply, Commercial and Finance teams.

	CEO 2021 Achievements
	Cultivate a High-Performing Organization			We worked to engage and retain a high-performing workforce: • We continued to adapt our workplace employee benefits and policies to ensure colleague safety and well-being during the COVID-19 global pandemic. • Our colleague engagement rate (88% as measured by our 2021 Colleague Engagement Surveys) remains very high relative to peers, confirming a highly engaged workforce. • Since setting our DE&I aspirations in 2020, we have raised the overall representation of Black colleagues, other colleagues of color and women colleagues; and we also established Colleague Resource Groups that are expanding communities of interest and allyship within Zoetis. • We were named among America’s Best Midsize Companies by Forbes, and we also received Great Place to Work accolades in several markets. We were recognized among the 100 Best Companies for Working Parents by Seramount (formerly Working Mother Media), and, for the first time, made the list of the Best Companies for Dads. DiversityInc recognized us as a Noteworthy Company and a Top Company for Board of Directors, and we were also recognized as a Best Company for Latinos (Latino Leader Magazine) and a Best Place to Work for LGBTQ Equality (Human Rights Campaign).
	Champion a Healthier and More Sustainable Future			• We launched our Driven to Care long-term sustainability strategy in 2021, which brings to life specific commitments to Communities, Animals and the Planet. • We committed $35 million over five years through the newly established Zoetis Foundation, which focuses grantmaking on strategic priority areas to advance opportunity for veterinarians and farmers globally in the areas of education, wellness and improved livelihoods. • We donated thousands of doses of our COVID-19 vaccine for animals to zoos across 14 countries as well as to multiple conservatories, sanctuaries, academic institutions, and government organizations. • We advanced sustainable livestock farming through our African Livestock Productivity and Health Advancement (“A.L.P.H.A.”) initiative.

	NEO			2021 Achievements
	Wetteny Joseph EVP and CFO since June 1, 2021			As EVP and CFO, Mr. Joseph: • Ensured effective resource allocation to maximize 2021 financial performance for Zoetis, while balancing lingering impacts of COVID-19. Deployed incremental resources in various areas while still delivering an operationally leveraged P&L. • Continued strong emphasis on external financial reporting quality and Sarbanes-Oxley Act (“SOX”) compliance, and fully integrated acquired companies into the Zoetis SOX framework, as required. • Pursued strategically aligned business development opportunities to drive growth and shareholder value creation, including playing a critical role in the agreement to acquire Jurox in Australia. • Successfully led several integrations of acquired businesses.

	NEO			2021 Achievements
	Glenn C. David EVP and Group President, International Operations, Aquaculture, BioDevices and Pet Insurance since June 1, 2021; EVP and CFO until May 31, 2021			As EVP and Group President, International Operations, Aquaculture, BioDevices and Pet Insurance, Mr. David: • Exceeded financial commitments delivering strong revenue and IBT growth, and outpacing growth in International markets. Aquaculture and Pumpkin insurance businesses also significantly exceeded their revenue goals. • Delivered strong results in key dermatology and parasiticide portfolios through increased investment behind these key areas of growth. Achieved tremendous success with our pain monoclonal antibody therapy launches, significantly exceeding our expectations and drove strong growth in our diagnostic business. • Continued to enhance our engagement and high performance culture by completing the Senior Emerging Leaders initiative, significantly increasing the number of women leaders in our International operations and increasing communications within the organization.
	Dr. Catherine A. Knupp EVP, President of Research and Development			As EVP, President of Research and Development, Dr. Knupp led efforts that generated new product approvals and lifecycle innovations across our product lines worldwide. • Our new products included: o Solensia®, the first injectable monoclonal antibody therapy to treat osteoarthritis pain in cats, in the EU and Canada; o Nilablend® in Australia; o Librela®, the first injectable monoclonal antibody therapy to treat osteoarthritis pain in dogs, in Canada, Brazil and the U.K.; o Draxxin® KP, an antimicrobial for livestock that delivers a full course of antibiotic therapy against bovine respiratory disease in a single dose, combined with the nonsteroidal anti-inflammatory ketoprofen for the control of pyrexia, in the United States and Canada; o Dectomax V® in Australia; and o Vanguard® Intranasal i-III an intranasal respiratory vaccine for dogs, in Brazil. • Our product lifecycle innovations included: o o Geographic expansion, new claim, new formulation or new species approvals for these key franchises: Vanguard®, Suvaxyn®, Fostera®, Cerenia®, Revolution® Plus, Simparica® , Simparica Trio®, Rispoval®, Procerta®, Draxxin®, Apoquel® and Cytopoint®; and o Product approvals in China for Cerenia® Injectable for Cats, Cytopoint®, Excenel RTU EZ®, Fostera® PCV MH One bottle and Revolution® Plus. • Maintained momentum in the R&D portfolio, including regulatory submissions and reviews.
	Roman Trawicki EVP, President of Global Manufacturing and Supply			As EVP, President of Global Manufacturing and Supply, Mr. Trawicki: • Maintained a reliable global supply of high-quality products throughout the COVID-19 global pandemic. • Successfully executed agreed-upon 2021 milestones in Plant Network Strategy, including with respect to our China Bio Plant and Rathdrum API plant. • Successfully advanced our “Protect Our Planet” Sustainability measures: o Renewable energy — conducted bid reviews with green energy providers; and o Energy Intensity — rolled out environmental metrics monitoring program with software to 45 sites.
	Heidi C. Chen EVP, General Counsel and Corporate Secretary; Lead of Human Health Diagnostics			As EVP, General Counsel and Corporate Secretary; Lead of Human Health Diagnostics, Ms. Chen: • Oversaw the granting of over 500 patents globally in 2021, including in-licensed patents, and filing of over 150 new patent applications, including those related to COVID-19. • Played a critical role in the agreement to acquire Jurox, an Australia-based animal health company that develops, manufactures and markets a wide range of veterinary medicines for treating companion animals and livestock. • Advanced data privacy compliance controls and enhanced our Enterprise Risk Management program. • Led improvements to our corporate compliance program, including a “Safe to Say” compliance reporting and non-retaliation campaign, enhanced compliance performance tracking, and enhancements to the Company’s internal investigation function. • Significantly exceeded financial commitments for human health diagnostics.

NEO	AIP Target Amount			AIP Award % of Target		AIP Award Paid
Kristin C. Peck		$	1,560,000		150%		$	2,340,000
Wetteny Joseph*		$	315,000		150%		$	472,500
Glenn C. David		$	652,500		156%		$	1,017,900
Catherine A. Knupp		$	568,000		150%		$	852,000
Roman Trawicki		$	540,000		156%		$	842,400
Heidi C. Chen		$	430,500		150%		$	645,750

	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 total shareholder return over the performance period relative to the S&P 500 Group. Dividend equivalents are applied 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 total shareholder return results
	The performance award unit vesting schedule is as follows:
	If the Relative TSR for the 2021-2023 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

	Performance Award Units (Continued)				Objectives
	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.				• 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 for three years following the date of the grant 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

	Restricted Stock Units				Objectives
	RSUs provide executives with the right to receive shares of our stock at the end of the three-year cliff-vesting period, generally subject to continued employment (with exceptions for certain terminations of employment). Dividend equivalents are applied 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		$	9,240,000		$	2,310,000		$	2,310,000		$	4,620,000		61,078		14,381		22,125
Wetteny Joseph*		$	5,100,000			—		$	5,100,000			—		—		27,366		—
Glenn C. David		$	2,772,500		$	693,125		$	693,125		$	1,386,250		18,326		4,315		6,638
Catherine A. Knupp		$	1,825,000		$	456,250		$	456,250		$	912,500		12,063		2,840		4,370
Roman Trawicki		$	1,400,000		$	350,000		$	350,000		$	700,000		9,254		2,179		3,352
Heidi C. Chen		$	1,325,000		$	331,250		$	331,250		$	662,500		8,758		2,062		3,172

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		2021		1,200,000		—		6,929,797		2,309,970		2,340,000		318,724		13,098,491
		2020		1,100,000		—		5,684,840		1,894,975		1,531,200		163,297		10,374,312
		2019		690,000		—		1,349,964		449,997		695,520		144,683		3,330,164
Wetteny Joseph(5)(6) EVP and CFO since June 1, 2021		2021		393,750		2,000,000		5,099,927		—		472,500		43,641		8,009,818
Wetteny Joseph(5)(6) EVP and CFO since June 1, 2021
Glenn C. David(5) EVP and Group President, International Operations, Aquaculture, BioDevices and Pet Insurance since June 1, 2021; EVP and CFO until May 31, 2021		2021		725,000		—		2,079,156		693,089		1,017,900		159,250		4,674,395
		2020		725,000		—		1,912,403		637,492		672,800		130,378		4,078,073
		2019		690,000		—		1,612,477		537,487		695,520		136,866		3,672,350
Catherine A. Knupp EVP, President of Research and Development		2021		710,000		—		1,368,661		456,223		852,000		168,376		3,555,260
		2020		710,000		—		1,349,924		449,983		658,880		137,097		3,305,884
		2019		690,000		—		1,349,964		449,997		678,960		142,301		3,311,222
Roman Trawicki(7) EVP, President of Global Manufacturing and Supply		2021		675,000		—		1,049,922		349,986		842,400		401,419		3,318,727
		2020		675,000		—		974,792		324,988		640,980		874,470		3,490,230
Heidi C. Chen EVP, General Counsel and Corporate Secretary; Lead of Human Health Diagnostics		2021		615,000		—		993,543		331,228		645,750		133,861		2,719,382

	Performance Award Unit Grants in 2021
Name	Grant date target payout $		Maximum Value at Grant Date $
Kristin C. Peck		4,619,921		9,239,842
Wetteny Joseph		—		—
Glenn C. David		1,386,081		2,772,162
Catherine A. Knupp		912,500		1,825,000
Roman Trawicki		699,931		1,399,862
Heidi C. Chen		662,345		1,324,690

Name	Company Contributions to Defined Contribution Plans (i)($)		Company Contributions Under the Zoetis Supplemental Savings Plan (ii)($)		International Assignment (iii)($)		Other (iv)($)		All Other Compensation ($)
Kristin C. Peck		33,350		280,340		—		5,034		318,724
Wetteny Joseph		33,350		9,642		—		649		43,641
Glenn C. David		27,996		127,397		—		3,857		159,250
Catherine A. Knupp		33,350		124,071		—		10,955		168,376
Roman Trawicki		102,242		—		298,978		199		401,419
Heidi C. Chen		33,350		94,804		—		5,707		133,861

				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		1,560,000		3,120,000
	Stock Options(5)		2/10/2021																61,078		160.62		2,309,970
	Restricted Stock Units(5)		2/10/2021														14,381						2,309,876
	Performance Award Units(6)		2/10/2021								0		22,125		44,250								4,619,921
Wetteny Joseph	Annual Incentive(7)				0		315,000		630,000
	Stock Options(5)		—																0		0		—
	Restricted Stock Units(8)		6/30/2021														27,366						5,099,927
	Performance Award Units(6)		—								0		0		0								—
Glenn C. David	Annual Incentive				0		652,500		1,305,000
	Stock Options(5)		2/10/2021																18,326		160.62		693,089
	Restricted Stock Units(5)		2/10/2021														4,315						693,075
	Performance Award Units(6)		2/10/2021								0		6,638		13,276								1,386,081
Catherine A. Knupp	Annual Incentive				0		568,000		1,136,000
	Stock Options(5)		2/10/2021																12,063		160.62		456,223
	Restricted Stock Units(5)		2/10/2021														2,840						456,161
	Performance Award Units(6)		2/10/2021								0		4,370		8,740								912,500
Roman Trawicki	Annual Incentive				0		540,000		1,080,000
	Stock Options(5)		2/10/2021																9,254		160.62		349,986
	Restricted Stock Units(5)		2/10/2021														2,179						349,991
	Performance Award Units(6)		2/10/2021								0		3,352		6,704								699,931
Heidi C. Chen	Annual Incentive				0		430,500		861,000
	Stock Options(5)		2/10/2021																8,758		160.62		331,228
	Restricted Stock Units(5)		2/10/2021														2,062						331,198
	Performance Award Units(6)		2/10/2021								0		3,172		6,344								662,345

		Option Awards							Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(1)(2)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that That Have Not Vested (#)(2)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Kristin C. Peck	3/4/2014		15,036		—		30.89	3/3/2024		—		—		—		—
	2/27/2015		37,132		—		46.09	2/26/2025		—		—		—		—
	2/19/2016		40,214		—		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		23,230(5)		5,668,817		—		—
	2/11/2020		—		55,866		144.03	2/10/2030		13,282		3,241,206		35,186		8,586,440
	2/10/2021		—		61,078		160.62	2/9/2031		14,437		3,523,061		44,422		10,840,301
Wetteny Joseph	6/30/2021		—		—		—	—		27,432(5)		—		—		—
Glenn C. David	2/27/2015		7,712		—		46.09	2/26/2025		—		—		—		—
	2/12/2019		—		24,678		87.51	2/11/2029		27,747(5)		6,771,100		—		—
	2/11/2020		—		18,794		144.03	2/10/2030		4,469		1,090,570		11,836		2,888,339
	2/10/2021		—		18,326		160.62	2/9/2031		4,332		1,057,138		13,328		3,252,432
Catherine A. Knupp	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		23,230(5)		5,668,817		—		—
	2/11/2020		—		13,266		144.03	2/10/2030		3,154		769,671		8,356		2,039,115
	2/10/2021		—		12,063		160.62	2/9/2031		2,851		695,730		8,774		2,141,119
Roman Trawicki	2/12/2019		—		13,774		87.51	2/11/2029		15,485(5)		3,778,805		—		—
	2/11/2020		—		9,581		144.03	2/10/2030		2,278		555,900		6,034		1,472,477
	2/10/2021		—		9,254		160.62	2/9/2031		2,187		533,694		6,730		1,642,322
Heidi C. Chen	2/12/2019		—		14,921		87.51	2/11/2029		16,775(5)		4,093,603		—		—
	2/11/2020		—		9,581		144.03	2/10/2030		2,278		555,900		6,034		1,472,477
	2/10/2021		—		8,758		160.62	2/9/2031		2,070		505,142		6,368		1,553,983