Zoetis Inc DEF 14A, filed Apr 6, 2023

About this DEF 14A

Zoetis Inc. (ZTS)

DEF 14A 2023-04-06

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Added on June 12, 2026

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 (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 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 filed this DEF 14A on April 6, 2023.

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		Items of Business
		1. Election of eight directors until the 2024 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 2023
		4. Approval of an amendment to our Restated Certificate of Incorporation to create a right to call a special meeting
		5. Shareholder proposal regarding ability to call a special meeting
		6. Such other business as may properly come before the Annual Meeting of Shareholders

	Proxy Summary					1
	2023 Annual Meeting					1
	Voting Matters and Board Recommendations					1
	2022 Business Highlights					2
	Our Purpose and Core Beliefs					3
	Director Skills, Experience and Demographic Information					10
	Corporate Governance at Zoetis					13
	Item 1 — Election of Directors					13
	Information about Directors					15
	Key Corporate Governance Features					26
	Corporate Governance Principles and Practices					27
	Compensation of Directors					35
	Executive Compensation					39
	Item 2 — Advisory Vote to Approve Our Executive Compensation (“Say on Pay”)					39
	Compensation Discussion and Analysis					40
	Report of the Human Resources Committee					64
	Executive Compensation Tables					65
	Pay Versus Performance					75
	Equity Compensation Plans					79
	Audit Committee Matters					80
	Item 3 — Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for 2023					80
	Policy on Pre-Approval of Audit Firm Services					81
	Report of the Audit Committee					83
	Charter Amendment					84
	Item 4 — Approval of an Amendment to our Restated Certificate of Incorporation to Create a Right to Call a Special Meeting					84
	Shareholder Proposal					87
	Item 5 — Shareholder Proposal Regarding Ability to Call a Special Meeting					87

	Ownership of our Common Stock					90
	Stock Ownership Tables					90
	Delinquent Section 16(a) Reports					91
	Transactions With Related Persons					92
	Policy Concerning Related Person Transactions					92
	Related Person Transactions					92
	Information About the Annual Meeting and Voting					93
	Virtual Annual Meeting Information					93
	How to View Proxy Materials Online					94
	How to Vote by Proxy					94
	Revocation of Proxies					95
	Voting at the Meeting					95
	Quorum and Required Vote					95
	Effect of Not Casting Your Vote					96
	Cost of Proxy Solicitation					96
	Availability of Voting Results					97
	Questions					97
	Information About Submitting Shareholder Proposals and our 2024 Annual Meeting					98
	Appendix A: Right to Call a Special Meeting Amendment					A-1

		Time and Date				Thursday, May 18, 2023, at 8:00 a.m. EDT
		Place				Online virtual meeting at: www.virtualshareholdermeeting.com/ZTS2023
		Record Date				Close of business on March 24, 2023
		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 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 Thursday, May 18, 2023 8:00 a.m. Eastern Daylight Time
		Where Virtual meeting webcast at: www.virtualshareholdermeeting.com/ZTS2023
		Record Date Close of Business on March 24, 2023

		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 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2023:
		Zoetis Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022 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 6, 2023, 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 2022 Annual Report and vote online.

	• Paul M. Bisaro			• Gregory Norden
	• Vanessa Broadhurst			• Louise M. Parent
	• Frank A. D’Amelio			• Kristin C. Peck
	• Michael B. McCallister			• Robert W. Scully

	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, 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 • In 2023, written responses to evaluations will be supplemented with individual one-on-one interviews
	Accountability				• In uncontested director elections, our directors are elected by a majority of votes cast • Each of our directors is elected annually (declassification of our Board over a three-year period began in 2022 and commencing in 2024 all of our directors will be 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 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), 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 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 2022, Zoetis published its 2021 Sustainability Progress Update and 2021 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 • In 2021, Zoetis participated in the CDP (formerly the Carbon Disclosure Project) climate change survey for the first time and submitted for scoring in 2022 • In 2022, Zoetis participated in the CDP water survey for the first time

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)		$	50,000		$	240,000			—		$	290,000
Frank A. D’Amelio(6)		$	100,000		$	240,000		$	5,000		$	345,000
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			—		$	365,000
Linda Rhodes(6)		$	100,000		$	240,000		$	5,000		$	345,000
Robert W. Scully(11)		$	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 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.

		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 2022, 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 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 2022, 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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													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		$	11,200,000		$	14,200,000		8%		13%		79%
Wetteny Joseph		$	700,000		$	630,000		$	2,300,000		$	3,630,000		19%		17%		64%
Glenn C. David		$	725,000		$	652,500		$	2,772,500		$	4,150,000		17%		16%		67%
Heidi C. Chen		$	615,000		$	430,500		$	1,325,000		$	2,370,500		26%		18%		56%
Wafaa Mamilli		$	650,000		$	520,000		$	1,100,000		$	2,270,000		29%		23%		48%

	2022 Results			Foreign Exchange Adjustments			2022 AIP Results			2022 AIP Target			AIP Results as a Percent of Target
Revenue*			$8,080			$141			$8,221			$8,449		97%
Adjusted Diluted EPS		$	4.88		$	0.27		$	5.15		$	5.23		98%
Free Cash Flow*		$	1,326		$	125		$	1,451		$	1,844		79%

	CEO 2022 Achievements
	Financial Achievements			We continue to create shareholder value through our consistently strong financial performance. We delivered our ninth 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. Zoetis has 15 blockbuster products each generating over $100 million in annual sales, representing more than one-third of the animal health industry. In 2022, we achieved over 200 approvals, including new product innovations and product lifecycle enhancements and geographic expansions around the world. For Companion Animals: • Solensia®, a monoclonal antibody therapy for the alleviation of osteoarthritis (OA) pain in cats, was approved in the U.S., Australia and Japan. • Librela® was approved in several key markets globally for the alleviation of OA pain in dogs. • Updated labels for Simparica Trio®, our once-monthly chewable combination parasiticide. • Received approvals in several markets for Apoquel® chewable for treating atopic dermatitis. • Introduced Cytopoint® injectable in China to treat canine itch. For Livestock: • Gained approval for Protivity®, a vaccine that protects cattle against respiratory disease in the U.S. • Gained U.S. approval for Valcor™, a broad-spectrum combination parasiticide. • Received expanded label approval in the U.S. for Synovex Choice®, Synovex Plus® and Synovex® One Feedlot, implant products that will support beef producers’ productivity goals. • Received market authorization in numerous international markets for Draxxin® KP to treat bovine respiratory disease and control fever. • Received approval for Lawsotek™, a vaccine that helps protect healthy pigs three weeks of age or older against disease caused by a common bacterium. • Expanded our vaccine offering in the U.S. with Poulvac® Procerta™ HVT-IBD-ND, which helps provide early protection for poultry against Marek’s disease, infectious bursal disease and Newcastle disease in one dose. In addition, we continued to develop innovative applications for our diagnostic platform, Vetscan Imagyst®, such as digital cytology and blood smear diagnostics to support veterinarians as they care for dogs and cats.
	Enhance Customer Experience			In 2022, we continued to work collaboratively and side by side with customers to ensure the delivery of innovations that keep animals healthy and productive: • By optimizing our supply chain, we largely managed through the scarcity of raw materials, labor shortages, transportation disruptions and changing customer demands due to the pandemic. • We expanded our manufacturing capacity in many of our manufacturing sites including Kalamazoo, Michigan; Lincoln, Nebraska; and Rathdrum, Ireland. • In China, we also expanded our biologics manufacturing facility in Suzhou and opened two reference laboratories in Shanghai and Beijing to expand our diagnostics services and help improve animal care for veterinarians. • In Ireland, we broke ground for an expansion at our facility in Tullamore to increase our capacity over time for producing veterinary monoclonal antibodies. • In Australia — a critical region for growth — we completed our acquisition of Jurox, bringing Zoetis a wide range of veterinary medicines for treating companion animals and livestock.
	Lead in Digital and Data			Zoetis is building data insights that bring value to customers and inform new research and development programs. We expanded our digital and data capabilities in 2022: • We acquired Basepaws to provide veterinarians and pet owners with key genetic information so they can better understand a pet’s risk for disease. • We also acquired NewMetrica, which provides digital instruments that measure health-related quality of life in dogs and cats. • We are also digitally enabling our sales force in more markets through artificial intelligence and predictive analytics that help our sales teams better understand and meet their customers’ needs. Capabilities that began in the U.S. are being adapted internationally to optimize the way sales and marketing teams reach their goals and customize support for their customers.

	CEO 2022 Achievements
	Cultivate a High-Performing Organization			We worked to engage and retain a high-performing workforce in 2022: • We continued to advance our 2020 Diversity, Equity and Inclusion (DEI) education journey, which emphasizes that differences are valued and welcomed at Zoetis. • Colleague engagement scores have remained high since the pandemic, a testament to multiple efforts to help colleagues grow their careers, safeguard their well-being in uncertain times, and fulfill their personal commitments. • In 2022, markets around the world recognized Zoetis as a top employer for our workforce culture, such as inclusion on “best company” lists for working parents, LGBTQ+ colleagues, and multicultural and executive women.
	Champion a Healthier and More Sustainable Future			On many fronts, we championed a more sustainable future in 2022 in keeping with our purpose — from combatting diseases that pose the greatest risk to animals and people, to providing disaster relief, advancing the veterinary profession and improving our environmental footprint. • This included our fifth year of progress in building sustainable farming production in Sub-Saharan Africa through our African Livestock Productivity and Health Advancement (A.L.P.H.A.) initiative. • In 2022, the Zoetis Foundation distributed $5.7 million in grants to help enable thriving professions and livelihoods for livestock farmers and veterinary professionals as well as relief efforts in Ukraine. This included more than $2.5 million in veterinary scholarships to support more than 500 students. • To help colleagues and customers in Ukraine, Zoetis colleagues contributed more than $96,000 to the Red Cross, which was matched by the Zoetis Foundation. The Foundation also made an initial donation of $150,000 to the Red Cross to support those impacted by the war in Ukraine. • Taking steps to protect our planet, we launched a strategy to achieve carbon neutrality in our operations and 100% renewable energy by 2030. We have since developed a detailed path to achieve our carbon neutral goal. • Our actions to benefit communities, animals and the planet earned Zoetis notable recognitions, including Fast Company’s 2022 list of Most Innovative Companies, and DiversityInc’s Noteworthy Company and a Top Company for Board of Directors.

	NEO *			2022 Achievements *
	Wetteny Joseph EVP and CFO			• Significantly improved forecasting accuracy and systems, and enhanced finance’s use of automation, machine learning and advanced analytics. • Successfully refinanced debt and executed 2022 plan for repatriation to the U.S. • 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 that create shareholder value for Zoetis in the short and long term, including playing a critical role in the closing of Jurox in Australia and the acquisition of Basepaws in the U.S.
	Heidi C. Chen EVP, General Counsel and Corporate Secretary; Business Lead of Human Health Diagnostics			• Oversaw the granting of nearly 450 patents globally in 2022, including in-licensed patents, and filed over 160 new patent applications. • Advanced key business development activities to supplement innovative pipeline, including regulatory clearance of Jurox in Australia. • Provided strategic leadership in driving favorable resolutions of litigation. • Significantly exceeded financial commitments for human health diagnostics and successfully led strategic initiative related to next generation Piccolo instrument. • Provided strategic support and advice to Board on governance, including related to the evolution of Board and Committee composition.
	Wafaa Mamilli EVP, Chief Digital and Technology Officer and Group President, China, Brazil and Precision Animal Health			• Advanced Zoetis’ digital, data and analytics talent transformation demonstrated by successfully executing against aggressive hiring and retention goals, increasing our diversity metrics, upskilling (engaging in training to build tech, leadership or digital skills) over 90% of the technology colleagues, and significantly improving colleague engagement. • Launched the first phase of the Zoetis-wide Digital Fluency for All program with a new learning platform, reverse mentoring and data science forum enabling colleagues to increase their digital savviness and adopt more agile, nimble ways of working across the entire organization. • Leveraged Zoetis’ data and analytics platform to mature our value-driven analytics and data-science capabilities, which are now driving sizable business outcomes across all areas of the enterprise. • Successfully deployed Zoetis’ Artificial Intelligence-based, commercial platform, Next Generation Sales Engine (NGSE), beyond the U.S. into three international markets.

NEO	AIP Target Amount			AIP Award % of Target		AIP Award Paid
Kristin C. Peck		$	1,800,000		73%		$	1,314,000
Wetteny Joseph		$	630,000		73%		$	459,900
Glenn C. David(a)		$	652,500		0%		$	0
Heidi C. Chen		$	430,500		73%		$	314,265
Wafaa Mamilli(b)		$	486,667		73%		$	355,267

	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 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 total shareholder return results
	The performance award unit vesting schedule is as follows:
	If the Relative TSR for the 2022-2024 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.				• 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, 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 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 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		$	11,200,000		$	2,800,000		$	2,800,000		$	5,600,000		54,751		13,909		23,777
Wetteny Joseph		$	2,300,000		$	575,000		$	575,000		$	1,150,000		11,243		2,856		4,882
Glenn C. David		$	2,772,500		$	693,125		$	693,125		$	1,386,250		13,553		3,443		5,885
Heidi C. Chen		$	1,325,000		$	331,250		$	331,250		$	662,500		6,477		1,645		2,812
Wafaa Mamilli		$	1,100,000		$	275,000		$	275,000		$	550,000		5,377		1,366		2,335

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		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
		2020		1,100,000				5,684,840		1,894,975		1,531,200		163,297		10,374,312
Wetteny Joseph Executive Vice President (“EVP”) and Chief Financial Officer		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
Glenn C. David(5) EVP and Group President, U.S. Operations, Global Diagnostics and BioDevices		2022		725,000				2,079,111		693,100		—		136,359		3,633,570
		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
Heidi C. Chen EVP, General Counsel and Corporate Secretary; Business Lead of Human Health Diagnostics		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

Wafaa Mamilli(6) EVP, Chief Digital and Technology Officer and Group President for China, Brazil and Precision Animal Health		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
		2020		556,489		1,250,000		974,788		574,978		559,680		237,263		4,153,198

	Performance Award Unit Grants in 2022
Name	Grant date target payout $		Maximum Value at Grant Date $
Kristin C. Peck		5,599,959		11,199,918
Wetteny Joseph		1,149,809		2,299,618
Glenn C. David		1,386,035		2,772,070
Heidi C. Chen		662,282		1,324,564
Wafaa Mamilli		549,939		1,099,878

Name	Company Contributions to Defined Contribution Plan (i)($)		Company Contributions Under the Zoetis Supplemental Savings Plan (ii)($)		Relocation (iii) ($)		Other (iv)($)		All Other Compensation ($)
Kristin C. Peck		24,400		258,800		—		6,533		289,733
Wetteny Joseph		24,400		69,323		—		1,725		95,448
Glenn C. David		17,381		115,032		—		3,946		136,359
Heidi C. Chen		24,400		76,461		—		5,821		106,682
Wafaa Mamilli		24,400		82,299		2,134		5,728		114,561

				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)		2/8/2022																54,751		201.30		2,799,966
	Restricted Stock Units(5)		2/8/2022														13,909						2,799,882
	Performance Award Units(6)		2/8/2022								0		23,777		47,554								5,599,959
Wetteny Joseph	Annual Incentive				0		630,000		1,260,000
	Stock Options(5)		2/8/2022																11,243		201.30		574,967
	Restricted Stock Units(5)		2/8/2022														2,856						574,913
	Performance Award Units(6)		2/8/2022								0		4,882		9,764								1,149,809
Glenn C. David	Annual Incentive				0		652,500		1,305,000
	Stock Options(5)		2/8/2022																13,553		201.30		693,100
	Restricted Stock Units(5)		2/8/2022														3,443						693,076
	Performance Award Units(6)		2/8/2022								0		5,885		11,770								1,386,035
Heidi C. Chen	Annual Incentive				0		430,500		861,000
	Stock Options(5)		2/8/2022																6,477		201.30		331,234
	Restricted Stock Units(5)		2/8/2022														1,645						331,139
	Performance Award Units(6)		2/8/2022								0		2,812		5,624								662,282
Wafaa Mamilli	Annual Incentive				0		486,667		973,334
	Stock Options(5)		2/8/2022																5,377		201.30		274,980
	Restricted Stock Units(5)		2/8/2022														1,366						274,976
	Performance Award Units(6)		2/8/2022								0		2,335		4,670								549,939

		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 (#)(1)(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	2/27/2015		37,132		—		46.09	2/26/2025		—		—		—		—
	2/19/2016		35,250		—		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		29,916(5)		4,384,190		—		—
	2/10/2021		—		61,078		160.62	2/9/2031		14,543		2,131,277		22,374		3,278,910
	2/8/2022		—		54,751		201.30	2/8/2032		13,988		2,049,941		23,912		3,504,304
Wetteny Joseph	6/30/2021		—		—		—	—		27633		4,049,616		—		—
Wetteny Joseph	2/8/2022		—		11,243		201.30	2/8/2032		2,872		420,892		4,910		719,561
Glenn C. David	2/11/2020		—		18,794		144.03	2/10/2030		10,064(5)		1,474,879		—		—
	2/10/2021		—		18,326		160.62	2/9/2031		4,363		639,398		6,713		983,790
	2/8/2022		—		13,553		201.30	2/8/2032		3,463		507,503		5,919		867,429
Heidi C. Chen	2/12/2019		14,921		—		87.51	2/11/2029		—		—		—		—
	2/11/2020		—		9,581		144.03	2/10/2030		5,130(5)		751,802		—		—
	2/10/2021		—		8,758		160.62	02/09/31		2,085		305,557		3,208		470,132
	2/8/2022		—		6,477		201.30	2/8/2032		1,654		242,394		2,828		414,443
Wafaa Mamilli	2/11/2020		—		16,951		144.03	2/10/2030		4,246(5)		622,251		—		—
	2/10/2021		—		6,279		160.62	2/9/2031		1,495		219,092		2,300		337,065
	2/8/2022		—		5,377		201.30	2/8/2032		1,374		201,360		2,348		344,099

Name	RSU Awards		Earned Performance award units		Total Number of Units that Have Not Vested
Kristin C. Peck		13,380		16,536		29,916
Wetteny Joseph		—		—		—
Glenn C. David		4,501		5,563		10,064
Heidi C. Chen		2,294		2,836		5,130
Wafaa Mamilli		2,501		1,745		4,246