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Soliciting Material Pursuant to §240.14a-12 |
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Zoetis Inc.
10 Sylvan Way Parsippany, NJ 07054 |
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When
Thursday, May 18, 2023
8:00 a.m. Eastern Daylight Time |
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Where
Virtual meeting webcast at: www.virtualshareholdermeeting.com/ZTS2023
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Record Date
Close of Business on March 24, 2023
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Items of Business
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1.
Election of eight directors until the 2024 Annual Meeting of Shareholders for a one-year term
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2.
Advisory vote to approve our executive compensation
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3.
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2023
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4.
Approval of an amendment to our Restated Certificate of Incorporation to create a right to call a special meeting
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5.
Shareholder proposal regarding ability to call a special meeting
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6.
Such other business as may properly come before the Annual Meeting of Shareholders
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How to Vote
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Shareholders on the Record Date are entitled to vote in the following ways:
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Call 1 (800) 690-6903
(toll free) |
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Visit
www.proxyvote.com |
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Return a properly
completed, signed and dated proxy card |
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Attend the Annual Meeting
of Shareholders webcast and vote your shares |
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| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2023: | | |
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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.
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| Director Skills, Experience and Demographic Information | | | | | 10 | | |
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98 | | | |
| | | | | A-1 | | |
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As used in this proxy statement, the terms “we”, “us”, “our”, the “Company” or “Zoetis” refer to Zoetis Inc.
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Time and Date
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Thursday, May 18, 2023, at 8:00 a.m. EDT
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Place
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| | | Online virtual meeting at: www.virtualshareholdermeeting.com/ZTS2023 | | |
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Record Date
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| | | Close of business on March 24, 2023 | | |
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Voting
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| | | Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the Annual Meeting. | | |
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Admission
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| | | 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. | | |
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Item of
Business |
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Our Board
Recommendation |
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Reasons for
Recommendation |
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See Page
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1.
Election of Eight Directors
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✓
FOR |
| | | The Zoetis Board of Directors (the “Board”) has concluded it is in the best interests of Zoetis and its shareholders for each of Paul M. Bisaro, Vanessa Broadhurst, Frank A. D’Amelio, Michael B. McCallister, Gregory Norden, Louise M. Parent, Kristin C. Peck and Robert W. Scully to continue serving as a Zoetis director because each nominee possesses skills, experience, and background, as reflected in their biographies set forth on pages 16 to 22, that enhance the quality of the Board. | | | | | | |
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2.
Advisory vote to approve our executive compensation (“Say on Pay”)
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✓
FOR |
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The Board believes that our executive compensation program is designed to attract, incent and reward our leadership for increasing shareholder value and align the interests of leadership with those of our shareholders on an annual and long-term basis.
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3.
Ratification of appointment of KPMG LLP as our independent registered public accounting firm for 2023
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✓
FOR |
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The Audit Committee and Board believe that the continued retention of KPMG as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.
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4.
Approval of an amendment to our Restated Certificate of Incorporation to create a right to call a special meeting
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✓
FOR |
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The Board believes that it is in the best interests of Zoetis and its shareholders to amend Zoetis’ Restated Certificate of Incorporation to create a right to call a special meeting.
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5.
Shareholder proposal regarding the ability to call a special meeting
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×
AGAINST
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The Board does not believe it is in the best interests of Zoetis or its shareholders to approve this shareholder proposal as it would risk giving one or a small group of shareholders a disproportionate amount of influence over Zoetis’ affairs and could impose a substantial cost and distraction to Zoetis’ Board and management team. The Board has determined that Zoetis’ proposal set forth in Item 4 addressing a special meeting right for shareholders is in the long-term best interests of Zoetis and our shareholders.
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At Zoetis, we are a global team committed to nurturing the world and humankind by advancing care for animals. For over 70 years, Zoetis has supported those who raise and care for animals — from veterinarians and pet owners to livestock farmers and ranchers.
Our purpose — to nurture the world and humankind by advancing care for animals — inspires how we are reimagining animal health. We focus on innovations across the continuum of care for animals — from prediction and prevention to detection and treatment of disease — as well as in digital and data analytics to help accelerate the achievement of those goals. We also continue to promote and develop our highly engaged colleagues who help us champion a healthier, more sustainable future.
At Zoetis, our colleagues drive success and fuel our purpose. Colleagues around the globe take pride in our positive company culture. Our culture is founded on our Core Beliefs, which are part of the promise we make to our customers, investors and partners, and to each other as members of One Zoetis team. Our Core Beliefs have helped us create an award-winning workplace and become an employer of choice in animal health.
In furtherance of our commitment to our purpose and Core Beliefs we recently adopted a Global Human Rights Policy to formalize our expectations for all of our colleagues and members of our supply chain globally to positively impact the protection of human rights.
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Skill / Experience
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Definition
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Academia
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Experience working in a university or other community concerned with the pursuit of research, education and scholarship
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Animal Health
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Experience working at an organization (including for profit, non-profit, academic, or otherwise) engaged in the production, care and/or maintenance of animals
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Consumer Products
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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
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Digital & Technology
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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
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Global Businesses
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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
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Human Capital
Management |
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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
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Life Sciences
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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
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Manufacturing & Supply
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Experience directly managing an organization or business function responsible for the manufacturing and/or supply of physical goods
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Marketing & Sales
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Experience developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation
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Mergers & Acquisitions
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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
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Research & Development
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Experience directly managing an organization or business function responsible for the discovery and/or development of products or services
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Public Company
Skill / Experience |
| | | Definition | | | |||
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Other Public Company Board Member
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Experience serving on the board of directors of a public company
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Public Company CEO
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Experience as a chief executive officer of a public company
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Public Company CFO; or Finance and Accounting
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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
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Public Company GC; Compliance; or Corporate Governance
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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
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Paul M.
Bisaro |
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Vanessa
Broadhurst |
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Frank A.
D’Amelio |
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Sanjay
Khosla |
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Antoinette R.
Leatherberry |
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Michael B.
McCallister |
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Gregory
Norden |
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Louise M.
Parent |
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Kristin C.
Peck |
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Willie M.
Reed |
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Linda
Rhodes |
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Robert W.
Scully |
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Skill / Experience
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Academia
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✓
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✓
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✓
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✓
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Animal Health
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✓
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✓
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✓
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✓
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✓
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✓
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Consumer Products
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✓
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✓
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✓
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✓
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| | | | | | |
✓
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✓
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✓
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| | | | | | | | | | | | | | | | | |
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Digital & Technology
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✓
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✓
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✓
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Global Businesses
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✓
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✓
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✓
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✓
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| | | | | | | | | | |
✓
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✓
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✓
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| | | | | | | | | | |
✓
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Human Capital Management
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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Life Sciences
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✓
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✓
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✓
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| | | | | | | | | | |
✓
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✓
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| | | | | | |
✓
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✓
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✓
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Manufacturing & Supply
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✓
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| | | | | | |
✓
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✓
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✓
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| | | | | | | | | | | | | |
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Marketing & Sales
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✓
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✓
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✓
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✓
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| | | | | | | | | | |
✓
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✓
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| | |
✓
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| | |
✓
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Mergers & Acquisitions
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✓
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✓
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| | |
✓
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| | |
✓
|
| | | | | | |
✓
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| | |
✓
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| | |
✓
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| | |
✓
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| | | | | | | | | | |
✓
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|
Research & Development
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| | | | | | | | | | | | | | |
✓
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| | | | | | |
✓
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| | | | | | | | | | | | | | |
✓
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| | |
✓
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Public Company Skill / Experience
|
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Other Public Company Board Member
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✓
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| | | | | | |
✓
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✓
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| | | | | | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
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| | | | | | |
✓
|
| | |
✓
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Public Company CEO
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✓
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| | | | | | | | | | | | | | | | | | |
✓
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| | | | | | | | | | |
✓
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| | | | | | |
✓
|
| | | | | |
|
Public Company CFO; or Finance and Accounting
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| |
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| | | | | | | | | | |
✓
|
| | | | | | | | | | | | | | |
✓
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| | | | | | | | | | | | | | | | | | |
✓
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|
Public Company GC; Compliance; or Corporate Governance
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✓
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| | | | | | | | | | | | | | | | | | |
✓
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✓
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| | | | | | | | | | | | | | | | | |
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Director Nominee
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Continuing Director
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Paul M.
Bisaro |
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Vanessa
Broadhurst |
| | |
Frank A.
D’Amelio |
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Sanjay
Khosla |
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Antoinette R.
Leatherberry |
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Michael B.
McCallister |
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Gregory
Norden |
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Louise M.
Parent |
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Kristin C.
Peck |
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Willie M.
Reed |
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Linda
Rhodes |
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Robert W.
Scully |
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Demographic Background
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Age and Tenure
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Age (as of March 15, 2023)
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62
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54
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| | |
65
|
| | |
71
|
| | |
61
|
| | |
70
|
| | |
65
|
| | |
72
|
| | |
51
|
| | |
68
|
| | |
73
|
| | |
73
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| |
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Board Tenure (full years)
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| | |
7
|
| | |
0
|
| | |
10
|
| | |
9
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| | |
2
|
| | |
10
|
| | |
10
|
| | |
9
|
| | |
3
|
| | |
9
|
| | |
5
|
| | |
9
|
| |
|
Other Public Boards
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Number
|
| | |
2
|
| | |
0
|
| | |
2
|
| | |
1
|
| | |
1
|
| | |
2
|
| | |
3
|
| | |
1
|
| | |
1
|
| | |
0
|
| | |
0
|
| | |
2
|
| |
|
LGBTQIA+ (optional reporting)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Identify as LGBTQIA+
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Race / Ethnicity* (optional reporting)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Black or African American
|
| | | | | | |
✓
|
| | | | | | | | | | |
✓
|
| | | | | | | | | | | | | | | | | | |
✓
|
| | | | | | | | | |
|
American Indian or Alaska Native
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Asian
|
| | | | | | | | | | | | | | |
✓
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Hispanic or Latino
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Native Hawaiian or Other Pacific Islander
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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White
|
| | |
✓
|
| | | | | | |
✓
|
| | | | | | | | | | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | | | | | |
✓
|
| | |
✓
|
| |
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Other
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Born or Raised Outside the US (optional reporting)
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| | | | | | | | | | | | | | |
✓
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Gender
|
| | |
Male
|
| | |
Female
|
| | |
Male
|
| | |
Male
|
| | |
Female
|
| | |
Male
|
| | |
Male
|
| | |
Female
|
| | |
Female
|
| | |
Male
|
| | |
Female
|
| | |
Male
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Director Nominee
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Continuing Director
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*
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Based on U.S. Census Bureau designations
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Item 1
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Election of Directors
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|
|
•
Paul M. Bisaro
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| |
•
Gregory Norden
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•
Vanessa Broadhurst
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•
Louise M. Parent
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•
Frank A. D’Amelio
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•
Kristin C. Peck
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•
Michael B. McCallister
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•
Robert W. Scully
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Item 1 Recommendation: Our Board unanimously recommends that you vote FOR the election of Mr. Bisaro, Ms. Broadhurst, Mr. D’Amelio, Mr. McCallister, Mr. Norden, Ms. Parent, Ms. Peck and Mr. Scully as directors.
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Name
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Position(s) with the Company
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| | |
Term
Expires |
| |||
| Paul M. Bisaro* | | | Director | | | | | | 2023(1) | | |
| Vanessa Broadhurst* | | | Director | | | | | | 2023(1) | | |
| Frank A. D’Amelio* | | | Director | | | | | | 2023(1) | | |
| Sanjay Khosla* | | | Director | | | | | | 2024 | | |
| Antoinette Leatherberry* | | | Director | | | | | | 2024 | | |
| Michael B. McCallister* | | | Non-Executive Chair of the Board and Director | | | | | | 2023(1) | | |
| Gregory Norden* | | | Director | | | | | | 2023(1) | | |
| Louise M. Parent* | | | Director | | | | | | 2023(1) | | |
| Kristin C. Peck | | | CEO and Director | | | | | | 2023(1) | | |
| Willie M. Reed* | | | Director | | | | | | 2024 | | |
| Linda Rhodes* | | | Director | | | | | | 2024 | | |
| Robert W. Scully* | | | Director | | | | | | 2023(1) | | |
|
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| |
Paul M. Bisaro
Age 62
Director since May 2015
|
| |
Specific qualifications:
•
Senior management experience, including as former CEO of Actavis plc (formerly Watson Pharmaceuticals) and Impax Laboratories, Inc.
•
Experience in global healthcare and pharmaceutical industries
•
Expertise in mergers and acquisitions
•
Public company director experience
|
|
|
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| |
Vanessa Broadhurst
Age 54
Director since July 2022
|
| |
Specific qualifications:
•
Experience in business leadership and senior management, including as Executive Vice President, Global Corporate Affairs at Johnson & Johnson
•
Expertise in consumer healthcare marketing and digital communications
•
Global pharmaceutical business experience
•
Direct-to-consumer advertising experience
|
|
|
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| |
Frank A. D’Amelio
Age 65
Director since July 2012
|
| |
Specific qualifications:
•
Experience in finance and accounting and senior management, including as former CFO of Pfizer
•
Expertise in mergers and acquisitions
•
Global business experience
•
Public company director experience
|
|
|
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| |
Michael B. McCallister
Age 70
Director since January 2013
Board Chair since June 2013
|
| |
Specific qualifications:
•
Senior management experience, including as former CEO of Humana
•
Accounting background
•
Board chair experience
•
Public company director experience
|
|
|
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| |
Gregory Norden
Age 65
Director since January 2013
|
| |
Specific qualifications:
•
Corporate finance experience, including as former CFO of Wyeth
•
Experience in global healthcare and pharmaceutical industries
•
Accounting background, including as an audit manager at a major accounting firm
•
Public company director experience
|
|
|
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| |
Louise M. Parent
Age 72
Director since August 2013
|
| |
Specific qualifications:
•
Legal, operations, senior management and global business experience as former General Counsel and executive of American Express
•
Experience in corporate governance, board matters, compliance and risk management
•
Global business and regulatory relations experience
•
Public company director experience
|
|
|
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| |
Kristin C. Peck
Age 51
Director since October 2019
|
| |
Specific qualifications:
•
Knowledge and leadership of Zoetis as our current CEO
•
Experience in animal health and pharmaceutical industries
•
Senior management and global business experience
•
Public company director experience
|
|
|
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| |
Robert W. Scully
Age 73
Director since June 2013
|
| |
Specific qualifications:
•
Experience in financial services and global management, including as a member of the Office of the Chairman of Morgan Stanley
•
Public company experience in risk management, audit and financial reporting
•
Mergers and acquisitions expertise
•
Public company director experience
|
|
|
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| |
Sanjay Khosla
Age 71
Director since June 2013
|
| |
Specific qualifications:
•
International business and management experience, including as EVP and President, Developing Markets of Kraft Foods (now Mondelēz International)
•
Global operational experience, including in developing markets
•
Experience in animal health industry
•
Public company director experience
|
|
|
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| |
Antoinette R. Leatherberry
Age 61
Director since December 2020
|
| |
Specific qualifications:
•
Extensive experience with complex technology transformations during her Deloitte career advising Fortune 500 companies
•
Strategic digital technology experience
•
Diversity and inclusion leadership
|
|
|
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| |
Willie M. Reed
Age 68
Director since March 2014
|
| |
Specific qualifications:
•
Thought leadership in the animal health community, including as Dean of the College of Veterinary Medicine at Purdue University
•
Doctorates in veterinary medicine and pathology
•
Expertise in infectious diseases, avian pathology, poultry veterinary medicines, diagnostics and vaccines, animal care and welfare
•
Senior management experience
•
Experience working with various government agencies
|
|
|
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| |
Linda Rhodes
Age 73
Director since August 2017
|
| |
Specific qualifications:
•
Broad animal health industry experience, including as CEO of animal health start-up company and founder of animal health contract research organization
•
Experience in private veterinary practice
•
Doctorates in veterinary medicine and physiology
•
Public company chief scientific officer experience
•
Public company director experience
|
|
|
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
|
|
|
|
| | |
|
| | |
Committee
|
| ||||||||||||
|
Name
|
| | |
Independent
|
| | |
Audit
|
| | |
Human
Resources |
| | |
Corporate
Governance and Sustainability |
| | |
Quality and
Innovation |
|
|
Paul M. Bisaro
|
| | |
yes
|
| | |
|
| | |
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| | |
|
| | |
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|
|
Vanessa Broadhurst
|
| | |
yes
|
| | | | | | | | | | | | | | |
![]() |
|
|
Frank A. D’Amelio
|
| | |
yes
|
| | |
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| | | | | | |
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| | | | |
|
Sanjay Khosla
|
| | |
yes
|
| | | | | | |
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| | | | | | |
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|
|
Antoinette R. Leatherberry
|
| | |
yes
|
| | |
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| | |
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| | | | | | | | |
|
Michael B. McCallister
|
| | |
yes
|
| | | | | | | | | | | | | | | | |
|
Gregory Norden
|
| | |
yes
|
| | |
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| | |
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| | | | | | | | |
|
Louise M. Parent
|
| | |
yes
|
| | |
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| | | | | | |
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| | | | |
|
Kristin C. Peck
|
| | |
no
|
| | | | | | | | | | | | | | | | |
|
Willie M. Reed
|
| | |
yes
|
| | | | | | | | | | |
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| | |
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|
|
Linda Rhodes
|
| | |
yes
|
| | | | | | | | | | |
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| | |
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|
|
Robert W. Scully
|
| | |
yes
|
| | |
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| | |
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| | | | | | | | |
|
Number of Meetings in 2022
|
| | | | | | |
8
|
| | |
6
|
| | |
6
|
| | |
4
|
|
|
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
|
|
|
Audit Committee
|
| | |
Human Resources Committee
|
| | |
Corporate Governance and
Sustainability Committee |
| | |
Quality and Innovation
Committee |
|
|
•
Oversees the management of risks related to financial reporting, information security risks, including cybersecurity, regulatory compliance
•
Oversees the annual internal audit risk assessment, which identifies and prioritizes risks related to the Company’s internal controls in order to develop internal audit plans for future fiscal years
|
| | |
•
Oversees the management of risks relating to our compensation plans and arrangements
•
Oversees the management of risks relating to our talent, human capital management and succession planning
|
| | |
•
Oversees risks associated with our ESG and sustainability practices, potential conflicts of interest and the management of risks associated with the independence of the Board
•
Oversees the effectiveness of the Principles and the Board’s compliance with our Code of Conduct
|
| | |
•
Oversees risks related to natural resources and climate, manufacturing quality and environmental, health and safety matters
•
Oversees risks associated with our strategy and investments in research and development and external innovation
|
|
|
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 | | |
|
Item 2
|
| |
Advisory Vote to Approve our Executive Compensation (“Say on Pay”)
|
|
|
Item 2 Recommendation: Our Board unanimously recommends that you vote FOR the approval of our executive compensation.
|
|
|
NEO
|
| | |
Title
|
|
|
Kristin C. Peck
|
| | |
Chief Executive Officer (“CEO”)
|
|
|
Wetteny Joseph
|
| | | Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”) | |
| Glenn C. David(a) | | | |
EVP and Group President, U.S. Operations, Global Diagnostics and BioDevices
|
|
|
Heidi C. Chen
|
| | | EVP, General Counsel and Corporate Secretary; Business Lead of Human Health Diagnostics | |
|
Wafaa Mamilli(b)
|
| | | EVP, Chief Digital &Technology Officer and Group President for China, Brazil and Precision Animal Health | |
|
Compensation Philosophy
|
| | |
Objectives
|
|
|
Pay for Performance
|
| | | Foster a pay-for-performance culture by tying a large portion of our executives’ pay to performance against pre-established annual Company financial and operational metrics, as well as pre-established annual individual goals for each executive. | |
|
Align Management Interests with Shareholders
|
| | | Align the interests of management with results delivered to our shareholders through the use of long-term incentive programs that are designed to reward executives for increasing the value of our shareholders’ investment. | |
|
Pay Mix
|
| | | Provide competitive compensation opportunities over the short term (base salary and annual incentives) and long term (equity-based long-term incentive awards) which are intended to retain our experienced management team, enable us to attract new qualified executives when needed and remain externally aligned with the compensation practices of our peer group, with the majority of pay at-risk and tied to long-term performance. | |
| |
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).
|
|
|
Element
|
| | |
Description and Purpose
|
| | |
Comments
|
|
| Long-Term Incentives (Continued) | | ||||||||
|
Stock Options
|
| | |
•
Equity awards that provide value based on growth in our stock price, subject to vesting generally upon recipient’s continued employment through the vesting date.
•
Intended to focus NEOs on increasing the Company’s stock price.
•
Reward NEOs for increases in the stock price over a period of up to ten years.
|
| | |
•
In 2022, stock options represented 25% of each NEO’s annual long-term incentive opportunity based on the grant date fair value of the awards.
•
Exercise price equals 100% of the stock price on the date of grant.
•
Ten-year term.
•
Three-year cliff vesting: vests 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).
|
|
|
Restricted Stock Units
|
| | |
•
Equity awards that give the recipient the right to receive shares of Zoetis stock on a specified future date, subject to vesting generally based upon recipient’s continued employment through the vesting date.
•
Align NEO and shareholder interests, as NEOs RSUs increase in value as the stock price increases.
|
| | |
•
In 2022, RSUs represented 25% of each NEO’s annual long-term incentive opportunity based on the grant date fair value of the awards.
•
Three-year cliff vesting: vests 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.
•
Dividend equivalents are accrued over the vesting period and paid when and if the RSUs vest (subject to the same vesting conditions as the underlying RSUs).
|
|
| Retirement | | ||||||||
|
U.S. Savings Plan
(“Savings Plan”) |
| | |
•
A tax-qualified 401(k)/profit sharing plan that allows U.S. participants to defer a portion of their compensation, up to U.S. Internal Revenue Code (“IRC”) and other limitations, and receive a Company matching contribution.
•
A discretionary profit sharing contribution of up to 8% of an eligible employee’s eligible pay (generally, base salary plus bonuses), within IRC limitations and based on Company performance.
|
| | |
•
We provide a matching contribution of 100% on the first 5% of an employee’s eligible pay contributed to the Savings Plan, up to IRC limitations.
•
For 2022, we made a profit sharing contribution of 3% of eligible pay (within IRC limitations) to all eligible U.S. employees.
|
|
|
Supplemental Savings
Plan |
| | |
•
A non-qualified deferred compensation plan that allows eligible employees, including our NEOs, to defer up to 30% of their salary and AIP to make up for amounts that would otherwise have been contributed to the Savings Plan (by the employee or as matching or profit sharing contributions by the Company) but could not be contributed due to IRC limitations.
•
Also allows NEOs and certain other executives to defer up to an additional 60% of the amount of their AIP payment that is over the IRC 401(a)(17) limit and that is not matched by the Company.
|
| | |
•
Matching and profit sharing contributions are notionally credited as Company stock and settled in cash after the employee’s separation from the Company, based upon the terms of the Supplemental Savings Plan and in compliance with applicable IRC regulations.
|
|
|
Element
|
| | |
Description and Purpose
|
| | |
Comments
|
|
| Severance | | ||||||||
|
Executive Severance Plan
|
| | |
•
Severance benefits provided to NEOs and certain other executives (currently 10 employees, including the NEOs) upon an involuntary termination of employment without cause (whether before or after a change in control), or upon a “good reason” termination of employment upon or within 24 months following a change in control.
•
Facilitates recruitment and retention of NEOs and certain other executives by providing income security in the event of involuntary job loss.
|
| | |
•
Provides the CEO with:
o
1.5 times base salary and target annual incentive upon an involuntary termination of employment without cause (unrelated to a change in control); and
o
2.5 times base salary and target annual incentive upon an involuntary termination of employment without cause or a “good reason” termination following a change in control.
•
Provides other executives, including the NEOs, other than the CEO with:
o
1 times base salary and target annual incentive upon an involuntary termination of employment without cause (unrelated to a change in control); and
o
2 times base salary and target annual incentive upon an involuntary termination of employment without cause or a “good reason” termination following a change in control.
|
|
| Agilent Technologies, 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. | |
| 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 | | | | | | $ | 11,200,000 | | | | | | $ | 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% | | |
| |
Our AIP utilizes a funded pool approach. An overall target AIP pool for the year is determined by adding together the target AIP payouts for each eligible employee, including the NEOs. The actual amount of the AIP pool for 2022 was determined by the Human Resources Committee based on the Company’s attainment of the revenue, adjusted diluted EPS and free cash flow goals (weighted 40%, 40% and 20%, respectively) approved by the Human Resources Committee in the first quarter of the year.
|
| | |
![]() |
| |
|
|
| | |
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 | | |
| |
In 2022, long-term incentive awards were delivered through a mix of 50% performance award units and 25% each of stock options and RSUs, to approximately 270 of our senior leaders, including the NEOs. We believe that the mix of stock options (which have value only if there is an increase in the value of our stock), RSUs (which focus our executives on sustained growth) and performance award units (which reward the Company’s executives in alignment with the relative return in our shareholders’ investment in the Company over the three-year performance period) that was delivered in 2022 supports our pay-for-performance objective by tying executive awards to shareholder value accretion. Long-term incentive awards were delivered to other eligible Zoetis employees generally through RSUs.
|
| | |
![]() |
| |
|
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 | | |
| | | | |
Severance
(Base Salary) |
| | |
Continued
Health and Life Insurance (at active employee cost) |
| | |
Annual
Incentive |
|
| Non-Change of Control Severance: | | | | | | | | | | | | | |
|
CEO
|
| | |
18 months
|
| | |
12 months
|
| | |
1.5x target
|
|
|
Other Participants
|
| | |
12 months
|
| | |
12 months
|
| | |
1x target
|
|
| Change of Control Severance: | | | | | | | | | | | | | |
|
CEO
|
| | |
30 months
|
| | |
18 months
|
| | |
2.5x target
|
|
|
Other Participants
|
| | |
24 months
|
| | |
18 months
|
| | |
2x target
|
|
|
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
(#) |
| | ||||||||||||||||||||||||||||||||||||||||||||||||
|
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 | | | | | | | — | | | | | | | — | | |
|
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 | | |
|
|
| | |
Option Awards
|
| | |
RSU Awards
|
| | |
Performance Award Units(1)
|
| ||||||||||||||||||||||||||||||
|
Name
|
| | |
Number of
Shares Acquired on Exercise (#) |
| | |
Value
Realized on Exercise ($)(2) |
| | |
Number of
Shares Acquired on Vesting (#) |
| | |
Value
Realized on Vesting ($)(3) |
| | |
Number of
Shares Acquired on Vesting (#) |
| | |
Value
Realized on Vesting ($)(3) |
| ||||||||||||||||||
|
Kristin C. Peck
|
| | | | | 20,000 | | | | | | | 3,050,826 | | | | | | | 5,230 | | | | | | | 1,040,090 | | | | | | | 18,036 | | | | | | | 3,586,819 | | |
|
Wetteny Joseph(4)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Glenn C. David
|
| | | | | 32,390 | | | | | | | 3,634,977 | | | | | | | 6,247 | | | | | | | 1,242,341 | | | | | | | 21,543 | | | | | | | 4,284,256 | | |
|
Heidi C. Chen
|
| | | | | — | | | | | | | — | | | | | | | 3,776 | | | | | | | 750,933 | | | | | | | 13,025 | | | | | | | 2,590,282 | | |
|
Wafaa Mamilli(4)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Name
|
| | |
Plan
|
| | |
Aggregate
Balance at January 1, 2022(1) ($) |
| | |
Executive
Contributions in 2022(2) ($) |
| | |
Company
Contributions in 2022(3) ($) |
| | |
Aggregate
Earnings in 2022(4) ($) |
| | |
Aggregate
Balance as of December 31, 2022 ($) |
| |||||||||||||||
|
Kristin C. Peck
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | 5,153,956 | | | | | | | 161,750 | | | | | | | 258,800 | | | | | | | (1,474,017) | | | | | | | 4,100,489 | | |
|
Wetteny Joseph
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | 640,106 | | | | | | | 440,654 | | | | | | | 69,323 | | | | | | | 9,149 | | | | | | | 1,159,232 | | |
|
Glenn C. David
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | 3,519,882 | | | | | | | 190,636 | | | | | | | 115,032 | | | | | | | (1,016,628) | | | | | | | 2,808,923 | | |
|
Heidi C. Chen
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | 3,052,624 | | | | | | | 264,281 | | | | | | | 76,461 | | | | | | | (760,209) | | | | | | | 2,633,157 | | |
|
Wafaa Mamilli
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | 1,004,789 | | | | | | | 582,057 | | | | | | | 82,299 | | | | | | | (277,754) | | | | | | | 1,391,391 | | |
|
Name*
|
| | |
Description
|
| | |
Without
Cause: Apart from a Restructuring Event or CIC ($) |
| | |
Without
Cause: Restructuring Event ($) |
| | |
Without
Cause or for Good Reason Upon or Within 24 Months Following a CIC ($) |
| | |
Death
or Disability ($) |
| | |
Voluntary
Termination/ Retirement ($) |
| |||||||||||||||
|
Kristin C. Peck
|
| | |
Severance
|
| | | | | 4,500,000(1) | | | | | | | 4,500,000(1) | | | | | | | 7,500,000(6) | | | | | | | — | | | | | | | — | | |
|
Benefits Continuation
|
| | | | | 15,810(2) | | | | | | | 15,810(2) | | | | | | | 23,715(7) | | | | | | | — | | | | | | | — | | | ||||
|
Outplacement Services
|
| | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | — | | | | | | | — | | | ||||
| Equity Acceleration | | | | | | —(4) | | | | | | | 9,413,257(5) | | | | | | | 15,489,429(8) | | | | | | | 15,489,429(9) | | | | | | | — | | | ||||
| Total | | | | | | 4,534,185 | | | | | | | 13,947,442 | | | | | | | 23,031,519 | | | | | | | 15,489,429 | | | | | | | — | | | ||||
|
Wetteny Joseph
|
| | |
Severance Amount
|
| | | | | 1,330,000(1) | | | | | | | 1,330,000(1) | | | | | | | 2,660,000(6) | | | | | | | — | | | | | | | — | | |
|
Benefits Continuation
|
| | | | | 25,675(2) | | | | | | | 25,675(2) | | | | | | | 38,512(7) | | | | | | | — | | | | | | | — | | | ||||
|
Outplacement Services
|
| | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | — | | | | | | | — | | | ||||
| Equity Acceleration | | | | | | 1,111,622(4) | | | | | | | 2,922,520(5) | | | | | | | 5,190,071(8) | | | | | | | 5,190,071(9) | | | | | | | 1,111,622(10) | | | ||||
| Total | | | | | | 2,485,672 | | | | | | | 4,296,570 | | | | | | | 7,906,958 | | | | | | | 5,190,071 | | | | | | | 1,111,622 | | | ||||
|
Heidi C. Chen
|
| | |
Severance
|
| | | | | 1,045,500(1) | | | | | | | 1,045,500(1) | | | | | | | 2,091,000(6) | | | | | | | — | | | | | | | — | | |
|
Benefits Continuation
|
| | | | | 25,497(2) | | | | | | | 25,497(2) | | | | | | | 38,245(7) | | | | | | | — | | | | | | | — | | | ||||
|
Outplacement Services
|
| | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | — | | | | | | | — | | | ||||
| Equity Acceleration | | | | | | 1,235,178(4) | | | | | | | 1,430,569(5) | | | | | | | 2,208,480(8) | | | | | | | 2,208,480(9) | | | | | | | 1,235,178(10) | | | ||||
| Total | | | | | | 2,324,550 | | | | | | | 2,519,941 | | | | | | | 4,356,100 | | | | | | | 2,208,480 | | | | | | | 1,235,178 | | | ||||
|
Wafaa Mamilli
|
| | |
Severance Amount
|
| | | | | 1,170,000(1) | | | | | | | 1,170,000(1) | | | | | | | 2,340,000(6) | | | | | | | — | | | | | | | — | | |
|
Benefits Continuation
|
| | | | | 26,257(2) | | | | | | | 26,257(2) | | | | | | | 39,385(7) | | | | | | | — | | | | | | | — | | | ||||
|
Outplacement Services
|
| | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | — | | | | | | | — | | | ||||
| Equity Acceleration | | | | | | —(4) | | | | | | | 1,372,812(5) | | | | | | | 1,994,796(8) | | | | | | | 1,994,796(9) | | | | | | | — | | | ||||
| Total | | | | | | 1,214,632 | | | | | | | 2,587,444 | | | | | | | 4,392,556 | | | | | | | 1,994,796 | | | | | | | — | | |
| | | | | Summary Compensation Table (SCT) Total for CEO(1) ($) | | | | Compensation Actually Paid (CAP) to CEO(1)(2) ($) | | | | Average SCT Total for Other NEOs(1) ($) | | | | Average CAP to Other NEOs(1)(3) ($) | | | | Value of Initial Fixed $100 Investment Based On: | | | | Net Income ($ in millions) | | | | (Company Selected Measure) ($ in millions) | | ||||||||||||||||||||||||||||
| Year | | | | Zoetis TSR ($) | | | | S&P 500 Pharmaceuticals Index TSR ($) | | | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | | | | | | | | ( | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | SCT Total | | | | Deductions from SCT Total(i) | | | | Additions to SCT Total(ii) | | | | Compensation Actually Paid | | |||||||||||||||||||
| Year | | | | Stock Awards | | | | Options Awards | | | ||||||||||||||||||||||||||
| 2022 | | | | | $ | | | | | | ($ | | | | | | ($ | | | | | | ($ | | | | | | ($ | | | |||||
| 2021 | | | | | $ | | | | | | ($ | | | | | | ($ | | | | | | $ | | | | | | $ | | | |||||
| 2020 | | | | | $ | | | | | | ($ | | | | | | ($ | | | | | | $ | | | | | | $ | | |
| | | | | SCT Total | | | | Deductions from SCT Total(i) | | | | Additions to SCT Total(ii) | | | | Compensation Actually Paid | | |||||||||||||||||||
| Year | | | | Stock Awards | | | | Options Awards | | | ||||||||||||||||||||||||||
| 2022 | | | | | $ | | | | | | ($ | | | | | | ($ | | | | | | ($ | | | | | | ($ | | | |||||
| 2021 | | | | | $ | | | | | | ($ | | | | | | ($ | | | | | | $ | | | | | | $ | | | |||||
| 2020 | | | | | $ | | | | | | ($ | | | | | | ($ | | | | | | $ | | | | | | $ | | |
| Year | | | | Equity Type | | | | Fair Value of Current Year Equity Awards at End of Year | | | | Change in Value of Prior Years’ Awards Unvested at End of Year | | | | Change in Value of Prior Years’ Awards That Vested During the Year | | | | Equity Value Included in CAP | | ||||||||||||
| 2022 | | | | Stock Options | | | | | $ | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | |
| Restricted Stock Units | | | | | $ | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | |||||
| Performance Award Units | | | | | $ | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | |||||
| Total | | | | | $ | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | |||||
| 2021 | | | | Stock Options | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||
| Restricted Stock Units | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||||||
| Performance Award Units | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||||||
| Total | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||||||
| 2020 | | | | Stock Options | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||
| Restricted Stock Units | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||||||
| Performance Award Units | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||||||
| Total | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | |
| | | | | Equity Type | | | | Fair Value of Current Year Equity Awards at End of Year | | | | Change in Value of Prior Years’ Awards Unvested at End of Year | | | | Change in Value of Prior Years’ Awards That Vested During the Year | | | | Equity Value Included in CAP | | ||||||||||||
| 2022 | | | | Stock Options | | | | | $ | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | |
| Restricted Stock Units | | | | | $ | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | |||||
| Performance Award Units | | | | | $ | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | |||||
| Total | | | | | $ | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | |||||
| 2021 | | | | Stock Options | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||
| Restricted Stock Units | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||||||
| Performance Award Units | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||||||
| Total | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||||||
| 2020 | | | | Stock Options | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||
| Restricted Stock Units | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||||||
| Performance Award Units | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | ||||||||
| Total | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | |
| Most Important Performance Measures | |
| | |
| | |
| | |
| | |
|
Plan Category
|
| | |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
| | |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (b) |
| | |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
| |||||||||
|
Equity compensation plans approved by security holders
|
| | | | | 3,039,441(1) | | | | | | $ | 95.32(2) | | | | | | | 14,128,853(3) | | |
|
Equity compensation plans not approved by security holders
|
| | | | | — | | | | | | | — | | | | | | | — | | |
| Total | | | | | | 3,039,441 | | | | | | $ | 95.32 | | | | | | | 14,128,853 | | |
|
Item 3
|
| | Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for 2023 | |
|
Item 3 Recommendation: Our Board unanimously recommends that you vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for 2023.
|
|
|
|
| | |
2022
|
| | |
2021
|
| ||||||
| Audit fees | | | | | $ | 11,435,630 | | | | | | $ | 10,604,720 | | |
| Audit-related fees | | | | | | 82,000 | | | | | | | 86,200 | | |
| Tax fees | | | | | | 1,252,301 | | | | | | | 1,344,728 | | |
| All other fees | | | | | | 103,000 | | | | | | | 56,300 | | |
| Total fees | | | | | $ | 12,872,931 | | | | | | $ | 12,091,948 | | |
|
Item 4
|
| | Approval of an Amendment to our Restated Certificate of Incorporation to Create a Right to Call a Special Meeting | |
|
Item 4 Recommendation: Our Board unanimously recommends that you vote FOR the amendment to the Restated Certificate of Incorporation to give shareholders owning a combined 25% of Zoetis’ outstanding shares continuously for at least one year the right to call a special meeting.
|
|
|
Item 5
|
| |
Shareholder Proposal Regarding Ability to Call a Special Meeting
|
|
|
Item 5 Recommendation: Our Board unanimously recommends that you vote AGAINST the shareholder proposal to give the owners of a combined 10% of Zoetis’ outstanding shares the right to call a special meeting and vote FOR management’s Item 4 to approve the right of shareholders owning a combined 25% of Zoetis’ outstanding shares continuously for at least one year to call a special meeting.
|
|
|
Name and Address of Beneficial Owner
|
| | |
Number of
Shares Owned |
| | |
Percent of
Class (%)(1) |
| ||||||
| 5% Beneficial Owners: | | | | | | | | | | | | ||||
|
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055 |
| | | | | 40,082,444 | | | | | | | 8.66% | | |
|
The Vanguard Group(3)
100 Vanguard Blvd.
Malvern, PA 19355 |
| | | | | 36,850,763 | | | | | | | 7.96% | | |
|
Name of Beneficial Owner
|
| | |
Common
Stock(1) |
| | |
Deferred
Stock Units(2) |
| | |
Vested
Options(3) |
| | |
Total
|
| ||||||||||||
| Directors and Named Executive Officers: | | | | | | | | | | | | | | | | | | | | | | ||||||||
|
Paul M. Bisaro
|
| | | | | 18,826 | | | | | | | — | | | | | | | — | | | | | | | 18,826 | | |
|
Vanessa Broadhurst
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Frank A. D’Amelio
|
| | | | | 14,808 | | | | | | | 14,123 | | | | | | | — | | | | | | | 28,931 | | |
|
Sanjay Khosla
|
| | | | | 9,808(4) | | | | | | | 14,123 | | | | | | | — | | | | | | | 23,931 | | |
|
Antoinette R. Leatherberry
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Michael B. McCallister
|
| | | | | 23,654(4) | | | | | | | 10,596 | | | | | | | — | | | | | | | 34,250 | | |
|
Gregory Norden
|
| | | | | 12,827(4) | | | | | | | 10,596 | | | | | | | — | | | | | | | 23,423 | | |
|
Louise M. Parent
|
| | | | | 11,902 | | | | | | | 9,802 | | | | | | | — | | | | | | | 21,704 | | |
|
Willie M. Reed
|
| | | | | 8,408 | | | | | | | 4,820 | | | | | | | — | | | | | | | 13,228 | | |
|
Linda Rhodes
|
| | | | | 6,987 | | | | | | | — | | | | | | | — | | | | | | | 6,987 | | |
|
Robert W. Scully
|
| | | | | 18,179(4) | | | | | | | 14,123 | | | | | | | — | | | | | | | 32,302 | | |
|
Kristin C. Peck
|
| | | | | 57,639 | | | | | | | — | | | | | | | 206,185 | | | | | | | 263,824 | | |
|
Wetteny Joseph
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Glenn C. David(5)
|
| | | | | 48,928 | | | | | | | — | | | | | | | — | | | | | | | 48,928 | | |
|
Heidi C. Chen
|
| | | | | 37,322 | | | | | | | — | | | | | | | 24,502 | | | | | | | 61,824 | | |
|
Wafaa Mamilli
|
| | | | | 3,770 | | | | | | | — | | | | | | | 16,951 | | | | | | | 20,721 | | |
| Directors and current executive officers as a group (21 persons)(6) | | | | | | 309,330 | | | | | | | 78,184 | | | | | | | 285,186 | | | | | | | 672,701 | | |
|
![]() |
| |
By telephone
|
| | |
By calling 1 (800) 690-6903 (toll free)
|
| | |
24 hours a day until 11:59 p.m., Eastern Daylight Time, on May 17, 2023
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|
|
![]() |
| |
By internet
|
| | |
Online at www.proxyvote.com
|
| | |
24 hours a day until 11:59 p.m., Eastern Daylight Time, on May 17, 2023
|
|
|
![]() |
| |
By mail
|
| | |
By returning a properly completed, signed and dated proxy card
|
| | |
Allow sufficient time for us to receive your proxy card before the date of the meeting
|
|
|
Item
|
| | |
Vote Required
|
| | |
Effect of Abstentions and Broker Non-Votes*
|
|
| 1 — Election of Directors | | | |
Majority of the votes cast (i.e., more votes “For” than “Against”)
|
| | |
Not considered as votes cast and have no effect on the outcome
|
|
| 2 — Advisory Vote to Approve Our Executive Compensation (“Say on Pay”) | | | | Majority of the votes cast | | | | Not considered as votes cast and have no effect on the outcome | |
| 3 — Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2023 | | | | Majority of the votes cast | | | | May be considered as votes cast | |
| 4 — Approval of an Amendment to our Restated Certificate of Incorporation Regarding Ability to Call a Special Meeting | | | | Majority of the outstanding shares entitled to vote | | | | Has the same effect of votes cast “AGAINST” this proposal | |
| 5 — Shareholder Proposal Regarding Ability to Call a Special Meeting | | | | Majority of the votes cast | | | | Not considered as votes cast and have no effect on the outcome | |