Antoinette Leatherberry

About Antoinette R. Leatherberry

Independent director of Zoetis since December 2020; age 63. Former Deloitte Principal with a 30-year career focused on complex technology transformations, data/analytics, and governance; served as Board Relations Leader for Deloitte’s Risk & Financial Advisory practice (2017–2022). Education: B.S. Mechanical Engineering (Boston University), MBA in Operations Management (Northeastern University), EdD (Widener University). Committee assignments: Audit Committee and Human Resources Committee (Compensation). Other current public board: Digital Direct Holdings (since Feb 2022).

Past Roles

Organization	Role	Tenure/Years	Committees/Impact
Deloitte	Principal (equity owner), Technology Strategy	1991–2017	Led global teams; technology strategy, data analytics, workforce planning.
Deloitte	Board Relations Leader, Risk & Financial Advisory	2017–2022	Governance interface with boards; risk and control insights.
Deloitte Foundation	President	2016–2020	Leadership of Deloitte’s philanthropic foundation.

External Roles

Organization	Type	Role	Since	Notes
Digital Direct Holdings	Public	Independent Director	Feb 2022	Current public company directorship.
American Family Insurance Mutual Holding Co.	Private	Director	2020	Private company board.
STRIVE	Private/Non-profit	Director	2022	Private board service.
Widener University	Non-profit	Board of Trustees	N/A	Trustee; also EdD alumnus.
Boston University	Non-profit	Board of Trustees	N/A	Trustee; engineering alumnus.
Ellig Group	Advisory	Advisory Board Member	2022	Governance/talent advisory.

Board Governance

Item	Detail
Independence	Board affirmatively determined Dr. Leatherberry independent under NYSE and Zoetis standards (Feb 2025).
Board meetings in 2024	Board met 5 times; each director attended ≥75% of Board/committee meetings served on.
Annual shareholder meeting	All then-serving directors attended the 2024 Annual Meeting (virtual).
Committees	Audit Committee (7 meetings in 2024); Human Resources Committee (5 meetings in 2024). All committee members independent.
Audit scope linkage	Audit Committee oversees financial reporting, internal controls, and cybersecurity/data privacy risks.
Board leadership	Independent Chair (Michael B. McCallister) presides over executive sessions and sets agendas.

Fixed Compensation

Component (2024)	Amount ($)	Notes
Annual cash retainer	100,000	Standard for non-employee directors in 2024.
Committee chair fee	—	Not a committee chair in 2024.
Board chair fee	—	Not applicable.
Meeting fees	—	Not disclosed/applicable.
Fees Earned or Paid in Cash (Leatherberry)	100,000	As reported for 2024 director compensation.

The director cash retainer structure for 2024 was $100,000; additional $25,000 for any committee chair (not applicable to Leatherberry).

Performance Compensation

| Grant/Plan | Grant Date | Instrument | # Units/Shares | Grant-Date Fair Value | Vesting/Terms | Notes | |---|---|---:|---:|---|---| | Annual equity retainer (2024) | Feb 6, 2024 | RSUs | 1,223 | $240,000 ($196.14 per unit) | Vests on 1st anniversary; dividend equivalents accrue as additional RSUs. | | Director equity retainer policy (2024) | Policy | RSUs | N/A | $240,000 value | Annual RSU grant; vest 1 year; directors may defer settlement. | | Equity retainer (2025 change) | Feb 2025 | RSUs | N/A | Increased to $250,000 | Value increase approved for 2025 grants. | | Deferred RSUs (as of 12/31/2024) | N/A | DSUs | 1,475 | N/A | Fully vested; paid in lump sum after separation or qualifying CIC. |

No performance-conditioned equity disclosed for directors; RSUs are time-based with one-year vesting and dividend equivalents.

Other Directorships & Interlocks

Current public company board: Digital Direct Holdings (since Feb 2022).
Compensation Committee interlocks and insider participation: None disclosed for 2024 (no reciprocal board/comp committee relationships).

Expertise & Qualifications

Extensive experience in complex technology transformations, strategic digital technology, and governance from a 30-year Deloitte career; leadership in human capital and corporate culture. Recognized in NACD Directorship 100 (2019–2020).
Skills matrix fit: Digital & Technology; Human Capital Management; governance expertise—complements Audit Committee oversight (including cybersecurity) and Human Resources Committee remit.

Equity Ownership

As of Date	Common Stock	Deferred Stock Units	Options (exercisable)	Total Beneficial Ownership
Mar 20, 2025	4,067	1,479	—	4,629
Dec 31, 2024 (DSU detail)	—	1,475	—	—

Director share ownership guidelines: Minimum $500,000 (five times annual cash retainer) within five years of first election; RSUs/DSUs count toward compliance. Leatherberry’s five-year window runs from her first election in December 2020; individual compliance status not disclosed.

Governance Assessment

Independence and committee load: Independent status reaffirmed (Feb 2025); serves on Audit and Human Resources—two core oversight committees, signaling board confidence in her governance and risk oversight capabilities.
Attendance and engagement: Board met 5 times in 2024 with each director ≥75% attendance; all directors attended the 2024 annual meeting; directors engaged in site visits (e.g., Kalamazoo R&D/manufacturing), supporting informed oversight.
Pay structure and alignment: Director pay balanced toward equity (2024: $100k cash, $240k RSUs) with one-year vesting; RSUs accrue dividend equivalents and may be deferred, aligning with shareholder interests.
Ownership and guidelines: Holds 4,067 shares and 1,479 DSUs as of March 20, 2025; subject to $500,000 ownership guideline within five years of first election (Dec 2020). Compliance status not specified.
Conflicts and related-party exposure: No related person transactions requiring disclosure in 2024; no compensation committee interlocks in 2024—reduces conflict risk.
Risk oversight fit: Her technology and governance background aligns with Audit Committee’s oversight of cybersecurity and internal controls, a material risk area for Zoetis.

RED FLAGS: None disclosed for 2024 regarding related-party transactions, interlocks, or attendance shortfalls. Continued monitoring of ownership guideline compliance as the five-year window approaches end-2025 is prudent.