Frank D'Amelio

About Frank A. D’Amelio

Frank A. D’Amelio (age 67) is an independent director of Zoetis (ZTS) who has served on the Board since July 2012. He is the former Executive Vice President and Chief Financial Officer of Pfizer Inc., with deep finance, M&A, global operations, and supply chain oversight experience; he holds a B.S. in Accounting (St. Peter’s College) and an MBA in Finance (St. John’s University) . At Zoetis, he chairs the Human Resources Committee and serves on the Audit Committee, where he is recognized as an “audit committee financial expert” .

Past Roles

Organization	Role	Tenure	Committees/Impact
Pfizer Inc.	EVP & CFO; EVP Global Supply & Business Ops; earlier CFO roles	2007–2022	Led acquisitions/partnerships nearing $200B (incl. Wyeth acquisition); oversaw IT, procurement, real estate, BD, global supply chain
Alcatel‑Lucent S.A.	Sr. EVP of Integration & CAO	2006–2007	Integration leadership post‑merger
Lucent Technologies	COO; earlier EVP Admin & CFO	2001–2006	Led business operations, sales, services, supply chain, IT, HR/labor relations

External Roles

Company	Role	Since	Notes
Humana Inc.	Director	2003	Current public company directorship
Hewlett Packard Enterprise	Director	2023	Current public company directorship

Board Governance

Independence, tenure, and Board structure:
- Determined independent by the Board in Feb 2025 (NYSE standards and Zoetis Director Qualification Standards) .
- Independent Board Chair (Michael McCallister); CEO and Chair roles separated; regular executive sessions without management .
Committee assignments and expertise:
- Human Resources Committee (Chair); five meetings in 2024 .
- Audit Committee (member); seven meetings in 2024; designated Audit Committee Financial Expert .
Attendance and engagement:
- In 2024, each director attended at least 75% of Board and committee meetings on which they served; all then‑serving directors attended the 2024 annual meeting .
Compensation committee interlocks:
- All HRC members independent; no interlocks or insider participation disclosed for 2024 .

Fixed Compensation

Component	Amount/Terms	Source
Annual cash retainer (non‑employee director)	$100,000 (paid quarterly)
Committee Chair retainer	+$25,000 (paid quarterly)
Board Chair retainer (reference)	+$150,000 (paid quarterly)
Annual equity retainer (2024 grants)	$240,000 in RSUs (vest 1‑year)
Annual equity retainer (2025 policy)	Increased to $250,000 in RSUs
2024 director grant detail	1,223 RSUs @ $196.14 on Feb 6, 2024 (for most directors)

2024 actuals for Frank A. D’Amelio:

Cash fees: $112,500 (includes $12,500 for HRC Chair service for half of 2024) .
Stock awards: $240,000 (2024 RSU grant) .
All other compensation: $5,000 (Zoetis Foundation matching gift) .
Total 2024 director compensation: $357,500 .

Vesting/deferral mechanics:

Director RSUs vest on the first anniversary of grant; directors may defer RSU settlement to separation via the Non‑Employee Director Deferred Compensation Plan; phantom units receive dividend equivalents .

Performance Compensation

Directors do not receive performance‑conditioned awards; equity is time‑vested RSUs (service‑based) .
As HRC Chair, D’Amelio oversees executive pay design and outcomes; 2024 incentive metrics and results (governance signal):
- Annual Incentive Plan (AIP) funded on three metrics; achievement shown below :

2024 AIP Metrics	2024 Reported/Adjusted	AIP Target	Result as % of Target
Revenue ($mm, adj. for FX)	$9,443	$9,183	103%
Adjusted Diluted EPS (adj. for FX)	$6.16	$5.81	106%
Free Cash Flow ($mm, adj. for FX)	$2,362	$1,789	132%

AIP funding approved at 140% of target for 2024 .
Long‑term performance cycle 2022–2024: performance‑vesting RSUs paid at 0% (Relative TSR at 17th percentile of S&P 500 group), evidencing pay‑for‑performance rigor during underperformance on relative TSR .
2025 design changes approved by HRC: PSU peer changed to S&P 500 Health Care index for Relative TSR; added a 3‑year operational revenue growth metric (enhances alignment and reduces non‑core beta exposure) .

Other Directorships & Interlocks

Category	Details
Current public boards	Humana Inc.; Hewlett Packard Enterprise
Interlocks	None disclosed for HRC in 2024; no executives from interlocking boards served on Zoetis HRC/Board and vice‑versa

Expertise & Qualifications

Finance and accounting leadership (former Pfizer CFO), extensive M&A execution, global operations, and public company board experience .
Recognized financial expertise qualifies him as an “audit committee financial expert” on Zoetis’ Audit Committee .

Equity Ownership

Ownership Detail	Amount	Notes
Common stock owned	14,808 shares	Beneficial ownership as of Mar 20, 2025
Deferred stock units (DSUs)	18,629 units	Vested DSUs credited with dividend equivalents
Total beneficial (common + DSUs)	33,437	As presented by Zoetis
RSUs outstanding (director equity)	2,455 units	RSUs (incl. dividend equivalents) as of Dec 31, 2024
Deferred RSUs (Director Deferral Plan)	5,869 units	Fully vested; paid at separation
Pre‑2015 DSUs (legacy program)	9,967 units	Settle at separation
Hedging/pledging	Prohibited for directors under policy	Anti‑hedging/anti‑pledging policy
Director ownership guideline	$500,000 (5× cash retainer); 5‑year compliance window	Applies to non‑employee directors

Insider Trades

Period Checked	Form 4 Open‑Market Buys/Sells	Notes
2023–2025 YTD	Not disclosed in proxy; no pledging allowed	Insider trading policy prohibits hedging/pledging by directors

Note: Director‑level Form 4 trading is filed with the SEC on a rolling basis and may not be summarized in the proxy; Zoetis’ insider trading policy applies to directors and restricts trading windows, hedging, and pledging .

Governance Assessment

Strengths indicating investor alignment and board effectiveness:
- Independent director with deep CFO/M&A background; HRC Chair and Audit member with “financial expert” designation ; independence reaffirmed in 2025 .
- Robust compensation governance: strong pay‑for‑performance signals (PSU 0% payout for 2022–2024 TSR underperformance; AIP calibrated to financial outcomes), and 2025 HRC design enhancements to PSU metrics .
- Sound board practices: independent Chair; regular executive sessions; active committee oversight; anti‑hedging/anti‑pledging and clawback/recovery policies .
- Shareholder support: 2024 Say‑on‑Pay approval at 91% .
- Attendance/engagement: all directors ≥75% attendance in 2024; annual meeting attendance policy followed .
Potential concerns to monitor (no current red flags disclosed):
- Overboarding risk appears limited (serves on two other public boards, below Zoetis’ cap of four) .
- Related‑party/transactions: none disclosed for 2024 .
- Insider trading/pledging: policy restrictions mitigate alignment risk .

Overall, D’Amelio’s finance/M&A depth, committee leadership (HRC Chair) and audit expertise support board oversight of strategy, capital allocation and pay design, with limited conflict risks disclosed and alignment reinforced by ownership, anti‑hedging/pledging, and pay structure rigor .