Gregory Norden

About Gregory Norden

Gregory Norden (age 67) is an independent director of Zoetis and former Chief Financial Officer of Wyeth. He has served on the Zoetis Board since January 2013 and currently chairs the Audit Committee and serves on the Human Resources Committee. Norden brings deep finance, accounting, and life sciences experience and is designated an “audit committee financial expert.” Education: B.S. in Management & Economics (SUNY Plattsburgh); M.S. in Accounting (LIU Post) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Wyeth	Chief Financial Officer; prior senior roles at Wyeth Pharmaceuticals (incl. work with Fort Dodge Animal Health)	1989–2009	Led corporate finance and M&A strategy; significant pharma and animal health exposure
G9 Capital Group LLC	Managing Director (invests in early-stage ventures; corporate finance advisory)	Since 2010	Founder/MD, corporate finance advisory
Arthur Andersen & Co.	Audit Manager	Pre-1989	Audit manager focused on life sciences, consumer goods, financial services

External Roles

Company	Role	Tenure	Notes
Praxis	Director	Since Mar 2019	Current public company directorship
Royalty Pharma	Director	Since Jun 2020	Current public company directorship
Prior public boards	NanoString Technologies; Human Genome Sciences; Welch Allyn; Univision; Entasis	Various	Prior public company governance experience

Board Governance

Attribute	Detail
Independence	Board affirmatively determined Norden is independent (Feb 2025)
Committees	Audit (Chair); Human Resources
Audit Committee expertise	Designated “audit committee financial expert”; all members financially literate
Committee activity	Audit Committee held 7 meetings in 2024
Board engagement	Board met 5 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting
Executive sessions & structure	Regular executive sessions; independent Board Chair; all four committees fully independent
Shareholder engagement signal	Say‑on‑Pay support 91% at 2024 meeting (broad governance/comp signal)

Fixed Compensation (Director pay – 2024)

Component	Amount
Annual Cash Retainer	$100,000
Committee Chair Fee (Audit)	$25,000
Equity Retainer (RSUs)	$240,000
Total 2024 Compensation	$365,000
2025 Equity Retainer (Board-wide)	$250,000 (approved Feb 2025)

Notes:

Director equity granted as RSUs that vest on the first anniversary of grant; directors may defer settlement under the Director Deferral Plan .

Performance Compensation (Director)

Directors do not receive performance-based incentive pay. Equity is time-vested RSUs; no AIP or PSU metrics apply to non-employee directors .
2024 grant details for Norden: 1,223 RSUs granted on Feb 6, 2024 at $196.14; one-year vest; accrues dividend equivalents .

Award	Grant Date	Shares/Units	Grant Price	Vesting
RSU (Annual retainer)	Feb 6, 2024	1,223	$196.14	Vests on first anniversary; dividend equivalents accrue

Other Directorships & Interlocks

Type	Detail
Current public boards	Praxis (since Mar 2019); Royalty Pharma (since Jun 2020)
Zoetis committee interlocks	Compensation Committee Interlocks: none; no insider participation; all HR Committee members independent
Overboarding policy	Zoetis policy: ≤4 public boards for directors; Norden’s three seats (Zoetis + 2 others) are within policy

Expertise & Qualifications

Former CFO of Wyeth; extensive corporate finance and accounting background; prior audit manager at Arthur Andersen .
Life sciences and animal health exposure (Wyeth/Fort Dodge Animal Health); M&A expertise .
Public company board experience; designated audit committee financial expert .
Education: B.S. Management & Economics (SUNY Plattsburgh); M.S. Accounting (LIU Post) .

Equity Ownership

Measure (as of dates shown)	Amount
Beneficial ownership – Common stock (Mar 20, 2025)	16,954 shares
Beneficial ownership – Deferred Stock Units (Mar 20, 2025)	10,806 units (settle upon leaving Board)
Total beneficial ownership (Mar 20, 2025)	26,843 (common + DSUs)
RSUs outstanding (incl. dividend equivalents) (Dec 31, 2024)	2,455 units
Legacy DSUs balance (Dec 31, 2024)	10,775 units (pre‑2015 DSU program)
Anti‑hedging/pledging	Directors prohibited from hedging or pledging Zoetis stock
Director ownership guideline	$500,000 (5× annual cash retainer); 5 years to comply (individual compliance not disclosed)

Governance Assessment

Strengths
- Independent Audit Chair with CFO and audit credentials; recognized audit committee financial expert — enhances financial reporting oversight and risk supervision .
- Strong engagement/attendance: Board met 5x; each director ≥75% attendance; all directors attended 2024 annual meeting — supports board effectiveness .
- Ownership alignment: meaningful personal holdings and DSUs; RSU retainer aligns with shareholder outcomes; anti‑hedging/pledging policy in place .
- No related‑party transactions disclosed for 2024; HR Committee interlocks explicitly none — reduces conflict risk .
- Within Zoetis overboarding limits despite two outside boards — manageable commitment level per company policy .
- Shareholder confidence backdrop: Say‑on‑Pay support at 91% in 2024 provides broader governance signal .
Watch items
- Long tenure (director since 2013) underscores company and sector expertise, but boards should continue refreshment to balance continuity and independence perspectives; Zoetis highlights an active refreshment process and mandatory retirement policy .
- Multi‑board service (Praxis, Royalty Pharma) warrants ongoing monitoring for time commitments, though no conflicts disclosed and within policy .
RED FLAGS
- None identified: No related‑person transactions; anti‑pledging/hedging policy; committee interlocks none; independence affirmed .