Kristin Peck

About Kristin Peck

Kristin C. Peck, 53, is Chief Executive Officer of Zoetis (CEO since 2020) and a director since October 2019. She holds a B.A. from Georgetown University and an MBA from Columbia Business School . Under her leadership, Zoetis delivered 2024 revenue of $9.256B (+8% reported; +11% operational), adjusted net income of $2.693B (+15% operational), and adjusted diluted EPS of $5.92; the Board raised the quarterly dividend 16% in December 2024 . The 2022–2024 performance share unit (PSU) cycle vested at 0% as Zoetis’ relative TSR ranked at the 17th percentile versus the S&P 500 peer group, demonstrating pay-for-performance rigor .

Past Roles

Organization	Role	Years	Strategic impact
Zoetis	Chief Executive Officer	2020–present	Leads strategy and execution across companion animal and livestock; serves on Board
Zoetis	EVP & Group President, U.S. Operations, Business Development & Strategy	2018–2019	Oversaw U.S. ops and BD/strategy, including manufacturing/supply and marketing/sales oversight
Zoetis	EVP & President, U.S. Operations	2015–2018	Led U.S. commercial operations
Zoetis	EVP & Group President	2012–2015	Drove corporate development, global manufacturing & supply, marketing/market research; helped lead 2013 IPO
Pfizer	EVP, Worldwide Business Development & Innovation	2004–2012	Member of Pfizer’s Executive Leadership Team; human capital and BD leadership
Boston Consulting Group	Consultant	1999–2004	Strategy and operations advisory
Prior finance roles	Prudential Realty Group; The O’Connor Group; J.P. Morgan	N/A	Finance/PE/real estate experience

External Roles

Organization	Role	Years	Notes
BlackRock, Inc.	Director (public company)	Since Sep 2021	Current public board
Mayo Clinic	Board of Trustees	N/A	Non-profit governance
Catalyst	Director	N/A	Global non-profit advancing women in leadership
Thomson Reuters	Director (prior)	N/A	Prior public board service

Board Governance and Director Service

Peck is a Zoetis director since October 2019; she holds no Board committee roles . The Board is majority independent; Peck is the only non-independent director as the sitting CEO .
Board leadership is separated: independent Chair (Michael B. McCallister); if CEO and Chair roles were combined, a lead independent director would be appointed. Directors hold regular executive sessions led by the independent Chair .
2024 cadence: the Board met five times; all directors attended ≥75% of applicable meetings .
Employee directors receive no additional pay for Board service .

Fixed Compensation

Component (CEO)	2024 Detail	Notes
Base Salary	$1,300,000 (effective Jan 1, 2024)	Approved Feb 6, 2024
Target Bonus %	150% of base salary	Unchanged for 2024
Target AIP ($)	$1,950,000	150% of $1.3M
Actual AIP Paid (2024)	$2,730,000 (140% of target)	Approved Feb 6, 2025
“All Other Compensation” (2024)	$426,913	Includes company contributions to DC plans ($34,500), Supplemental Savings Plan ($305,716), other ($86,697 incl. $79,919 personal security)

Performance Compensation

Annual Incentive Plan (AIP) – Design and 2024 Outcomes

AIP pool funded 40% Revenue, 40% Adjusted Diluted EPS, 20% Free Cash Flow (FX-excluded for goal-setting) .
2024 AIP funding approved at 140% of target based on results below .

Metric	2024 AIP Target	2024 AIP Results	Result vs Target
Revenue ($MM)	9,183	9,443	103%
Adjusted Diluted EPS ($)	5.81	6.16	106%
Free Cash Flow ($MM)	1,789	2,362	132%

CEO AIP payout for 2024: 140% of target ($2.73M) reflecting company and individual performance .

Long-Term Incentives (LTI) – Mix, Grants, and Performance

2024 LTI mix for NEOs: 50% PSUs (Relative TSR), 25% RSUs (3-yr graded), 25% Stock Options (3-yr graded; 10-yr term) .
2022–2024 PSU payout: 0% at 17th percentile Relative TSR vs S&P 500 Group .

CEO 2024 LTI Component	Grant Value ($)	Shares/Units	Vesting & Performance
PSUs (Relative TSR)	6,374,876	23,724 target	3-year cliff; 0–200% payout vs S&P 500 Group percentiles
RSUs	3,187,500	16,251	1/3 per year over 3 years
Stock Options	3,187,500	62,500	1/3 per year; $196.14 exercise; 10-year term

2025 design changes: PSUs will measure Relative TSR vs S&P 500 Health Care index (not entire S&P 500) and add a 3-year operational revenue growth metric to the PSU program .

Equity Ownership & Alignment

Beneficial ownership (as of Mar 20, 2025): 95,006 common shares; vested options for 335,231 shares .
Unvested/Outstanding awards at 12/31/2024 (market price $162.93):

Item	Quantity	Market/Notional Value
Unvested RSUs	16,378	$2,668,468
Unearned PSUs (open cycles)	23,909	$3,895,493

Ownership policies:
- Executive stock ownership guidelines set as a multiple of base salary; executives must retain net shares until in compliance. As of last annual measurement, all NEOs are in compliance .
- Anti-hedging and anti-pledging policies prohibit hedging, short sales, derivatives, and pledging of Zoetis stock by directors and executives .

Insider Transactions (recent)

Date	Type	Shares	Price	Source
Feb 19, 2025	Open market sale	382	$156.68 (WAP)	SEC Form 4 (Peck)

Note: The above sale is de minimis relative to Peck’s 95K+ beneficial shares and sizable vested/unvested equity, suggesting limited incremental selling pressure from this transaction alone .

Employment Terms

Topic	Key terms
Employment agreement	Company does not maintain employment agreements with executives (U.S.), relying on plan-based governance
Severance (non-CIC)	CEO: 18 months base salary; 1.5x target annual incentive; 12 months benefits; outplacement
Severance (CIC, double-trigger)	CEO: 30 months base salary; 2.5x target annual incentive; 18 months benefits; full vesting of unvested equity at target for PSUs upon qualifying termination
Equity vesting	RSUs/options: graded over 3 years; PSUs: 3-year cliff with 0–200% payout matrix; market-standard retirement/restructuring/death/disability treatments
Clawback & recovery	Robust clawback covering misstatements and misconduct; NYSE-compliant recovery policy adopted Oct 2023
Anti-hedging/pledging	Prohibited for directors and colleagues, including executives

Compensation Structure Analysis

Alignment and mix: Approximately 92% of CEO target total direct compensation is incentive-based; 80% is long-term equity (50% PSUs tied to Relative TSR) .
Rigor: The 0% PSU vesting for 2022–2024 (17th percentile Relative TSR) shows downside symmetry; AIP metrics (Revenue, Adj. EPS, FCF) supported a 140% payout on strong 2024 operating results .
2025 changes: Moving PSU TSR comparator to Health Care index and adding 3-year operational revenue growth improve line-of-sight and sector relevance while maintaining at-risk design .
Governance: No excise tax gross-ups; no option repricing; double-trigger CIC; anti-hedging/pledging; independent compensation consultant; 91% Say-on-Pay support in 2024 .

Say-on-Pay, Peer Group, and Shareholder Feedback

Say-on-Pay approval: 91% for 2023 NEO pay at 2024 Annual Meeting .
Compensation peer group (2024 decisions) included 15 large-cap life sciences/med-tech names (e.g., Agilent, IDEXX, Thermo Fisher, Gilead, Boston Scientific, Stryker); Zoetis ranked ~50th percentile in revenue and ~70th percentile in market cap within the group .
2025 peer updates: Illumina and Mettler-Toledo removed; Edwards Lifesciences, Vertex, and Bristol Myers Squibb added .

Performance & Track Record (select 2024–2025 disclosures)

2024: Revenue $9.256B (+8% reported; +11% operational); adjusted net income $2.693B (+15% operational); dividend increased 16%; $1.858B in share repurchases .
2025 (Q3) commentary: Portfolio execution amid U.S. vet clinic/vet dermatology dynamics; focused plan to stabilize/re-accelerate Librela; multiple pipeline/regulatory milestones across OA pain and parasiticides; revised FY25 revenue guidance to $9.400–$9.475B with maintained adjusted EPS guidance of $6.30–$6.40 .

Equity Ownership & Director Governance (additional)

5%+ holders: Vanguard (9.04%), BlackRock (8.18%) as of filings referenced in proxy .
No related-party transactions in 2024 requiring disclosure .

Investment Implications

Pay-for-performance alignment is strong: high at-risk mix, stringent PSU design (recent 0% payout), and 2025 PSU enhancements tie outcomes more closely to sector-relative returns and operational growth .
Retention and overhang: Meaningful unvested equity (RSUs/PSUs) and options create retention hooks; anti-hedging/pledging plus ownership guidelines align incentives, while insider selling appears minimal relative to holdings, limiting selling overhang signals .
Downside protection and governance: No single-trigger CIC; double-trigger with capped multiples (2.5x for CEO) and robust clawback/recovery regime mitigate adverse incentive risks; 91% Say-on-Pay support suggests investor acceptance of design .
Execution risk: 2022–2024 TSR underperformance versus broad S&P 500 peer group (driving 0% PSU payout) underscores the importance of near-term product stabilization and pipeline delivery, which management is addressing via targeted initiatives and sector-tuned PSU metrics from 2025 onward .