Louise Parent

About Louise M. Parent

Louise M. Parent is an independent director of Zoetis, serving since August 2013; she chairs the Corporate Governance and Sustainability Committee and sits on the Audit Committee. She is 74 and brings deep legal, governance, compliance, and risk management expertise from her tenure as EVP and General Counsel at American Express and as Of Counsel at Cleary Gottlieb; she also served on Deutsche Bank’s Supervisory Board (2014–2018) and holds a BA from Smith College and a JD from Georgetown University Law Center . The Board affirmed her independence under NYSE standards in February 2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
American Express Company	Executive Vice President & General Counsel	2004–2013	Worked extensively with Audit, Compensation, and Nominating/Governance committees; led global M&A legal execution
Cleary Gottlieb Steen & Hamilton LLP	Of Counsel	2014–2021	Corporate governance and legal advisory experience
American Express Centurion Bank	Board Member	Through 2013	Bank subsidiary board; governance oversight

External Roles

Organization	Role	Tenure	Notes
Deutsche Bank AG	Supervisory Board Member	2014–2018	Global regulatory and governance experience
Other current public company directorships	None	N/A	No current public company boards

Board Governance

Committee assignments and chair roles
- Corporate Governance & Sustainability Committee: Chair; responsibilities include director nominations, recommending committee chairs, advising on director pay, administering related-person transactions policy, and oversight of sustainability disclosures; 6 meetings in 2024 .
- Audit Committee: Member; oversight of financial reporting integrity, internal controls, external auditor selection, internal audit, risk programs including cybersecurity and data privacy; 7 meetings in 2024 .
Independence, attendance, engagement
- Independence: Affirmatively determined independent under NYSE standards and Zoetis Director Qualification Standards (Feb 2025) .
- Attendance: Board met five times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Shareholder engagement: Participation from Ms. Parent (as CG&S Chair) in 2024 shareholder outreach meetings .
Board leadership and retirement policy
- Independent Board Chair structure; all committees comprised entirely of independent directors .
- Mandatory retirement policy at age 75, waivable by Board if in best interests of the Company .

Fixed Compensation

Component	2024 Value	Detail
Annual cash retainer	$100,000	Non-employee director cash retainer
Committee chair fee (CG&S)	$25,000	Additional cash retainer for committee chair
Stock awards (RSUs)	$240,000	1,223 RSUs granted on Feb 6, 2024 at $196.14 per share; RSUs vest on first anniversary; dividend equivalents accrue as additional RSUs
Other compensation	$5,000	Zoetis Foundation matching gifts (cap $5,000)
Total	$370,000	Sum of cash, equity, and other

RSU Grant Details	Grant Date	Units	Grant-Date Fair Value/Share	Vesting
Annual equity retainer	Feb 6, 2024	1,223	$196.14	100% vest on first anniversary; dividend equivalents vest on same schedule

Equity Retainer ($)	2024	2025
Annual director equity value	$240,000	$250,000 (Board-approved increase)

Director Compensation Structure Notes
No meeting fees disclosed; compensation reviewed biennially by CG&S Committee
Directors may defer cash retainers (phantom stock units settled in cash at separation) and defer RSU settlement (stock at separation) under Director Deferral Plan

Performance Compensation

Performance-linked elements of director pay	Status
Performance metrics tied to director compensation	None disclosed; equity retainer is time-vested RSUs (no performance conditions)

Other Directorships & Interlocks

Item	Status	Notes
Current public company boards	None	As disclosed in biography
Prior public boards	Deutsche Bank AG Supervisory Board (2014–2018)	Global bank governance
Compensation Committee interlocks	None reported for the Company’s Human Resources Committee in 2024	Company disclosed no HR committee interlocks; Ms. Parent is not an HR committee member

Expertise & Qualifications

Legal, operations, senior management and global business experience as former General Counsel of American Express .
Corporate governance, compliance, and risk management expertise; public company director experience .
Skill matrix alignment: Public Company GC; Compliance; Corporate Governance; Consumer Products; Global Businesses; Human Capital Management .

Equity Ownership

Holder	Common Stock	Deferred Stock Units (vested)	RSUs Outstanding (incl. div. equivalents)	Vested Options
Louise M. Parent	15,260	9,996	2,455 (as of Dec 31, 2024)	—
Notes			RSUs vest and settle at scheduled dates; DSUs settle in stock at separation; directors prohibited from hedging or pledging Zoetis stock under policy	—

Director Stock Ownership Guidelines: Non-employee directors must hold at least $500,000 in Zoetis shares (includes RSUs and deferrals; excludes options and performance awards); 5-year compliance window from election or guideline increase .
Anti-hedging and anti-pledging policies covering directors and colleagues; pledging of Zoetis securities prohibited .

Governance Assessment

Strengths
- Chair of CG&S and member of Audit positions Ms. Parent at the center of governance quality, nomination, sustainability oversight, RPT administration, and financial/reporting risk oversight; both committees are fully independent .
- Independence affirmed; no related-person transactions disclosed for 2024, and CG&S administers the RPT policy—a strong control under her chairmanship .
- Active shareholder engagement (participation by Ms. Parent), consistent with Board’s robust engagement cycle; Board structure includes independent Chair and executive sessions .
- Director pay mix balanced with majority equity retainer (time-vested RSUs), reinforcing ownership alignment without performance gaming; ability to defer enhances long-term alignment .
Risk indicators and considerations
- Age/retirement policy: At 74, Ms. Parent is approaching Zoetis’ mandatory retirement threshold at 75 (waivable), implying potential board transition over the next cycle; succession planning for CG&S leadership should be monitored .
- Hedging/pledging: Prohibited by policy—reduces alignment risk (positive signal) .
- Say-on-pay: Company-level say-on-pay approval was 91% in 2024—supportive of compensation governance generally .
Conflicts and related-party exposure
- No related-person transactions requiring disclosure in 2024 .
- Independence and overboarding policies in place; CG&S monitors potential conflicts and board independence .
Implications for investors
- Governance oversight under Ms. Parent appears strong with clear responsibilities in CG&S and Audit and active shareholder engagement; approaching retirement threshold suggests focus on committee succession and continuity planning over the next year .