Mark Stetter

About Mark Stetter

Mark Stetter, age 64, is the Dean of the University of California, Davis School of Veterinary Medicine (since 2021), overseeing education, research, hospitals, diagnostic labs, and centers with an annual budget over $330 million and more than 2,000 faculty, staff and students; he holds a B.S. in Biochemistry and Chemistry and a Doctor of Veterinary Medicine from the University of Illinois at Urbana-Champaign . He is nominated to join the Zoetis Board at the 2025 Annual Meeting and has been affirmatively determined independent under NYSE standards and Zoetis Director Qualification Standards . His background spans academic leadership, Fortune 100 corporate animal health operations (Disney), and wildlife/zoo medicine .

Past Roles

Organization	Role	Tenure	Committees/Impact
University of California, Davis School of Veterinary Medicine	Dean	2021–Present	Oversees $330M+ budget and 2,000+ faculty/staff/students; broad oversight of education, research, hospitals, diagnostics, centers
Colorado State University College of Veterinary Medicine & Biomedical Sciences	Dean and Professor	2012–2021	Senior academic leadership; veterinary medicine and biomedical sciences administration
The Walt Disney Company	Director of Animal Operations; Director of Animal Health	1997–2012	Senior leadership at a Fortune 100 company; animal health operations oversight
Bronx Zoo / Wildlife Conservation Society	Zoo and wildlife veterinarian	Not disclosed	Wildlife/zoo veterinary practice
Audubon Nature Institute	Zoo and wildlife veterinarian	Not disclosed	Wildlife/zoo veterinary practice

External Roles

Organization	Role	Tenure	Notes
PetSmart Charities	Director, Board	Not disclosed	Non-profit leadership in animal welfare
American Association of Veterinary Medical Colleges (AAVMC)	Treasurer	Not disclosed	National veterinary education organization leadership
American College of Zoological Medicine (ACZM)	President	Not disclosed	Specialty college leadership
Morris Animal Foundation	Chair, Wildlife Scientific Advisory Board	Not disclosed	Scientific oversight in wildlife research
American Association of Zoo Veterinarians (AAZV)	Chair, Research Committee	Not disclosed	Research governance for zoo veterinarians

Board Governance

Independence: Board affirmatively determined Dr. Stetter is independent in connection with his nomination in March 2025; CEO Kristin Peck is the only non-independent director .
Committee assignment: Proposed to join the Quality and Innovation Committee (all members independent) .
Quality & Innovation responsibilities: Oversees R&D and innovation strategy/results; manufacturing quality and EHS processes; qualifications of key supply/manufacturing/EHS personnel; animal welfare, adverse event reporting, and product safety programs .
Board leadership/independence: Independent Board Chair (Michael B. McCallister) elected annually; all four committees (Audit, Human Resources, Corporate Governance & Sustainability, Quality & Innovation) are entirely independent; regular executive sessions led by the independent Chair .
Attendance & engagement: In 2024 the Board met five times and each director attended at least 75% of Board/Committee meetings; directors are expected to attend the annual meeting, and all then-serving Board members attended in 2024; tailored orientation and continuing education are provided .
Nomination and refreshment: Corporate Governance & Sustainability Committee led the refresh process and nominated Stetter for election at the 2025 Annual Meeting; Board considers integrity, independence, sector expertise, time commitment, and potential conflicts in nominations .

Fixed Compensation

Non-employee director program applicable if elected:

Component	2024	2025
Annual cash retainer ($)	$100,000	$100,000
Board Chair additional cash retainer ($)	$150,000	$150,000
Committee Chair additional cash retainer ($)	$25,000	$25,000
Annual equity retainer (RSUs, grant-date value) ($)	$240,000	$250,000 (approved Feb 2025)
RSU vesting	One-year cliff vesting	One-year cliff vesting
Cash retainer deferral	Up to 100% deferrable to phantom stock units (dividend equivalents, no voting; settled in cash at separation)	Same
RSU deferral	Up to 100% settlement deferral; deferred RSUs settled in stock at separation	Same
Dividend equivalents on RSUs	Credited as additional RSUs	Credited as additional RSUs

Performance Compensation

Director awards are time-based; no performance metrics are disclosed for non-employee director equity.

Metric	2024	2025
Equity type	RSUs (time-based)	RSUs (time-based)
Performance metrics tied to director comp	None disclosed/applicable	None disclosed/applicable
Vesting schedule	One-year cliff	One-year cliff
Dividend equivalents	Credited as additional RSUs	Credited as additional RSUs

Other Directorships & Interlocks

Type	Company/Organization	Role	Notes
Public company directorships	None	—	No other public boards disclosed
Shared directorships/interlocks	None disclosed	—	Committee considers conflicts and time commitment in nominations

Expertise & Qualifications

Senior leadership at large universities; human capital management experience .
Fortune 100 corporate experience in animal health operations (Disney) .
Extensive animal health expertise across pets, livestock, exotic animals, research, and wildlife; research and development exposure .
Governance roles in national veterinary organizations (AAVMC, ACZM, Morris Animal Foundation, AAZV) .

Equity Ownership

Item	Detail
Current beneficial ownership at Zoetis	Not applicable—nominee; “Director since: N/A”
Director share ownership guideline	Must hold Zoetis shares valued at least $500,000 (five times annual cash retainer, excluding chair fees); five years to comply from first election or guideline increase
Anti-hedging/anti-pledging	Directors are prohibited from hedging or pledging Zoetis shares
Deferral programs	Cash retainers deferrable to phantom stock units (settled in cash at separation); RSU settlement deferrable (settled in stock at separation)

Governance Assessment

Strengths: Independent nominee with directly relevant animal health and R&D oversight experience; proposed assignment to all-independent Quality & Innovation Committee aligns with Zoetis’ product quality and innovation oversight; Board’s governance practices include independent Chair, executive sessions, annual evaluations, and committee independence—all supportive of investor confidence .
Alignment and incentives: Director pay structure emphasizes equity (RSUs) with a recent increase in equity retainer to $250,000, plus $500,000 ownership guideline, anti-hedging/pledging policies—favorable for alignment .
Conflicts and related-party exposure: No related-person transactions requiring disclosure for fiscal 2024; nomination process explicitly considers potential conflicts and time commitment; Stetter holds no other public boards, reducing overboarding risk .
Attendance/engagement: While Stetter has no historical attendance as a director yet, Zoetis directors met five times in 2024 with at least 75% attendance and robust orientation/continuing education; monitor his 2025 participation post-election .

RED FLAGS: None disclosed specific to Stetter. Anti-hedging/pledging policies and no related-party transactions mitigate key governance risks . Overboarding policy in place; Stetter currently has no public-company directorships .