Michael McCallister
ZoetisAbout Michael B. McCallister
Independent Director and Board Chair at Zoetis. Age 72; Director since January 2013; Board Chair since June 2013. Former Chairman and CEO of Humana with deep healthcare, M&A, compliance, and human capital management experience. Education: B.S. in Accounting (Louisiana Tech University) and MBA (Pepperdine University). Other current public company directorships: AT&T (since Feb 2013) and Fifth Third Bank (since Nov 2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humana Inc. | Chief Executive Officer | 2000–2012 | Led numerous M&A transactions; oversight of compliance, human capital, marketing and sales; oversight of product development; Chairman of Humana Board 2010–2013 . |
| Business Roundtable | Member; Chair, Health and Retirement Task Force | Not disclosed | Policy leadership in health and retirement domains . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | Director | Since Feb 2013 | Not disclosed in Zoetis proxy . |
| Fifth Third Bank | Director | Since Nov 2011 | Not disclosed in Zoetis proxy . |
Board Governance
- Role: Independent Board Chair; presides over executive sessions of independent directors, sets Board meeting agendas, and represents the Board in stakeholder communications as needed .
- Committee assignments: None (serves as Board Chair, not a committee member) .
- Committee structure and 2024 activity: Audit (Chair: Gregory Norden; 7 meetings), Corporate Governance & Sustainability (Chair: Louise M. Parent; 6 meetings), Human Resources (Chair: Frank A. D’Amelio; 5 meetings), Quality & Innovation (Chair: Willie M. Reed; 5 meetings); all members independent, with designated audit committee financial experts .
- Independence: Board affirmed McCallister is independent under NYSE and Zoetis Director Qualification Standards (Feb 2025 review) .
- Attendance and engagement: Board met five times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting virtually; directors participated in a 2024 site visit to Kalamazoo R&D/manufacturing facilities .
- Risk oversight: Board and committees oversee ERM, cybersecurity (briefings to Audit Committee and full Board), succession planning and key enterprise risks .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director cash retainer . |
| Board Chair additional cash retainer | $150,000 | Paid to Board Chair . |
| Equity retainer (RSUs) | $240,000 | 1,223 RSUs granted Feb 6, 2024 at $196.14 per RSU; dividend equivalents accrue; vest on first anniversary, subject to continued service . |
| Total 2024 Director Compensation | $490,000 | Fees earned $250,000; Stock awards $240,000; All other compensation — . |
- Structure in 2025: Board increased equity retainer to $250,000 per non-employee director for 2025 .
Computed insight: Cash 51% vs equity 49% of 2024 total (derived from $250,000 cash and $240,000 equity) .
Performance Compensation
| Element | Structure | Metrics Used | Vesting |
|---|---|---|---|
| Annual director equity | Time-based RSUs | None; directors do not have performance-based metrics for equity awards | RSUs vest on first anniversary of grant; dividend equivalents credited; optional deferral under Director Deferral Plan . |
Other Directorships & Interlocks
| Company | Relationship Type | Potential Interlock/Conflict |
|---|---|---|
| AT&T Inc. | Public company directorship | No related-person transactions disclosed for 2024; Board reviews conflicts via Governance & Sustainability Committee policy . |
| Fifth Third Bank | Public company directorship | No related-person transactions disclosed for 2024; Board reviews conflicts via Governance & Sustainability Committee policy . |
- Related party transactions: None required to be disclosed for fiscal 2024 under SEC rules .
- Compensation committee interlocks: None; all 2024 Human Resources Committee members independent; no cross-director executive interlocks disclosed .
Expertise & Qualifications
- Senior management experience (former CEO of Humana), accounting background, Board chair experience, public company director experience .
- M&A, compliance, human capital management, marketing and sales oversight; policy leadership via Business Roundtable .
Equity Ownership
| Category | Quantity | Detail |
|---|---|---|
| Common stock | 27,687 | Includes shares held directly/indirectly and in family trusts; personal/family trust holdings: 25,854 included . |
| Deferred stock units (vested) | 10,806 | Vested DSUs and dividend equivalents; payable in lump sum within 60 days after leaving Board . |
| RSUs outstanding (as of 12/31/2024) | 2,455 | Includes dividend equivalents; 2024 grant vests on 2/6/2025 . |
| Stock options | — | None disclosed for directors (options are for executive officers under Equity Plan) . |
| Total reported holdings (excl. unvested RSUs) | 37,581 | Common + vested DSUs; group of directors/executives <1% of outstanding shares . |
| Shares outstanding (as of 3/20/2025) | 446,179,988 | For ownership percentage context . |
Policy safeguards
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging Zoetis securities .
- Director ownership guidelines: Minimum $500,000 in Zoetis equity (≈5× annual cash retainer), five years to achieve; RSUs/DSUs count toward compliance (excluding performance awards and options) .
Insider Trades and Forms Filed
| Filing date | Transaction date | Form 4 description | Code | Shares | Price | Source |
|---|---|---|---|---|---|---|
| 2024-09-03 | 2024-09-03 | Transfer of 16,854 shares to a trust (reporting person trustee) | J (Other) | -16,854 | Not stated | |
| 2025-02-10 | 2025-02-06 | RSU-related transaction; share disposition to company at vesting/withholding; exercise entries | J/M | -316 / +1,236 | $174.12 (J) | |
| 2025-02-11 | 2025-02-08 | RSU-related transaction; share disposition to company at vesting/withholding; exercise entries | J/M | -313 / +1,225 | $171.43 (J) | |
| 2025-05-20 | 2025-05-20 | Transfer of 1,830 shares to a trust | J (Other) | -1,830 | Not stated |
Note: Cloudfront PDF copies of related Form 4 filings reference McCallister’s transactions in Feb 2025 .
Governance Assessment
- Strengths: Independent Board Chair separate from CEO, presiding over executive sessions and setting agenda—enhances oversight and board effectiveness . Committee system covers financial integrity, compensation risk, governance/sustainability, and quality/innovation with clear charters and regular meetings; all committee members independent and financially literate where required . Independence affirmed in Feb 2025; no related-person transactions disclosed in 2024; anti-hedging/anti-pledging policy reduces alignment risks .
- Alignment: Material personal shareholdings and vested DSUs, plus annual RSU grants, support alignment with shareholder outcomes; director ownership guidelines ($500k minimum) further reinforce skin-in-the-game .
- Compensation quality: Balanced cash/equity mix; equity is time-based RSUs (no short-term performance metrics for directors), limiting incentives for risk-taking while maintaining long-term alignment .
- RED FLAGS: None disclosed. No related-party transactions; anti-pledging/hedging policy in place. Transfers to trust reported transparently via Form 4; not inherently problematic. Attendance threshold met across directors; no low attendance or pay anomalies noted .