Michael McCallister

About 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
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 .