Paul Bisaro
ZoetisAbout Paul M. Bisaro
Paul M. Bisaro, 64, is an independent director of Zoetis (director since May 2015; 9 full years of service as of March 20, 2025). He serves on the Human Resources Committee and the Quality & Innovation Committee. He holds a B.A. from the University of Michigan and a J.D. from The Catholic University of America. He is currently Chairman of the Board at Mallinckrodt plc and a director at Myriad Genetics, Inc.
Past Roles
| Organization | Role | Tenure / Notes |
|---|---|---|
| Amneal Pharmaceuticals, Inc. | Executive Chairman | 2018–2019 |
| Impax Laboratories, Inc. | President & CEO | 2017–2018; led merger of Amneal Pharmaceuticals LLC and Impax |
| Allergan plc (formerly Actavis plc) | Executive Chairman | 2014–2016 |
| Actavis (formerly Watson Pharmaceuticals) | President, CEO, Director; later Board Chairman | CEO/Director 2007–2014; Chairman 2013–2014 |
| Barr Pharmaceuticals, Inc. | President, COO, Director; earlier General Counsel | GC 1992–1999; later SVP Strategic Biz Dev (1997–1999) and President/COO (dates per tenure summary) |
External Roles
| Organization | Role | Since / Prior Service | Committees / Impact |
|---|---|---|---|
| Mallinckrodt plc | Chairman of the Board | Since Feb 2024; previously on board Jun 2022–Nov 2023 | Board leadership (Chair) |
| Myriad Genetics, Inc. | Director | Since Oct 2022 | Not disclosed |
| Prior public boards | Allergan plc (and predecessors); Zimmer Biomet Holdings, Inc.; Amneal (and predecessor Impax); TherapeuticsMD, Inc. | Historical | Not disclosed |
Board Governance
- Independence status: Independent director; committee memberships are composed entirely of independent directors.
- Committee assignments and activity (2024):
- Human Resources Committee (member); 5 meetings; all members independent; no interlocks or related-person relationships requiring disclosure.
- Quality & Innovation Committee (member); 5 meetings; all members independent.
- Board attendance and engagement: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting.
- Tenure: Director since May 2015; 9 full years as of March 20, 2025.
- Director compensation governance: Director pay reviewed at least biennially by the Corporate Governance & Sustainability Committee.
- Director stock ownership guidelines: Minimum $500,000 of Zoetis stock (equal to 5x annual cash retainer excluding chair fees); 5-year compliance window; RSUs and deferrals count; performance awards and options excluded.
- Insider trading, hedging, and pledging: Zoetis policy prohibits hedging, short sales, and pledging by directors and colleagues.
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Equity Retainer (Grant Date) | Equity Value ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 100,000 | — (not a chair) | RSUs (Feb 6, 2024) | 240,000 | 1,223 RSUs at $196.14 per unit; 1-year vest; dividend equivalents accrue. |
| 2025 (policy) | — | — | Equity retainer value increased for non-employee directors | 250,000 | Board approved increase in Feb 2025; individual grant details not listed here. |
No meeting fees are paid; additional cash retainers apply only for Board Chair ($150,000) and committee chairs ($25,000), which Bisaro did not receive in 2024.
Performance Compensation
Directors do not receive performance-based incentives; equity is granted as time-vested RSUs that vest on the first anniversary of grant and include dividend equivalents.
| Grant Date | Vehicle | Units | Grant-Date Fair Value/Unit | Total Grant-Date Value | Vesting |
|---|---|---|---|---|---|
| Feb 6, 2024 | RSUs | 1,223 | $196.14 | $240,000 | 100% on 1-year anniversary; dividend equivalents accrue and vest concurrently. |
Other Directorships & Interlocks
- Current public boards: Mallinckrodt plc (Chairman), Myriad Genetics, Inc. (Director).
- Compensation committee interlocks: None; all HR Committee members independent; no relationships requiring disclosure under SEC rules.
Expertise & Qualifications
- Senior management experience, including as former CEO of Actavis (Watson) and Impax.
- Global healthcare and pharmaceutical industry expertise.
- Mergers & acquisitions expertise.
- Public company director and CEO experience; governance/legal background (former GC).
- Education: B.A., University of Michigan; J.D., The Catholic University of America.
Equity Ownership
| Item | Detail |
|---|---|
| RSUs held (incl. dividend equivalents) as of Dec 31, 2024 | 2,455 RSUs |
| Deferred stock units (pre-2015 plan) | 0 (not a director prior to 2015; does not hold deferred stock units) |
| Hedging / short sales / pledging | Prohibited by Zoetis policy for directors and colleagues. |
| Director ownership guideline | $500,000 (5x annual cash retainer), 5-year compliance window. |
The proxy presents director and officer ownership in aggregate and notes the group owns less than 1% of shares outstanding; it does not attribute a percentage to individual directors. Total shares outstanding were 446,179,988 as of March 20, 2025.
Insider Grants and Settlements (Form 4 and Proxy-Disclosed)
| Date | Type | Security | Quantity | Price/Value | Notes |
|---|---|---|---|---|---|
| Feb 6, 2024 | Grant | RSUs | 1,223 | $196.14 per unit; $240,000 total | Vests on first anniversary; dividend equivalents accrue. |
| Feb 10–11, 2025 (filed) | Settlement | Common (from RSU vesting) | Not specified in proxy | — | Form 4 filings reflect RSU vesting/settlement around Feb 6–8, 2025; RSUs vest on first anniversary. |
Governance Assessment
- Strengths: Independent status; long-tenured pharmaceutical operator with CEO/M&A experience; active committee roles on HR and Quality & Innovation; strong director ownership framework ($500k guideline) and robust anti-hedging/anti-pledging policy; full Board and committee independence in HR oversight; Board-level clawback and “double-trigger” change-in-control standards for executives indicate governance rigor.
- Engagement: Met attendance expectations (≥75%) and participates in site visits and shareholder engagement as part of Board processes.
- Compensation alignment: Director pay mix heavily equity-based via time-vested RSUs; 2025 increase in equity retainer to $250,000 continues to emphasize stock-based alignment; no meeting fees.
- Conflicts and interlocks: No compensation committee interlocks or relationships requiring disclosure; related-person transactions are administered by the Corporate Governance & Sustainability Committee.
RED FLAGS: None disclosed specific to Bisaro. Pledging and hedging are prohibited; no related-person transactions or interlocks reported for the HR Committee on which he serves.