Sanjay Khosla

About Sanjay Khosla

Independent director of Zoetis since June 2013; age 73. Former EVP and President, Developing Markets at Mondelēz (formerly Kraft Foods), where he scaled developing market revenues from ~$5B to ~$16B, and longstanding academic affiliation as senior fellow and adjunct professor at Northwestern’s Kellogg School of Management. He is currently CEO of Bunnik LLC and has prior animal-health exposure from leading Fonterra Brands & Food Service. Education: B.S. in Electrical Engineering (IIT Delhi) and Harvard Business School Advanced Management Program .

Past Roles

Organization	Role	Tenure	Committees/Impact
Mondelēz International (formerly Kraft Foods)	EVP & President, Developing Markets	2007–2013	Scaled developing markets business from ~$5B to ~$16B; leadership across manufacturing, supply, marketing, sales, M&A .
Fonterra Brands & Food Service	Managing Director	2004–2006	Animal health adjacency via global dairy; operating leadership .
Bunnik LLC	CEO	2013–present	Management consulting firm leadership .
Boston Consulting Group	Senior Advisor	2013–2024	Strategy advisory to global companies .
Kellogg School of Management, Northwestern University	Senior Fellow & Adjunct Professor	2013–present	Academic leadership/teaching (global business/marketing) .

External Roles

Organization	Role	Status	Notes
Public company directorships	—	None (current)	2025 proxy lists no current public boards .
Best Buy, Inc.	Director	Prior	Former board service (date not specified) .
NIIT Ltd.	Director	Prior	Former board service (date not specified) .
Igniting Consumer Growth Acquisition Co. Ltd. (SPAC)	Director	Listed in 2024	Shown as current in 2024 proxy (since 2021); not shown as current in 2025 proxy .
Qualsights (private)	Director	Since 2022	Private company board .

Board Governance

Independence: Board affirmatively determined Khosla is independent under NYSE standards (Feb 2025) .
Committee assignments (all-independent committees): Human Resources Committee (member; 5 meetings in 2024) and Quality & Innovation Committee (member; 5 meetings in 2024) .
Chair roles: None (not a committee chair) .
Attendance: In 2024, the Board met 5 times and each director attended at least 75% of Board and committee meetings on which they served .
2025 Director election support (signal of investor confidence): For 363,294,340; Against 8,250,547; Abstain 529,770; Broker non‑votes 20,816,334 .
Board structure safeguards: Independent Board Chair; majority voting standard; annual elections; executive sessions; proxy access; enterprise risk oversight; anti‑hedging/anti‑pledging policy covering directors .

Fixed Compensation

Year	Component	Amount/Detail
2024	Annual cash retainer	$100,000 .
2024	Committee chair fees (if applicable)	Not applicable to Khosla (not a chair) .
2024	Equity retainer (RSUs)	$240,000 grant value; 1,223 RSUs @ $196.14 on Feb 6, 2024; vest on 1st anniversary; dividend equivalents accrue .
2024	Total director compensation	$340,000 (cash $100,000; stock awards $240,000; no other) .
2025	Program change (equity retainer)	Equity retainer value increased to $250,000 for 2025 grants .

Director deferral program: May defer up to 100% of cash retainer and RSUs into the Director Deferral Plan; phantom stock units accrue dividends; cash-settled upon separation for cash deferrals; RSU deferrals settled in stock upon separation .

Performance Compensation

Grant/Balance	Vehicle	Grant Date / As of Date	Quantity / Value	Vesting / Terms
Annual equity	RSUs	Feb 6, 2024	1,223 units ($240,000 @ $196.14)	Vest on 1st anniversary; dividend equivalents accrue .
Deferred RSUs (2019+ deferral elections)	Deferred stock units	As of Dec 31, 2024	5,869 units	Fully vested; paid within 30 business days after separation or qualifying change in control (409A) .
Legacy director DSUs (pre‑2015 program)	Deferred stock units	As of Dec 31, 2024	9,967 units	Fully vested; settle in stock only upon separation from service .

Note: Zoetis does not use performance‑conditioned equity for non‑employee directors; equity is time‑vested RSUs intended to align director interests with shareholders .

Other Directorships & Interlocks

Current Human Resources Committee (compensation committee) interlocks: None; no member (including Khosla) is/was a Zoetis officer; no reciprocal interlocks reported for 2024 .
Related person transactions: None requiring disclosure for 2024 .

Expertise & Qualifications

International P&L leadership in consumer products and developing markets; M&A experience; manufacturing & supply; marketing & sales; academia; animal‑health adjacency via Fonterra .
Board‑level skill tags listed by Zoetis include Academia, Animal Health, Consumer Products, Global Businesses, Human Capital Management, Manufacturing & Supply, Marketing & Sales, M&A, Research & Development, and Other Public Company Board Member experience .

Equity Ownership

As of March 20, 2025	Common Stock	Deferred Stock Units	Vested Options	Total Beneficial Ownership
Sanjay Khosla	9,808	18,629	—	28,437 .

Director ownership guideline: Hold at least $500,000 in Zoetis equity (5× annual cash retainer) within five years of joining/increase; RSUs and DSUs count toward compliance (excludes options/performance awards) .
Hedging/pledging: Prohibited for directors (anti‑hedging and anti‑pledging policy) .

Governance Assessment

Strengths
- Independent, long‑tenured operator with deep global consumer and developing markets expertise; broad skill coverage including manufacturing, commercial, and M&A, plus academic rigor .
- Active on HR and Quality & Innovation Committees that oversee executive pay/talent and R&D/quality—key risk and value drivers for Zoetis .
- Strong shareholder support in 2025 election (363.3M For vs 8.3M Against), indicating investor confidence .
- Clean related‑party profile; no compensation‑committee interlocks; robust anti‑hedging/anti‑pledging and related‑party policies .
Watch items
- Attendance disclosed only as “≥75%” for all directors (company‑wide disclosure); individual attendance percentages are not provided—no red flag per se but less granular transparency .
- No current public boards (reduces potential interlocks but also external public oversight exposure); private board roles continue .
Alignment & incentives
- Director pay is balanced (cash + time‑vested RSUs), with equity comprising a meaningful portion; 2025 equity retainer increased, maintaining equity alignment .
- Substantial DSU balances that settle upon separation support long‑term alignment and discourage short‑termism .
Overall view
- Khosla’s profile supports board effectiveness in growth strategy, commercialization, and emerging markets while committee roles align with Zoetis’ human capital and innovation priorities. Absence of conflicts and strong re‑election support are positive governance signals for investors .