Stephanie Tilenius

About Stephanie Tilenius

Stephanie Tilenius is a technology and digital health entrepreneur appointed to the Zoetis Board of Directors effective December 1, 2025, with the Board size increasing from 12 to 13 members upon her joining . She founded Vida Health and served as CEO from 2014 to 2023, and previously held senior roles at Google (VP Global Commerce & Payments), eBay (SVP eBay.com & Global Product), and PayPal (VP Global Merchant Services) . She holds an MBA from Harvard and an MA in International Economics and Finance and a BA in Economics from Brandeis University . Tenure at Zoetis will commence December 1, 2025; independence status will be determined in the next proxy, and the Company disclosed no related-party transactions and no third-party arrangements in connection with her appointment .

Past Roles

External Roles

Board Governance

• Appointment and structure: Appointed October 23, 2025, effective December 1, 2025; Board size increases to 13 on that date .
• Independence and conflicts: Company disclosed no Item 404(a) related-party transactions and no appointment arrangements; standard indemnification agreement will be executed .
• Committees: Zoetis’ four standing committees (Audit; Human Resources; Corporate Governance & Sustainability; Quality & Innovation) are composed entirely of independent directors; committee assignments for Ms. Tilenius were not disclosed at appointment and will be set by the Board .
• Governance features: Independent Board Chair; majority voting in uncontested elections; anti-hedging and anti-pledging policies covering directors .
• Overboarding policy: Directors should not serve on more than four public company boards (including Zoetis) unless otherwise approved; executives limited to two (including Zoetis) .

Fixed Compensation

Zoetis non-employee director compensation framework (2024–2025 policy; Ms. Tilenius will be eligible for this program upon joining):

• Annual cash retainer: $100,000 .
• Additional retainers: Board Chair +$150,000; Committee Chair +$25,000 .
• Equity retainer (RSUs): $240,000 grant value in 2024; increased to $250,000 for 2025 (vest on first anniversary) .
• Director deferral plan: Ability to defer cash retainers and/or RSU settlement; phantom stock units settle upon separation .

Note: The Company’s 8-K states Ms. Tilenius will be eligible for the non-employee director program; specific grant timing/amounts for her appointment were not disclosed at appointment .

Performance Compensation

Directors receive time-based RSUs (not performance-based). Program design for 2025:

• Instrument: RSUs with dividend equivalents that accrue as additional RSUs .
• Vesting: Cliff vesting on the first anniversary of grant .

Other Directorships & Interlocks

Expertise & Qualifications

• Digital and technology leadership (Google Pay/Shopping), scalable platform building, and AI in health—strong fit for Zoetis’ strategy to power the business through digital solutions and data insights .
• Payments, e-commerce, and product-led growth with P&L ownership; >15 acquisitions executed across prior roles .
• Entrepreneurial track record in healthcare, including Vida Health (CEO 2014–2023) .
• Formal education: MBA (Harvard); MA and BA in Economics/International Economics & Finance (Brandeis) .

Equity Ownership

• Ownership guidelines for non-employee directors: Required to hold at least $500,000 in Zoetis stock (5× annual cash retainer), to be achieved within 5 years of election; RSUs/units under deferral count toward the requirement; no pledging permitted .

Note: Ms. Tilenius’ beneficial ownership at Zoetis will first be disclosed in her initial beneficial ownership filings and subsequent proxy disclosures; the 8-K did not include holdings .

Governance Assessment

• Board effectiveness signal: Appointment adds scarce digital health/AI expertise to committees that oversee technology, quality, innovation, and human capital—areas explicitly prioritized by Zoetis’ strategy and governance framework .
• Independence and conflicts: No related-party transactions and no third-party appointment arrangements were disclosed, and she will sign the standard indemnification agreement; formal independence designation will be in the next proxy (Board committees comprise independent directors) .
• Alignment and incentives: Director compensation is balanced (cash + time-based RSUs) with a 1-year vest and five-year ownership guideline of $500,000, supporting alignment while prohibitions on hedging/pledging reduce misalignment risk .
• Overboarding risk: Zoetis caps public boards at four (including Zoetis); Ms. Tilenius’ disclosed public board service (Seagate) appears within policy, though the Company retains discretion via the Corporate Governance & Sustainability Committee .
• Shareholder sentiment context: Zoetis’ most recent say-on-pay received 91% support, indicating generally supportive investor sentiment toward governance and pay practices—constructive backdrop for board refreshment .

Red flags and monitoring:

• Committee assignment, attendance, and engagement will be established post-appointment; monitor the 2026 proxy for independence/attendance confirmations and committee roles .
• Monitor any AI Fund portfolio company exposure or future related-party transactions as Zoetis advances digital and diagnostics initiatives; none disclosed at appointment .
• Track initial beneficial ownership filings (Form 3) and any subsequent Form 4 transactions after the effective date to assess ownership alignment; anti-hedging/pledging policies apply .