Vanessa Broadhurst

About Vanessa Broadhurst

Vanessa Broadhurst (age 56) is an independent director of Zoetis Inc., serving since July 2022. She is Executive Vice President, Global Corporate Affairs at Johnson & Johnson and a member of J&J’s Executive Committee, with prior senior roles at Amgen, Johnson & Johnson, Novartis, and Abbott; she holds a BA (University of Colorado) and an MBA (Michigan Ross) . The Board affirmed her independence in February 2025 under NYSE standards and Zoetis’ Director Qualification Standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Johnson & Johnson	EVP, Global Corporate Affairs; Executive Committee member	Current	Leads corporate marketing, global communications, Health & Wellness Solutions, global public health and philanthropy; human capital leadership
Johnson & Johnson	Company Group Chairman, Global Commercial Strategy (Pharma)	2019–2021	Senior commercial strategy leadership
Johnson & Johnson	President, Cardiovascular & Metabolism	2017–2018	Therapeutic-area P&L leadership
Amgen	General Manager, Cardiovascular & Bone; Inflammation & CV	2013–2017	Leadership in M&A activity, pipeline development, and launch strategy
Johnson & Johnson	Senior leadership roles	2005–2013	Multiple senior positions across J&J
Novartis	Head, Global Gastroenterology Marketing	2003–2005	Global marketing leadership
Abbott Laboratories	Roles of increasing responsibility	1994–2003	Commercial leadership roles

External Roles

Organization	Role	Tenure	Committees/Impact
Ad Council	Board Member	Current	National public service advertising leadership
The Executive Leadership Council (ELC)	Member	Current	Senior Black executive leadership network
Public company boards	None	—	Other Current Public Company Directorships: None

Board Governance

Attribute	Detail
Board independence	Independent director (affirmed Feb 2025)
Board/Committee attendance	Board met 5 times in 2024; each director attended at least 75% of Board and assigned Committee meetings; all directors attended 2024 Annual Meeting
Committee assignments	Corporate Governance & Sustainability (member; 6 meetings in 2024) ; Quality & Innovation (member; 5 meetings in 2024)
Key committee mandates (relevant to Broadhurst)	CG&S: director nominations, director compensation recommendations, administers related-person transaction policy, sustainability oversight . Q&I: R&D/innovation strategy, manufacturing quality and EHS oversight, animal welfare/product safety
Executive sessions & structure	Independent Board Chair; regular executive sessions without management

Fixed Compensation

Year	Cash Retainer	Committee/Chair Fees	Equity Retainer (Grant Form)	Grant Detail	Total
2024	$100,000	— (not a Chair)	$240,000 (RSUs)	1,223 RSUs on Feb 6, 2024 at $196.14; dividend equivalents; 1-year vest	$340,500 (incl. $500 matching gift)
2025 policy	—	—	Equity retainer increased to $250,000 (for all non-employee directors)	RSUs vest after 1 year; deferral available	—

Additional program terms for non-employee directors: Board Chair +$150,000; Committee Chairs +$25,000; ability to defer cash/equity into Director Deferral Plan .

Performance Compensation

Item	2024/2025 Design	Metrics/Notes
Performance-based director compensation	None disclosed for non-employee directors; compensation is cash retainer + time-vested RSUs (no director bonus/options)	Director RSUs vest after 1 year; may defer; dividend equivalents accrue

Other Directorships & Interlocks

Company/Entity	Role	Potential Interlock/Conflict Note
Public company boards	None	Reduces overboarding/conflict risk
Johnson & Johnson	EVP, Global Corporate Affairs	No related-person transactions disclosed for 2024; CG&S (of which she is a member) oversees related-person transaction reviews; members with an interest must recuse

Expertise & Qualifications

Business leadership and senior management; EVP Global Corporate Affairs at J&J
Consumer healthcare marketing and digital communications expertise
Global pharmaceutical business and direct-to-consumer advertising experience
Skills mapping includes Consumer Products, Digital & Technology, Global Businesses, Marketing & Sales, Life Sciences, Human Capital Management, M&A, R&D .

Equity Ownership

Holding type	Amount
Common shares beneficially owned	1,857
Deferred stock units (vested)	0 (none listed for her)
Unvested RSUs (incl. dividend equivalents) at 12/31/2024	2,632
Vested options	— (not applicable for non-employee directors)
Ownership as % of shares outstanding	~0.0004% (1,857 / 446,179,988)
Hedging/pledging	Prohibited for directors under Zoetis policy
Director ownership guideline	Must hold at least $500,000 (5x cash retainer) within 5 years of first election; includes units and deferrals; applies to directors like Ms. Broadhurst (elected July 2022)

Governance Assessment

Key findings

Independence and committee influence: The Board reaffirmed Ms. Broadhurst’s independent status in 2025. She sits on CG&S (governance, director pay recommendations, related-party oversight) and Q&I (R&D/quality/EHS): a governance-relevant mix for risk oversight and sustainability .
Attendance and engagement: Board met 5x in 2024; every director met the 75% attendance threshold; all directors attended the 2024 Annual Meeting—supporting engagement .
Director compensation and alignment: 2024 pay of $340,500 comprised $100,000 cash and $240,000 in RSUs (≈70% equity), with RSUs vesting after one year; equity retainer rises to $250,000 in 2025—supporting alignment through equity .
Ownership and policies: 1,857 shares owned; 2,632 unvested RSUs at 12/31/24; anti-hedging and anti-pledging policies apply; director ownership guideline is $500,000 within five years of election (by July 2027 for Ms. Broadhurst) .
Shareholder signals: Say-on-pay support was 91% at the 2024 meeting, indicating broad approval of compensation practices and, by extension, board oversight .
Related parties and conflicts: No related-person transactions were disclosed for 2024; CG&S administers related-party reviews with recusals for interested members, mitigating conflict risk given her J&J executive role .

RED FLAGS

None disclosed: No related-party transactions; no overboarding; attendance threshold met; hedging/pledging prohibited .
Monitoring item: As a senior J&J executive, continue to monitor for any prospective Zoetis–J&J dealings; CG&S structure and recusal policy mitigate risk .

SAY-ON-PAY & SHAREHOLDER FEEDBACK

2024 say-on-pay: 91% approval; Board reports ongoing shareholder engagement on governance and compensation .

DIRECTOR COMPENSATION DETAILS (reference)

Standard 2024 structure: $100,000 cash retainer; +$25,000 for Committee Chairs; +$150,000 for Board Chair; $240,000 equity retainer in RSUs (one-year vest), increasing to $250,000 in 2025; deferral options for cash/equity .
Ms. Broadhurst 2024 line: Fees $100,000; Stock Awards $240,000; Matching Gift $500; Total $340,500; 1,223 RSUs at $196.14 granted 2/6/2024 .

EDUCATION

BA, University of Colorado; MBA, University of Michigan Ross (Consortium Fellow) .