Willie Reed

About Willie M. Reed

Independent director of Zoetis Inc.; age 70; director since March 2014. Dean Emeritus and Professor of Comparative Pathobiology at Purdue University; DVM (Tuskegee University) and Ph.D. in Veterinary Pathology (Purdue). Core credentials span animal health, infectious diseases, avian pathology, diagnostics and vaccines; chairs the Quality & Innovation Committee and serves on Corporate Governance & Sustainability; affirmed independent in Feb 2025.

Past Roles

Organization	Role	Tenure	Committees/Impact
Purdue University College of Veterinary Medicine	Dean	2007–2024	Led veterinary college; thought leadership in animal health and diagnostics
Purdue University	Dean Emeritus; Professor of Comparative Pathobiology	2024–present	Academic leadership and mentorship
Michigan State University	Director, Diagnostic Center for Population & Animal Health	1990–2006	Led diagnostic services; expanded lab impact
Michigan State University	Chair, Department of Diagnostic Investigation	1997–2006	Oversight of diagnostic investigations
Purdue University	Chief, Avian Diseases Diagnostic Service	1985–1990	Avian pathology and diagnostic program leadership
Purdue University	Assistant/Associate Professor of Veterinary Pathology	1982–1990	Teaching and research in pathology

External Roles

Organization	Role	Tenure	Committees/Impact
Association of American Veterinary Medical Colleges	President	Not disclosed	National academic leadership
American Association of Veterinary Laboratory Diagnosticians	President	Not disclosed	Lab diagnostics leadership
American Association of Avian Pathologists	President	Not disclosed	Avian pathology leadership
American Veterinary Medical Association	Chair, Council on Research	Not disclosed	Research oversight
National Institutes of Health	Committee service	Not disclosed	Government advisory roles
U.S. Department of Agriculture	Committee service	Not disclosed	Government advisory roles

Board Governance

Committee assignments: Chair, Quality & Innovation; Member, Corporate Governance & Sustainability; all committee members are independent. Quality & Innovation (5 meetings in 2024); Corporate Governance & Sustainability (6 meetings in 2024).
Independence: Board affirmed Reed’s independence in Feb 2025 under NYSE standards and Zoetis Director Qualification Standards.
Attendance and engagement: Board met five times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting.
Board leadership: Independent Chair (Michael B. McCallister); executive sessions held regularly and presided by independent leadership.
Policies: Anti-hedging and anti-pledging policies for directors; Code of Conduct and clawback/compensation recovery policies (for incentive compensation) bolster accountability.

Fixed Compensation

Component (2024)	Amount ($)	Detail
Annual cash retainer	100,000	Standard non-employee director cash retainer, paid quarterly
Committee chair fee (Quality & Innovation)	25,000	Additional annual cash retainer for committee chair
Total fees earned (cash)	125,000	Sum of cash retainer and chair fee
Equity retainer (RSUs)	240,000	Granted in RSUs; vests on first anniversary; dividend equivalents accrue
Matching Gift program	5,000	Zoetis Foundation matching contribution (cap $5,000)
2025 equity retainer (approved)	250,000	Increase to director equity retainer value for 2025

Performance Compensation

Directors do not have performance-based AIP or PSU awards; equity is time-based RSUs.

Equity Award	Grant Date	Number of RSUs	Fair Value per Share	Vesting	Notes
Annual equity retainer (RSUs)	Feb 6, 2024	1,223	196.14	One-year cliff (first anniversary)	Dividend equivalents credited; settlement in stock unless deferred
Performance metrics tied to director compensation	N/A	N/A	N/A	N/A	Director RSUs are time-based; no performance metric disclosure for directors

Other Directorships & Interlocks

Category	Status
Other current public company boards	None (reduces external interlocks)
Compensation committee interlocks	HR Committee members are independent; no interlocks disclosed in 2024

Expertise & Qualifications

Thought leadership in veterinary medicines, diagnostics, vaccines; expertise in infectious diseases and avian pathology.
Senior management in academia; experience developing programs to increase interest in the veterinary profession.
Government agency committee experience (NIH, USDA) enhances regulatory and scientific oversight acumen.
Skills mapped by Zoetis: Academia, Animal Health, Life Sciences, Human Capital Management, Marketing & Sales, Research & Development.

Equity Ownership

As-of Date	Common Shares Owned	Deferred Stock Units (vested)	Vested Options	Notes
March 20, 2025	11,245	4,916	—	Total beneficial ownership 16,161 units (common + deferred)
Dec 31, 2024 (RSU holdings)	—	—	—	RSUs outstanding (including dividend equivalents): 2,455

Director stock ownership guidelines: minimum $500,000 (5x annual cash retainer); five years to comply; company counts RSUs and deferred units toward compliance. Individual compliance status not disclosed.

Governance Assessment

Strengths: Independent status; chairs Quality & Innovation (oversight of R&D strategy, manufacturing quality, EHS, animal welfare, product safety), reinforcing operational risk oversight critical to investor confidence.
Alignment: Holds Zoetis equity via common shares, RSUs, and deferred stock units; director equity retainer encourages ongoing equity ownership; anti-hedging/anti-pledging policies reduce misalignment risk.
Engagement: Meets attendance thresholds; joins shareholder engagement via CG&S governance processes; Board maintains executive sessions and robust evaluation cycles.
Compensation governance context: HR Committee fully independent; uses independent consultant; no interlocks reported in 2024—supports pay discipline and reduces conflicts.
Shareholder signals: 2024 Say-on-Pay approved at 91%—indicative of broad support for compensation framework and governance environment.
RED FLAGS: None disclosed—no related-party transactions for 2024; anti-pledging policy in force; no other public company boards that might create interlocks.