Form 8-K
8-K — Zoetis Inc.
Accession: 0001193125-26-338080
Filed: 2026-08-06
Period: 2026-08-06
CIK: 0001555280
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — d166736d8k.htm (Primary)
EX-10.1 (d166736dex101.htm)
EX-10.2 (d166736dex102.htm)
EX-99.1 (d166736dex991.htm)
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XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
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8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 6, 2026
Zoetis Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-35797
46-0696167
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
10 Sylvan Way, Parsippany, New Jersey
07054
(Address of principal executive offices)
(Zip Code)
(973) 822-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
ZTS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of James Saccaro as Executive Vice President, Chief Financial Officer and Chief Operating Officer
On August 6, 2026, Zoetis Inc. (the “Company”) announced that James Saccaro has been appointed as Executive Vice President, Chief Financial Officer and Chief Operating Officer, effective August 17, 2026. Mr. Saccaro will lead Zoetis’ global finance function, shaping capital allocation, financial strategy, reporting and controls, and investor engagement and oversee Global Manufacturing and Supply to drive operational execution and performance. He will serve as the principal financial officer and principal accounting officer of the Company.
Mr. Saccaro, age 53, has served as Vice President and Chief Financial Officer of GE HealthCare Technologies Inc. since June 2023. He previously served as Executive Vice President and Chief Financial Officer of Baxter International Inc. from July 2015 to May 2023. Mr. Saccaro received a bachelor’s degree in economics and master’s degree in engineering-economic systems from Stanford University.
In connection with Mr. Saccaro’s appointment, on July 31, 2026, the Company entered into an offer letter with Mr. Saccaro (the “Offer Letter”) setting forth the terms of his appointment. The Offer Letter provides for (a) an annual base salary of $1,000,000, (b) an annual target incentive opportunity under the Company’s Annual Incentive Plan of 100% of his base salary, with his bonus for 2026 to be paid at target and pro-rated for the length of service with the Company in 2026, (c) an annual target long-term incentive opportunity of $5,000,000 (which would currently comprise performance stock units (50%), restricted stock units (25%), and stock options (25%)), (d) eligibility to participate in the Company’s Executive Severance Plan and (e) eligibility to receive relocation assistance and to participate in the Company’s benefits plans and programs as applicable to other similarly situated senior executives. Mr. Saccaro will also receive a one-time make-whole award of restricted stock units with a grant date value of $6,250,000, which will vest ratably in thirds on the first three anniversaries of the grant date, and a one-time make-whole cash award of $1,250,000, which will be subject to repayment to the Company in the event Mr. Saccaro’s employment is terminated under certain circumstances within the first year of employment.
Other than the Offer Letter, there are no arrangements or understandings between Mr. Saccaro and any other persons pursuant to which he was appointed as the Company’s Executive Vice President, Chief Financial Officer and Chief Operating Officer. There is no family relationship between Mr. Saccaro and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. Saccaro that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
A copy of the press release announcing Mr. Saccaro’s appointment as Executive Vice President, Chief Financial Officer and Chief Operating Officer is attached to this Current Report as Exhibit 99.1.
Departure of Wetteny Joseph, Executive Vice President and Chief Financial Officer
On July 31, 2026, the Company entered into a letter agreement (the “Letter Agreement”) with Wetteny Joseph setting forth the terms of his departure from the Company. Mr. Joseph’s departure was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices, including any matters relating to its accounting principles or practices, financial statement disclosure, or internal controls.
Pursuant to the Letter Agreement, after August 16, 2026, or such later date as may be determined by the Company (the “Transition Date”), Mr. Joseph will transition from his role as Executive Vice President and Chief Financial Officer to remain employed by the Company as a non-executive officer of the Company through the earlier of February 28, 2027 and a mutually agreed termination date (the “Termination Date”). Following the Transition Date and until the Termination Date, Mr. Joseph has agreed to assist in the proper transition of his duties and responsibilities and provide advisory services to the Company.
Until the Termination Date, Mr. Joseph will continue to receive his current rate of annual base salary, participate in the Company’s employee benefit plans and continue to vest in his outstanding equity awards. For calendar year 2026, he will be eligible to receive an annual incentive award based on his annual incentive target currently in effect and subject to Company performance-based funding. Upon his termination of employment on the Termination Date, Mr. Joseph will be eligible for separation benefits pursuant to Section 3.1 of the Company’s Executive Severance Plan and he will be entitled to benefits thereunder in accordance with the terms and conditions of the plan. His outstanding equity awards will be treated as though his termination of employment occurred pursuant to a “Restructuring Event” under the terms of the applicable award agreements.
The foregoing descriptions of the terms and conditions of the Offer Letter with Mr. Saccaro and the Letter Agreement with Mr. Joseph do not purport to be complete and are qualified in their entirety by reference to the Offer Letter and the Letter Agreement, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit
No.
Description
10.1
Offer Letter, dated as of July 31, 2026, by and between James Saccaro and Zoetis Inc.
10.2
Letter Agreement, dated as of July 31, 2026, by and between Wetteny Joseph and Zoetis Inc.
99.1
Press Release of Zoetis Inc., dated August 6, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ZOETIS INC.
Dated: August 6, 2026
By:
/s/ Roxanne Lagano
Roxanne Lagano
Executive Vice President,
General Counsel and Corporate Secretary
EX-10.1
EX-10.1
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EX-10.1
Exhibit 10.1
Zoetis Inc.
10 Sylvan Way
Parsippany, NJ 07054
July 31, 2026
Mr. James Saccaro
Via Email: [redacted]
Dear Jay,
Congratulations!
On behalf of Zoetis Inc. (“Zoetis” or the “Company”), I am delighted to extend to you an offer to join Zoetis, commencing on August
17, 2026 (the “Start Date”) on the terms and conditions set forth in this letter.
We are impressed by your background and experience and look
forward to you making a significant contribution to our Company.
This letter and its accompanying documents confirm the terms of the offer.
Position and Duties
You will serve as the
Company’s Executive Vice President, Chief Financial Officer and Chief Operating Officer, reporting directly to the Company’s Chief Executive Officer, with responsibilities, duties and authority customary for such position.
During your employment with the Company, you will devote substantially all of your working time and efforts to the business and affairs of the Company.
Location; Relocation
You will be based in the
Company’s offices in Parsippany, New Jersey, subject to reasonable business travel from time to time. From and after the Start Date, you will be expected to comply with the Company’s hybrid work policy generally applicable to Company
employees as in effect from time to time. Prior to your relocation to the Parsippany area, any expenses associated with your commute to the Company’s offices in Parsippany will be borne by you and will not be subject to reimbursement by the
Company.
Annual Salary
$1,000,000 payable
bi-weekly.
Annual Bonus
You are eligible to
participate in our Zoetis Annual Incentive Plan (“ZAIP”). Your annual target incentive opportunity is expressed as a percentage of base salary earned during the plan year. Your annual target incentive opportunity will be 100% of base
salary.
Your ZAIP bonus for 2026 is guaranteed to be paid at the target amount pro-rated for your length of
service in 2026. The pro-rated 2026 bonus will be payable in March 2027, subject to your continued employment with Zoetis at the time of payout.
Commencing in 2027, as an executive team member, the amount of your earned ZAIP bonus, if any, will be determined by the Human Resources Committee of the
Board of Directors of the Company (the “Board,” and such committee, the “Committee”) based on financial, strategic, operational and individual performance metrics and pursuant to the terms of the ZAIP. In determining the
amount of any award under the ZAIP, the Committee may consider factors including, but not limited to, Company performance, the performance of your organization, and your individual performance. Your annual bonus payout may vary
from 0% to 200% of your target opportunity based on business performance and your individual performance, and subject to the overall bonus pool funding, which is based on Zoetis performance.
Earned annual incentive awards under the ZAIP are typically paid in March following the year for which the bonus relates, subject to approval by the Committee and your continued employment through the payment date and will be based on achievement of
the objectives determined by the Committee. Note that bonuses under the ZAIP are discretionary, and that neither this letter, nor your target incentive opportunity, constitute a guarantee that you will receive a bonus of any particular amount, or
any bonus, for any year after 2026 (which 2026 guarantee is subject to your employment on the date of payment).
Long Term Incentive (Share Based
Awards)
You are eligible to participate in Zoetis’ Long Term Incentive Program (“LTIP”). The LTIP is designed to recognize
performance and encourage long-term commitment to Zoetis with discretionary share-based rewards. Share-based awards must be approved by the Committee. Each award is an independent “stand-alone” event without any connection in terms of
eligibility or amount as compared to prior or future grants. Awards are governed by federal and state law, the requirements of the New York Stock Exchange, and the terms and conditions set forth in the Zoetis Equity and Incentive Plan
(“Plan”) documents, including the applicable award agreement.
Your annual target LTIP award opportunity will be $5,000,000. You will be
eligible to participate in the LTIP beginning with the next annual LTIP grant, which is currently expected to be made in February 2027. LTIP awards currently comprise performance stock units (50%), restricted stock units (25%), and stock options
(25%), though the forms of equity and allocations thereof are subject to change and are determined by the Committee in its sole discretion.
Relocation
Benefits
To assist with your relocation to the Parsippany area, you will be eligible to receive relocation assistance in accordance with the
provisions of the Company’s domestic relocation policy as in effect at the time of your relocation.
Severance
You will be entitled to participate in the Zoetis Executive Severance Plan as of your first day of employment.
Vacation
In addition to Company paid holidays, you are
entitled to four (4) weeks of annual vacation. For 2026, your vacation allotment will be prorated to reflect the portion of the year elapsed following your Start Date in accordance with Zoetis policy.
Benefits
You will also be eligible to participate in
Zoetis’ benefits plans and programs as applicable to other similarly situated senior executives. Benefits coverage will be eligible to commence on your Start Date. You will receive complete details and enrollment information within your first
week of employment. Your participation in the benefit plans and programs is subject to the terms and conditions of each program, as described in greater detail in the plan documents and summary plan descriptions. The benefits plans and programs are
subject to change by Zoetis in its discretion.
Indemnification
Upon your Start Date, you will enter into an Indemnification Agreement in the same form as applicable to other executive officers and directors of the Company.
In addition, both during and after your employment by the Company, you will be entitled to the benefit of directors’ and officers’ insurance maintained by the Company, on terms no less favorable than are applicable to any then-current
directors and officers.
Pre-Employment Contingencies
The Company acknowledges that you successfully completed the background verification process. In accordance with Zoetis policy, and as set forth above, this
employment offer and your continued employment are contingent upon no actions or events occurring between the date of that background check and prior to the Start Date that would have adversely affected the results of the background verification
process had they occurred previously.
By signing this letter and accepting this offer, you represent that (i) you are not bound by any
employment contract, restrictive covenant or other restriction preventing you from entering into employment with or carrying out your responsibilities for the Company, and (ii) to your knowledge, no events or actions have occurred that would
have adversely affected the results of the background verification had they occurred prior to completion of such verification processes.
Employment
Eligibility Verification
As required by current U.S. immigration law, this offer is contingent upon your ability to satisfy the Form I-9 requirements at the time that you commence work in the U.S. or within three (3) business days of the date your employment begins. This requires you to establish your identity and to prove that you have
legal authorization to work for Zoetis in the U.S. In the event that you do not have legal authorization to work for Zoetis in the U.S., and that you are unable to secure such employment authorization by the time that you are scheduled to commence
work, Zoetis will not be able to hire you and this offer of employment will therefore be revoked. If you have started work but fail to provide acceptable I-9 documentation your employment will be immediately
terminated.
Make-Whole Awards
Subject to the
conditions contained in this letter, and in consideration and recognition of equity awards that you will forfeit due to your departure from your prior employer, you will be granted a one-time long-term
incentive award with a grant date value of $6,250,000 (the “Make-Whole RSUs”). This award will be made 100% in the form of Zoetis Restricted Stock Units and, subject to approval by the Committee, will be awarded on the last trading day
of the month that includes your Start Date. The Make-Whole RSUs will vest one-third of the award per year over a three-year period from the grant date, subject to your continued employment by Zoetis through
the applicable vesting date. In the event that your employment with the Company is terminated without Cause (as defined in the Zoetis Executive Severance Plan) prior to the first vesting date, one-third of the
Make-Whole RSUs will accelerate and vest as of the date of termination and be settled in accordance with the applicable award agreement.
The Make-Whole
RSUs will be governed by the terms and conditions set forth in the applicable award agreement (which will contain terms and conditions consistent with this letter) and the Plan documents. Within 30 days after the grant date, you will receive an
email from our LTIP administrator, Bank of America Merrill Lynch, with a link prompting you to log in, view your award and complete the required administrative tasks.
In addition, subject to the conditions contained in this letter, in recognition of your forfeiture of a bonus opportunity and equity compensation from your
previous employer that would have vested shortly after your Start Date, you will be paid a one-time cash award with a value of $1,250,000 (the “Make-Whole Bonus”) in a lump sum. This Make-Whole
Bonus will be paid within 30 days of your Start Date if you are employed on the date of payment. To be eligible to receive the Make-Whole Bonus, you agree and acknowledge that (x) if you resign your employment with the Company (other than due to
your death or your permanent disability (meaning you are receiving benefits under the Company’s long-term disability plan)), or (y) your employment is terminated for Cause (and any such resignation or termination, a “Forfeiture
Termination”), in either case of (x) or (y) on or prior to the first anniversary of your Start Date, you will repay, on an after-tax basis and within five business days after the date of your
Forfeiture Termination, a portion of the Make-Whole Bonus as set forth below:
Date of Forfeiture Termination
Percentage of Make-Whole Cash
Bonus Subject to Repayment
On or prior to November 17, 2026
100
%
November 18, 2026 to February 17, 2027
75
%
February 18, 2027 to May 17, 2027
50
%
May 18, 2027 to August 16, 2027
25
%
If, following a Forfeiture Termination, you fail to repay the Company the applicable foregoing amount, in
addition to all other remedies at law, the Company may offset all or a portion of the Make-Whole Bonus from any other amounts the Company then owes you, if any, and you hereby consent to the foregoing.
Policies and Procedures
You agree to comply fully with
all policies and procedures in effect for employees, including but not limited to, the Code of Conduct, Stock Ownership Guidelines and Anti-Hedging and Anti-Pledging Policies, in each case as currently in effect and as may be amended from time to
time. You acknowledge and agree that you are an “executive officer” for purposes of the Zoetis Inc. Compensation Recovery Policy and that any amounts payable to you pursuant to or under this letter or otherwise are subject to the
Compensation Recovery Policy.
Section 409A Compliance
Any amounts payable under this letter are intended to be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder (“Section 409A”). For purposes of Section 409A, any right to a series of payments under this letter, if any, will be treated as a right to a series of separate payments. In no event may
you, directly or indirectly, designate the calendar year of payment of any amounts payable under this letter.
Employment At-Will
This letter and its accompanying documents set out the complete terms of our offer of employment, and supersede any and all oral or written agreements, term
sheets or discussions between you and the Company. This letter is not intended as, and should not be considered, a contract of employment for a fixed period of time. If you accept this offer of employment with the Company, you accept that your
employment is at-will, which means that you or Zoetis are free to end the employment relationship at any time, with or without cause. Any amendments to this letter must be in writing. In addition, the Company
reserves the right to prospectively amend or terminate any of its compensation or benefit plans or programs at any time, in the sole discretion of the Company; provided that, for avoidance of doubt, the Company may not amend this letter
without your consent.
This letter will be construed in accordance with and governed by the laws of the State of New Jersey without regard to conflicts of
law principles.
To accept this offer, please sign this letter and return it to me. Please also retain a copy for your records. If you have any questions
about this offer, please contact me at [redacted].
Jay, we look forward to you joining our leadership team, and wish you a successful and
rewarding career with Zoetis.
Best regards,
/s/ Kristin C. Peck
Kristin C. Peck
Chief Executive Officer
Accepted:
/s/ James Saccaro
July 31, 2026
James Saccaro
Date
EX-10.2
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EX-10.2
Exhibit 10.2
10 Sylvan Way
Parsippany, NJ 07054
July 31, 2026
Dear Wetteny:
On behalf of Zoetis Inc. (the
“Company”) and its Board of Directors, I want to thank you for your years of service and contributions to the Company and for agreeing to stay on with the Company as a Special Advisor to the CEO on financial matters to ensure a
smooth transition. This letter agreement (this “Letter Agreement”) sets forth the terms of your transition and separation from the Company.
1.
Executive Officer Transition Date
Effective as of the close of business on August 16, 2026 or such later date as may be determined by the Company (subject to
Section 2 hereof) (such date, the “Executive Officer Transition Date”), your service as Executive Vice President and Chief Financial Officer of the Company and in any other positions you may hold with the Company or
any of its affiliates will cease, regardless of whether a successor to your role(s) is named prior to such date. Unless otherwise determined by the Company’s Chief Executive Officer (the “CEO”), until the Executive Officer
Transition Date, you will continue to have and perform your current duties and responsibilities, including signing the Company’s audit representation letter, public filings and certifications consistent with requirements under applicable law
and the Company’s past practice.
Effective as of the Executive Officer Transition Date, your service as an “executive
officer” of the Company shall cease and you shall resign from your position as Executive Vice President and Chief Financial Officer (but not as an employee of the Company).
Through the Termination Date (as defined below), you shall continue to (a) receive your annual base salary at the rate in effect as of
the date hereof in accordance with the Company’s regular payroll practices, (b) remain eligible for employee benefits consistent with those benefits to which you are entitled immediately prior to the date hereof, and (c) maintain
your current primary work location in Parsippany, New Jersey, subject to business travel as needed. Notwithstanding anything herein to the contrary, the Company reserves the right to terminate your employment for Cause (as defined in the
Company’s Executive Severance Plan) prior to the Termination Date, provided that, to the extent that the act or omission constituting Cause is curable, the Company first provides you with written notice of the act or omission constituting
Cause and it continues without cure for 14 days.
Subject to the effectiveness of this Letter Agreement, including Section 5 hereof, with
respect to calendar year 2026, you will remain eligible to receive an annual incentive award based on your annual incentive target as in effect as of immediately prior to the date hereof, subject to Company performance-based funding as applied to
other members of the Zoetis Executive Team, which shall be paid when annual incentive awards are otherwise paid to the Zoetis Executive Team (but in no event later than March 15, 2027). For the avoidance of doubt, (i) you shall be treated no
less favorably than other members of the Zoetis Executive Team with respect to the determination and payment of such funding of such annual incentive award, and (ii) your annual incentive award shall be determined solely based on the
Company’s attainment of the applicable financial and strategic/operational metrics under the Annual Incentive Plan and no individual performance goals or objectives shall apply to the determination of your annual incentive award (i.e., your
target shall be used for the individual component of your bonus).
All of your outstanding equity awards will remain outstanding and
eligible to vest (and, in the case of vested stock options, be eligible to be exercised) in accordance with their existing terms and conditions until the Termination Date. You agree and acknowledge that you will not be eligible to receive new or
additional grants of equity or equity-based awards prior to the Executive Officer Transition Date or during the Transition Period (as defined below).
2.
Transition Period
Subject to the effectiveness of this Letter Agreement, including Section 5 hereof, during the period commencing on the Executive Officer
Transition Date and ending on February 28, 2027, unless earlier terminated for Cause or otherwise in accordance with this Letter Agreement (the actual date of termination of your employment with the Company, the “Termination Date”
and, such period, the “Transition Period”), the Company shall continue your employment as a non-executive officer employee of the Company with the title of Special Advisor to the CEO,
reporting to the CEO. During the Transition Period, you will have such duties and responsibilities as delegated by the CEO and commensurate with a Special Advisor, including the proper transition of the duties and responsibilities of the Executive
Vice President and Chief Financial Officer role to your successor.
If it is determined by mutual agreement (which agreement will not be
unreasonably withheld by the Company) between you and the Company that the Transition Period shall be terminated prior to February 28, 2027, the Transition Period will immediately cease, your employment with the Company will terminate (such
date becoming the “Termination Date” for all purposes of this Letter Agreement), and the Company will have no further obligation to pay your base salary or provide employee benefits.
Effective as of the Termination Date, your employment with the Company and its affiliates shall terminate and you shall cease participation in
any Company employee benefit plans.
3.
Severance Benefits
Upon the Termination Date, unless your employment is terminated for Cause, you will be eligible to receive the benefits under, and pursuant to
the terms of, Section 3.1 of the Company’s Executive Severance Plan and your outstanding equity awards will be treated as though your “Termination of Service” occurs pursuant to a “Restructuring Event” (each as
defined in the applicable award agreement) and pursuant to the section entitled “Termination as a Result of a Plant Closing or Restructuring Event” thereunder. You will also be entitled to receive any accrued but unpaid base salary and
payment of any accrued but unused paid time off on the Termination Date.
All payments and benefits set forth in this Section 3
(other than accrued but unpaid base salary and accrued but unused paid time off) will be subject to your compliance with the terms and conditions of the Executive Severance Plan, including the execution and
non-revocation of a General Release (as defined in the Executive Severance Plan), substantially in the form attached hereto as Exhibit A, upon or following the Termination Date.
4.
Restrictive Covenants
As consideration for your continued employment until the Termination Date and the other compensation and benefits contemplated herein, you
will be subject to the following additional restrictive covenants. The covenants set forth in this Section 4 shall be in addition to, and shall not replace, any covenants set forth in any other agreement between you and the Company or its
affiliates that could impact your ability to take on other employment, which shall remain in full force and effect, except that any such covenants in other agreements shall not be interpreted or enforced in a manner that would provide for greater
restrictions on your ability to take on other employment than provided by Section 4(b) below. Any material violation of your applicable restrictive covenants prior to the Termination Date shall serve as the basis of a termination for Cause, and
you will not be eligible to receive the benefits under the Executive Severance Plan or the treatment of equity awards set forth in Section 3.
a.
Nondisclosure of Confidential Information.
During the course of your employment and engagement with the Company and its affiliates, you have had and may continue to have access to, and
have gained and may continue to gain knowledge with respect to, “Confidential Information” (as defined below). You agree that you shall not, without the prior written consent of the Company, during the periods of your employment and
engagement with the Company and its affiliates and thereafter for so long as it remains Confidential Information, use or disclose, or knowingly permit any unauthorized “Person” (as defined in Section 13(d) of the Securities Exchange
Act of 1934) to use, disclose or gain access to, any Confidential Information; provided, however, that you may disclose Confidential Information as required by law or as ordered by a court, or as required in the course of the
performance of your duties to the Company and its affiliates, or as set forth in Section 4.h) below; provided, further, that, in any event described in the preceding proviso, (x) to the extent permitted by applicable law, you
shall promptly notify the Company in writing, and consult with and assist the Company in seeking a protective order or request for another appropriate remedy (except with respect to disclosures permitted by Section 4.h)), (y) in the event that
such protective order or
remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (x), you shall disclose only that portion of the Confidential Information that is legally
required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person, and (z) to the extent permitted by applicable law, the Company
shall, except with respect to disclosures permitted by Section 4.h), be given an opportunity to review the Confidential Information prior to disclosure thereof. Without limiting the foregoing, you agree to keep confidential the existence of,
and any information concerning, any dispute between you and the Company or any of its affiliates, except that you may disclose information concerning such dispute to the Governmental Authority (as defined in Section 4.h)) that is considering
such dispute and to your legal counsel; provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute.
For purposes of this Letter Agreement, “Confidential Information” means information, observations and data concerning the
business and affairs of the Company or any of its affiliates, including all business information (whether or not in written form) that relates to the Company or any of its affiliates, or their directors, officers, employees, customers, suppliers or
contractors or any other third parties with respect to which the Company or any of its affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public
generally other than as a result of your breach of this Letter Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions;
training manuals; customer lists; customer buying records and habits; product sales records and documents; product research and development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost;
long-range plans; information relating to pricing, competitive strategies and new product development, including processes, formulas, designs, drawings, engineering and technology; information relating to any forms of compensation or other
personnel-related information; contracts; supplier lists; and information relating to the financial conditions and affairs of the Company, including accounting methods and data, proprietary financial systems, earnings, financial projections, budgets
and financial statements. Confidential Information shall not include such information known to you prior to your involvement with the Company or any of its affiliates or information rightfully obtained from a third party (other than pursuant to your
breach of this Letter Agreement or any other duty of confidentiality) or information that is clearly not confidential by nature.
For the
avoidance of doubt, you shall be permitted to disclose the restrictive covenants contained in this Letter Agreement (and any other agreement between you and the Company or an affiliate) to any potential subsequent employer or business partner.
b.
Noncompetition.
During your employment with the Company and its affiliates and for the 12-month period immediately
following the Termination Date (such period, the “Restricted Period”), you shall not, anywhere in the world, without the prior written consent of the Company: (i) directly or indirectly, alone or in association with any other
Person, engage in or invest as an owner, partner, stockholder, licensor, director, officer, agent or consultant in a Competitive Entity (as defined below); or (ii) accept employment or an engagement for the provision of services in any capacity,
including as an employee, director, consultant or advisor, directly or indirectly, with any Competitive Entity.
Notwithstanding the foregoing, (x) nothing in this provision shall prevent you from passively investing
as a less than two percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system, and (y) your employment by a current customer of the Company as of the Termination Date
shall not constitute a violation of this provision, provided that such customer is not a Competitive Entity. For purposes hereof, “Competitive Entity” shall mean any entity that is primarily engaged in the animal health field,
including, without limitation, Elanco, Merck Animal Health, Ceva, Boehringer Ingelheim, Dechra, Virbac, Idexx, and/or Mars Petcare, or any respective affiliate thereof.
c.
Non-interference with Business Relations.
During the Restricted Period, you shall not, directly or indirectly, alone or in association with any other Person, without the prior written
consent of the Company, (i) induce or attempt to induce any client, customer (whether former or current), supplier, licensee, franchisee, joint venture partner or other business relation of the Company or any of its affiliates (collectively,
“Business Relations”) to cease doing business with the Company or any such affiliate, (ii) divert all or any portion of a Business Relation’s business with the Company or any of its affiliates to any competitor of the
Company or any such affiliate, or (iii) in any way interfere with the relationship between any Business Relation, on the one hand, and the Company or any such affiliate, on the other hand.
d.
Nonsolicitation of Service Providers.
During the Restricted Period, you shall not, directly or indirectly, alone or in association with any other Person, without the prior written
consent of the Company, (i) actively solicit, recruit or hire any Person who is at such time, or who at any time during the 12-month period prior to such solicitation or hiring had been, an employee,
individual contractor or exclusive consultant of the Company or any of its affiliates, (ii) solicit or encourage any employee of the Company or any of its affiliates to leave the employment of the Company or any of its affiliates, or
(iii) interfere with the relationship of the Company or any of its affiliates with any employee, individual contractor or exclusive consultant who is or was employed by or otherwise engaged to perform services for the Company or any of its
affiliates. Nothing in this provision shall prohibit you from placing general advertisements not targeted at employees of the Company or any of its affiliates, or from providing a personal reference to any person upon request.
e.
Nondisparagement.
Except with respect to disclosures permitted by Section 4.h), you shall not make, directly or indirectly, alone or in association with
any other Person, any defamatory or maliciously disparaging oral or written statements about the Company or its affiliates or their respective products, personnel, directors, services, reputation or financial status.
f.
Return of Property.
You acknowledge that all documents, records, files, lists, equipment, computer, software or other property (including intellectual property)
relating to the businesses of the Company or any of its affiliates, in whatever form (including electronic), and all copies thereof, that have been or are received or created by you while an employee or service provider of the Company or any of
its affiliates (including Confidential Information) are and shall remain the property of the Company and its affiliates, and you shall immediately return such property to the Company upon the
Termination Date and, in any event, at the Company’s request. You further agree that any property situated on the premises of, and owned by, the Company or any of its affiliates, including disks and other storage media, filing cabinets or
other work areas, is subject to inspection by the Company’s personnel at any time with or without notice. Notwithstanding the foregoing, you shall be permitted to retain any of your personal compensation information or documentation, and the
Company agrees that, to the extent you have not done so prior to signing this Letter Agreement, you may work with the Company’s Chief Information Security Officer or his designee to identify and retain any of your personal contacts and/or
personal calendar appointments and/or personal non-Confidential Information or property.
g.
Cooperation.
You agree that upon the reasonable request of the Company or any of its affiliates following the Termination Date, you shall use reasonable
efforts to assist and cooperate with the Company or any of its affiliates in connection with the defense or prosecution of any claim that may be made against or by the Company or any of its affiliates, or in connection with any ongoing or future
investigation or dispute or claim of any kind involving the Company or any of its affiliates, including testifying in any proceedings before any arbitral, administrative, regulatory, judicial, legislative or other body or agency. Such cooperation
shall be on reasonable notice and, to the extent practicable, take into account your business and personal commitments. The Company shall reimburse you for reasonable out of pocket expenses incurred in connection with your cooperation requested
pursuant to this paragraph, including reasonable travel expenses. In the event the total time commitment requested or required of you under this paragraph exceeds 40 hours, the Company shall provide you with a reasonable per diem for such
cooperation.
With respect to any currently pending matters against the Company in which you have been named as a defendant (the
“Pending Litigation”), the Company shall provide a defense to you in accordance with your indemnification agreement with the Company and applicable law. In the event the same counsel is defending both you and the Company in the
Pending Litigation, you shall be entitled to retain shadow counsel of your choice, subject to the mutual agreement of you and the Company at the time of such retention (which agreement shall not be unreasonably withheld by the Company), at the
Company’s reasonable expense. In the event a conflict of interest arises between you and the Company in the Pending Litigation, or upon the mutual agreement of you and the Company, you shall be entitled to select separate counsel, subject to
the approval of the Company (which approval shall not be unreasonably withheld), at the Company’s expense.
h.
Trade Secrets; Whistleblower Rights.
The Company hereby informs you that, notwithstanding any provision of this Letter Agreement to the contrary, an individual may not be held
criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and
solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for
retaliation by an employer for reporting a suspected violation of
law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret
under seal and does not disclose the trade secret, except pursuant to court order. In addition, notwithstanding anything in this Letter Agreement to the contrary, nothing in this Letter Agreement shall impair your ability to comply with a court
order or subpoena or to communicate with any federal, state or local governmental or law enforcement branch, agency or entity (each, a “Governmental Authority”), voluntarily provide to a Governmental Authority information
you believe indicates possible or actual violations of the law, or participate in or fully cooperate with any investigation or proceeding that may be conducted by any Governmental Authority, including providing documents or other information,
without notice to or approval from the Company, without risk of being held liable by the Company for financial penalties, or any other of your rights under the whistleblower provisions of any applicable federal law or regulation or, for the
avoidance of doubt, limit your right to receive an award for information provided to any Governmental Authority.
i.
Remedies and Injunctive Relief.
You acknowledge that your violation of any of the covenants contained in this Section 4 would cause irreparable damage to the Company and
its affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, you agree that, notwithstanding any provision of this Letter Agreement
to the contrary, in addition to any other damages it is able to show, in the event of your violation in any material respect of any of the covenants contained in this Section 4, the Company and its affiliates shall be entitled (without the
necessity of showing economic loss or other actual damage) to (i) cease payment or provision of the payments and benefits provided pursuant to this Letter Agreement to the extent not previously paid or provided, (ii) the prompt return by
you of any portion of, or the value of, the payments and benefits provided pursuant to this Letter Agreement previously paid or provided, and (iii) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent
injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 4 in addition to any other legal or equitable remedies it may have. The preceding
sentence shall not be construed as a waiver of the rights that the Company and its affiliates may have for damages under this Letter Agreement or otherwise, and all such rights shall be unrestricted. The Restricted Period contemplated by
Section 4(b), (c) or (d), as applicable, shall be tolled during (and shall be deemed automatically extended by) any period during which you are in violation of the provisions of such section, as applicable. In the event that a court of
competent jurisdiction determines that any provision of this Section 4 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of this Section 4 within the jurisdiction of
such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.
j.
Acknowledgments.
You acknowledge that the Company and its affiliates (i) have expended and will continue to expend substantial amounts of time, money and
effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organization, (ii) have a legitimate business interest in and right to protect their Confidential Information, goodwill and
employee, customer and other relationships, and that the Company and its affiliates would be
seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its employee, customer and other relationships, and (iii) are entitled to protect and
preserve the going concern value of the Company and its affiliates to the extent permitted by law. You further acknowledge that, although your compliance with the covenants contained in this Letter Agreement may prevent you from earning a livelihood
in a business similar to the business of the Company and its affiliates, your experience and capabilities are such that you have other opportunities to earn a livelihood and adequate means of support for you and your dependents. In light of the
foregoing acknowledgments, you agree (x) that the covenants contained in this Letter Agreement are reasonable and properly required for the adequate protection of the businesses and goodwill of the Company and its affiliates and (y) not to
challenge or contest the reasonableness, validity or enforceability of any limitations on, and obligations of, you contained in this Letter Agreement.
5.
Waiver and Release of Claims
a. In consideration for your continued employment through the Executive Officer Transition Date and the other compensation and benefits
provided by the Company until such date and for other good and valuable consideration, the sufficiency of which you hereby acknowledge and agree to, by signing this Letter Agreement, on behalf of you, your heirs, administrators, executors,
representatives, agents, successors and assigns, you hereby waive and release and forever discharge to the maximum extent permitted by applicable law any and all claims or causes of action, whether or not now known and whether present or future,
against the Company or any of its predecessors, successors, or past or present subsidiaries, affiliates, parents, branches or related entities (collectively, including the Company, the “Released Parties”) or, in their respective
capacities as such, the Released Parties’ former, current or future employees, consultants, agents, representatives, stockholders, managers, members, equity holders, officers, directors, attorneys, employee benefit plans or assigns, with
respect to any matter through and including the date on which this Letter Agreement is executed, including, without limitation, any matter related to your employment with the Company or the cessation of your service as Executive Vice President and
Chief Financial Officer.
You understand and agree that you are releasing the Released Parties from any and all claims that may legally be
waived by private agreement, including, but not limited to, any and all claims for breach of contract, breach of the covenant of good faith and fair dealing, personal injury, wages, benefits, defamation, wrongful discharge, discrimination,
harassment, retaliation, impairment of economic opportunity, emotional distress, invasion of privacy, negligence or other tort; claims for attorneys’ fees or costs; and any and all other claims, whether arising under statute (including, but
not limited to, claims arising under the Civil Rights Act of 1866, the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967, the Older Workers
Benefit Protection Act of 1990, the Americans With Disabilities Act of 1990, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the National Labor Relations Act, the New Jersey Conscientious Employee
Protection Act, the District of Columbia Human Rights Act, the Massachusetts Fair Employment Practices Act—M.G.L. c. 151 B, the Massachusetts Wage Payment Statute, G.L. c. 149, §§ 148, 148A, 148B, 149, 150, 150A-150C, 151, 152, 152A,
et seq., the Massachusetts Wage and Hour laws, G.L. c. 151 § 1A et seq., the Minnesota Human Rights Act, the West Virginia Human Rights Act , and/or any and all other
federal, state, local or foreign statutes, executive orders or regulations), contract (express or implied), constitutional provision, common law, public policy or otherwise, from the beginning of
time through the date you have executed this Letter Agreement. Further, if any claim is not subject to release, to the extent permitted by applicable law: (a) you promise not to consent to become a member of any class or collective in a class,
collective or multiparty action or proceeding in which claims are asserted against any Released Party that are related in any way to your employment or engagement or the termination of your employment upon your retirement from the Company;
(b) if, without your prior knowledge and consent, you are made a member of a class in any such proceeding, you agree to opt out of the class at the first opportunity; and (c) you waive any right or ability to be a class or collective
action representative in such a proceeding.
Further, you expressly waive and release any and all rights and benefits that you may have
under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including, but not limited to, South Dakota Codified Laws
Section 20-7-11, North Dakota Century Code Section 9-13-02, and California
Civil Code Section 1542 (or any analogous law of any other state), the latter of which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
You understand and agree that claims or facts in addition to or different from those that are now known or believed by you to exist may
hereafter be discovered, but it is your intention to release all claims you have or may have against the parties set forth in this Letter Agreement, whether known or unknown, suspected or unsuspected.
b. You understand that nothing in this Letter Agreement shall be construed to (a) prohibit you from filing a charge with, or
participating in any investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board and/or any similar federal, state or local agency, (b) extend to any rights you may have to file claims
for workers’ compensation and/or unemployment insurance benefits under any applicable state laws, (c) waive, release or impair your rights or claims to enforce the terms of the Letter Agreement, or (d) limit any obligation of the Company or
its affiliates (or their respective successors in interest) to indemnify or hold you harmless or to advance expenses to you in connection therewith or any benefit or right of yours under any insurance policy to which the Company is a party. You also
understand that nothing in this Letter Agreement limits your ability to communicate with any Governmental Authority, voluntarily provide to a Governmental Authority information you believe indicates possible or actual violations of the law, or
participate in or fully cooperate with any investigation or proceeding that may be conducted by any Governmental Authority, including providing documents or other information, without notice to or approval from the Company, without risk of being
held liable by the Company for financial penalties. This Letter Agreement also does not limit your right to receive an award for information provided to any Governmental Authority.
c. Except as otherwise stated herein, your release of claims as contained in this Letter
Agreement extends to any claims that you may have with respect to any separation plans or programs that have been offered by the Company currently and/or in the past, but does not extend to any rights to which you may become entitled under the
Company’s Executive Severance Plan pursuant to Section 3 of this Letter Agreement, or to any vested or other rights to which you may be entitled under any other Company employee benefit or compensation plan by reason of your employment
with the Company that cannot legally be waived.
d. You agree and acknowledge that this Letter Agreement may be introduced as evidence in
a subsequent proceeding in which either you or the Company alleges a breach of this Letter Agreement, or by the Company in the event that you assert any claim or commence any legal proceeding against the Company.
e. You understand that in response to third-party requests, the Company will comply with its existing policy on employee information by
verifying dates of employment, last position held and, if authorized, salary information. You further understand that the Company is obligated to produce information and records in response to lawful requests from Governmental Authorities and in
connection with litigation and regulatory proceedings.
f. It is understood and agreed that this Letter Agreement is not to be construed
as an admission by you or the Company of any wrongdoing, liability or violation of law.
6.
Miscellaneous
a.
Company Policies.
At all times prior to and, to the extent applicable according to their terms, following the Termination Date, you will be obligated to comply
with the policies and procedures of the Company as may be in effect from time to time, including any clawback, forfeiture, or recoupment policies and the Company’s Insider Trading and Protection of Material Nonpublic Information Policy (it
being understood that you will remain a Restricted Person (as defined in such policy) for purposes of such policy for at least ninety (90) days following the Termination Date and, accordingly, shall abide by the Company’s trading
windows). You acknowledge and agree that you are and will continue to be subject to the Company’s Compensation Recovery Policy in accordance with its terms, including following the Termination Date.
b.
Indemnification; Insurance.
You will continue to be covered by your indemnification agreement with the Company, dated as of June 1, 2021, and the Company’s
directors’ and officers’ liability insurance policies as in effect from time to time.
c.
Notices.
All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party, by registered or
certified mail, return receipt requested, postage prepaid, or by email, addressed as follows:
If to you:
At the most recent address on file at the Company. If to the Company:
Zoetis Inc.
10 Sylvan Way
Parsippany, NJ 07054
Attn:
General Counsel
[redacted]
CC: legalnotices@zoetis.com
or to such other
address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when received by the addressee.
d.
Governing Law; Dispute Resolution.
This Letter Agreement shall be governed by the laws of the State of New Jersey, without reference to the choice of law rules that would cause
the application of the law of any other jurisdiction. You and the Company irrevocably submit to the jurisdiction of any state or federal court sitting in or for the State of New Jersey with respect to any dispute arising out of or relating to this
Letter Agreement, and you and the Company irrevocably agree that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. You and the Company hereby irrevocably waive, to the fullest extent permitted by law,
any objection that you or the Company may now or hereafter have to the venue of any dispute arising out of or relating to this Letter Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for
the maintenance of such dispute or proceeding. You and the Company agree that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You and the Company hereby
irrevocably and unconditionally waive, to the fullest extent permitted by law, any right you or the Company may have to a trial by jury in respect of any litigation as between you and the Company directly or indirectly arising out of, under or in
connection with this Letter Agreement or the transactions contemplated hereby or disputes relating hereto. Each of you and the Company certify that no representative, agent or attorney of the other party has represented, expressly or otherwise, that
such other party would not, in the event of litigation, seek to enforce the foregoing waivers.
e.
Entire Agreement.
This Letter Agreement contains the entire agreement between you and the Company with respect to your separation from the Company and
supersedes any and all prior understandings or agreements, whether written or oral, with respect to such service. For the avoidance of doubt, the covenants set forth in Section 4 of this Letter Agreement shall be in addition to, and shall not
replace, any covenants concerning the protection of confidential or proprietary information, assignment of inventions and patent rights, protection of Company property, noncompetition,
nonsolicitation of or non-interference with business relations or service providers, nondisparagement or other restrictive covenants set forth in any other agreement between you and the Company or its
affiliates, except to the extent that any such covenants in other agreement would otherwise provide greater restrictions on your ability to take on other employment than provided by Section 4(b) above.
f.
Amendments.
No provision of this Letter Agreement shall be modified or amended except by an instrument in writing duly executed by the parties hereto. No
custom, act, payment, favor or indulgence shall grant any additional right to you or be deemed a waiver by the Company of any of your obligations hereunder or release you therefrom or impose any additional obligation upon the Company. No waiver by
any party of any breach by the other party of any term or provision hereof shall be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision.
g.
Successors.
This Letter Agreement is personal to you and without the prior written consent of the Company shall not be assignable by you otherwise than by
will or the laws of descent and distribution. The Company shall consider in good faith any request to assign your rights under this Letter Agreement to your personal services corporation. This Letter Agreement shall inure to the benefit of and be
enforceable by your legal representatives. This Letter Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. As used in this Letter Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Letter Agreement by operation of law, or otherwise.
h.
Invalidity.
If any term or provision of this Letter Agreement or the application thereof to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Letter Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term and provision of
this Letter Agreement shall be valid and be enforced to the fullest extent permitted by law.
i.
Survivability.
The provisions of this Letter Agreement that by their terms call for performance subsequent to your separation from the Company or your
engagement pursuant to this Letter Agreement (including the terms of Section 4) shall so survive such termination.
j.
Section Headings; Construction.
The section headings used in this Letter Agreement are included solely for convenience and shall not affect, or be used in connection with,
the interpretation hereof. For purposes of this Letter Agreement, the term “including” shall mean “including, without limitation” and the term “affiliate” shall mean, with respect to any Person, an entity
controlled by, controlling or under common control with such Person.
k.
Taxes.
The Company and its affiliates may withhold from any amounts payable under this Letter Agreement such federal, state, local or foreign taxes
as shall be required to be withheld pursuant to any applicable law or regulation.
l.
Section 409A.
For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the regulations and other
guidance thereunder and any state law of similar effect (collectively, “Section 409A”), each payment that is paid pursuant to this Letter Agreement shall be treated as a separate payment. The parties intend that
all payments and benefits made or to be made under this Letter Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under
Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Your termination of employment on the Termination Date is intended to constitute a “separation from service” within the meaning of
Section 409A.
If any of the severance payments made or benefits provided in connection with your separation from service do not
qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation
Section 1.409A-1(b)(9)(iii), or any other applicable exemption, and you are, at the time of your separation from service, a “specified employee” within the meaning of
Section 409A(a)(2)(B)(i) of the Code (as determined by the Company in accordance with Section 409A), each such payment or benefit will not be made until the first business day following the date that is six (6) months after your
separation from service (or, if earlier, the date of your death), and on such date you will receive all payments or benefits that would have been provided during such period in a single lump sum. Any remaining payments or benefits due under this
Letter Agreement shall be provided as otherwise specified herein. In no event shall the Company or any of its affiliates be liable for any additional tax, interest or penalty that may be imposed on you under Section 409A or for any damages for
failing to comply with Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Letter Agreement.
m.
Counterparts.
This Letter Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
n.
Consideration Period and Revocation
Your signature below indicates that you:
i.
have carefully read and reviewed this Letter Agreement;
ii.
fully understand all of its terms and conditions;
iii.
fully understand that this Letter Agreement, including the release provisions contained herein, is legally
binding and that by signing it you are giving up certain rights;
iv.
have not relied on any other representations by the Company or its employees or agents, whether written or
oral, concerning the terms of this Letter Agreement;
v.
have been provided at least twenty-one (21) days to consider
Section 5 of this Letter Agreement, and agree that changes to Section 5 of this Letter Agreement, whether material or immaterial, do not restart the running of the twenty-one (21)-day consideration period;
vi.
will have seven (7) days to revoke your acceptance of Section 5 of after signing this Letter
Agreement;
vii.
are waiving any rights or claims you may have under the Age Discrimination in Employment Act of 1967;
viii.
have been advised, and have had the opportunity, to consult with an attorney prior to executing this Letter
Agreement; and
ix.
execute and deliver this Letter Agreement freely and voluntarily.
To revoke Section 5 of this Letter Agreement, you must submit written notice, such that it is received no later than the eighth (8th) day after you originally sign this Letter Agreement. You also understand that you must return the signed Letter Agreement to the Company, according to the directions and instructions provided by
the Company and on the date designated by the Company. Section 5 of this Letter Agreement will not become effective and enforceable until the seven (7)-day revocation period has expired.
[Signature Page Follows]
To confirm the foregoing terms are acceptable to you, please execute and return the copy of this Letter
Agreement, which is enclosed for your convenience.
Very truly yours,
Zoetis Inc.
By:
s/ Roxanne Lagano
Name: Roxanne Lagano
Title: Executive Vice President, General Counsel and Corporate Secretary
Acknowledged and agreed:
s/ Wetteny Joseph
Exhibit A
WAIVER AND RELEASE OF CLAIMS
This
Waiver and Release Agreement (this “Release”) is executed by Wetteny Joseph (“Executive”) on [DATE]. Reference is made herein to the Letter Agreement (the “Letter Agreement”), dated as of
[DATE], between Executive and Zoetis Inc., a Delaware corporation (the “Company”).
1. In consideration for the
payments and benefits provided by the Company pursuant to the Letter Agreement and for other good and valuable consideration, the sufficiency of which Executive hereby acknowledges and agrees to, by signing this Release, on behalf of Executive,
Executive’s heirs, administrators, executors, representatives, agents, successors and assigns, Executive hereby waives and releases and forever discharges to the maximum extent permitted by applicable law any and all claims or causes of
action, whether or not now known and whether present or future, against the Company or any of its predecessors, successors, or past or present subsidiaries, affiliates, parents, branches or related entities (collectively, including the Company, the
“Released Parties”) or, in their respective capacities as such, the Released Parties’ former, current or future employees, consultants, agents, representatives, stockholders, managers, members, equity holders, officers,
directors, attorneys, employee benefit plans or assigns, with respect to any matter through and including the date on which this Release is executed, including, without limitation, any matter related to Executive’s employment or engagement
with the Company or the termination of Executive’s employment with the Company.
Executive understands and agrees that Executive is releasing the
Released Parties from any and all claims that may legally be waived by private agreement, including, but not limited to, any and all claims for breach of contract, breach of the covenant of good faith and fair dealing, personal injury, wages,
benefits, defamation, wrongful discharge, discrimination, harassment, retaliation, impairment of economic opportunity, emotional distress, invasion of privacy, negligence or other tort; claims for attorneys’ fees or costs; and any and all
other claims, whether arising under statute (including, but not limited to, claims arising under the Civil Rights Act of 1866, the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Family and Medical Leave Act, the Age
Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Americans With Disabilities Act of 1990, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the National
Labor Relations Act, the New Jersey Conscientious Employee Protection Act, the District of Columbia Human Rights Act, the Massachusetts Fair Employment Practices Act—M.G.L. c. 151 B, the Massachusetts Wage Payment Statute, G.L. c. 149,
§§ 148, 148A, 148B, 149, 150, 150A-150C, 151, 152, 152A, et seq., the Massachusetts Wage and Hour laws, G.L. c. 151 § 1A et seq., the Minnesota Human Rights Act, the West Virginia Human Rights Act1, and/or any and all other federal, state, local or foreign statutes, executive orders or regulations), contract (express or implied), constitutional provision, common law, public policy or otherwise,
from the beginning of time through the date Executive has executed this Release. Further, if any claim is not subject to release, to the extent permitted by applicable law: (a) Executive promises not to consent to become a member of any class
or collective in a class, collective or multiparty action or proceeding in
1
Executive acknowledges that Executive has been provided the toll-free number of the West Virginia State Bar
Association 1-800-944-9822.
which claims are asserted against any Released Party that are related in any way to Executive’s
employment or engagement or the termination of Executive’s employment with the Company; (b) if, without Executive’s prior knowledge and consent, Executive is made a member of a class in any such proceeding, Executive agrees to opt
out of the class at the first opportunity; and (c) Executive waives any right or ability to be a class or collective action representative in such a proceeding.
Further, Executive expressly waives and releases any and all rights and benefits that Executive may have under any state or local statute, executive order,
regulation, common law and/or public policy relating to unknown claims, including, but not limited to, South Dakota Codified Laws Section 20-7-11, North Dakota
Century Code Section 9-13-02, and California Civil Code Section 1542 (or any analogous law of any other state), the latter of which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Executive
understands and agrees that claims or facts in addition to or different from those that are now known or believed by Executive to exist may hereafter be discovered, but it is Executive’s intention to release all claims Executive has or may
have against the parties set forth in this Release, whether known or unknown, suspected or unsuspected.
2. Executive understands that
nothing in this Release shall be construed to (a) prohibit Executive from filing a charge with, or participating in any investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations Board and/or
any similar federal, state or local agency, (b) extend to any rights Executive may have to file claims for workers’ compensation and/or unemployment insurance benefits under any applicable state laws, (c) waive, release or impair
Executive’s rights or claims to enforce the terms of the Letter Agreement, or (d) limit any obligation of the Company or its affiliates (or their respective successors in interest) to indemnify or hold harmless Executive or to advance
expenses to Executive in connection therewith or any benefit or right of the Executive under any insurance policy to which the Company is a party. Executive also understands that nothing in this Release limits Executive’s ability to
communicate with any federal, state or local governmental or law enforcement branch, agency or entity (each, a “Governmental Authority”), voluntarily provide to a Governmental Authority information Executive believes indicates
possible or actual violations of the law, or participate in or fully cooperate with any investigation or proceeding that may be conducted by any Governmental Authority, including providing documents or other information, without notice to or
approval from the Company, without risk of being held liable by the Company for financial penalties. This Release also does not limit Executive’s right to receive an award for information provided to any Governmental Authority.
3. Except as otherwise stated herein, Executive’s release of claims as contained in
this Release extends to any claims that Executive may have with respect to any separation plans or programs that have been offered by the Company currently and/or in the past, but does not extend to any rights to which Executive may be entitled
under the Company’s Executive Severance Plan pursuant to Section 3 of the Letter Agreement, or to any vested or other rights to which Executive may be entitled under any other Company employee benefit or compensation plan by reason of
Executive’s employment with the Company that cannot legally be waived.
4. Executive agrees and acknowledges that this Release may
be introduced as evidence in a subsequent proceeding in which either the Company or Executive alleges a breach of this Release, or by the Company in the event that Executive asserts any claim or commences any legal proceeding against the Company.
5. Executive understands that in response to third-party requests, the Company will comply with its existing policy on employee
information by verifying dates of employment, last position held and, if authorized, salary information. Executive further understands that the Company is obligated to produce information and records in response to lawful requests from Governmental
Authorities and in connection with litigation and regulatory proceedings.
6. It is understood and agreed that this Release is not to be
construed as an admission by the Company or Executive of any wrongdoing, liability or violation of law.
7. Executive understands that
Executive will have a period of seven (7) days following the execution of this Release in which to revoke this Release. To revoke this Release, Executive must submit written notice, such that it is received no later than the eighth day after
Executive originally signs this Release, to:
Zoetis Inc.
10 Sylvan Way
Parsippany, NJ
07054
Attn: General Counsel
[redacted]
CC:
legalnotices@zoetis.com
Executive also understands that Executive must return the signed Release to the Company, according to the directions and
instructions provided by the Company and on the date designated by the Company.
This Release will not become effective and enforceable until the seven (7)-day revocation period has expired. Executive understands that the Company will not be required to provide the payments and benefits set forth in Section 3 of the Letter Agreement unless this Release becomes
effective.
8. This Release will be governed by and construed and enforced in accordance with the laws of the State of New Jersey.
9. Executive further acknowledges and agrees that if Executive breaches the provisions of
this Release, then, to the fullest extent permitted by law, (a) the Company shall be entitled to apply for and receive an injunction to restrain any violation of the Release, (b) the Company shall not be obligated to pay or provide the
payments and benefits set forth in Section 3 of the Letter Agreement to Executive, (c) Executive shall be obligated to pay to the Company its costs and expenses in enforcing this Release and the Letter Agreement and defending against such
lawsuit (including court costs, expenses and reasonable legal fees), and (d) Executive shall be obligated upon demand to repay to the Company all payments and benefits previously paid or provided pursuant to Section 3 of the Letter
Agreement.
10. This Release and the Letter Agreement contain the entire agreement between Executive and the Company and replace any prior
or contemporaneous agreements or understandings between Executive and the Company regarding the subject matter of this Release, whether written or oral, except for any agreements Executive may have signed in connection with or during
Executive’s employment governing the protection of confidential or proprietary information, assignment of inventions and patent rights, protection of Company property, noncompetition, nonsolicitation of or
non-interference with business relations or service providers, nondisparagement or other restrictive covenants, all of which shall remain in full force and effect.
11. This Release may not be changed unless the changes are in writing and signed by Executive and an authorized representative of the Company.
12. The provisions of this Release are severable. If any provision of this Release is held invalid or unenforceable, such provision shall
be deemed to be removed from this Release and such invalidity or unenforceability shall not affect any other provision of this Release, the balance of which will remain in and have its intended full force and effect and binding upon both parties;
provided, however, that, if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision shall be deemed to have been modified so as to be valid and enforceable to the
maximum extent permitted by law.
13. Executive’s signature below indicates that Executive:
a. has carefully read and reviewed this Release;
b. fully understands all of its terms and conditions;
c. fully understands that this Release is legally binding and that by signing it Executive is giving up certain rights;
d. has not relied on any other representations by the Company or its employees or agents, whether written or oral, concerning the terms of
this Release;
e. has been provided at least 21 days to consider this Release, and agrees that changes to this Release (or to the Letter
Agreement), whether material or immaterial, do not restart the running of the 21-day consideration period;
f. will have seven (7) days to revoke Executive’s acceptance after signing it;
g. is waiving any rights or claims Executive may have under the Age Discrimination in
Employment Act of 1967;
h. has been advised, and has had the opportunity, to consult with an attorney prior to executing this Release;
and
i. executes and delivers this Release freely and voluntarily.
[Signature Page Follows]
EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS RELEASE AND THAT EXECUTIVE FULLY
KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNTARILY AND OF EXECUTIVE’S OWN FREE WILL.
EXECUTED this day of ,
20 .
Wetteny Joseph
EX-99.1
EX-99.1
Filename: d166736dex991.htm · Sequence: 4
EX-99.1
Exhibit 99.1
Media Contacts:
Investor Contacts:
Jennifer Albano
Steve Frank
1-862-399-0810 (o)
1-973-822-7141 (o)
jennifer.albano@zoetis.com
steve.frank@zoetis.com
Laura Panza
Nick Soonthornchai
1-973-975-5176 (o)
1-973-443-2792 (o)
laura.panza@zoetis.com
nick.soonthornchai@zoetis.com
Zoetis Appoints Jay Saccaro as Chief Financial Officer and Chief Operating Officer
Saccaro’s Appointment is Effective August 17, 2026; Wetteny Joseph to Serve as a Special Advisor to the CEO on Financial Matters
Until Early 2027
PARSIPPANY, N.J. – August 6, 2026 – Zoetis Inc. (NYSE: ZTS) today announced the appointment of James (Jay)
Saccaro as Executive Vice President, Chief Financial Officer and Chief Operating Officer, effective August 17, 2026. In this newly created role, Mr. Saccaro will lead Zoetis’ global finance function, shaping capital allocation,
financial strategy, reporting and controls, and investor engagement and oversee Global Manufacturing and Supply to drive operational execution and performance. With Mr. Saccaro’s appointment, Wetteny Joseph will transition to an advisory
role effective August 17, 2026. Mr. Joseph has agreed to remain with the company as a Special Advisor to the CEO on financial matters until early 2027 to facilitate a smooth transition.
Mr. Saccaro joins Zoetis with extensive executive leadership experience at large-scale life sciences companies. He most recently served as Vice President
and CFO at GE HealthCare, where he led key initiatives for the newly established public company, including designing processes and approaches across finance, accounting, new product planning, R&D prioritization, and capital allocation, and
overseeing the Information Technology function. Previously, Mr. Saccaro spent over two decades at Baxter International Inc., where he held positions of increasing responsibility, culminating in his role as Executive Vice President and CFO for
eight years. In that role, he oversaw all aspects of the company’s finance and
1
information technology functions and led a number of high-impact enterprise initiatives, including a margin and cash flow improvement plan following the company’s successful spin-off of Baxalta. Mr. Saccaro led business development for Baxter’s $5 billion Medication Delivery unit and played a key role in major M&A.
“We are excited to welcome Jay to Zoetis as we prepare for our next wave of innovation-driven growth,” said Kristin Peck, Chief Executive Officer
of Zoetis. “Jay brings a unique combination of skills to this newly created leadership position. He is a seasoned finance executive with 12 years of CFO experience at some of the world’s leading healthcare companies and has proven
expertise in successfully developing and executing company-wide strategic initiatives. Jay’s track record of designing financial frameworks that balance R&D investment with operational rigor and efficiency will be a significant asset as we
sharpen our competitive edge and invest in our future growth platforms. In this expanded role, Jay will also continue to strengthen our global manufacturing and supply operations, enhancing supply chain and distribution performance, and driving
greater operational excellence and agility. I look forward to partnering with Jay to build on our industry leadership and deliver sustainable growth and long-term value for shareholders.”
“I am thrilled to join the world’s leading animal health company,” said Mr. Saccaro. “From the company’s deep innovation
pipeline to its products that have built and defined categories in the industry, Zoetis is an exceptional business grounded in a deep commitment to setting new standards for the future of animal care. There is tremendous runway to build on that
legacy, and alongside Kristin, the leadership team and Zoetis’ talented colleagues, I’m eager to help unlock the opportunities ahead and drive sustainable value creation.
Ms. Peck added, “On behalf of the Board of Directors and the entire Zoetis team, I thank Wetteny for his strong leadership, partnership, and many
important contributions since joining the company five years ago. During his time with Zoetis, Wetteny has helped guide the company through a period of significant investment, change, and growth. We are grateful for his support through this
transition and wish him all the best in his next chapter.”
“I am honored to have served as CFO of Zoetis and proud of our team’s
accomplishments during my time with the company,” said Mr. Joseph. “I remain confident in Zoetis’ strategy, people and long-term opportunities. Zoetis remains strongly positioned to continue innovating and leading the animal
health industry, and I look forward to watching its success for years to come.”
2
About Jay Saccaro
James (Jay) Saccaro is an accomplished executive with extensive leadership experience across global healthcare and life sciences organizations. He joins Zoetis
from GE HealthCare, where he served as Vice President and Chief Financial Officer since 2023, leading the company’s finance, information technology, strategy and business development functions. Prior to GE HealthCare, Mr. Saccaro served
as Executive Vice President and CFO at Baxter International Inc. from 2015 to 2023, where he played a key role in leading the company’s post-spin transformation, margin improvement initiatives and capital structure optimization. Prior to
rejoining Baxter, Mr. Saccaro was Senior Vice President and CFO at Hill-Rom Corporation. He had previously served as the Corporate Vice President and Treasurer of Baxter from 2011 to 2013.
Mr. Saccaro originally joined Baxter in 2002 as manager of strategy for the BioScience business, and over the years assumed positions of increasing responsibility, including vice president of financial planning and vice president of finance for
the company’s operations in Europe, Middle East and Africa. He began his career in strategic planning at The Walt Disney Company.
Mr. Saccaro
received a bachelor’s degree in economics and master’s degree in engineering-economic systems from Stanford University.
About Zoetis
Zoetis is the world’s leading animal health company, driven by a singular purpose: to nurture our world and humankind by advancing care for
animals. With a legacy of nearly 75 years, Zoetis continues to pioneer ways to predict, prevent, detect, and treat animal illness, supporting veterinarians, livestock producers, and pet owners in over 100 countries. We integrate deep scientific
expertise, data-driven R&D, advanced manufacturing, and commercial excellence to deliver meaningful innovation across medicines, vaccines, diagnostics, biopharmaceuticals, and digital solutions. Guided by our vision to be the most trusted and
valued animal health company, Zoetis is committed to setting new standards for the future of animal care through innovation, customer obsession, and purpose-driven colleagues. To learn more, visit Zoetis.com.
3
DISCLOSURE NOTICES
Forward-Looking Statements: This press release contains forward-looking statements, which reflect the current views of Zoetis with respect to business plans or
prospects and other future events. These statements are not guarantees of future performance or actions. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if
management’s underlying assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Zoetis
expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can be found in our
most recent Annual Report on Form 10-K, including in the sections thereof captioned “Forward-Looking Statements and Factors That May Affect Future Results” and “Item 1A. Risk Factors,”
in our Quarterly Reports on Form 10-Q and in our Current Reports on Form 8-K. These filings and subsequent filings are available online at www.sec.gov, www.zoetis.com,
or on request from Zoetis.
# # #
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