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.