ZTS: Leadership change

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