Form 8-K Zoetis Inc. For: May 06

Exhibit 10.1

 

Zoetis Inc.

10 Sylvan Way

Parsippany, NJ 07054

 

May 5, 2021

 

Mr. Wetteny Joseph

 

Dear Wetteny,

 

On behalf of Zoetis, Kristin Peck and I are delighted to extend to you an offer to join Zoetis in the position of Executive Vice President, Chief Financial Officer and Head of Business Development.

 

All who interviewed you were impressed by your background and experience and we look forward to you making a significant contribution to our Company.

 

This letter confirms the terms of the offer.

 

Annual Base Salary:

 

$675,000, payable bi-weekly.

 

Annual Bonus:

 

You are eligible to participate in our Zoetis Annual Incentive Plan (ZAIP). As a ZAIP participant, you will work with your manager each year to develop ZAIP objectives. Your target annual incentive will be 80% of your base salary. Please note that bonuses under the ZAIP are discretionary, and that neither this letter, nor your target incentive, constitutes a guarantee that you will receive a bonus of any particular amount.

 

Your ZAIP bonus for 2021 will be payable in March of 2022, pending approval by the Human Resources Committee of the Board of Directors of Zoetis (the “HR Committee”), and will be based on factors such as Zoetis’ performance, your functions’ performance, and your individual performance as assessed by your manager. Your annual bonus payout may vary from 0-200% of target based on business performance and your individual performance, subject to the overall bonus pool funding based on Zoetis Inc. performance.

 

Long Term Incentive:

 

You are eligible to participate in Zoetis’ Long-Term Incentive (LTI) Program, and your 2022 target LTI award will be $2,200,000. The program 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 HR 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. Award eligibility is determined on an annual basis with consideration of external market data as well as internal business drivers. 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.

 

Sign-On Bonus:

 

You will receive a cash sign-on payment of $2,000,000. This is a one-time payment that is subject to supplemental income tax rates. Payment will be made within thirty (30) days following your start date. In the event that you are terminated for Cause, you agree to repay the sign-on bonus. By accepting this offer, you agree to repay Zoetis the full amount owed, if you are terminated for Cause, within thirty (30) days of your last day of work or as otherwise agreed to with Zoetis.

 

 

Sign-On LTI Award:

 

In addition, you will be granted a one-time sign-on LTI award with a grant date value of $5,100,000. This award will be made in the form of Zoetis Restricted Stock Units (“RSUs”) and will be granted on the last trading day of the month that includes your date of hire. Zoetis share-based awards, including these RSUs, generally vest 100% on the third anniversary of the grant date, assuming your continued employment by Zoetis through that date. As we discussed, $1,400,000 of this sign-on award will be non-forfeitable in the event of your termination of employment with Zoetis for any reason other than for Cause. In addition, this share-based award will be governed by the terms and conditions set forth in your LTI Award Agreement and the Plan documents. The Plan document and a sample LTI Award Agreement will be sent to you under separate cover.

 

Vacation:

 

In addition to Company-paid holidays, you are entitled 4 weeks of annual vacation.

 

Benefits:

 

You will also be eligible to participate in Zoetis’ benefits program as described in the accompanying benefits document.  Benefit coverage will commence on your start date.  You will receive complete details and enrollment information within your first week of employment.  Your participation in Zoetis’ benefit 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 programs are subject to change by Zoetis in its discretion.

 

Severance:

 

As a member of the Zoetis Executive Team, you will be covered under the terms and conditions of the Zoetis Executive Severance Plan. A copy of the Executive Severance Plan will be sent to you under separate cover.

 

Pre-Employment Contingencies:

 

In accordance with Zoetis policy, and as set forth above, this employment offer is contingent upon successful completion of all aspects of Zoetis’ pre-employment screening process. This process includes the verification of information you provide to us for a background check as well as your successful completion of a drug screen to detect the presence of illegal drugs.

 

Background Verification Process (BVP) - This program will verify the information you have provided concerning your prior employment and education. Also, as a responsible employer concerned with the security of our customers, employees, business partners and the general public, we will perform a criminal history check to determine whether there are criminal convictions of record and verify your identity. Once you have notified us of that you have accepted this offer of employment, you will receive an e-mail prompt from HireRight who will coordinate the investigation.

 

Pre-Employment Drug Screen – All new hire applicants must complete a pre-employment drug screen prior to the commencement of employment. Once you have notified us of that you have accepted this offer of employment, you will receive an e-mail prompt from HireRight within 48 hours of offer acceptance to schedule your pre-employment drug test. The drug screen must be completed within 5 days of offer acceptance. 

 

Employment Eligibility Verification:

 

As required by current US 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 US or within 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 US. In the event that you do not have legal authorization to work for Zoetis in the US, 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.

 

Also in considering this offer, if you are accepting employment as a nonimmigrant who is authorized to work in the US, it will be your responsibility to work with Zoetis’ Immigration Team to ensure that your work authorization remains current and that when you travel you secure proper travel documents to avoid problems re-entering the U.S. Your failure to manage these important matters could result in Zoetis’ inability to continue your employment. Moreover, Zoetis makes no promise or representation in this offer of employment to support extensions of your nonimmigrant work authorization or to support your application for permanent residency in the US. These decisions are made by your management, human resources and Zoetis Immigration Team on an individual basis. You should consider this carefully before deciding to accept this offer.

 

 

Employment At-Will:

 

This letter, and its accompanying documents, set out the complete terms of our offer of employment but are 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.

 

Your start date is expected to be no later than June 15, 2021.

 

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 [email protected]. Please note this offer expires at the close of business on May 7, 2021.

 

Wetteny, we are so excited to have you join Zoetis and I very much look forward to working with you.

 

Best regards,

 

Roxanne Lagano

EVP, Chief Human Resources Officer and Global Operations

 

Accepted:

  

/s/ Wetteny Joseph		May 6, 2021
Wetteny Joseph		Date

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Media Contacts:		Investor Contacts:
Bill Price		Steve Frank
1-973-443-2742 (o)		1-973-822-7141 (o)
[email protected]		[email protected]
Kristen Seely		Keith Gaub
1-973-443-2777 (o)		1-973-822-7154 (o)
[email protected]		[email protected]

 

Zoetis Announces Appointment of Glenn David as Group President and
Wetteny Joseph as Executive Vice President and Chief Financial Officer

 

PARSIPPANY, NJ – May 11, 2021 – Zoetis Inc. (NYSE: ZTS) today announced leadership changes that will accelerate its long-term growth strategy in key markets and add new talent to its executive team. Glenn David, Executive Vice President and Chief Financial Officer (CFO) for Zoetis, has been named Executive Vice President and Group President, overseeing International Operations and other business units, effective June 1, 2021. In addition, the company announced Wetteny Joseph will join Zoetis as Executive Vice President and Chief Financial Officer, reporting to CEO Kristin Peck, and assume responsibility for the oversight of the company’s financial management, planning, and business development group, effective June 1, 2021.

 

“Glenn’s record of success at Zoetis, plus his deep knowledge of our operations and the animal health industry, make him the ideal leader to drive Zoetis’ next phase of global growth in international markets, aquaculture, biodevices and pet insurance,” said Chief Executive Officer Kristin Peck. “As CFO for the last five years and a leader in animal health for a decade, Glenn has been a champion for building our business. He has played a pivotal role in supporting our recent product launches, scrutinizing new business opportunities, and investing in global expansion initiatives. We are very excited by the strong leadership qualities and experience Glenn will bring to this role.”

 

 

“The Board and I are also excited to welcome Wetteny, a proven leader in healthcare whose global experience and results-driven approach will help ensure that Zoetis continues its strong growth trajectory,” said Peck. “Wetteny has impeccable CFO credentials from his years at Catalent, and he has built world-class Finance organizations and strong relationships with the investment community. I am confident that he will continue to enhance the reputation Zoetis has built for our market performance, value creation and leadership in animal health.”

 

As Group President, David will oversee Zoetis’ international operations, including China and Brazil, two of the company’s largest and fastest-growing markets. He will also be responsible for the company’s aquaculture business (PHARMAQ), Global BioDevices, and Pumpkin Pet Insurance.

“I am very proud of what we have accomplished at Zoetis over the last eight years, and I see even greater opportunities ahead with an innovative portfolio that is addressing critical needs and defining new standards of care for animals,” said David. “I am excited to take on a more customer-facing role leading our commercial teams, and I look forward to helping accelerate our long-term growth in international markets, where we see untapped opportunities for our products and services.”

As CFO, Joseph will report directly to Chief Executive Officer Kristin Peck and become part of the Zoetis Executive Team. He brings with him valuable financial expertise and deep experience in the healthcare industry from 13 years at Catalent, a global leader in pharmaceuticals, biologics and consumer health products. During his career, he has worked across diverse and complex businesses, leading finance functions and business units, and managing relationships with stakeholders from customers to investors.

 

“I am delighted with the tremendous opportunity to join a world leading company like Zoetis,” said Joseph. “Zoetis has been delivering sustainable revenue and earnings growth since its launch, while also introducing innovative new products for customers. I look forward to bringing my skills and experience to Zoetis and building on that strong track record of performance with Kristin and the team.”

 

 

About Glenn David

Since becoming CFO in 2016, David, age 49, has supported the company’s ability to consistently grow revenue faster than the market and grow adjusted net income faster than revenue. He has supported the company’s investments in future growth through sound business development and capital allocation strategies. He has maintained a well-capitalized and financially disciplined business, creating significant value for shareholders. Earlier in his career, David served as Senior Vice President of Finance Operations for Zoetis during its Initial Public Offering in 2013. Before the Zoetis IPO, David served in various financial roles at Pfizer, including Vice President of Global Finance for Pfizer Animal Health and Vice President of Finance for the U.S. Primary Care franchise.

 

About Wetteny Joseph

Joseph, age 49, has served as Senior Vice President and Chief Financial Officer of Catalent since 2018. He joined Catalent in 2008 as Vice President and Corporate Controller and held various senior finance roles until October 2015, when he was named President, Clinical Supply Services, one of the company’s principal business units. Before joining Catalent, Joseph held a variety of senior financial positions at the industrial distribution company HD Supply including CFO for its $1.2 billion plumbing and HVAC business unit. He also served as Corporate Controller at Hughes Supply, a Fortune 500, NYSE-listed company that was acquired by Home Depot and became part of HD Supply. In his early career, Mr. Joseph spent six years at PricewaterhouseCoopers as an auditor and strategic financial advisor across a variety of industries.

 

About Zoetis

As the world’s leading animal health company, Zoetis is driven by a singular purpose: to nurture our world and humankind by advancing care for animals. After nearly 70 years innovating ways to predict, prevent, detect, and treat animal illness, Zoetis continues to stand by those raising and caring for animals worldwide - from livestock farmers to veterinarians and pet owners. The company’s leading portfolio and pipeline of medicines, vaccines, diagnostics, and technologies make a difference in over 100 countries. In 2020, Zoetis generated revenue of $6.7 billion with ~11,300 employees. For more, visit www.zoetis.com.

 

 

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 Annual Report on Form 10-K for the fiscal year ended December 31, 2020, 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. Such risks and uncertainties may be amplified by the COVID-19 pandemic and its potential impact on the global economy and our business. These filings and subsequent filings are available online at www.sec.gov, www.zoetis.com, or on request from Zoetis.

 

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