Pfizer Inc.
Download
SEC Document
SEC Filing
pfe-20230315
0000078003DEF 14AFALSE00000780032022-01-012022-12-31iso4217:USD00000780032021-01-012021-12-3100000780032020-01-012020-12-31000007800312022-01-012022-12-310000078003ecd:PeoMemberpfe:StockAndOptionAwardsAdjustmentsMember2022-01-012022-12-310000078003ecd:PeoMemberpfe:ChangeInPensionValueMember2022-01-012022-12-310000078003ecd:PeoMember2022-01-012022-12-310000078003ecd:PeoMemberpfe:EquityAwardsGrantedDuringTheYearMember2022-01-012022-12-310000078003ecd:PeoMemberpfe:EquityAwardsGrantedInPriorYearsUnvestedMember2022-01-012022-12-310000078003ecd:PeoMemberpfe:EquityAwardsGrantedInPriorYearsVestedMember2022-01-012022-12-310000078003ecd:PeoMemberpfe:StockAndOptionAwardsAdjustmentsMember2021-01-012021-12-310000078003ecd:PeoMemberpfe:ChangeInPensionValueMember2021-01-012021-12-310000078003ecd:PeoMember2021-01-012021-12-310000078003ecd:PeoMemberpfe:EquityAwardsGrantedDuringTheYearMember2021-01-012021-12-310000078003ecd:PeoMemberpfe:EquityAwardsGrantedInPriorYearsUnvestedMember2021-01-012021-12-310000078003ecd:PeoMemberpfe:EquityAwardsGrantedInPriorYearsVestedMember2021-01-012021-12-310000078003ecd:PeoMemberpfe:StockAndOptionAwardsAdjustmentsMember2020-01-012020-12-310000078003ecd:PeoMemberpfe:ChangeInPensionValueMember2020-01-012020-12-310000078003ecd:PeoMember2020-01-012020-12-310000078003ecd:PeoMemberpfe:EquityAwardsGrantedDuringTheYearMember2020-01-012020-12-310000078003ecd:PeoMemberpfe:EquityAwardsGrantedInPriorYearsUnvestedMember2020-01-012020-12-310000078003ecd:PeoMemberpfe:EquityAwardsGrantedInPriorYearsVestedMember2020-01-012020-12-310000078003pfe:StockAndOptionAwardsAdjustmentsMemberecd:NonPeoNeoMember2022-01-012022-12-310000078003ecd:NonPeoNeoMemberpfe:ChangeInPensionValueMember2022-01-012022-12-310000078003ecd:NonPeoNeoMember2022-01-012022-12-310000078003ecd:NonPeoNeoMemberpfe:EquityAwardsGrantedDuringTheYearMember2022-01-012022-12-310000078003ecd:NonPeoNeoMemberpfe:EquityAwardsGrantedInPriorYearsUnvestedMember2022-01-012022-12-310000078003pfe:EquityAwardsGrantedInPriorYearsVestedMemberecd:NonPeoNeoMember2022-01-012022-12-310000078003pfe:StockAndOptionAwardsAdjustmentsMemberecd:NonPeoNeoMember2021-01-012021-12-310000078003ecd:NonPeoNeoMemberpfe:ChangeInPensionValueMember2021-01-012021-12-310000078003ecd:NonPeoNeoMember2021-01-012021-12-310000078003ecd:NonPeoNeoMemberpfe:EquityAwardsGrantedDuringTheYearMember2021-01-012021-12-310000078003ecd:NonPeoNeoMemberpfe:EquityAwardsGrantedInPriorYearsUnvestedMember2021-01-012021-12-310000078003pfe:EquityAwardsGrantedInPriorYearsVestedMemberecd:NonPeoNeoMember2021-01-012021-12-310000078003pfe:StockAndOptionAwardsAdjustmentsMemberecd:NonPeoNeoMember2020-01-012020-12-310000078003ecd:NonPeoNeoMemberpfe:ChangeInPensionValueMember2020-01-012020-12-310000078003ecd:NonPeoNeoMember2020-01-012020-12-310000078003ecd:NonPeoNeoMemberpfe:EquityAwardsGrantedDuringTheYearMember2020-01-012020-12-310000078003ecd:NonPeoNeoMemberpfe:EquityAwardsGrantedInPriorYearsUnvestedMember2020-01-012020-12-310000078003pfe:EquityAwardsGrantedInPriorYearsVestedMemberecd:NonPeoNeoMember2020-01-012020-12-31000007800322022-01-012022-12-31000007800332022-01-012022-12-31000007800342022-01-012022-12-31



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )


Filed by the Registrant x

Filed by a Party Other Than the Registrant ¨

Check the Appropriate Box:

¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12
Pfizer Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check all boxes that apply):
xNo fee required
¨Fee paid previously with preliminary materials
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



pfe-20230315_g1.jpg



2022 Milestones
Advancing Our Strategy
Key Regulatory ApprovalsRegulatory SubmissionsPivotal Study Starts
81310
Research & DevelopmentManufacturingEmployees Globally
110
projects in our current
product pipeline
(as of January 31, 2023)
36
sites worldwide
~83,000
Global ReachShareholder ReturnsRevenues
>185
countries and territories where
we supply our products
$11.0B
to shareholders through
cash dividends and share repurchases in 2022
~$100.3B
in 2022
Patients Treated
>1.3B
Patients treated globally with our medicines and vaccines1

Unless indicated otherwise, the information contained in this summary is as of December 31, 2022.
1     The patients treated metric is calculated from Pfizer and third-party datasets. Figures may be limited given the coverage provided by external sources (e.g., calendar duration, geographic and product coverage). Numbers are estimates and in some cases use global volume, daily dosage and number of treatment days to facilitate calculations. Methodologies to calculate estimates may vary by product type given the nature of the product and available data. Patients taking multiple Pfizer products may be counted as multiple patients towards total. Numbers include estimated patient counts from U.S. Patient Assistance Programs, ex-U.S. access & affordability programs, product donations and Global Commercial Access Partnerships (this does not include An Accord for a Healthier World). Historical estimates may periodically be subject to revision due to restatements in the underlying data source.



Table of Contents
Criteria for Board Membership
Selection of Candidates
Director Nominees
Director Independence
Overview
Governance Materials Available on Our Website
Board Leadership Structure

2022 Advisory Vote on Executive Compensation
2022 Pay-for-Performance
Compensation Committee Report
Compensation Discussion and Analysis
Executive Summary
Item 5 — Ratification of Termination Pay
Item 8 — Impact of Extended Patent Exclusivities on Product Access Report
Item 6 — Independent Board Chairman Policy
Item 9 — Political Contributions Congruency Report



A Letter from Pfizer’s
Chairman & Chief Executive Officer
To Our Shareholders:
A little more than four years ago, Pfizer unveiled a new purpose: Breakthroughs that change patients’ lives. Pfizer has always had a noble purpose rooted in our commitment to patients, but we wanted to make our purpose more memorable, more inspiring and, most important, more actionable.
I am happy to say that in the 50 months since then, Pfizer’s more than 80,000 colleagues around the world have lived this purpose every day. They have pursued impactful breakthroughs with the goal of dramatically changing the lives of patients for the better. As a result of this unwavering commitment to innovation and patients, 2022 was a simply remarkable year for our company on multiple fronts.
We secured eight key regulatory approvals, completed 13 regulatory submissions and initiated 10 pivotal study starts, as we continued to advance our robust R&D pipeline of potential breakthrough medicines and vaccines.
We maintained our industry-leading clinical success ratesi and further improved our cycle times, which already were among the industry’s bestii, and we did all of this while maintaining our high standards of quality, safety and scientific rigor.
We completed four acquisitions – Arena Pharmaceuticals, Biohaven Pharmaceuticals, Global Blood Therapeutics and ReViral – which have further strengthened both our pipeline and our current portfolio of innovative offerings for patients.
We were named to 10 different “best employer” lists, including those published by Forbes, LinkedIn, Glassdoor and others.
We exceeded $100 billion in revenues for the first time in our 174-year history.
And, most important, more than 1.3 billion patients around the world were treated with our medicines and vaccinesiii. A truly humbling achievement.
Maintaining Our COVID-19 Leadership
During the year, we also continued to lead the battle against COVID-19. As the virus continued to evolve, Pfizer scientists were up to the challenge – using our flexible mRNA platform to swiftly create a new vaccine candidate based on the emerging Omicron BA.4 and BA.5 subvariants. By September, our BA.4/BA.5-adapted bivalent vaccine had been authorized by both the U.S. Food & Drug Administration (FDA) and the European Medicines Agency (EMA) as a booster dose for ages 12 years and older. By November, both agencies had authorized it for 5 years of age and older. Then in December, the Omicron BA.4/BA.5-adapted bivalent COVID-19 vaccine received FDA authorization as the third 3-µg dose in the three-dose primary series for children 6 months through 4 years of age. 
We are proud to have maintained our leadership position throughout the public health booster campaign. As of February 22, 2023, we held a 64% market share of bivalent boosters in the U.S.iv – which is a significant expansion on the booster share leadership position that we already held before the bivalent booster launch – and our bivalent booster market shares are even higher in several key markets outside the U.S. We believe our best-in-class mRNA capability, coupled with our proven and reliable manufacturing network, will ensure we are well positioned to continue to adapt our vaccine as needed and get it to people around the world.
i. Success rates for Phase 1 are based on a 3-year rolling average (2020-2022); rates for Phase 2 and Phase 3/Registration represent a 5-year rolling average (2018-2022).
ii. First in Human (FIH) to approval median phase cycle times are based on 3-year rolling cohort for Phase 1 and 5-year rolling cohort for Phase 2 to Registration. The analysis is at the new molecular entity (NME) level. Industry-leading is defined as Top Quartile amongst peer group companies.
iii. The patients treated metric is calculated from Pfizer and third-party datasets. Figures may be limited given the coverage provided by external sources (e.g., calendar duration, geographic and product coverage). Numbers are estimates and in some cases use global volume, daily dosage and number of treatment days to facilitate calculations. Methodologies to calculate estimates may vary by product type given the nature of the product and available data. Patients taking multiple Pfizer products may be counted as multiple patients towards total. Numbers include estimated patient counts from U.S. Patient Assistance Programs, ex-U.S. access and affordability programs, product donations and Global Commercial Access Partnerships (this does not include An Accord for a Healthier World). Historical estimates may periodically be subject to revision due to restatements in the underlying data source.
iv. CDC data through January 4, 2023.

2023 Proxy Statement Pfizer
i

A Letter from Pfizer’s Chairman & Chief Executive Officer
Our COVID-19 oral treatment, PAXLOVID, has shown to be an important complementary tool to vaccination strategies for the estimated 40% of the global population at high risk for progressing to severe diseasev. PAXLOVID has demonstrated robust efficacy, a consistent safety profile, and potential to help mitigate the burden of COVID-19 on patients and their families, health systems and societyvi. As of March 1, 2023, we have shipped 44 million treatment courses to 63 countries around the world.
Leading the Charge for Equitable Access
During the year, we also took bold action to help ensure our breakthroughs get into the hands of those who need them.
We’re living in a time when science is increasingly demonstrating the ability to take on the world’s most devastating diseases. Unfortunately, there’s a huge health equity gap in our world that determines which of us can access these innovations – and which of us can’t. At Pfizer, we are committed to helping close this gap as quickly as possible. That’s why we launched An Accord for a Healthier World. Through this groundbreaking initiative, Pfizer now offers on a not-for-profit basis the full portfolio of medicines and vaccines for which we have global rights to 45 lower-income countries – with the hope of giving the 1.2 billion people living in these countries access to hundreds of lifesaving and life-changing products that they couldn’t access before.
But as we learned in the COVID-19 vaccine rollout, ensuring supply is only the first step to helping patients. For this reason, another key element of the Accord is collaborating with global health leaders to make improvements in diagnosis, education, infrastructure, innovative financing and more. I'm proud to say that the first shipments of our products arrived in Rwanda in September 2022, and we are working with them and other governments – including in Ghana, Malawi and Senegal – on future deliveries, as well as health system improvements to help make sure our products reach those in need.
Here in the U.S., I’m equally proud of the important work being done by Pfizer’s Multicultural Health Equity Collective, which recently convened more than 100 health equity luminaries from across the U.S. to engage in candid conversations about the drivers and impact of systemic racism on healthcare. The dialogue highlighted creative solutions that are already starting to reduce health disparities in local communities across the country.
A Bright Future for Pfizer and for Patients
Looking ahead, Pfizer’s future appears to be even brighter than our present. We’re in the midst of an 18-month period during which we expect to have up to an unprecedented 19 new products or indications in the market. Fifteen of these 19 are from our internal pipeline with the remaining four coming to Pfizer via recent business development deals. These potential medicines and vaccines cut across a range of therapeutic areas and include candidates for multiple myeloma, prostate cancer, respiratory syncytial virus (RSV), flu, pneumococcal disease, migraine, ulcerative colitis and sickle cell disease – among others. This represents a tremendous opportunity to improve health outcomes for patients around the world. This is the promise of our science at work.
And, of course, we have many more potential vaccines and medicines in our pipeline, with numerous launches expected in the 2024-2030 timeframe, if successful in clinical trials and approved. Some of the most promising assets include our oral GLP-1 candidate for diabetes and obesity, potential combination vaccines for flu, COVID-19 and RSV, our potential vaccines for Lyme disease and shingles, multiple new oncology product candidates, including ARV-471 and our CDK4 inhibitor for endocrine receptor-positive breast cancer, our gene therapy candidates for hemophilia A, hemophilia B and Duchenne muscular dystrophy, and many more.
In addition, given the strength of our balance sheet and cash flows, we will continue to leverage business development opportunities to advance our business strategies and objectives. Our business development efforts remain focused on compelling external science in the form of both later-stage assets, as well as earlier medical innovations, that have the potential to be breakthroughs for patients. We will be looking primarily at therapeutic areas and platforms where we believe we have the scientific skills and acumen to add substantial value and select the most successful targets.
v.     Clark A, Jit M, Warren-Gash C, et al. Global, regional, and national estimates of the population at increased risk of severe COVID-19 due to underlying health conditions in 2020: A modelling study. The Lancet Global Health. 2020;8(8):1003-1017. doi:10.1016/s2214-109x(20)30264-3.
vi.     Pfizer Announces Additional Phase 2/3 Study Results Confirming Robust Efficacy of Novel COVID-19 Oral Antiviral Treatment Candidate in Reducing Risk of Hospitalization or Death. (2021, December 14). Pfizer. Retrieved November 1, 2022, from https://www.pfizer.com/news/press-release/press-release-detail/pfizer-announces-additional-phase-23-study-results.

ii
Pfizer 2023 Proxy Statement

A Letter from Pfizer’s Chairman & Chief Executive Officer
In summary, 2022 was an outstanding year for our company, with our key growth drivers providing evidence of the depth and breadth of our portfolio. With the unprecedented wave of innovations expected to emerge from our scientific pipeline in the near term, potential business development activities, our increased investments in our R&D and commercial capabilities, and additional potential new products and indications coming in the second half of the decade, we believe we can build on the momentum we have created to deliver life-changing innovations to even more patients around the world.
Thank you for your continued support of our important work.
pfe-20230315_g2.jpg
pfe-20230315_g3.jpg
Dr. Albert Bourla
Chairman & Chief Executive Officer
Emergency Use Authorization Statement
Emergency uses of the Pfizer-BioNTech COVID-19 vaccine or the Pfizer-BioNTech COVID-19 Vaccine Bivalent (Original and Omicron BA.4/BA.5) have not been approved or licensed by FDA but have been authorized by FDA under an Emergency Use Authorization (EUA) to prevent Coronavirus Disease 2019 (COVID-19) in individuals aged 6 months and older. The emergency uses are only authorized for the duration of the declaration that circumstances exist justifying the authorization of emergency use of the medical product under Section 564(b)(1) of the FD&C Act unless the declaration is terminated or authorization revoked sooner.
PAXLOVID has not been approved, but has been authorized for emergency use by FDA under an EUA, for the treatment of adults and pediatric patients (12 years of age and older weighing at least 40 kg) with a current diagnosis of mild-to-moderate COVID-19 and who are at high risk for progression to severe COVID-19, including hospitalization or death.
The emergency uses are only authorized for the duration of the declaration that circumstances exist justifying the authorization of the emergency use of the medical product under Section 564(b)(1) of the Act, 21 U.S.C. § 360bbb-3(b)(1), unless the declaration is terminated or authorization revoked sooner. Please see the EUA Fact Sheets at www.covid19oralrx.com and www.cvdvaccine-us.com.

We encourage you to read our 2022 Annual Report on Form 10-K, which includes our audited consolidated financial statements as of and for the year ended December 31, 2022, and the sections captioned “Risk Factors” and “Forward Looking Information and Factors that May Affect Future Results,” for a description of the substantial risks and uncertainties related to the forward-looking statements included herein. Expected product launches are subject to, among other risks, assumptions and uncertainties, clinical trial, regulatory and commercial success and availability of supply.




2023 Proxy Statement Pfizer
iii


A Message from Pfizer’s
Lead Independent Director
Dear Shareholders:
On behalf of the Board of Directors, thank you for your investment and confidence in Pfizer. It is a privilege to serve as your Lead Independent Director and to work closely with the Chairman and my fellow Board members as we execute our fiduciary responsibilities to you, our shareholders. The Board met seven times in 2022, and for the first time since 2020, we were fortunate to meet primarily in person, giving our newer Directors their first opportunities to engage face-to-face with other Board members and senior leaders.
During the year, among many of our priorities, we worked closely with Pfizer’s leaders to oversee the company’s internal reorganization as it established a new commercial structure within the Global Biopharmaceuticals Business, designed to better support and optimize performance across three broad customer groups (Primary Care, Specialty Care, and Oncology), and the appointments of new leaders for those customer groups.
2022 was a remarkable year for the company on multiple fronts and a busy year for the Board. I am pleased to highlight a few oversight activities the Board undertook over the past year.
Board Oversight of Strategy and ESG
Keeping apprised of Pfizer’s business performance is critically important to the Board. Accordingly, during the year, the Board and its Committees regularly discussed the company’s corporate strategy with management, including significant business and organizational initiatives, capital allocation priorities, business development opportunities, and our continued response to COVID-19.
In addition, and recognition of the importance of environmental, social, and governance (ESG) topics to Pfizer and our investors, the Board kept informed of Pfizer’s ESG strategy, including the company’s priorities, progress, and reporting. During 2022, the Governance & Sustainability Committee, responsible for overseeing Pfizer’s ESG strategy, received regular updates from management concerning our progress against our ESG priorities, including diversity, equity, and inclusion initiatives, environmental milestones, and future goals. The Committee shared these status updates regularly with the entire Board.
Board Effectiveness
Together our Board possesses the diverse skills and experiences most relevant to Pfizer’s business needs and overall strategy. We are pleased with the Board’s diverse composition. Each Director brings a strong and unique set of perspectives, experiences, and abilities to Pfizer, thereby creating an effective and well-functioning Board. The Board is also highly diverse, with strong representation in terms of gender and ethnicity, and remains committed to thoughtful succession planning, evidenced by the addition of five new independent Directors since 2018.
We remain committed to continuous improvement and conduct annual evaluations to assess our performance and improve overall effectiveness. This year, the Board decided to enhance its yearly self-evaluation process and conduct its 2023 Board and Committee evaluations using an external third-party provider, reflecting a best practice we observed across the market and in response to shareholder feedback.
Strong Commitment to Shareholder Engagement
In closing, we would like to thank our shareholders and other stakeholders for the time they committed to engaging in productive dialogues with Pfizer. We also are grateful for the candid feedback shared with the company – and in some cases, directly with members of the Board. The Board considers this input essential in its ongoing commitment to achieving excellence in its governance practices.
We remain committed to serving your interests in 2023 and beyond. Your vote is important. Please read the Proxy Statement and take the time to vote your shares.
pfe-20230315_g4.jpg
pfe-20230315_g5.jpg
Mr. Shantanu Narayen
Lead Independent Director
iv
Pfizer 2023 Proxy Statement


Notice of 2023 Annual Meeting
and Proxy Statement
Voting Your Shares. For information regarding how to vote your shares by telephone, by internet, by mail or at the virtual Annual Meeting, see “Annual Meeting Information – Voting later in this Proxy Statement.
pfe-20230315_g6.jpg
MEETING TIME AND DATE
9:00 a.m., Eastern Daylight Time (EDT), on Thursday, April 27, 2023
Items of Business
1. To elect 12 members of the Board of Directors, each until our next Annual Meeting and until his or her successor has been duly elected and qualified.
2. To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2023.
3. To conduct an advisory vote to approve our executive compensation.
4. To conduct an advisory vote on the frequency of future advisory votes on executive compensation.
5. To consider five shareholder proposals, if properly presented at the Annual Meeting.
6. To transact any other business that properly comes before the Annual Meeting or any adjournment or postponement of the Meeting.
Materials To Review
This booklet contains our Notice of 2023 Annual Meeting and Proxy Statement. Our 2022 Annual Report on Form 10-K is included as Appendix A and is followed by certain Corporate and Shareholder Information. None of Appendix A or the Corporate and Shareholder Information on the back inside cover are a part of our proxy solicitation materials.
This Notice of 2023 Annual Meeting and Proxy Statement and a proxy card or voting instruction form are being mailed or made available to shareholders starting on or about March 16, 2023.
pfe-20230315_g7.jpg
Margaret M. Madden
Senior Vice President and Corporate Secretary, Chief Governance Counsel
March 16, 2023
pfe-20230315_g8.jpg
VIRTUAL MEETING ONLY
The 2023 Annual Meeting will be held in a virtual meeting format only. To access the virtual Annual Meeting, please visit www.meetnow.global/MAGVNLW. We designed the format of the virtual Annual Meeting to ensure that our shareholders who attend the virtual Annual Meeting will be afforded comparable rights and opportunities to participate as they would at an in-person meeting.
pfe-20230315_g9.jpg
RECORD DATE
March 1, 2023
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 27, 2023.
This Notice of 2023 Annual Meeting and Proxy Statement and the 2022 Annual Report on Form 10-K are available on our website at https://investors.pfizer.com/Investors/Financials/Annual-Reports/default.aspx. Except as stated otherwise, information on our website is not considered part of this Proxy Statement.
2023 Proxy Statement Pfizer
v


Our Business and Strategy
Pfizer Inc. is a research-based, global biopharmaceutical company. We apply science and our global resources to bring therapies to people that extend and significantly improve their lives through the discovery, development, manufacture, marketing, sale and distribution of biopharmaceutical products worldwide. We work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. We collaborate with healthcare providers, governments and local communities to support and expand access to reliable, affordable healthcare around the world.
Our 2022 Performance Overview
2022 was a record-breaking year for Pfizer, both from a financial perspective and as a force for good in the world. We continued to supply our vaccines and medicines to help address the COVID-19 pandemic while executing on our strategic priorities, accelerating our pipeline and fortifying our future potential for long-term growth.
As COVID-19 remains a global health threat, Comirnaty and Paxlovid remain critical tools for helping patients and societies avoid the worst impacts of the virus. Since the beginning of the pandemic we delivered nearly 4.4 billion vaccine doses globally, as of January 1, 2023 and, in 2022, shipped more than 39 million treatment courses of Paxlovid to 60 countries around the world.1 In addition, we entered into an agreement to supply, at a not-for-profit price, up to six million Paxlovid treatment courses to the Global Fund for low- and lower-middle-income countries. We also introduced a new bivalent COVID-19 vaccine to help address the rise of new variants while working to develop potential next generation COVID-19 medicines and vaccines.
We set new records with our financial performance and made significant progress in advancing our research and development (R&D) pipeline. In 2022, we invested record sums for Pfizer into R&D, expressing confidence in our industry-leading end-to-end cycle times2, that resulted in advancing multiple scientific programs. We filed regulatory submissions seeking approval for new medicines and vaccines to help prevent respiratory syncytial virus (RSV), pneumococcal pneumonia and meningococcal disease, and to help treat alopecia areata and ulcerative colitis, several of which are expected to potentially deliver more than $1 billion in annual peak revenue, if approved.
Our pipeline and portfolio were enhanced through the completion of certain significant business development transactions, including the acquisitions of Biohaven Pharmaceutical Holding Company, Ltd., Global Blood Therapeutics, Inc. and ReViral Ltd. – we invested approximately $26 billion of capital into completed business development transactions in 2022. We also established a new commercial structure within our Global Biopharmaceuticals Business, which is designed to better support and optimize performance across three broad customer groups (Primary Care, Specialty Care and Oncology).
In addition, we continued to focus on our Environmental, Social and Governance (ESG) goals. We helped address broader issues impacting global health, including climate change and equitable access. In addition to further accelerating our plans to decarbonize, we launched An Accord for a Healthier World, a breakthrough initiative designed to help close the health equity gap for 1.2 billion people living in 45 lower-income countries. Pfizer is committed to working towards equitable and affordable access to our medicines and vaccines for people around the world.
As a science-driven global biopharmaceutical company, we remain focused on advancing our pipeline, supporting our marketed brands and deploying capital responsibly, with a focus on initiatives that can help contribute to our long-term revenue and future growth.
We are proud of the positive impact we are having on human lives around the world. Our ability to fulfill our purpose, Breakthroughs that change patients’ lives, remains a core focus and underscores our commitment to addressing the needs of society to help sustain long-term value creation for all stakeholders.



(1) This figure includes treatment courses distributed to customers, as well as those stored and ready for distribution.
(2) First in Human (FIH) to approval median phase cycle times are based on 3-year rolling cohort for Phase 1 and 5-year rolling cohort for Phase 2 to Registration. The analysis is at the new molecular entity (NME) level. Industry-leading is defined as Top Quartile amongst peer group companies.
2023 Proxy Statement Pfizer
1

Our Business and Strategy
ADVANCING OUR R&D PIPELINE
As of January 31, 2023, we had the following number of projects in various stages of R&D:
Discovery Projects
Phase 1
à 
Phase 2
à 
Phase 3
à  
Registration
à
Total
34
Experimental products tested for first time in human clinical trials
37
Trials focused on product’s effectiveness, ideal dosage and delivery method
23
Test results of earlier trials on larger populations in randomized trials to analyze risks and benefits
16
Applications filed
with appropriate regulatory authorities when trials results warrant
110
By the end of 2022, Pfizer achieved an end-to-end success rate of 18 percent – from FIH to approval at a new molecular entity (NME) level – which is nearly 10 times our 2010 performance. This improved success rate can be largely attributed to a years-long narrowing of therapeutic focus areas to where we believe we are equipped to make the biggest impact on patients’ lives.
Clinical Trial Success Rates*
(NMEs only)
Phase 1
(3-year avg.)
Phase 2
(5-year avg.)
Phase 3/Registration
(5-year avg.)
End-to-End
Success Rate
Pfizer(1) (through 2022)
40 %56 %83 %18 %
Industry(2) (through 2021)
42 %37 %75 %12 %
* The analysis includes only studies involving NMEs.
(1) Success rates for Phase 1 are based on a 3-year rolling average (2020-2022); rates for Phase 2 and Phase 3/Registration represent a 5-year rolling average (2018-2022).
(2) Success rates are based on a 5-year rolling average for Phase 2 and Phase 3 studies, and a 3-year rolling average for Phase 1 studies, with the cut-off for the analysis ending on fiscal year-end 2021, which is the most recent information available. The “industry” in this analysis was based on the Pharmaceutical Benchmarking Forum’s participant companies: AbbVie Inc.; Astellas Pharma, Inc; Bayer AG; Bristol-Myers Squibb Company; Eli Lilly and Company; Gilead Sciences, Inc.; Johnson & Johnson; Merck & Co., Inc.; Novartis AG; Pfizer; Roche Holding AG and Sanofi SA.
OUR TOTAL SHAREHOLDER RETURN (TSR)
Quarterly
Dividends
One-year
TSR
Three-year
TSR
Five-year
TSR
Capital Returned to Shareholders
(cash dividends and share repurchases)
3%á
(10.4)%â
54.2%á
79.1%á
$11.0B
Compared to 2021Year-End 2022Year-End 2022Year-End 2022in 2022
THE BOARD’S OVERSIGHT OF STRATEGY
The Board and its Committees oversee our corporate strategy, including significant business and organizational initiatives and capital allocation priorities, potential value-enhancing business development opportunities intended to support our strategy, and our continued response to COVID-19. The Board engages in robust discussions regarding our corporate strategy at every meeting and, at least annually, receives a formal update on the company’s short- and long-term objectives, including the company’s operating plan, long-term corporate strategic plan, and competitive landscape. In addition, the Board’s Committees oversee the aspects of our strategy associated with their respective areas of responsibility.
2
Pfizer 2023 Proxy Statement

Our Business and Strategy
CONNECTING OUR PURPOSE, STRATEGY AND ESG
Advancing our ESG performance is an interconnected effort requiring cross-company alignment and collaboration. ESG best practice is often recognized as aligning and embedding robust ESG management into our strategy – so that the company and its priority ESG workstreams move together, leading to opportunities of mutual reinforcement and impact.
We have continuously refined our ESG strategy in alignment with our purpose and corporate strategy. Building on our efforts – which include our acquisition of Global Blood Therapeutics, Inc. to help underserved patient communities, such as those with sickle cell disease, as well as expanded access programming through An Accord for a Healthier World – we more purposefully integrated ESG into our ways of working in 2022, including strategic decisions, business operations, and governance, to create greater ownership of impact at all levels. In 2023, we aim to further integrate ESG into our corporate strategy, reinforcing our commitment to being a purpose-driven organization. By embedding ESG into our strategy, we can make it the common denominator that underpins how we fulfill our commitments to our stakeholders. Please view our 2022 Annual Review and 2022 ESG Report at www.pfizer.com/annual. Our Annual Review and ESG Report are not a part of our proxy solicitation materials.
The Board’s Oversight of ESG Matters
Pfizer’s Board is fully engaged and supports Pfizer’s ESG program. The Governance & Sustainability Committee is primarily responsible for oversight of our ESG strategy, reporting, policies and practices. At nearly every regular Committee meeting, the Governance & Sustainability Committee receives updates from management on Pfizer’s progress as measured against the company’s ESG strategy, metrics and targets, and future initiatives to further enhance ESG performance.
The Board Committees oversee specific elements of our ESG program associated with their respective areas of responsibility:
Board Oversight
Governance & SustainabilityCompensationAuditRegulatory & Compliance
ESG strategy, reporting, policies and practices
Human capital management, including culture, diversity, equity and inclusion, pay equity and talent management
Political and lobbying activities
Climate change program
Reputational risk factors
Board diversity
Executive compensation program (which includes a short-term incentive program that incorporates an ESG Scorecard), including approving compensation of our executive officers
Human capital management, which may include executive diversity, pay equity, inclusion, recruiting, retention, career development and succession planning (in collaboration with the Governance & Sustainability Committee)

Enterprise Risk Management (ERM) program; reviews and receives briefings on priority issues that fall under ERM and ESG
Company culture (compliance related concerns, workplace behavior, harassment and retaliation)

Compliance program
Ethics and integrity
Product quality and safety
Quality and compliance governance framework and risk management
Healthcare-related regulatory and compliance risks in connection with the development, manufacture and marketing of products and risk mitigation efforts
Culture and Diversity, Equity and Inclusion (DEI)
The Board also recognizes the critical importance and value of Pfizer’s colleagues and the need to build and sustain a culture where colleagues of diverse backgrounds, abilities and experiences contribute their unique viewpoints and perspectives to all aspects of the business. Management establishes and reinforces the company’s culture, which the Board and its Committees oversee. Pfizer’s commitment to DEI is a choice we make, both mindfully and actively. We support our Equity value by listening, learning, and adapting to better support our colleagues and the communities where we live and serve. We believe that every person deserves to be seen, heard and cared for, which happens when we are inclusive and act with integrity. Our leaders set the tone for the company, embracing accountability and transparency, promoting an inclusive culture and supporting a speak-up culture in which colleagues are encouraged to share views and raise concerns without fear of retaliation. Pfizer's 2022 ESG Report, which is informed by several globally recognized frameworks including the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force on Climate-Related Financial Disclosure (TCFD), includes further details on our DEI goals and progress. In addition, our consolidated EEO-1 Reports are available on our website. Please see https://www.pfizer.com/about/responsibility/diversity-and-inclusion. These documents are not a part of our proxy solicitation materials.
2023 Proxy Statement Pfizer
3


Item 1
Election of Directors
All twelve members of our Board are standing for re-election. In an uncontested Director election, the number of votes cast “for” a Director nominee must exceed the number of votes cast “against” that nominee. Our Corporate Governance Principles contain detailed procedures to be followed in the event that one or more Directors do not receive a majority of the votes cast “for” his or her election at the Annual Meeting. Each nominee elected as a Director will continue in office until our next Annual Meeting and until his or her successor has been duly elected and qualified, or until a Director’s earlier death, resignation, removal or retirement. While we expect each nominee to be able to serve if elected, if any nominee is not able to serve, the persons appointed by the Board and named as proxies in the proxy materials or, if applicable, their substitutes (the Proxy Committee), may vote their proxies for substitute nominees, unless the Board chooses to reduce the number of Directors.
Criteria for Board Membership
GENERAL CRITERIA
Proven integrity and independence, with a record of substantial achievement in an area of relevance to Pfizer
Ability and sufficient time, energy and attention to make a meaningful contribution to the Board’s advising, counseling and oversight roles
Prior or current leadership experience with major complex organizations, including within the scientific, government service, educational, finance, marketing, technology or not-for-profit sectors, with some members of the Board being widely recognized as leaders in the fields of medicine or biological sciences
Commitment to enhancing Pfizer’s long-term growth
Broad experience, diverse perspectives, and the ability to exercise sound judgment, and a judicious and critical temperament that will enable objective appraisal of management’s plans and programs
Diversity with respect to gender, age, race, ethnicity, background, professional experience and perspectives
The Board and each Committee conduct annual evaluations to help ensure that each of its members individually, and the Board as a whole, continue to meet the criteria for Board membership. Based on these activities and their review of the current composition of the Board, the Governance & Sustainability Committee and the Board determined that the criteria for Board membership have been satisfied.
Selection of Candidates
DIRECTOR SKILLS CONSIDERATIONS AND COMMITMENT TO DIVERSITY
In recruiting and selecting Director candidates, the Governance & Sustainability Committee considers the size of the Board and those skills outlined in our skills matrix. This matrix guides the Committee in determining whether a particular Board member or candidate possesses one or more of the requisite skills, as well as whether those skills and/or other attributes qualify him or her for service on a particular committee. The Committee also considers a range of additional factors, including other positions the Director or candidate holds; other boards on which he or she serves; the results of the Board and Committee evaluations; each Director’s and candidate’s projected retirement date; each Director’s and candidate's demonstrated ability and sufficient time, energy and attention to make a meaningful contribution; their independence; and the company’s current and future business needs.
Pursuant to its charter, the Governance & Sustainability Committee of the Board is responsible for considering a diverse pool of candidates to fill positions on the Board; however, the company does not have a formal policy on Board diversity. Pfizer’s Corporate Governance Principles provide that Directors should be selected so that the Board maintains its diverse composition, with diversity reflecting gender, age, race, ethnicity, background, professional experience and perspectives.
4
Pfizer 2023 Proxy Statement

Item 1 — Election of Directors
PROCESS FOR SELECTING DIRECTOR NOMINEES
Consistent with the objective of maintaining the Board’s diverse composition, during 2022, the Governance & Sustainability Committee conducted a needs assessment, identified and reviewed Director candidates and followed the robust process below to review potential nominees. The Board did not elect any new Directors during 2022.
1234
Needs
Assessment
Candidate
Identification
ScreeningNomination
and Onboarding
Define skills & diversity criteria based on:
Gaps to fill due to Board turnover/succession planning
Current and future business needs
Results of Board evaluation
Management team priorities.
Identify candidates through:
Board member recommendations
Executive Leadership Team (ELT) recommendations
Search agencies and recruiters
Shareholders
Other sources.
Review of qualifications:
Skills matrix
Integrity and independence requirements
Past experience and perspectives
Other positions the candidate holds or has held
Diversity.
Committee members and, as appropriate, other Board members and management interview most qualified candidates.
Select Director nominees best suited to serve the interests of the company and its shareholders. Following election, all new independent Directors undergo a comprehensive onboarding process, which includes:
meetings with members of the ELT and other senior leaders; and
an in-depth review of a broad set of materials that provide information on the company and Board-related matters.
Director Independence
Our Board of Directors has adopted Director Qualification Standards (Standards) to evaluate and determine Director independence. Our Standards meet, and in some respects exceed, the independence requirements of the New York Stock Exchange (NYSE). To qualify as independent under our Standards, a non-employee Director must have no material relationship with Pfizer other than as a Director. The Standards include additional strict guidelines for Directors and their immediate families and can be found on our website at https://investors.pfizer.com/Investors/Corporate-Governance/The-Pfizer-Board-Policies/default.aspx.
Under our Standards, certain relationships and transactions are not considered to be material transactions that would impair a Director’s independence, including the following:
the Director is an employee, or an immediate family member of the Director is an executive officer, of another company that does business with Pfizer, and our annual sales to, or purchases from, the other company in each of the last three fiscal years amounted to less than 1% of the annual revenues of the other company;
the Director, or an immediate family member of the Director, is an executive officer of another company, and our indebtedness to the other company or its indebtedness to Pfizer amounts to less than 1% of the total consolidated assets of the other company; and
contributions to not-for-profit entities in which a Director, or a Director’s spouse, serves as an executive officer, which amount to less than 2% of that organization’s latest publicly available total revenues (or $1 million, whichever is greater).

2023 Proxy Statement Pfizer
5

Item 1 — Election of Directors
Drs. Desmond-Hellmann, Hobbs, Hockfield and Littman, and Mr. Echevarria, are employed at medical, scientific or academic institutions with which Pfizer engages in ordinary-course business transactions. Mr. Narayen is the chief executive officer of Adobe Inc., a company with which Pfizer engages in ordinary-course business transactions. Dr. Gottlieb is a Resident Fellow of the American Enterprise Institute (AEI). In 2022, Pfizer made a payment to AEI related to a corporate sponsorship. We reviewed our transactions with and payments to each of these entities and found that these transactions/payments were made in the ordinary-course of business and were below the levels set forth in our Standards.
Independence Assessment. Together with Pfizer’s legal counsel, the Governance & Sustainability Committee reviewed the applicable legal and NYSE standards for Board and Committee member independence, as well as our Standards. A summary of the answers to annual questionnaires completed by each of the Directors and a report of transactions with Director-affiliated entities were also made available to the Committee. On the basis of these reviews, the Committee delivered a report to the full Board of Directors, and the Board made its independence determinations based upon the Committee’s report and the supporting information.
The Board has determined that all of our current Directors (other than Dr. Albert Bourla) are independent of the company and its management and meet Pfizer’s criteria for independence. The independent Directors are Drs. Susan Desmond-Hellmann, Scott Gottlieb, Helen H. Hobbs, Susan Hockfield and Dan R. Littman; Ms. Suzanne Nora Johnson; and Messrs. Ronald E. Blaylock, Joseph J. Echevarria, Shantanu Narayen, James Quincey and James C. Smith.
Our 2023 Director Nominees
The Governance & Sustainability Committee and the Board believe that each nominee for Director brings a strong and unique set of perspectives, experiences and skills to Pfizer that creates an effective and well-functioning Board.
NameAgeIndependentDirector SinceAuditCompensation
Governance &
Sustainability
Regulatory and
Compliance
Science and
Technology
Other Public Boards
Ronald E. Blaylock63ü2017
l
l2
Albert Bourla, DVM, Ph.D.
Chairman and CEO
612018
Susan Desmond-
Hellmann, M.D., M.P.H.
65ü2020ll
Joseph J. Echevarria*65ü2015lChair3*
Scott Gottlieb, M.D.50ü2019Chairl1
Helen H. Hobbs, M.D.
70ü2011llChair
Susan Hockfield, Ph.D.
72ü2020ll
Dan R. Littman, M.D., Ph.D.
70ü2018lll
Shantanu Narayen
Lead Independent Director
59ü20131
Suzanne Nora Johnson
65ü2007Chairl1
James Quincey58ü2020l1
James C. Smith
63ü2014lChair
*    Mr. Echevarria has informed Pfizer that he will not be standing for re-election at the Xerox Holdings Corporation’s Annual Meeting of Shareholders to be held on May 25, 2023.
6
Pfizer 2023 Proxy Statement

Item 1 — Election of Directors
DIRECTOR KEY SKILLS, EXPERIENCE AND DIVERSITY
BlaylockBourlaDesmond-HellmannEchevarriaGottlieb
Hobbs
Hockfield
Littman
NarayenNora JohnsonQuinceySmith
Diversity Attributes
Gender ExpressionMaleMaleFemaleMaleMaleFemaleFemaleMaleMaleFemaleMaleMale
Race/EthnicityBlackWhiteWhiteLatinoWhiteWhiteWhiteWhiteAsianWhiteWhiteWhite
GENDER DIVERSITYETHNIC DIVERSITYBOARD TENURE
pfe-20230315_g10.jpg
pfe-20230315_g11.jpg
pfe-20230315_g12.jpg
Business Leadership & Operations9
International Business6
Medicine & Science6
Healthcare & Pharma6
Finance & Accounting6
Risk Management4
Academia4
Human Capital Management4
Government & Public Policy3
Technology3
pfe-20230315_g13.gif
Your Board of Directors recommends a vote “FOR” the election of each of these nominees as Director.
2023 Proxy Statement Pfizer
7

Item 1 — Election of Directors
Director Nominees
pfe-20230315_g14.jpg
Ronald E. Blaylock
KEY SKILLS & EXPERIENCE
Business Leadership & Operations/Risk Management:
Mr. Blaylock’s extensive experience in private equity and investment banking brings business leadership, financial expertise and risk management skills to the Board. In addition, Mr. Blaylock’s service on the compensation committees of other public companies enables him to bring valuable insights to Pfizer’s Board and Compensation Committee.
Finance & Accounting:
Mr. Blaylock’s significant financial background, including as the founder and managing partner of GenNx360 Capital Partners and the founder of Blaylock & Company, brings substantial financial expertise and a unique perspective to the Board on issues of importance relating to finance.
BACKGROUND
Founder, Managing Partner of GenNx360 Capital Partners, a private equity firm focused on investing in industrial and business services companies in the U.S. middle market since 2006. Prior to launching GenNx360 Capital Partners, Mr. Blaylock founded and managed Blaylock & Company, an investment banking firm. He also held senior management positions at UBS, PaineWebber Group and Citicorp.
Director of CarMax, Inc. and W.R. Berkley Corporation, an insurance holding company. Former Director of Advantage Solutions Inc. (from 2019 to 2022) and Urban One, Inc. (from 2002 until 2019). Member of the Board of Trustees of Carnegie Hall. Member of the Board of Overseers of New York University Stern School of Business. Board Member of the Mental Health Coalition.
Age: 63
Director Since: 2017
Board Committees:
Audit and Compensation
Key Skills:
Business Leadership & Operations
Finance & Accounting
Risk Management
Other Current Public Boards: CarMax, Inc. and W.R. Berkley Corporation
pfe-20230315_g2.jpg
Albert Bourla, DVM, Ph.D.
KEY SKILLS & EXPERIENCE
Business Leadership & Operations/Human Capital Management/International Business/Healthcare & Pharma:
Dr. Bourla has over 25 years of leadership experience and a demonstrated track record for delivering strong business results. Dr. Bourla has deep knowledge of the global healthcare industry as he has held a number of senior global positions across a range of businesses in five different countries (including eight different cities) over the course of his career, which enables him to provide important insights and perspectives to our Board on the company’s commercial, strategic, manufacturing and global product development functions. As Chairman and CEO, Dr. Bourla provides an essential link between management and the Board regarding management’s business perspectives. In addition, his experience on the Board of Pharmaceutical Research and Manufacturers of America (PhRMA) enables him to bring a broad perspective on issues facing our industry.
Medicine & Science:
Dr. Bourla brings expertise in medicine and science to the Board through his distinguished career at Pfizer. Since joining Pfizer in 1993, Dr. Bourla has served in various leadership positions with increasing responsibility within Pfizer’s former Animal Health and global commercial organizations. In addition, he is a Doctor of Veterinary Medicine and holds a Ph.D. in the Biotechnology of Reproduction from the Veterinary School of Aristotle University.
BACKGROUND
Chairman of the Board of Pfizer since January 2020; Chief Executive Officer of Pfizer since January 2019; Chief Operating Officer of Pfizer from January 2018 until December 2018; Group President, Pfizer Innovative Health from June 2016 until December 2017; Group President, Global Innovative Pharma Business of Pfizer from February 2016 until June 2016 (responsible for Vaccines, Oncology and Consumer Healthcare since 2014). President and General Manager of Established Products Business Unit of Pfizer from 2010 until 2013.
Board member of PhRMA and of The Pfizer Foundation, which promotes access to quality healthcare. Co-Chair of the Board of Directors of the Partnership for New York City and Member of the Board of Catalyst.
Chairman and CEO
Age: 61
Director Since: 2018
Key Skills:
Business Leadership & Operations
Healthcare & Pharma
International Business
Medicine & Science
Human Capital Management
Other Current Public Boards: None
8
Pfizer 2023 Proxy Statement

Item 1 — Election of Directors
pfe-20230315_g15.jpg
Susan Desmond-Hellmann, M.D., M.P.H.
KEY SKILLS & EXPERIENCE
Business Leadership & Operations:
Dr. Desmond-Hellmann brings strong leadership, expertise in business operations and global perspectives to the Board through her experiences as former Chief Executive Officer of the Bill & Melinda Gates Foundation, where she oversaw the creation of the Gates Medical Research Institute (GMRI), as former President of Product Development at Genentech and as Chancellor of the University of California, San Francisco (UCSF).
Medicine & Science/Healthcare & Pharma/Academia:
Dr. Desmond-Hellmann’s background reflects significant achievements in medicine, healthcare and academia. She brings expertise in medicine and science from her leadership roles in product development and clinical cancer research. Through her experiences at a biotechnology company and at a pharmaceutical institute, she brings healthcare and pharma industry expertise. In addition, she has significant achievements in academia through her service as a distinguished professor at UCSF. Pfizer and the Board benefit from her depth of experience and expertise in medicine, healthcare and academia.
Technology:
Dr. Desmond-Hellmann brings an expertise in technology and innovation from her previous experiences at Genentech and as a director on other public company boards, including Facebook Inc. (now Meta).
BACKGROUND
Board Member of National Resilience, Inc. and Stand Up To Cancer. Senior Advisor at GMRI from 2020 until 2021. Served as the Chief Executive Officer of the Bill & Melinda Gates Foundation, a private foundation committed to enhancing global healthcare, reducing extreme poverty and expanding educational opportunities, from 2014 until her retirement in 2020. Prior to joining the Bill & Melinda Gates Foundation, she served as the first female, and ninth overall, Chancellor of UCSF from 2009 to 2014. Dr. Desmond-Hellmann remains an Adjunct Professor at UCSF. Member of the President’s Council of Advisors on Science and Technology. From 1995 through 2009, Dr. Desmond-Hellmann was employed at Genentech where she served as President of Product Development from 2005 to 2009, overseeing pre-clinical and clinical development, business development and product portfolio management. Prior to joining Genentech, she was Associate Director, Clinical Cancer Research at Bristol-Myers Squibb Pharmaceutical Research Institute. Director of Facebook Inc. from 2013 to 2019. Director of Procter & Gamble from 2010 to 2017.
Age: 65
Director Since: 2020
Board Committees:
Governance & Sustainability and Science and Technology
Key Skills
Business Leadership & Operations
Healthcare & Pharma
Medicine & Science
Academia
Technology
Other Current Public Boards: None
pfe-20230315_g16.jpg
Joseph J. Echevarria
KEY SKILLS & EXPERIENCE
Business Leadership & Operations/International Business/Risk Management:
Mr. Echevarria’s 36-year career at Deloitte brings financial expertise and international business, leadership and operational and risk management skills to the Board.
Finance & Accounting:
Mr. Echevarria’s financial acumen, including his significant audit experience, expertise in accounting issues and service on the audit committees of other public companies, is an asset to Pfizer’s Board and Audit Committee.
Government & Public Policy:
Pfizer also benefits from Mr. Echevarria’s breadth and diversity of experience, which includes his former public service on the President’s Export Council.
BACKGROUND
Served as the CEO of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in 2014. During his 36-year tenure with Deloitte, served in various leadership roles, including Deputy Managing Partner, Southeast Region, Audit Managing Partner and U.S. Managing Partner and Chief Operating Officer.
Since 2022, Mr. Echevarria has served as CEO of the University of Miami (UM), and served as Trustee of UM since 2011. Serves as Chair Emeritus of former President Obama’s My Brother’s Keeper Alliance and as an advisor to the Obama Foundation. Chairman of the Board of The Bank of New York Mellon Corporation. Director of Unum Group, a provider of financial protection benefits, and Director of Xerox Holdings Corporation*. Former Member of the President’s Export Council and former member of the Presidential Commission on Election Administration.
* Mr. Echevarria has informed Pfizer that he will not be standing for re-election at the Xerox Holdings Corporation’s Annual Meeting of Shareholders to be held on May 25, 2023.
Age: 65
Director Since: 2015
Board Committees: Audit and Governance & Sustainability (Chair)
Key Skills:
Business Leadership & Operations
Finance & Accounting
International Business
Risk Management
Government & Public Policy
Other Current Public Boards: The Bank of New York Mellon Corporation, Unum Group and Xerox Holdings Corporation*
2023 Proxy Statement Pfizer
9

Item 1 — Election of Directors
pfe-20230315_g17.jpg
Scott Gottlieb, M.D.
KEY SKILLS & EXPERIENCE
Government & Public Policy/Medicine & Science/Healthcare & Pharma:
Dr. Gottlieb brings significant expertise in health care, public policy and the biopharmaceutical industry to Pfizer's Board and the Regulatory and Compliance and Science and Technology Committees. Through his work as a physician and his tenure at the U.S. Food and Drug Administration (FDA), Dr. Gottlieb has demonstrated an understanding of patient needs, the public policy environment and the rapidly changing dynamics of biopharmaceutical research and development.
BACKGROUND
Partner, New Enterprise Associates, Inc.’s Healthcare Investment Team and Resident Fellow of the American Enterprise Institute since 2019. Served as the 23rd Commissioner of the FDA from 2017 to 2019. Prior to serving as Commissioner of the FDA, Dr. Gottlieb held several roles in the public and private sectors, including serving as a Venture Partner to New Enterprise Associates, Inc. from 2007 to 2017.
Director of Illumina, Inc. Director of Aetion, Inc. a private healthcare data technology company, and Tempus, a private technology company. Board Member of National Resilience, Inc. Scientific Advisory Board Member of CellCarta. Member of the National Academy of Medicine and a contributor to the financial news network CNBC.
Age: 50
Director Since: 2019
Board Committees:
Regulatory and Compliance (Chair) and Science and Technology
Key Skills:
Healthcare & Pharma
Medicine & Science
Government & Public Policy
Other Current Public Boards: Illumina, Inc.

pfe-20230315_g18.jpg
Helen H. Hobbs, M.D.
KEY SKILLS & EXPERIENCE
Academia/Medicine & Science/Healthcare & Pharma:
Dr. Hobbs’ background reflects significant achievements in academia and medicine. She has served as a faculty member at the University of Texas Southwestern Medical Center for more than 30 years and is a leading geneticist in liver and heart disease, areas in which Pfizer has significant investments and experience. Pfizer benefits from her experience, expertise, achievements and recognition in both medicine and science.
BACKGROUND
Investigator, Howard Hughes Medical Institute since 2002, Professor of Internal Medicine and Molecular Genetics and Director of the McDermott Center for Human Growth and Development at the University of Texas Southwestern Medical Center. Board Member of Atavistik Bio. Scientific Advisor of the Column Group and Colossal Biosciences. Member of the American Society for Clinical Investigation and the Association of American Physicians. Elected to the National Academy of Medicine in 2004, the American Academy of Arts and Sciences in 2006, and the National Academy of Sciences in 2007. In 2012, received the inaugural International Society of Atherosclerosis Prize. Received the Pearl Meister Greengard Award (2015) and the Breakthrough Prize in Life Sciences (2015); the Passano Award (2016); the Harrington Prize for Innovation in Medicine (2018); the Lefoulon-Delalande Grand Prize in Science (2018); the Gerald D. Aurbach Award for Outstanding Translational Research (2019); and the Anitschkow Prize (2019).
Age: 70
Director Since: 2011
Board Committees:
Governance & Sustainability, Regulatory and Compliance, and Science and Technology (Chair)
Key Skills:
Healthcare & Pharma
Medicine & Science
Academia
Other Current Public Boards: None
10
Pfizer 2023 Proxy Statement

Item 1 — Election of Directors
pfe-20230315_g19.jpg
Susan Hockfield, Ph.D.
KEY SKILLS & EXPERIENCE
Academia/Business Leadership & Operations/Medicine & Science:
Dr. Hockfield has strong leadership skills, having served as the first woman and first life scientist President of the Massachusetts Institute of Technology (MIT) from 2004 to 2012 and as Dean of the Graduate School of Arts and Sciences from 1998 to 2002 and Provost from 2003 to 2004 at Yale University. Her background also reflects significant achievements in academia and science as she has served as a professor of Neuroscience at the Yale University School of Medicine (1985-2004) and MIT (2004-present). Pfizer benefits from her experience, expertise, achievements and recognition in both medicine and science.
Government & Public Policy:
Pfizer also benefits from Dr. Hockfield’s breadth and depth of experience in the public policy space, which includes her public service as Science Envoy with the U.S. Department of State, co-chair of the Advanced Manufacturing Partnership, as a member of a Congressional Commission evaluating the Department of Energy laboratories, and as President and Chair of the American Association for the Advancement of Science.
BACKGROUND
Professor of Neuroscience and President Emerita at MIT. Served as MIT’s sixteenth president from 2004 to 2012. Member, Koch Institute for Integrative Cancer Research at MIT. Prior to joining MIT, she was the William Edward Gilbert Professor of Neurobiology, Dean of the Graduate School of Arts and Sciences from 1998 to 2002 and Provost from 2003 to 2004 at Yale University. Board Member of Repertoire Immune Medicines, Cajal Neuroscience and Break Through Cancer.
Served as Science Envoy with the U.S. Department of State and as a member of a Congressional Commission evaluating the Department of Energy laboratories. Founding co-chair of the Advanced Manufacturing Partnership. Fellow of the American Association for the Advancement of Science. Member of the American Academy of Arts and Sciences and the Society for Neuroscience.
Recipient of the Charles L. Branch BrainHealth Award, Charles Judson Herrick Award from the American Association of Anatomists, the Wilbur Lucius Cross Award from Yale University, the Meliora Citation from the University of Rochester, the Golden Plate Award from the Academy of Achievement, the Amelia Earhart Award from the Women’s Union, the Edison Achievement Award, the Pinnacle Award for Lifetime Achievement from the Greater Boston Chamber of Commerce and the Geoffrey Beene Builders of Science Award from Research!America. She previously served as a Director of General Electric Company from 2006 until 2018 and of Qualcomm Incorporated from 2012 until 2016.
Age: 72
Director Since: 2020
Board Committees:
Regulatory and Compliance and Science and Technology
Key Skills:
Business Leadership & Operations
Medicine & Science
Academia
Government & Public Policy
Other Current Public Boards: None
pfe-20230315_g20.jpg
Dan R. Littman, M.D., Ph.D.
KEY SKILLS & EXPERIENCE
Medicine & Science/Healthcare & Pharma/Academia:
Dr. Littman’s background reflects significant achievements in medicine, healthcare and academia. He has served as a faculty member at the NYU Langone Medical Center for more than 25 years and is a renowned immunologist and molecular biologist. Pfizer benefits from his experience, expertise, achievements and recognition in both medicine and science. In addition, his experiences as a member of the National Academy of the Sciences and the National Academy of Medicine enable him to bring a broad perspective of the scientific and medical community to the Board.
BACKGROUND
Helen L. and Martin S. Kimmel Professor of Molecular Immunology, Department of Pathology at NYU Grossman School of Medicine. Professor, Department of Microbiology at NYU Grossman School of Medicine since 1995 and Investigator, Howard Hughes Medical Institute, since 1987. Professor of Microbiology and Immunology at the University of California, San Francisco from 1985 to 1995. Member of the National Academy of the Sciences and the National Academy of Medicine. Fellow of the American Academy of Arts and Sciences and the American Academy of Microbiology. Founding Scientific Advisory Board Member of Vedanta Biosciences and Scientific co-founder and Advisory Board Member of Immunai, Inc. Member of Scientific Advisory Boards at the Cancer Research Institute, the Broad Institute, IMIDomics, Scleroderma Research Foundation, Whitehead Institute of MIT Board of Advising Scientists and the Ragon Institute of MGH, MIT and Harvard. Member of the Scientific Steering Committee of Parker Institute of Cancer Immunotherapy. Awarded the New York City Mayor’s Award for Excellence in Science and Technology (2004), the Ross Prize in Molecular Medicine (2013) and the Vilcek Prize in Biomedical Science (2016).
Age: 70
Director Since: 2018
Board Committees:
Governance & Sustainability, Regulatory and Compliance and Science and Technology
Key Skills:
Healthcare & Pharma
Medicine & Science
Academia
Other Current Public Boards: None
2023 Proxy Statement Pfizer
11

Item 1 — Election of Directors
pfe-20230315_g4.jpg
Shantanu Narayen
KEY SKILLS & EXPERIENCE
Business Leadership & Operations/International Business/Finance & Accounting/Human Capital Management:
Mr. Narayen’s experience as Chairman and CEO of Adobe Inc. (Adobe) brings strong leadership and human capital management skills to the Board, and his past roles in worldwide product development provide valuable global operations experience. He also serves as a member and Vice Chairman of US-India Strategic Partnership Forum. Through his experiences as a director on another public board, he provides a broad perspective on issues facing public companies and governance matters.
Technology/Risk Management:
Pfizer benefits from Mr. Narayen’s extensive knowledge in technology, product innovation and leadership in the digital marketing category through his experience in the technology industry. In addition, his deep knowledge and understanding of business risks through his leadership at a global technology company provide further insight and perspective to the Board.
BACKGROUND
Chairman since 2017 and Chief Executive Officer since 2007 of Adobe, one of the largest and most diversified software companies in the world. President of Adobe until December 2021. Prior to his appointment as CEO, he held various leadership roles at Adobe, including President and Chief Operating Officer, Executive Vice President of Worldwide Products, and Senior Vice President of Worldwide Product Development.
Vice Chairman of US-India Strategic Partnership Forum. Consistently named one of the world’s best CEOs by Barron’s magazine and, in 2020, ranked as a Fortune “Businessperson of the Year.”
Age: 59
Lead Independent Director
Director Since: 2013
Key Skills:
Business Leadership & Operations
Finance & Accounting
International Business
Human Capital Management
Risk Management
Technology
Other Current Public Boards: Adobe Inc.
pfe-20230315_g21.jpg
Suzanne Nora Johnson
KEY SKILLS & EXPERIENCE
Business Leadership & Operations/Risk Management/International Business:
Ms. Nora Johnson’s careers in law and investment banking, including serving in various leadership roles at Goldman Sachs Group, Inc. (Goldman Sachs), provide valuable business experience and critical insights into the roles of the law and finance when evaluating strategic transactions.
Finance & Accounting:
Ms. Nora Johnson also brings financial expertise to the Board, providing an understanding of financial statements, corporate finance, accounting, capital markets and risk management.
Healthcare & Pharma:
Ms. Nora Johnson’s extensive knowledge of healthcare through her role in healthcare investment banking and investing, as well as her involvement with not-for-profit organizations, such as in scientific research (The Carnegie Institution) and healthcare policy (The Brookings Institution) provide touchstones of public opinion and exposure to diverse, global points of view.
BACKGROUND
Retired Vice Chairman, Goldman Sachs, since 2007. During her 21-year tenure with Goldman Sachs, she served in various leadership roles, including Chair of the Global Markets Institute, Head of Global Research, and Head of Global Health Care.
Board Chair of Intuit Inc. Co-Chair, Board of Trustees of The Brookings Institution; Member of the Board of Trustees of the Carnegie Institution of Washington and Chair of the Board of Trustees of the University of Southern California. Member of the American Academy of Arts and Sciences. Director of American International Group, Inc. from 2008 to 2020 and Visa, Inc. from 2007 to 2022.
Age: 65
Director Since: 2007
Board Committees:
Audit (Chair) and Regulatory and Compliance
Key Skills:
Business Leadership & Operations
Finance & Accounting
Healthcare & Pharma
International Business
Risk Management
Other Current Public Boards: Intuit Inc.
12
Pfizer 2023 Proxy Statement

Item 1 — Election of Directors
pfe-20230315_g22.jpg
James Quincey
KEY SKILLS & EXPERIENCE
Business Leadership & Operations/International Business/Finance & Accounting/Human Capital Management:
Mr. Quincey’s experience as Chairman and CEO of The Coca-Cola Company brings strong business and leadership and human capital management skills, including extensive experience in leading business operations in international markets, such as Latin America and Europe, to the Board. He also brings a high level of financial experience acquired through his various leadership positions at The Coca-Cola Company, managing complex financial transactions, mergers and acquisitions, business strategy and international operations.
Technology:
Mr. Quincey also brings expertise in information technology to Pfizer’s Board. In his leadership position at The Coca-Cola Company, he is responsible for the company’s information technology function.
BACKGROUND
Chairman and Chief Executive Officer of The Coca-Cola Company, a total beverage company with products sold in more than 200 countries and territories. He was appointed Chairman of the Board in 2019 and CEO in 2017. Prior to his appointment as CEO in 2017, he held various leadership roles at The Coca-Cola Company, including President and Chief Operating Officer from 2015 to 2017, President of the Europe Group, President of the Northwest Europe and Nordics business unit and President of the Mexico division. Director of US - China Business Council and Catalyst.
Age: 58
Director Since: 2020
Board Committees:
Compensation
Key Skills:
Business Leadership & Operations
Finance & Accounting
International Business
Human Capital Management
Technology
Other Current Public Boards: The Coca-Cola Company
pfe-20230315_g23.jpg
James C. Smith
KEY SKILLS & EXPERIENCE
Business Leadership & Operations/Finance & Accounting/Human Capital Management/International Business:
Through Mr. Smith’s experience as former President and CEO of Thomson Reuters Corporation (Thomson Reuters) he brings valuable leadership, finance, international business, and human capital management skills to our Board. Pfizer benefits from Mr. Smith’s organizational expertise and leadership experience, honed in numerous senior management roles and on notable merger and acquisition activities, including the acquisition and subsequent integration of two of the information industry’s preeminent firms, as well as his strong operational and international expertise. Mr. Smith’s previous experience running global Human Resources for the Thomson Corporation informs his strong advocacy for culture and talent development.
BACKGROUND
Chairman of the Thomson Reuters Foundation, a London-based charity supported by Thomson Reuters. President and Chief Executive Officer of Thomson Reuters, a provider of intelligent information for businesses and professionals from 2012 through March 2020, its Chief Operating Officer from September 2011 to December 2011, and Chief Executive Officer, Thomson Reuters Professional Division, from 2008 to 2011. Prior to the acquisition of Reuters Group PLC by The Thomson Corporation in 2008, served as Chief Operating Officer of Thomson Corporation and as President and Chief Executive Officer of Thomson Learning’s Academic and Reference Group. Director of Refinitiv, a privately-held global provider of financial market data and infrastructure until its acquisition by the London Stock Exchange Group in January 2021. Member of the Board of Governors of Marshall University. Member of the Board of Trustees of the Brookings Institution. Director of Thomson Reuters from 2012 until 2020.
Age: 63
Director Since: 2014
Board Committees: Audit and Compensation (Chair)
Key Skills:
Business Leadership & Operations
Finance & Accounting
International Business
Human Capital Management
Other Current Public Boards: None

2023 Proxy Statement Pfizer
13


Governance
Overview
We are committed to maintaining and enhancing our history of excellence in governance, which promotes our shareholders’ long-term interests, strengthens Board and management accountability, and improves our standing as a trusted corporate citizen.
GOVERNANCE MATERIALS AVAILABLE ON OUR WEBSITE
Our corporate governance policies and procedures are reviewed at least annually by the Governance & Sustainability Committee and the full Board and are updated periodically in response to changing regulatory requirements, evolving practices and trends, issues raised by our shareholders and other stakeholders, and otherwise as circumstances warrant. You can view our Corporate Governance Principles, policies and other corporate governance materials on our website at https://investors.pfizer.com/Investors/Corporate-Governance/The-Pfizer-Board-Policies/default.aspx and https://www.pfizer.com/about/responsibility/compliance/code-of-conduct. Website references and their hyperlinks have been provided throughout this Proxy Statement for convenience only. The content on any referenced websites is not a part of our proxy solicitation materials.
BOARD LEADERSHIP STRUCTURE
Given the dynamic and competitive environment in which we operate, the Board believes that its optimal leadership structure may vary as circumstances warrant. Our Corporate Governance Principles provide the Board with flexibility to determine its optimal model for independent Board leadership at any given time. The Board does not view any particular board leadership structure as preferred. The independent Directors evaluate the Board’s leadership structure at least annually. During its review, the Governance & Sustainability Committee considers the company’s current operating environment, peers’ Board leadership structures, best practices and investor feedback. When and if the positions of Chairman and CEO are combined, or the Chairman is not an independent Board member, the independent Directors will elect a strong Lead Independent Director with a clearly defined role and responsibilities. Please see the Charter of the Lead Independent Director available at https://investors.pfizer.com/Investors/Corporate-Governance/The-Pfizer-Board-Policies/default.aspx.
2022 ANNUAL REVIEW OF LEADERSHIP STRUCTURE
In December 2022, following a thorough review by the Governance & Sustainability Committee, the independent Directors evaluated the Board’s leadership structure and considered the factors described above. The Committee, along with the other independent Directors, determined that continuing to combine the roles of Chairman and CEO would be in the best interests of the company and its shareholders. The company can more effectively execute its strategies with a Chair that has deep scientific and industry expertise, along with extensive company knowledge. The combined role, coupled with the strong Lead Independent Director, has enabled the Board to be responsive to challenges and opportunities as they continue to arise. This structure served the Board and Pfizer well in 2022. Dr. Bourla’s 25-plus years of solid leadership and business acumen proved to be especially beneficial during Pfizer’s evolution into a more focused, science-driven global biopharmaceutical company, well-positioned to lead as a scientific powerhouse, and deliver meaningful value to patients around the world. Under his leadership, Pfizer delivered very strong results during 2022 and is well-positioned for future potential long-term growth.
The independent Directors also re-elected Mr. Shantanu Narayen as Lead Independent Director. During Mr. Narayen’s ten years as a Director and five years as Lead Independent Director, he has consistently demonstrated strong leadership skills and risk oversight abilities in addition to deep expertise in technology and product innovation. His skills, global leadership experience, and commitment to the Board make him well-qualified to continue to serve in this role. Accordingly, the independent Directors remain confident in Mr. Narayen’s abilities to continue as Lead Independent Director.
OUR BOARD LEADERSHIP STRUCTURE IS FURTHER STRENGTHENED BY:
the strong, independent oversight exercised by our Board, composed entirely of independent Directors other than Dr. Bourla, and its key Committees;
the independent leadership provided by Pfizer’s Lead Independent Director, who has robust, well-defined responsibilities under a Board-approved charter; and
Board and Committee processes and procedures that provide substantial independent oversight of our CEO’s performance, including regular executive sessions of the independent Directors (which take place at every Board meeting and are led by our Lead Independent Director), an annual evaluation of our CEO’s performance against predetermined goals, as well as an assessment of the CEO’s interactions with the Board in his role as Chairman.
14
Pfizer 2023 Proxy Statement

Governance
THE BOARD’S ROLE IN RISK OVERSIGHT
The Board believes that its leadership structure and the Enterprise Risk Management (ERM) program support the effective risk oversight function of the Board. Management is responsible for assessing and managing risk, including through the ERM program, subject to oversight by the Board. The ERM program provides a framework for risk identification and management. Each risk is prioritized and assigned to a member or members, as appropriate, of our Executive Leadership Team (ELT), the company's senior-most leadership and decision-making management body.
THE BOARD
The Board considers significant enterprise risk topics, including, among others: risks associated with our strategic plan, our capital structure, our R&D and business development activities, drug pricing, manufacturing and supply, access and reimbursement, our response to COVID-19, cybersecurity, our ESG program, culture and human capital management. In addition, it receives regular reports from members of our ELT that include discussions of the risks involved in their respective areas of responsibility. The Board is routinely informed of developments that could affect our risk profile or other aspects of our business.
The Board is kept informed of its Committees’ risk oversight and other activities through reports by the Committee Chairs to the full Board. These reports are presented at every regular Board meeting.
AUDIT COMMITTEE
The Audit Committee has primary responsibility for overseeing Pfizer’s ERM program. Pfizer’s Chief Internal Auditor, who reports to the Committee, facilitates the ERM program in coordination with the Legal Division and Compliance Division and helps ensure that ERM is integrated into our strategic and operating planning process.
The Committee meets throughout the year, with agendas that include discussions of individual risk areas, including areas posing potential reputational risk to Pfizer, as well as an annual summary of the ERM program. As part of the ERM discussions, the Committee reviews and receives information and briefings concerning risks to Pfizer associated with drug pricing, access and reimbursement.
The Committee also oversees the company’s information security (including cybersecurity) and technology risk management programs, which are fully integrated into the overall ERM program. The Committee receives regular briefings concerning Pfizer’s information security and technology risks and risk management practices, which are led by Pfizer’s Chief Information Security Officer.
REGULATORY AND COMPLIANCE COMMITTEE
The Regulatory and Compliance Committee is responsible for reviewing and overseeing Pfizer’s ethics & compliance program, including evaluating its effectiveness. The Committee reviews and receives information and briefings about current and emerging compliance and quality risks and regulatory, enforcement and other external factors that may affect our business operations, risk management, performance, or strategy, as we innovate to deliver on our purpose and advance public health.
The Committee’s primary responsibilities include overseeing Pfizer’s healthcare law compliance and quality risk management, its culture of integrity and the status of compliance with applicable laws, regulations and internal procedures.

Periodically, the Regulatory and Compliance Committee and the Audit Committee hold joint sessions to discuss risks relevant to both Committees’ areas of risk oversight, including an annual discussion of the ERM program.
OTHER BOARD COMMITTEES
The Board’s other Committees oversee risks associated with their respective areas of responsibility.
For example:
The Compensation Committee considers the risks associated with our compensation policies and practices for both executive compensation and compensation generally.
The Governance & Sustainability Committee considers risks relating to the company’s:
ESG strategy and reporting;
human capital management;
lobbying priorities and activities;
political spending; and
potential reputational risk factors.
The Science and Technology Committee evaluates the soundness/risks associated with our technologies.
2023 Proxy Statement Pfizer
15

Governance
THE BOARD’S ROLE IN SUCCESSION PLANNING
Management Succession Planning
Succession planning for Pfizer’s senior management positions helps ensure continuity of leadership and is critical to the company’s success. The Board is responsible for succession planning for the CEO and certain other senior management positions, and discusses succession planning regularly in executive sessions. To assist the Board, the CEO annually provides the Board with an assessment of potential successors to the CEO role, as well as to certain senior management positions. When appropriate, the Board will meet with these individuals.
In addition, the Governance & Sustainability Committee reviews the succession plans relating to positions held by elected corporate officers with the CEO and will make recommendations to the Board with respect to potential successors to fill these roles, as appropriate.
Board Succession Planning
The Governance & Sustainability Committee focuses on Board succession planning on a continuous basis and considers the size of the Board, our skills matrix and upcoming retirements. In performing this function, it recruits and recommends nominees for election as Directors. The goal is to achieve a Board that provides effective oversight of the company with appropriate diversity of gender, age, race, ethnicity, background, professional experience and perspectives. The Board does not believe in automatic annual re-nomination.
The Board’s self-evaluation process, retirement policy and term limit are important determinants for continuing service and ensuring ongoing refreshment. Non-employee Directors will not be nominated for election to the Board after their 73rd birthday, except in the case of a non-employee Director who has not yet attained 15 years of service. In such case, the Director will have a term limit of up to 15 years, subject to the Governance & Sustainability Committee’s review and annual evaluation of all Director nominees, so the Board can fully benefit from the depth of experience from Directors who may join the Board closer to their 73rd birthday. This policy also helps ensure continuity of Directors who possess key skills and expertise that are critical to the Board’s oversight of the company. On the recommendation of the Governance & Sustainability Committee, the Board may waive either requirement as to any Director if it deems a waiver to be in the best interests of the company.
16
Pfizer 2023 Proxy Statement

Governance
EVALUATION OF BOARD EFFECTIVENESS
The Board is committed to continuous improvement and utilizes annual evaluations to evaluate performance and improve effectiveness.
2022 Evaluation Process
FEBRUARY
Board & Committee Evaluation
The Governance & Sustainability Committee initiates, conducts and oversees the process, which consists of each Director’s evaluation of the Board as a whole, and an evaluation of each Committee by its members.
The Committee also assesses other factors, including:
Director independence and qualifications to serve on various Committees; and
Committee Chair assignments and membership rotations.
à
APRIL (BOARD) AND JUNE (COMMITTEES)
Presentation of Evaluation Results
In April, the results of the full Board evaluation are presented by the Chair of the Governance & Sustainability Committee, and discussed in executive session at a subsequent Board meeting.
In June, the results of each Committee evaluation are presented and discussed at subsequent Committee meetings for the relevant Committee.
á
â
DECEMBER
Evaluation of Existing Process
The Governance & Sustainability Committee reviews the effectiveness of the overall evaluation process and considers whether to:
modify the questionnaire;
incorporate individual Director evaluations into the process; or
conduct the evaluation through an external third-party provider.
After reviewing and discussing the comprehensive feedback provided by the Board and Committees’ self-evaluations, the Governance & Sustainability Committee determined it would enhance the Board and Committee evaluation process in 2023 by using a third-party provider to conduct the Board and Committee evaluations in 2023.
ß
JUNE – DECEMBER
Follow-up
The Board and Committees discuss topics requiring additional consideration to be addressed at future Board and Committee meetings.
Board and Committee Information
During 2022, the Board of Directors met seven times. Each of our Directors attended 75% or more of the total meetings of the Board and the Committees on which he or she served. In accordance with our Corporate Governance Principles, all Directors attended our 2022 Annual Meeting.
COMMITTEE REFRESHMENT
The Board, upon recommendation from the Governance & Sustainability Committee, reviews and determines the composition of the Committees and appoints the Committee Chairs. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with those gained from fresh perspectives and enhancing our Directors’ understanding of different aspects of our business. There were no changes to Committee compositions in 2022.
2023 Proxy Statement Pfizer
17

Governance
BOARD COMMITTEES
The Audit Committee
pfe-20230315_g21.jpg
Chair:
Suzanne Nora Johnson
The Committee’s primary responsibilities include:
the appointment, compensation, retention and oversight of our independent registered public accounting firm;
reviewing and discussing, with the independent registered public accounting firm, Internal Audit and management, the adequacy and effectiveness of internal control over financial reporting;
reviewing and consulting with management, Internal Audit and the independent registered public accounting firm on matters related to the annual audit, the published financial statements, earnings releases and the accounting principles applied;
reviewing reports from management relating to the status of compliance with laws, regulations and internal procedures and policies;
reviewing and approving, based on discussion with the Chief Financial Officer, the appointment, replacement or dismissal of the Chief Internal Auditor and reviewing, with the Chief Financial Officer, the performance of the Chief Internal Auditor; and
reviewing and discussing with management the company’s policies with respect to risk assessment and risk management, including with respect to information security and technology risks (including cybersecurity).
The Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm. It also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by Pfizer regarding its accounting, internal controls and auditing matters. Further details of the role of the Audit Committee, as well as the Audit Committee Report, may be found in “Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm on page 33.
The Audit Committee is governed by a Board-approved Charter which is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/Board-Committees--Charters/.
Additional Committee Members:
Ronald E. Blaylock
Joseph J. Echevarria
James C. Smith
All Members are Independent and Financially Literate
All Members qualify as “Audit Committee Financial Experts”

Meetings Held in 2022: 11
The Compensation Committee
pfe-20230315_g23.jpg
Chair:
James C. Smith
The Committee reviews and approves the company’s overall compensation philosophy and oversees the administration of our executive compensation and benefit programs, policies and practices. Its responsibilities also include:
establishing and monitoring performance against short-term and long-term incentive plan goals, and approving the short-term incentive plan pool performance and long-term incentive plan goals, and long-term incentive awards;
establishing objectives for the CEO and reviewing the goals approved by the CEO for our executive officers, including the Named Executive Officers (NEOs), as well as evaluating the performance and setting compensation for the CEO and reviewing and approving the compensation of the executive leadership team;
reviewing and assessing annually, potential risks to the company from its compensation program and related policies; and
collaborating with the Governance & Sustainability Committee on responsibilities delegated by the Board relating to human capital management.
The Committee has the authority to delegate any of its responsibilities to another committee, officer and/or subcommittee, as the Committee may deem appropriate in its sole discretion, subject to applicable law, rules, regulations and NYSE listing standards.
The Compensation Committee is governed by a Board-approved Charter which is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/Board-Committees--Charters/.
Compensation Committee Interlocks and Insider Participation. During 2022 and as of the date of this Proxy Statement, none of the members of the Committee was or is an officer or employee of Pfizer, and no executive officer of the company served or serves on the compensation committee or board of any company that employed or employs any member of Pfizer’s Compensation Committee or Board of Directors.
Additional Committee Members:
Ronald E. Blaylock
James Quincey
All Members are Independent
All Members are “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act of 1934

Meetings Held in 2022: 7
18
Pfizer 2023 Proxy Statement

Governance
The Governance & Sustainability Committee
pfe-20230315_g16.jpg
Chair:
Joseph J. Echevarria
The Committee oversees the practices, policies and procedures of the Board and its committees. Its responsibilities include:
recommending and recruiting Director candidates so that the Board maintains its diverse composition, with diversity reflecting gender, age, race, ethnicity, background, professional experience and perspectives;
overseeing the evaluations of the Board and its Committees;
reviewing our Corporate Governance Principles and Director Qualification Standards;
overseeing the company’s ESG strategy and reporting and maintaining an informed status on political spending and lobbying priorities and activities; and
overseeing the company’s policies and practices related to human capital management, including culture, diversity, equity and inclusion, pay equity and talent management.
The Governance & Sustainability Committee is governed by a Board-approved Charter which is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/Board-Committees--Charters/.
Additional Committee Members:
Susan Desmond-Hellmann, M.D., M.P.H.
Helen H. Hobbs, M.D.
Dan R. Littman, M.D., Ph.D.
All Members are Independent

Meetings Held in 2022: 5
The Regulatory and Compliance Committee
pfe-20230315_g17.jpg
Chair:
Scott Gottlieb, M.D.
The Committee’s primary responsibilities include:
assisting the Board with overseeing quality and compliance risk management in areas of healthcare compliance across the company’s core functions; and
reviewing and overseeing the company’s ethics & compliance program and related activities through review of reports and information from management, legal counsel and third parties covering: (i) effective compliance program matters; (ii) proactive quality and compliance risk management matters; and (iii) significant regulatory and compliance healthcare-related matters.

The Committee makes recommendations to the Compensation Committee concerning the extent, if any, to which the incentive-based compensation of any executive, senior manager, compliance personnel and/or attorney involved in any significant misconduct resulting in certain government or regulatory action, or other person with direct supervision over such employee, should be reduced, extinguished or recouped.
The Regulatory and Compliance Committee is governed by a Board-approved Charter which is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/Board-Committees--Charters/.
Additional Committee Members:
Helen H. Hobbs, M.D.
Susan Hockfield, Ph.D.
Dan R. Littman, M.D., Ph.D.
Suzanne Nora Johnson
All Members are Independent

Meetings Held in 2022: 4
The Science and Technology Committee
pfe-20230315_g18.jpg
Chair:
Helen H.
Hobbs, M.D.
The Committee is responsible for periodically examining management’s strategic direction of and investment in the company’s biopharmaceutical R&D and technology initiatives. Its responsibilities include:
monitoring progress of Pfizer’s R&D pipeline;
evaluating the quality, direction and competitiveness of the company’s R&D programs; and
reviewing Pfizer’s approach to acquiring and maintaining key scientific technologies and capabilities.
The Committee also identifies and evaluates emerging issues, assesses the performance of R&D leaders, and evaluates the sufficiency of review by external scientific experts.
The Science and Technology Committee is governed by a Board-approved Charter which is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/Board-Committees--Charters/.
Additional Committee Members:
Susan Desmond-Hellmann, M.D., M.P.H.
Scott Gottlieb, M.D.
Susan Hockfield, Ph.D.
Dan R. Littman, M.D., Ph.D.
All Members are Independent

Meetings Held in 2022: 5
2023 Proxy Statement Pfizer
19

Governance
Governance & Sustainability Committee Report
The following are examples of how we worked to achieve the Board’s objectives to maintain and enhance Pfizer's record of excellence in corporate governance and Board oversight in 2022 and early 2023.
Board Leadership Structure: In late 2022, the Committee and the independent Directors conducted a thorough annual review of the Board’s leadership structure, and the independent Directors unanimously determined to maintain the current leadership structure, with Dr. Bourla as Chairman and Chief Executive Officer, and Mr. Narayen as Lead Independent Director.
Board and Committee Matters: We assessed the Director’s qualifications for serving on various Committees and their independence. We also evaluated the effectiveness of the Board and its Committees and reviewed, among other factors, Director service on other boards and other commitments held by Directors. As a result, we determined that all Directors are in compliance with the company’s Corporate Governance Principles and have sufficient time, energy, and attention to effectively serve on our Board. In addition, the Committee reviewed the existing Board and Committee self-evaluation process to determine whether the Board should refine the process to include a third-party facilitator and individual Director evaluations, following which the Committee decided to use a third-party provider to conduct the Board and Committee evaluations in 2023. Additionally, the Committee reviewed and, where appropriate, recommended changes to our Corporate Governance Principles and other governance documents, including updating our Corporate Governance Principles to reflect that non-employee Directors will not be nominated for election to the Board after their 73rd birthday, except in the case of a non-employee Director with less than 15 years of service. In such a case, the Director will have a term limit of up to 15 years. We also reviewed and revised the non-employee Director compensation program, in consultation with Meridian Compensation Partners, LLC.
Board Succession Planning: We continued our Board succession planning to identify and assess potential Director candidates. We considered several factors, including a review of our skills matrix. We conducted a needs assessment and considered a diverse pool of candidates based on recommendations provided by our Chairman and CEO, the independent Directors, management, external advisors, the Board’s evaluation and other resources. The Board did not elect any new Directors during 2022.
Environmental, Social and Governance Strategy: Throughout the year, we engaged with management to review and discuss the company’s ESG priorities and its progress, as well as changes in the ESG external environment. Further, the Committee was supportive of the Compensation Committee’s decision in early 2022, to include ESG metrics in the company’s executive compensation program.
Public Policy/Corporate Political Spending/Lobbying Activities: Under our Charter, we are informed of company issues related to public policy, including political spending policies and practices. In addition, management provides regular updates to the Committee on the company’s work on legislative and regulatory policies, including the benefits and risks derived from our association with certain trade and other organizations.
Legislative and Regulatory Developments: We continued to monitor and evaluate corporate governance and executive compensation developments, including U.S. Securities and Exchange Commission (SEC) rules and NYSE listing standards through reports provided by management.
Shareholder Engagement: We engaged in reviews of shareholder and stakeholder communications at each of our meetings and were informed of shareholder feedback received during Pfizer’s year-round investor outreach, which included the participation of the Chair of the Governance & Sustainability Committee, Mr. Echevarria, when appropriate. The Committee was also kept apprised of all shareholder proposals received and discussions with the proponents.
THE GOVERNANCE & SUSTAINABILITY COMMITTEE
Joseph J. Echevarria, Chair
Susan Desmond-Hellmann, M.D., M.P.H.
Helen H. Hobbs, M.D.
Dan R. Littman, M.D., Ph.D.
20
Pfizer 2023 Proxy Statement

Governance
Regulatory and Compliance Committee Report
The Committee assists the Board with the oversight of healthcare-related regulatory and compliance risk management. Under the terms of its Charter, the Committee receives reports regarding the company’s ethics & compliance program, for which management has primary responsibility.
In 2022, we received reports and discussed with management, including the Chief Compliance, Quality and Risk Officer and the General Counsel, significant healthcare-related regulatory and compliance risks and related compliance program initiatives, functions and risk management.
Among the matters considered were:
management of potential healthcare regulatory and compliance risks relating to the development, manufacture and commercialization of Pfizer products, and efforts to mitigate those risks;
certain compliance- and quality-related matters, government and internal investigations, regulatory actions and significant regulatory communications and other legal proceedings;
results of internal audits conducted in areas within the Committee’s oversight;
updates on the company’s quality and compliance governance framework and risk management;
updates regarding compliance with the requirements of Pfizer’s Corporate Integrity Agreement;
updates regarding the integration of acquired companies into Pfizer’s compliance program;
anti-retaliation policies and procedures and any retaliation claims received by Pfizer;
Pfizer’s culture of integrity and our policies supporting speak-up, open-door and anti-retaliation, and the tone set by leaders throughout the organization; and
incentive compensation practices for sales and marketing personnel.
In our activities, we considered potential risks and steps Pfizer has taken to mitigate risk in areas within our oversight.
THE REGULATORY AND COMPLIANCE COMMITTEE
Scott Gottlieb, M.D., Chair
Helen H. Hobbs, M.D.
Susan Hockfield, Ph.D.
Dan R. Littman, M.D., Ph.D.
Suzanne Nora Johnson
2023 Proxy Statement Pfizer
21

Governance
Shareholder Outreach
Our Engagement Process
ààà
pfe-20230315_g24.gif
pfe-20230315_g25.gif
pfe-20230315_g26.gif
pfe-20230315_g27.gif
SpringSummerFallWinter
Discuss Proxy Statement voting items with institutional investors
Discuss proxy voting season results and investor feedback with the Board to determine appropriate next steps, if any
Solicit feedback from a variety of investors representing a significant number of shares outstanding
Share investor feedback from fall outreach meetings with the Governance & Sustainability Committee and full Board
Review governance trends and best practices Adopt or modify our governance practices in response, if needed
Develop strategy for fall outreach meetingsDevelop strategy for proxy season outreach meetings
Investor Outreach
Investor feedback is an important factor for Pfizer and the Board and essential to maintaining our strong governance practices. Throughout the year, we routinely seek opportunities to engage with our investors to hear their views concerning Pfizer’s corporate governance policies and practices, including ESG, and to discuss current and emerging trends.
During 2022, we contacted our 50 largest and some smaller, but highly engaged, institutional investors, representing approximately 45% of our shares outstanding, and invited them to engage in a dialogue on various governance-related topics. We met with over 25 of them, representing approximately 34% of our shares outstanding. In addition, in 2022 and early 2023 we engaged with proxy advisory firms to hear their perspectives on governance matters and the 2022 proxy season. While the engagements are primarily conducted by management, Board members also participate, when appropriate. For example, Mr. Echevarria, Chair of the Governance & Sustainability Committee, led some discussions with investors during the spring and fall of 2022. It is also our practice to engage with shareholder proposal proponents during the proxy season to better understand their concerns with the goal of reaching mutual agreements to address them.
In addition to connecting with our institutional investors, we also remain responsive to our retail investors’ and other stakeholders’ inquiries. This past year, we continued our outreach to proactively include retail investors through a program, led by Corporate Affairs, that launched in 2021. The retail investor program, “Investor Insights,” creates a more cohesive relationship with Pfizer’s retail holders by sharing timely and informative content regarding Pfizer’s corporate strategy through digital platforms.
In December 2022, we hosted a “Near Term-Launches and High-Value Pipeline Day,” during which Pfizer business executives and scientific leadership provided updates on the company’s progress in advancing its R&D pipeline.
22
Pfizer 2023 Proxy Statement

Governance
Summary of Certain 2022 Shareholder Discussions
During our discussions, we strive for a collaborative approach and value the variety of perspectives we receive, which helps to deepen our understanding of stakeholder interests and motivations and foster a mutual understanding of governance priorities. Items on the meeting agendas for 2022 covered a range of topics. Please see below for highlights from our discussions.
Board of Directors: We discussed the Board’s composition, our related proxy disclosures, and asked for investors’ views regarding their preferences for Board refreshment mechanisms, including the use of retirement age limits and term limits. Overall, investors’ sentiment was positive regarding the Board, its diverse composition and the number of new Directors who have joined over the past five years leading to nearly 50% overall refreshment. Some investors inquired about what background and skills the Board considers for new Directors. With respect to preferences regarding Board refreshment mechanisms, most investors viewed the Board as best positioned to determine its optimal refreshment mechanisms, but conveyed an understanding that retirement age, term limits and the Board evaluation process could be useful mechanisms to ensure continued refreshment.
Action taken: Feedback was shared with the Governance & Sustainability Committee and the full Board. See disclosures regarding Board composition, Board refreshment, the Board and Committee self-evaluation process and Director skills throughout this Proxy Statement.
Human Capital: Investors’ interest in human capital remains strong, especially regarding our DEI strategy and progress on achieving our pay equity and opportunity parity goals. Investors also asked about other programs at Pfizer to help foster diversity and inclusion internally and externally in our clinical trials and supply chain partners. We also received questions about the overall culture, including how the company monitors colleague morale. Some investors inquired about how the Board oversees potential risks related to our DEI programs. Finally, we answered questions about Pfizer’s plans to increase its human capital management public disclosures in 2023.
Action taken: Feedback was shared with the Governance & Sustainability Committee. Pfizer intends to conduct a racial equity audit during 2023, and publish the results in early 2024. For additional information concerning our opportunity parity goals and our other DEI initiatives, please see Pfizer’s 2022 Annual Review and 2022 ESG Report. Please note that these documents are not a part of our proxy solicitation materials.
Executive Compensation: Most questions about our executive compensation program were focused on the addition of ESG metrics as a modifier in determining funding for the short-term incentive award pool, effective for the 2022 performance year. Investor feedback was positive, and a number of investors voiced support for the selected metrics, and expressed that they are measurable and meaningful. We also were asked about the process for choosing our ESG metrics, and whether other metrics, such as access to medicines and vaccines, were considered, as well as our plans to potentially include additional metrics in the future. In addition, we briefly discussed the new pay-versus-performance table, which is included later in this Proxy Statement, and how investors are planning to use this information. Some investors asked about any potential changes to the executive compensation program in the near future.
Action taken: Feedback was shared with the Governance & Sustainability Committee and the Compensation Committee. The Compensation Committee determined in early 2023 that ESG metrics will continue to be included in our short-term incentive program going forward. Please see the “Compensation Discussion and Analysis section for additional information.
Political Expenditures: Our political contributions practices and disclosures remain of interest to investors. Investor feedback was positive about Pfizer’s “Industry Associations Congruency Report,” which describes the public policy positions of Pfizer and five significant trade associations across six areas of key public policy and ESG significance for Pfizer. Since the report was published in late 2021, investors asked about our cycle for updates. Investors were also interested in discussing the impact of the Inflation Reduction Act of 2022 on our public policy priorities and the industry. In addition, we were asked to consider expanding our disclosure about the portion of our dues used by trade associations for political activity to a broader group of trade associations. In prior years and in 2022, we requested that any trade association to which we paid dues of $100,000 or more report to us the amount of our dues spent on political activity, which we publicly disclosed. Some investors indicated that they would like to see a lower threshold.
Action taken: Feedback was shared with the Governance & Sustainability Committee. In early 2023, Pfizer determined it would request information regarding the portion of our dues used for political activity by trade associations to whom we pay dues of $25,000 or more. For additional information, please visit our website at https://www.pfizer.com/about/programs-policies/political-partnerships.

2023 Proxy Statement Pfizer
23

Governance
COVID-19/Access and Strategy: Investors were also interested in discussing Pfizer’s efforts in response to COVID-19. Most questions were related to equitable access to medicines, and centered on vaccine distribution to low- and middle-income countries, and pricing of the COVID-19 vaccine and oral treatment. We received a few inquiries regarding Pfizer’s response to a shareholder proposal (submitted in 2022) regarding the sharing of intellectual property with manufacturers in low- and middle-income countries as a solution to end vaccine inequity. Other investors inquired about the company's R&D pipeline and Pfizer’s business strategy post-COVID. We also provided details about Pfizer’s new initiative to help expand access, An Accord for a Healthier World, and steps we are taking to integrate the research and development process into the company’s access strategy.
Action taken: Feedback was shared with the Governance & Sustainability Committee. For information concerning Pfizer’s response to COVID-19, please see https://www.pfizer.com/science/coronavirus/vaccine-efforts.
Climate Change: We received questions concerning Pfizer’s 2040 Net-Zero goal that we announced in June 2022. Investors were generally pleased with Pfizer's response to climate change, and they inquired about our plans and milestones to achieve those goals, including partnering with our supply chains and increasing our reliance on renewable energy.
Action taken: Feedback was shared with the Governance & Sustainability Committee. To support this goal, Pfizer is in the process of developing our emission reduction plan. For additional information concerning progress in 2022 in achieving Pfizer’s ESG strategy and climate goals, please see Pfizer's 2022 Annual Review and 2022 ESG Report. Please note that these documents are not a part of our proxy solicitation materials.
Shareholder Inquiries
We communicate with our shareholders through various platforms, including via our corporate website, digital and print media, webcasts and live events, including our annual meeting of shareholders, investor presentations and healthcare industry presentations. In 2022, in addition to meeting with institutional investors, we responded to more than 850 inquiries from individual shareholders sent to the Board or the Office of the Corporate Secretary.
At each Governance & Sustainability Committee meeting, we share investor and other stakeholder feedback directly with the Committee. We view communication between our shareholders and the Board as a dialogue and, when appropriate, members of our Board engage directly with our shareholders.
How to Communicate with Our Directors
Shareholders and other interested parties may communicate with any of our Directors, including the Lead Independent Director and the Audit Committee Chair, as follows:
By mail: Write to the Corporate Secretary, Pfizer Inc., 66 Hudson Boulevard East, New York, NY, 10001-2192; or
By e-mail: Go to Pfizer’s website at https://investors.pfizer.com/Investors/Corporate-Governance/Contact-Our-Directors/default.aspx.
Shareholder communications are distributed to the Board, or to any individual Director or Directors, as appropriate, depending on the facts and circumstances outlined in the communication. The Board has requested that certain items that are unrelated to the duties and responsibilities of the Board be redirected or excluded, as appropriate.
24
Pfizer 2023 Proxy Statement

Governance
Public Policy Engagement and Political Participation
The Governance & Sustainability Committee maintains an informed status on the company’s issues related to public policy and corporate political spending practices. The Committee receives periodic updates and reviews Pfizer’s Political Action Committee (PAC) and Corporate Political Contributions Report, prior to its annual publication. The Committee also reviews the company’s “Industry Associations – Congruency Report.” In addition, management regularly informs the Committee of Pfizer’s public policy priorities and its efforts to educate lawmakers in support of those priorities.
PUBLIC POLICY ENGAGEMENT FOR GLOBAL PUBLIC HEALTH
Fundamental to our business we engage on public policy issues that may affect our ability to meet patients’ needs and enhance shareholder value. These issues include advancing biomedical research and healthcare innovation, advocating for intellectual property (IP) protections, and improving patient access to care. In addition, we regularly work with policymakers and industry and trade groups to help create and maintain an innovative environment where we can cultivate new medicines, bring them to market and ensure that patient health and safety remain a priority.
To advance our business objectives, we are also members of industry and trade groups, including the Pharmaceutical Research and Manufacturers of America, the National Association of Manufacturers, the Biotechnology Innovation Organization, the U.S. Chamber of Commerce and the Business Roundtable. These organizations, along with the others to which we belong, represent both the industry and the business community at large in an effort to bring about consensus on broad policy issues. Our support of these organizations is evaluated annually by our U.S. Government Relations leaders based on their expertise in healthcare policy and advocacy.
In addition to healthcare policy, we realize these organizations may engage in a variety of other issues that extend beyond the scope of our priorities. Our participation as a member of these groups comes with the understanding that we may not always agree with every position held by the organization and/or its other members. Nevertheless, we monitor where and to what extent our trade associations are misaligned with the company on such issues and we will advocate for the trade association to come into alignment. If and when a trade association’s misalignment outweighs the benefits to Pfizer and its stakeholders, we consider whether to reduce our involvement with the organization or end our involvement altogether.
We believe value exists in making sure our positions on issues important to Pfizer and our industry are communicated and understood within those organizations. Please see Pfizer’s “Industry Associations – Congruency Report” at https://www.pfizer.com/about/programs-policies/political-partnerships. The “Industry Associations – Congruency Report” is not a part of our proxy solicitation materials.
Corporate Political Contributions
At Pfizer, we adhere to our formal policy for making corporate political and PAC contributions in the U.S., which applies to Pfizer and the Pfizer PAC. The policy is designed to ensure that our political expenditures are made in compliance with all federal, state, and local election laws, as applicable. In addition, we do not make direct independent expenditures. Pfizer does not traditionally make contributions to 527 Issue Organizations. If we were asked to make such a contribution, it would be subject to a separate approval process that includes executive level management.
Our disclosures comply with all federal, state and local laws and reporting requirements governing corporate political contributions. All corporate political contributions are published annually in the PAC and Corporate Political Contributions Report in compliance with Pfizer’s corporate policy.
We regularly discuss our political contributions disclosures with investors and other stakeholders to help ensure our disclosures meet their needs. Over the years, shareholder engagement has influenced our level of disclosure and helped to develop or modify related policies. See “Shareholder Outreach above for more information.

2023 Proxy Statement Pfizer
25

Governance
Policies and Procedures for Approval and Oversight of Corporate and PAC Political Expenditures
All corporate and PAC political spending decisions undergo a rigorous review process conducted monthly by the PAC Steering Committee. The Committee, composed of nine cross-divisional colleagues, reviews and approves all PAC and corporate political contributions. The PAC is a non-partisan, employee-run organization that enables employees to participate in the American political process. The Committee ensures that each contribution advances our business objectives and is not based on the political preferences or views of any individual colleague. In addition, the Committee considers contributions to lawmakers on a case-by-case basis using the following criteria:
Prioritization of candidates who support policies that impact our purpose and uphold our core values, which include healthcare, tax and an intellectual property ecosystem that supports innovation and patient access to medicines;
Representation where colleagues live and work; and
Elected officials’ conduct and statements.
Our PAC support does not imply an endorsement of a candidate’s position on any social or religious issue, and we always consider a candidate’s ethical conduct in our evaluation to help ensure Pfizer’s values are upheld.
Further, all PAC and corporate contribution requests are shared with the Pfizer Political Contributions Policy Committee (PCPC), which is co-chaired by the Chief Corporate Affairs Officer and the Chief Compliance, Quality & Risk Officer. The PCPC is composed of senior leaders from different areas of the company.
FEDERAL AND STATE LOBBYING ACTIVITY
The company’s U.S. Government Relations leaders are responsible for the company’s lobbying activities. The Governance & Sustainability Committee is responsible for overseeing the company’s lobbying priorities and activities through periodic reports from management. In addition, all colleague communications with government and regulatory officials are governed by Pfizer’s internal policies and procedures, which include guidelines available on our website at https://www.pfizer.com/about/responsibility/compliance/code-of-conduct.
Reporting and Compliance Features
Federal Lobbying
Compliant with Honest Leadership and Open Government Act of 2007
Pfizer’s disclosures and lobbying activities comply with the Honest Leadership and Open Government Act of 2007. These reports may be viewed at https://lda.senate.gov/system/public/.
In addition, we voluntarily report the portion of our dues used by trade associations for federal lobbying activity. See https://www.pfizer.com/about/programs-policies/political-partnerships.
State Lobbying
Compliant with state registration and reporting requirements
We are fully compliant with state registration and reporting requirements.
Links to states’ reporting entities, where state lobbying reports are filed, may be accessed at: https://www.pfizer.com/about/programs-policies/political-partnerships.
26
Pfizer 2023 Proxy Statement

Governance
Pfizer Policies on Business Conduct
All of our colleagues, including our Chief Executive Officer, Chief Financial Officer and Controller, are required to abide by Pfizer’s policies on business conduct to help ensure that our business is conducted in a consistently legal and ethical manner. Pfizer’s policies form the foundation of a comprehensive process that includes compliance with corporate policies and procedures, an open relationship among colleagues to foster ethical business conduct, and an utmost commitment to integrity. Our policies and procedures cover all major areas of business conduct, including employment practices, conflicts of interest, anti-corruption, transparency, privacy, product communications, intellectual property and the protection of confidential information, and require strict adherence to laws and regulations applicable to the conduct of our business. In addition, we strive to ensure fair competition in all our business dealings, including, among other things, distribution agreements, rebates and discounts to customers, patent, copyright, and trademark licenses, territorial restrictions on resellers, and pricing policy generally. We are committed to competing fairly and following the applicable antitrust and competition laws of all countries in which we operate.
Code of Conduct training is assigned to all new colleagues upon hire and to existing colleagues regularly. The training includes a certification to confirm that colleagues agree to abide by the Code of Conduct and that they understand their responsibility to report and have reported any potential violations of law, regulations, ethical standards or Pfizer policy.
Colleagues are required to report any conduct that they believe to be an actual or apparent violation of Pfizer’s policies on business conduct. Retaliation in any form against any colleague who seeks advice, raises a concern, reports misconduct, or provides information in an investigation is prohibited. Our Audit Committee has procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls, or auditing matters and to allow for confidential and anonymous submissions by employees with concerns regarding questionable accounting or auditing matters.
The full text of our Code of Conduct, including information regarding how to report allegations of misconduct, is posted on our website at https://www.pfizer.com/about/responsibility/compliance/code-of-conduct. We will disclose any future amendments to, or waivers from, provisions of these ethics policies and standards affecting our Chief Executive Officer, Chief Financial Officer, Controller and executive officers on our website as promptly as practicable, as may be required under applicable SEC and NYSE rules.
Code of Conduct for Directors
Our Directors are required to comply with a Code of Business Conduct and Ethics for Members of the Board of Directors (the Director Code). It is intended to focus the Board and the Directors on areas of ethical risk, help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and foster a culture of honesty and accountability. The Director Code covers all areas of professional conduct relating to service on our Board, including conflicts of interest, unfair or unethical use of corporate opportunities, strict protection of confidential information, compliance with applicable laws and regulations, and oversight of ethics and compliance by employees of the company.
The Director Code is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/The-Pfizer-Board-Policies/default.aspx.
2023 Proxy Statement Pfizer
27

Governance
Other Governance Practices and Policies
Derivatives Trading/Hedging Policy
We have a policy that prohibits employees, including the NEOs, and Directors from purchasing or selling options on our common stock or engaging in short sales of our common stock. In addition, the policy prohibits trading in puts, calls, straddles, equity swaps or other derivative securities, including exchange funds, that are directly linked to our common stock (sometimes referred to as “hedging”).
Related Person Transactions and Indemnification
RELATED PERSON TRANSACTION APPROVAL POLICY
Pfizer has adopted a Related Person Transaction Approval Policy (the Policy) administered by the Governance & Sustainability Committee. The Policy applies to any transaction or series of transactions in which Pfizer or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person under the Policy has a direct or indirect material interest. Under the Policy, management determines whether a transaction requires review by the Governance & Sustainability Committee.
Transactions requiring review are referred to the Governance & Sustainability Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Governance & Sustainability Committee decides whether or not to approve such transactions and approves only those transactions that are deemed to be in the best interests of the company. If the company becomes aware of an existing transaction with a related person that has not been approved under this Policy, the matter is referred to the Governance & Sustainability Committee. The Governance & Sustainability Committee evaluates all options available, including ratification, revision or termination of such transaction. The Governance & Sustainability Committee then provides a summary of such transactions, including their terms, structure and business purpose, as well as the Governance & Sustainability Committee’s approval decision, to the Audit Committee for their information.
TRANSACTIONS WITH RELATED PERSONS
We have no related person transactions to report.
INDEMNIFICATION
We indemnify our Directors and our elected officers to the fullest extent permitted by law so that they will be free from undue concern about personal liability in connection with their service to Pfizer. Our By-laws require indemnification, and we have also entered into agreements with those individuals that contractually obligate us to provide this indemnification to them.
28
Pfizer 2023 Proxy Statement


Non-Employee
Director Compensation
Non-Employee Director Compensation
Our non-employee Directors receive cash compensation, as well as equity compensation in the form of Pfizer stock units, for their service. In 2022, we provided the following compensation:
Compensation ElementDirect Compensation Program
Board Member Annual Cash and Equity Retainer$155,000, payable quarterly in cash, $205,000 in stock units
Chair of Each Board Committee (Additional Cash Fee)$30,000
Lead Independent Director (Additional Cash Fee)$50,000
Stock Ownership Guidelines
Required to own Pfizer common stock and/or deferred stock units with a value of at least five times their annual cash retainer ($775,000). New directors are subject to milestones toward this requirement.(1)
Cash Compensation
Directors can defer all or a portion of their annual cash retainers until they cease to be members of the Board. At a Director’s election, the cash retainer fees can be invested in an account credited with Pfizer stock units or deemed invested in the same investments available to Pfizer employees under certain deferred compensation plans.(2)
Equity Compensation
Directors who have met the stock ownership requirements as of December 31 of the prior year are permitted each year to elect to defer units granted in the immediately following year or to receive the equivalent in shares.(3)
The Pfizer Foundation Matching Gift ProgramThe Pfizer Foundation matches eligible contributions up to a maximum of $20,000 per Director, per calendar year.
(1) Currently all Directors comply with our stock ownership guidelines.
(2) The number of Pfizer stock units is based on the closing price of Pfizer’s common stock on the last business day of the fiscal quarter in which the retainer is earned. The number of stock units in a Director’s account is increased by additional stock units based on the value of any dividends on the common stock. Upon distribution, the amount attributable to stock units held in his or her account is paid in cash or in shares of Pfizer stock, at the Director’s election. The amount of any cash payments is determined by multiplying the number of Pfizer stock units in the account by the closing price of our common stock on the last business day before the payment date.
(3) All of the eligible non-employee Directors will defer their Pfizer stock units granted in 2023. The number of units in a Director’s account is increased by additional stock units based on the value of any dividends on the common stock. Deferred stock units are not payable until the Director ceases to be a member of the Board, at or after which time they are paid in cash or in shares of Pfizer stock, at the Director’s election. The amount of any cash payment is determined by multiplying the number of Pfizer stock units in the account by the closing price of our common stock on the last business day before the payment date.
Our Governance & Sustainability Committee is responsible for reviewing and advising on the compensation of our non-employee Directors. To assist with this duty, they engage an independent compensation consultant to perform regular periodic reviews of our non-employee Director compensation program, which includes an analysis of market trends and best practices and peer comparison with our Pharmaceutical Peer and General Industry Comparator Groups. The compensation program for our non-employee Directors was last reviewed in April 2022 by the Governance & Sustainability Committee, in consultation with Meridian Compensation Partners, LLC, and the program was revised to remain competitive amongst Pfizer’s peers and to continue to attract and retain highly engaged and qualified independent Directors, as follows: (i) each non-employee Director received Pfizer stock units with a value of $205,000 (an increase from $192,500), as of the date of the grant, upon election at the 2022 Annual Meeting of Shareholders, provided that the Director continued to serve as a Director following the 2022 Annual Meeting of Shareholders; and (ii) the annual cash retainer earned by each non-employee Director was increased from $142,500 to $155,000, effective as of the date of the 2022 Annual Meeting of Shareholders.
In addition to the above, any newly elected Director receives a pro-rata grant of Pfizer stock units based upon the ratio of the Director's period of service as a Director during the 12-month period beginning as of the most recent Annual Meeting prior to election multiplied by $205,000, as of the date of grant. In 2023, upon election at the 2023 Annual Meeting, each non-employee Director will receive Pfizer stock units with a value of $205,000 as of the date of grant, provided the Director continues to serve as a Director following the meeting.
2023 Proxy Statement Pfizer
29

Non-Employee Director Compensation
Under the Pfizer Inc. 2019 Stock Plan, the aggregate value of Pfizer stock units granted, plus cash retainer paid to a non-employee Director during a 12-month period, may not exceed $800,000.
Dr. Bourla does not receive any compensation for his service as a Director. For additional information regarding Dr. Bourla’s compensation, see the “Compensation Discussion and Analysis section later in this Proxy Statement.
We maintain policies that prohibit Directors from pledging Pfizer stock or engaging in activities considered to be hedging of our common stock, and none of our Directors has pledged Pfizer stock as collateral for personal loans or other obligations. See the “Other Governance Practices and PoliciesDerivatives Trading/Hedging Policy section earlier and “Other Compensation Programs and PoliciesDerivatives Trading/Hedging Policy section later in this Proxy Statement.
THE PFIZER FOUNDATION MATCHING GIFT PROGRAM
Our non-employee Directors may participate in the Pfizer Foundation Matching Gift Program. In 2022, under this program, the Pfizer Foundation(1) matched contributions to eligible Internal Revenue Code 501(c)(3) tax-exempt organizations, up to a maximum of $20,000 per year, per Director. Contributions to religious organizations, private foundations and organizations that do not accept donations from the Pfizer Foundation, as well as to individuals, are not eligible for a match.
(1) The Pfizer Foundation is a charitable organization established by Pfizer Inc. It is a separate legal entity from Pfizer Inc. with distinct legal restrictions.
2022 Director Compensation Table
The following table sets forth the compensation provided for our non-employee Directors who served in 2022.
Name
Fees Earned
or Paid in Cash
($)
Stock
Awards
($)(1)
All Other
Compensation
($)(2)
Total
($)
Ronald E. Blaylock150,948205,00010,000365,948
Susan Desmond-Hellmann, M.D., M.P.H.150,948205,000355,948
Joseph J. Echevarria180,948205,000385,948
Scott Gottlieb, M.D.
180,948205,000167,697553,645
Helen H. Hobbs, M.D.180,948205,00020,000405,948
Susan Hockfield, Ph.D.150,948205,0002,750358,698
Dan R. Littman, M.D., Ph.D.150,948205,00011,952367,900
Shantanu Narayen200,948205,00020,000425,948
Suzanne Nora Johnson180,948205,00020,000405,948
James Quincey150,948205,00020,000375,948
James C. Smith180,948205,00020,000405,948
(1) The number of units granted was determined by dividing the grant date value of the award, $205,000, by $50.51, the closing price of the company’s common stock on April 28, 2022. At the end of 2022, the aggregate number of stock units (including dividend equivalents) held by each current non-employee Director was as follows: Mr. Blaylock, 42,260, Dr. Desmond-Hellman, 14,949, Mr. Echevarria, 86,802, Dr. Gottlieb, 19,935, Dr. Hobbs, 93,448, Dr. Hockfield, 16,457, Dr. Littman, 34,425, Mr. Narayen, 113,786, Ms. Nora Johnson, 86,890, Mr. Quincey, 27,027, and Mr. Smith, 101,393.
(2) The amounts in this column for Drs. Hockfield and Littman, Messrs. Blaylock, Narayen, Quincey and Smith, and Ms. Nora Johnson represent charitable contributions made in 2022 under our Pfizer Foundation Matching Gift Program. Certain charitable contributions by our Directors are not eligible for matching contributions under the program and, therefore, the amounts in the above table may not reflect all such contributions made by our Directors. The amount for Dr. Gottlieb represents $165,920 for security provided on the advice of internal and external third-party security experts due to heightened risks, which is the direct cost we incurred in providing this benefit, and $1,777 for expenses incident to business travel to our Board meetings.
30
Pfizer 2023 Proxy Statement


Securities Ownership
The table below shows the number of shares of our common stock beneficially owned (as of the close of business on January 31, 2023) by each of our Directors and each NEO, as well as the number of shares beneficially owned by all of our current Directors and executive officers as a group. Together, these individuals beneficially own less than one percent (1%) of our common stock outstanding.
The table and footnotes also include information about Total Shareholder Return Units (TSRUs), Profit Units (PTUs), stock units, Restricted Stock Units (RSUs) and deferred performance-related share awards credited to the accounts of our Directors and executive officers under various compensation and benefit plans. For additional information, see the “Compensation Discussion and Analysis section later in this Proxy Statement.
Number of Shares or Units
Beneficial OwnersCommon Stock
(1)
Stock Units
Ronald E. Blaylock13,000
(2)
42,260
(4)
Albert Bourla, DVM, Ph.D.194,312
(3)
583,701
(5)
Frank A. D'Amelio*398,019
David M. Denton890
Susan Desmond-Hellmann, M.D., M.P.H.3,408
(2)
14,949
(4)
Mikael Dolsten, M.D., Ph.D.86,403
(3)
415,213
(5)
Joseph J. Echevarria86,802
(4)
Scott Gottlieb, M.D.4,00019,935
(4)
Helen H. Hobbs, M.D.93,448
(4)
Susan Hockfield, Ph.D.16,457
(4)
Angela Hwang47,355
(2)(3)
38,703
(5)
Dan R. Littman, M.D., Ph.D.34,425
(4)
Shantanu Narayen113,786
(4)
Suzanne Nora Johnson10,00086,890
(4)
William Pao, M.D., Ph.D.39,953
(5)
James Quincey27,027
(4)
James C. Smith3,542
(2)
101,393
(4)
All Directors and Executive Officers as a Group (22)
1,110,2821,970,933
* Effective May 1, 2022, Mr. D'Amelio ceased serving as an executive officer.
(1) Individuals beneficially own less than one percent (1%) of our common stock outstanding.
(2) Includes the following shares held in the names of family members or trust: Mr. Blaylock, 4,750; Dr. Desmond-Hellmann, 3,408; Ms. Hwang, 8,532; and Mr. Smith, 1,542 shares. Mr. Blaylock, Ms. Hwang and Mr. Smith disclaim beneficial ownership of such shares.
(3) Includes shares credited under the Pfizer Savings Plan and/or deferred shares relating to previously vested awards under Pfizer’s share award programs.
(4) Represents stock units (each equivalent to a share of Pfizer common stock) under our Director compensation program (see “Non-Employee Director Compensation above).
(5) Includes stock units (each equivalent to a share of Pfizer common stock) to be settled in cash following the officer’s separation from service, held under the Pfizer Supplemental Savings Plan (PSSP) and/or the Pfizer Deferred Compensation Plan (DCP). The PSSP and the DCP are described later in this Proxy Statement. Also includes the following PTUs (each equivalent to a share of Pfizer common stock) as of January 31, 2023: Dr. Bourla, 222,328 PTUs; and Dr. Dolsten, 336,145 PTUs; and the following RSUs (each equivalent to a share of Pfizer common stock) that will vest on March 31, 2023: Dr. Pao, 39,953. This column does not include the following stock appreciation rights in the form of TSRUs as of January 31, 2023: Dr. Bourla, 3,839,391; Mr. Denton, 151,016; Dr. Dolsten, 1,047,279; and Ms. Hwang, 1,182,395, of which 77,305 settled in February 2023. The settlement amounts described in the previous sentence include dividend equivalents in the settlement calculations. See “Compensation Tables—2022 Outstanding Equity Awards at Fiscal Year-End Table and “Estimated Benefits upon Termination Table for a discussion of the vesting of RSUs, TSRUs and PTUs.
2023 Proxy Statement Pfizer
31

Securities Ownership
Beneficial Owners
The following table shows only persons or entities known by us to be a beneficial owner of more than 5% of our common stock:
Name and Address of Beneficial OwnerShares of Pfizer Common StockPercent of Class
The Vanguard Group(1)
100 Vanguard Boulevard
Malvern, PA 19355
501,636,220(1)
8.94%
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055
442,868,761(2)
7.90%
State Street Corporation(3)
State Street Financial Center
One Lincoln Street
Boston, MA 02111
284,943,697(3)
5.08%
(1) The information is based solely on a Schedule 13G/A filed by Vanguard on February 9, 2023 (the Vanguard 13G/A). According to the Vanguard 13G/A, includes sole voting power with respect to 0 shares, shared voting power with respect to 7,882,911 shares, sole dispositive power with respect to 477,690,927 shares, and shared dispositive power with respect to 23,945,293 shares.
(2) The information is based solely on a Schedule 13G/A filed by BlackRock on February 3, 2023 (the BlackRock 13G/A). According to the BlackRock 13G/A, includes sole voting power with respect to 402,717,540 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 442,868,761 shares, and shared dispositive power with respect to 0 shares.
(3) The information is based solely on a Schedule 13G/A filed by State Street on February 7, 2023 (the State Street 13G/A). According to the State Street 13G/A, includes sole voting power with respect to 0 shares, shared voting power with respect to 210,524,887 shares, sole dispositive power with respect to 0 shares, and shared dispositive power with respect to 284,152,008 shares.
32
Pfizer 2023 Proxy Statement


Item 2
Ratification of Selection of Independent
Registered Public Accounting Firm
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm (the firm). The Committee conducts a comprehensive annual evaluation of the firm’s qualifications, performance and independence. It considers whether the firm should be rotated and considers the advisability and potential impact of selecting a different firm. In evaluating and selecting the company’s firm, the Committee considers, among other things, historical and recent performance of the current firm, an analysis of known significant legal or regulatory proceedings related to the firm, external data on audit quality and performance, including recent Public Company Accounting Oversight Board (PCAOB) reports, industry experience, audit fee revenues, firm capabilities and audit approach, and the independence and tenure of the firm. The Committee also annually evaluates the firm’s commitment to diversity and inclusion, as well as how its values align with Pfizer’s values — courage, excellence, equity, and joy.

The Audit Committee selected, and the Board of Directors ratified the selection of, KPMG LLP (KPMG) as our firm for 2023. We have not been able to determine the specific year that KPMG or its predecessor firms began serving as our auditor; however, we are aware that KPMG or its predecessor firms have served as our auditor since at least 1942.

In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to our company. For lead and concurring review partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the lead audit partner under this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management.

The Audit Committee and the Board of Directors determined that the continued retention of KPMG as our firm is in the best interest of Pfizer and our shareholders, and we are asking our shareholders to ratify the selection of KPMG as our firm for 2023. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification because we value our shareholders’ views on our firm and as a matter of good corporate practice. In the event that our shareholders fail to ratify the selection, it will be considered a recommendation to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different firm at any time during the year if it determines that such a change would be in the best interests of Pfizer and our shareholders.

Representatives of KPMG will attend the Annual Meeting to answer questions and will have the opportunity to make a statement if they desire to do so.
pfe-20230315_g13.gif
Your Board of Directors recommends a vote “FOR” the ratification of KPMG LLP as independent registered public accounting firm for 2023.
2023 Proxy Statement Pfizer
33

Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm
Audit and Non-Audit Fees
The following reflects KPMG fees for the audit of our financial statements for the years ended December 31, 2022 and 2021, and fees billed for other services rendered by KPMG during those periods.
2022
($)
2021
($)
Audit fees(1)
25,234,00029,606,000
Audit-related fees(2)
1,349,000920,000
Tax fees(3)
1,737,0002,712,000
All other fees(4)
Total28,320,00033,238,000
(1) Principally for audit work performed on the consolidated financial statements and internal control over financial reporting, as well as statutory audits. The decrease in audit fees in 2022 was primarily due to non-recurrence of fees for strategic initiatives.
(2) Principally related to audits of employee benefit plans.
(3) Principally for services related to tax compliance and reporting and analysis services.
(4) KPMG did not provide any “other services” during the period.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
Consistent with requirements of the SEC and the PCAOB regarding auditor independence, the Audit Committee has responsibility for appointing, setting the compensation of and overseeing the performance of the firm. In recognition of this responsibility, the Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the firm.
Prior to engagement of the firm for the next year’s audit, management submits for Audit Committee approval a list of services and related fees expected to be rendered during that year within each of the following categories of services:
ServicesDescription
Audit services
These services include audit work performed on the financial statements (including financial statements prepared in connection with strategic transactions) and internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and/or reporting standards.
Audit-related services
These services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
Tax services
These include all services, except those services specifically related to the audit of the financial statements that are included in the first category, performed by the independent registered public accounting firm’s tax personnel, including tax analysis; assisting with coordination of execution of tax-related activities, primarily in the area of corporate development; supporting other tax-related regulatory requirements; and tax compliance and reporting.
All other services
These are services not captured in the audit, audit-related or tax categories. Pfizer generally does not request such services from the firm.
Prior to engagement, the Audit Committee pre-approves services within each category, and the fees for each category are budgeted. The Committee requires the firm and management to report actual versus budgeted fees periodically by category of service. During the year, circumstances may arise when it may become necessary to engage the firm for additional services not contemplated in the original pre-approval. In those instances, the Committee requires specific pre-approval before engaging the firm.
The Committee may delegate pre-approval authority to one or more of its members who must report, for informational purposes only, any pre-approval decisions to the Committee at its next scheduled meeting.
34
Pfizer 2023 Proxy Statement


Audit Committee Report
The Audit Committee reviews Pfizer’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.
The Committee met and held discussions with management and the independent registered public accounting firm (the firm) regarding the fair and complete presentation of Pfizer’s results and the assessment of Pfizer’s internal control over financial reporting. We discussed significant accounting policies applied in Pfizer’s financial statements, as well as, when applicable, alternative accounting treatments, and critical audit matters addressed during the audit. Management represented to the Committee that the consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Committee reviewed and discussed the consolidated financial statements with management and the firm. The Committee discussed with the firm matters required to be discussed under applicable Public Company Accounting Oversight Board (PCAOB) and U.S. Securities and Exchange Commission standards.
In addition, the Committee reviewed and discussed with the firm its independence from Pfizer and its management. As part of that review, we received the written disclosures and the letter required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence, and the Committee discussed the firm’s independence from Pfizer.
We also considered whether the firm’s provision of non-audit services to Pfizer is compatible with the auditor’s independence. The Committee concluded that the firm is independent from Pfizer and its management.
As part of our responsibilities for oversight of Pfizer’s Enterprise Risk Management program, we reviewed and discussed company practices with respect to risk assessment and risk management, including discussions of individual risk areas, as well as an annual summary of the overall program.
The Committee discussed with Pfizer’s Internal Audit Department and the firm the overall scope of and plans for their respective audits. The Committee meets with the Chief Internal Auditor, Chief Compliance, Quality and Risk Officer and representatives of the firm, in regular and executive sessions, to discuss the results of their examinations, the evaluations of Pfizer’s internal controls, and the overall quality of Pfizer’s financial reporting and compliance programs.
In reliance on the reviews and discussions referred to above, the Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in Pfizer’s Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the U.S. Securities and Exchange Commission. The Committee has selected, and the Board of Directors has ratified, the selection of the firm for 2023.
THE AUDIT COMMITTEE
Suzanne Nora Johnson, Chair
Ronald E. Blaylock
Joseph J. Echevarria
James C. Smith
The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.
2023 Proxy Statement Pfizer
35


Item 3
2023 Advisory Approval
of Executive Compensation
Our executive compensation program aligns interests of participants, including key executives, with the long-term interests of our shareholders; attracts, retains and motivates participants, including key executives, to drive our business and financial performance; and links a significant portion of the individual's executive compensation to the achievement of pre-established performance metrics directly tied to our business goals and strategies.
The Compensation Committee believes that Pfizer’s pay-for-performance executive compensation program is consistent with the goals of its executive compensation philosophy to drive performance and increase shareholder value. This philosophy is intended to align each executive’s compensation with Pfizer’s short- and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives crucial to our long-term success.
In accordance with this philosophy, our executive compensation program delivers a significant portion of the total compensation opportunity for each of our executives (including the Named Executive Officers, or NEOs) as long-term compensation directly tied to Pfizer’s total shareholder return and other performance factors that measure our progress against our strategic goals and operating plans, as well as individual performance. Additionally, in setting target levels of compensation and the value and level of award opportunities, the Compensation Committee considers the median compensation values of our Pharmaceutical Peer and General Industry Comparator Groups.
2022 Advisory Vote on Executive Compensation
Our executive compensation program received significant shareholder support and was approved, on an advisory basis, by 92.7% of the votes cast at the 2022 Annual Meeting. Our Compensation Committee and the other members of our Board believe that this level of approval of our executive compensation program indicates our shareholders’ strong support of our compensation philosophy and goals. The consistent high level of support from our shareholders over the past several years is indicative of our Compensation Committee’s commitment to compensating our executives in a manner that effectively links pay and performance. We believe it is also reflective of market best practices, strong shareholder engagement and continuously striving to enhance our programs by ensuring they align with our evolving strategic priorities, market trends and reflect feedback received from our shareholders.
2022 Pay-for-Performance
In 2022, we set new records with our financial performance and made significant progress in advancing our R&D pipeline. We made record investments for Pfizer into R&D that resulted in advancing multiple scientific programs, and filed regulatory submissions seeking approval for new medicines and vaccines, several of which are expected to potentially deliver more than $1 billion in annual peak revenue, if approved. Further, our pipeline and portfolio were enhanced through the completion of certain significant business development transactions. In addition, we continued to focus on our ESG goals. Given our strong performance during 2022, the Committee believes that the compensation of our NEOs for 2022 is reasonable and appropriate, aligned with the performance of our company and designed to ensure that our executive’s interests align with shareholders' interest.
In deciding how to cast your vote on this proposal, the Board requests that you consider the structure of our executive compensation program in connection with our 2022 performance, which is more fully discussed in the Compensation Discussion and Analysis section. The Compensation Discussion and Analysis section also contains more details about how we implement our philosophy and goals, and how we apply these principles to our compensation program. In particular, we discuss how we set compensation targets and other objectives and evaluate performance against those targets and objectives to ensure that performance is appropriately rewarded. Please see the “Compensation Discussion and Analysis section for additional information.

36
Pfizer 2023 Proxy Statement

Item 3 — 2023 Advisory Vote on Executive Compensation
2023 Advisory Vote on Executive Compensation
The Board is presenting this proposal, which gives shareholders the opportunity to endorse or not endorse our executive pay program, on an advisory basis, by voting “FOR” or “AGAINST” (or abstaining from voting on) the following resolution:
“RESOLVED, that the shareholders of Pfizer Inc. approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement.”
Although the advisory vote is non-binding, the Board values shareholders’ opinions and our Compensation Committee will review the results of the vote and will consider shareholders’ concerns and take into account the outcome of the vote when considering future decisions concerning our executive compensation program.
pfe-20230315_g13.gif
Your Board of Directors recommends a vote ”FOR” the approval, on an advisory basis, of the compensation of the Company's named executive officers.
2023 Proxy Statement Pfizer
37


Item 4
Advisory Vote on Frequency of Future Advisory Votes to Approve Executive Compensation
In addition to seeking our shareholders’ advisory vote on the compensation of our Named Executive Officers, we are presenting the following proposal, which gives shareholders the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our Named Executive Officers. Through voting on this proposal, shareholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation every year, every two years or every three years. For the reasons discussed below, the Board of Directors recommends that advisory votes on executive compensation take place every year.

Since 2011, we have held our advisory vote on executive compensation annually, consistent with the views of our shareholders expressed in 2011 and 2017. The Board recommends that the advisory vote on executive compensation continue to be held every year so that shareholders may continue to provide timely, direct input on our executive compensation program. The Board believes that an annual vote is consistent with the company’s efforts to engage in an ongoing dialogue with shareholders on executive compensation and corporate governance matters.

Although the frequency vote is non-binding, the Compensation Committee and the Board will review the results of the vote. Consistent with Pfizer’s record of shareholder responsiveness, they will consider shareholders' views and take them into account in determining the frequency of future advisory votes on executive compensation.
pfe-20230315_g13.gif
Your Board of Directors recommends that shareholders vote in favor of “1 YEAR” on the proposal concerning the frequency of future advisory votes on executive compensation.
38
Pfizer 2023 Proxy Statement


Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of Pfizer’s 2023 Proxy Statement. Based on our review and discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Pfizer’s 2023 Proxy Statement.
THE COMPENSATION COMMITTEE
James C. Smith, Chair
Ronald E. Blaylock
James Quincey
2023 Proxy Statement Pfizer
39


Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) describes Pfizer’s executive compensation program for 2022 and certain elements of our 2023 program. It explains how the Compensation Committee of the Board (the Committee) made 2022 performance year compensation decisions for our executives, including the following Named Executive Officers (NEOs).
Albert Bourla, DVM, Ph.D. - Chairman and Chief Executive Officer (CEO)
David M. Denton - Chief Financial Officer (CFO), Executive Vice President (EVP)(1)
William Pao, M.D., Ph.D. - Chief Development Officer (CDO), Executive Vice President (EVP)(2)
Mikael Dolsten, M.D., Ph.D. - Chief Scientific Officer and President, Worldwide Research, Development and Medical (WRDM)
Angela Hwang - Chief Commercial Officer (CCO) and President, Global Biopharmaceuticals Business (GBB)(3)
Frank A. D’Amelio - Former Chief Financial Officer (CFO), Executive Vice President (EVP)(4)
(1) Effective May 2, 2022, Mr. Denton joined Pfizer as Chief Financial Officer, Executive Vice President.
(2) Effective March 21, 2022, Dr. Pao joined Pfizer as Chief Development Officer, Executive Vice President.
(3) Effective October 1, 2022, Ms. Hwang's title became CCO, President, GBB; her prior title was Group President, Pfizer Biopharmaceuticals Group.
(4) Effective May 1, 2022, Mr. D'Amelio ceased serving as CFO and as an executive officer and terminated employment on November 30, 2022.

Table of Contents
41 Compensation Philosophy and NEO Pay Mix
42 Summary of Key Committee Actions
43 Advisory Vote on Executive Compensation and Shareholder Outreach Program
44 Executive Compensation Program Summary
46 Descriptions of each element of our NEO Pay Mix — Salary, Bonus and Long-Term Incentive (LTI) Program — with specific details about each element
52 2023 Compensation Actions
53 Overview of the Role of the Compensation Committee and its Independent Compensation Consultant
53 How We Establish Targets
55 Linking Pay and Performance
59 Summary of the NEOs’ Performance
61 Summary of Benefit Programs
62 Summary of Other Compensation Programs and Policies
65 Compensation Tables
79 CEO Pay Ratio
79 Pay-Versus-Performance Table
85 Reconciliation of Generally Accepted Accounting Principles (GAAP) to Non-GAAP Financial Measures
40
Pfizer 2023 Proxy Statement

Executive Compensation
Executive Summary
Pfizer’s Executive Compensation: Pay-For-Performance Philosophy
Our executive compensation program is designed to attract and retain highly qualified executives and incentivize them to create value and advance the interests of our shareholders. Pfizer’s executive compensation program is consistent with the goals of its executive compensation philosophy to align pay and performance and increase shareholder value. (See “2022 Milestones and “Our Business and Strategy earlier in this Proxy Statement.)
OUR PHILOSOPHY
Aligns each executive’s compensation with Pfizer’s short- and long-term performance and provides the compensation and incentives needed to attract, motivate and retain key executives crucial to Pfizer’s long-term success, 
Delivers a significant portion of the total compensation opportunity for each of our executives (including the NEOs) as long-term incentives that are directly aligned with shareholders’ interests and tied to Pfizer’s absolute and relative total shareholder return (TSR) and to other performance factors that measure our progress against the goals of our strategic and operating plans, and
Benchmarks compensation against that of our Pharmaceutical Peer and General Industry Comparator Groups with consideration of company market capitalization and complexity — as indicated by revenues, range of products, international operations and other factors — to set target levels of compensation and determine the value and level of award opportunities. 
2022 NEO Pay Mix
Pfizer’s executive compensation program is designed to strengthen the link between pay and performance by having a significant amount of the executives’ compensation tied to the achievement of pre-established performance metrics directly related to our business goals and strategies. Using year-end salary and target short- and long-term incentive awards, our pay mix is as follows:
pfe-20230315_g28.jpg
pfe-20230315_g29.jpg
n Performance-Based Year-End Salary n Annual Short-Term Incentive (Target) n Annual Long-Term Incentive (Target)
Additionally, our stock ownership guidelines promote the alignment of interests with shareholders, by requiring the CEO to own Pfizer stock with a value equal to at least eight times his base salary and for each other NEO to own Pfizer stock with a value equal to at least four times their respective base salary. These guidelines include progressive steps to reach these ownership levels within five years (see “Stock Ownership and Holding Requirements later in this Proxy Statement).
2023 Proxy Statement Pfizer
41

Executive Compensation
2022/2023 Key Committee Actions
Based on the Committee’s annual review and in response to evolving business needs, market best practices, and shareholder outreach and feedback, the Committee took the following actions in 2022 and early 2023 to enhance our executive compensation program:
Environmental, Social and Governance (ESG) Scorecard Incorporated into the Annual Short-Term Incentive Plan (Global Performance Plan (GPP) or Bonus Plan or bonus)
The Committee is fully committed and supportive of Pfizer’s ESG Program. Based on feedback from our shareholders and to incentivize strong performance across our ESG goals, the Committee approved the use of an ESG Scorecard. Effective for the 2022 performance year, this scorecard will be factored into determining the pool funding for the short-term incentive program based on the company’s performance against three ESG metrics.
Target Bonus Methodology in the Annual Short-Term Incentive Plan Aligned for All Participants
The Committee aligned our bonus target methodology for all bonus participants, effective for the 2022 performance year. Annual bonus target amounts are now calculated as a percentage of salary earned by the executive during the year rather than using the salary midpoint for the salary grade. This approach better aligns pay with performance as it will increase the differentiation of pay.
Stock Ownership Guideline Requirement Increased for CEO
The Committee increased the stock ownership requirement for the CEO to at least eight times (from six times) base salary, effective for 2022.
Executive Severance Policy Adopted
The Committee adopted an executive severance policy, effective for 2023, which provides that without shareholder approval, cash severance paid to our executives (including the NEOs) cannot exceed 2.99 times the sum of base salary and target bonus. Since 2009, the Executive Severance Plan has provided, and continues to provide, cash severance between 1 and 2 times base salary and target bonus, based on years of service.
Compensation Practices
COMPENSATION RISK ASSESSMENT
As part of our compensation program, we conduct an annual comprehensive assessment of the potential compensation-related risks to Pfizer of the following compensation programs:
Executive Compensation Program. The Committee’s independent advisor conducts a risk assessment of the executive compensation program at the direction of, and subject to review by, the Committee. It focuses on (1) ensuring an appropriate balance in our program structure to mitigate compensation-related risk by using an appropriate mix of cash versus stock, short-term versus long-term measurements and financial versus non-financial goals; and (2) best-practice policies to mitigate compensation-related risk including recoupment provisions covering clawbacks and forfeitures, stock ownership guidelines, equity administration rules, and insider-trading and hedging/pledging prohibitions.
Global Compensation Program. An assessment of our global sales-incentive and commission plans is conducted annually by management and reviewed by the Committee and its independent advisor. The assessment takes into consideration the plan metrics, plan participation rates, recovery/clawback provisions and other risk-mitigation factors, as well as the maximum potential payouts.
Based on the results of these assessments, the Committee does not believe that the compensation programs create risks that are reasonably likely to have a material adverse effect on our company.
42
Pfizer 2023 Proxy Statement

Executive Compensation
LEADING COMPENSATION PRACTICES
What We DoWhat We Do Not Do
pfe-20230315_g30.gif
Risk Mitigation
pfe-20230315_g31.jpg
Hedging or Pledging of Pfizer Stock
pfe-20230315_g30.gif
Compensation Recovery/Clawback
pfe-20230315_g31.jpg
Employment Agreements
pfe-20230315_g30.gif
Stock Ownership Requirements
pfe-20230315_g31.jpg
Change in Control Agreements
pfe-20230315_g30.gif
Minimum Vesting Period on Long-Term Incentives
pfe-20230315_g31.jpg
Repricing of Outstanding Long-Term Incentives
pfe-20230315_g30.gif
100% Performance-Based Annual Long-Term Incentives
pfe-20230315_g31.jpg
“Gross-Ups” For Excise Taxes or Perquisites
pfe-20230315_g30.gif
Multiple Metrics across Short-Term and Long-Term Incentive Programs
pfe-20230315_g31.jpg
Provide cash severance exceeding 2.99 times (base salary and target bonus)
pfe-20230315_g30.gif
Short-Term Incentive Plan with ESG Scorecard metrics
pfe-20230315_g30.gif
Robust Investor Outreach
pfe-20230315_g30.gif
Independent Compensation Consultant
Advisory Vote on Executive Compensation and Shareholder Outreach Program
We are committed to open and continued communications with our shareholders and have a robust outreach program. Our executive compensation program has received strong shareholder support of, on average, 94.1% of the votes cast over the past ten years. At the 2022 and 2021 Annual Meetings, it received support of 92.7% and 92.8% of the votes cast, respectively. See “Shareholder Outreach for more information.
Our Committee and the other members of our Board view this consistently high level of support as indicative of our commitment to effectively linking pay and performance. The feedback we received during our shareholder outreach, as well as our shareholders’ votes, reflects strong support for our executive compensation program, pay-for-performance compensation philosophy and goals, market best practices and focus on shareholders’ interests.
pfe-20230315_g32.jpg
2023 Proxy Statement Pfizer
43

Executive Compensation
2022 Executive Compensation Program Summary
ElementType/FormPerformance MeasuresTermsObjectives
Salary
Cash
Fixed cash compensation; reviewed annually and adjusted, as appropriateA fixed amount of compensation for performing day-to-day responsibilities based on market data, job scope, responsibilities and experience. Generally reviewed annually for a potential increase based on a number of factors; including market levels, performance and compensation practices that are equitable within the organization. Provides competitive level of fixed compensation that helps attract and retain high-performing executive talent.
Annual Short-Term Incentive/Global Performance Plan (GPP)
Cash
Funded based on Pfizer’s performance and weighted as follows:
Aggregate pool is funded based on the performance against Pfizer’s annual financial goals, the achievement of pre-set pipeline goals and three ESG metrics. Individual awards are based on operating unit/function and individual performance measured over the performance year.
Provides incentive to executives for achieving short-term results that create sustained future growth potential and long-term shareholder value.
Metrics
Total Revenue
(40%)
A leading indicator of performance and value creation; provides a clear focus on growth; an important measure in our industry; understandable with a clear line of sight and employee impact.
Adjusted Diluted EPS (40%)
A measure of income that provides focus on profitable growth and expense control; viewed as a strong indicator of sustained performance over the long term; understandable with a clear line of sight and employee impact.
Cash Flow from Operations
(20%)
A measure that provides focus on generating cash in the short term to fund operations and research and to return funds to shareholders in the form of dividends and share repurchases; focuses managers on expense control and on improving working capital; a strong link to long-term shareholder value creation.
Modifiers of up to +/- 30 percentage points (PP): Pipeline Achievement (25 PP) and ESG Scorecard (5 PP)
To recognize the progress and delivery of the R&D pipeline and our progress against three ESG metrics from our ESG Scorecard.
Annual Long-Term Incentive Compensation (100% Performance-Based Equity)
5- and 7-Year Total Shareholder Return Units (TSRUs)
Represents 25% (each) of total annual grant value (50% in total)
Absolute TSR
5- and 7-Year TSRUs generally vest three years from the grant date and are settled on the fifth or seventh anniversary of the grant date, respectively.
The value earned is equal to the difference between the Settlement Price (the 20-day average of the closing prices of Pfizer common stock ending on the settlement date) and the Grant Price (the closing stock price on the date of grant), plus the value of dividend equivalents accumulated over the term. This value, if any, is converted into shares by dividing it by the settlement price; no value is received if the TSR is negative.
Provides direct alignment with shareholders as awards are tied to absolute TSR.
Performance Share Awards (PSAs)
Represents 50% of total annual grant value
Adjusted Net
Income (NI)*
and relative TSR
PSAs have a three-year performance period starting on January 1st of the year of grant and generally vest on the third anniversary of the grant with value delivered, if any, based on performance.
Paid based on the company’s performance against a combination of three one-year adjusted net income* goals, set annually, and relative TSR, as compared to the NYSE Arca Pharmaceutical Index (DRG Index or DRG), over a three-year period. The maximum payout is 200% of target but is capped at target if the TSR for the performance period is negative. The payout range for the operating metric range is 0%-150%, and the relative TSR metric can drive the overall payout range as high as 200%.
Dividend equivalents paid during the performance period are applied to the number of shares actually earned under the award.
Earned PSAs including the dividend equivalents are paid in cash to active colleagues and in shares to former colleagues.
Provides alignment with shareholders by aligning compensation to operational goals and relative TSR over a three-year performance period.
* Adjusted Net Income, as the PSA performance measure, is defined as U.S. GAAP net income attributable to Pfizer Inc. common shareholders before the impact of amortization of intangible assets, certain acquisition-related items, discontinued operations and certain significant items; and is adjusted to reflect budgeted foreign exchange (FX) rates for the year and further refined to exclude certain other unbudgeted or non-recurring items including acquired in-process research and development expenses.
44
Pfizer 2023 Proxy Statement

Executive Compensation
2022 Executive Compensation Program Summary (continued)
ElementPlan/ProgramTermsObjectives
RetirementPension Plan**Qualified pension plan provides retirement income for eligible participants based on years of service and final average earnings; frozen as of December 31, 2017.Provides retirement income based on tenure and compensation, up to Internal Revenue Code (IRC) limits.
Supplemental Pension Plan**Non-qualified pension plan provides retirement income relating to compensation in excess of the IRC limitations under the same formula as the qualified pension plan noted above; frozen as of December 31, 2017.Provides retirement income based on tenure and compensation in excess of IRC limits.
Savings Plan A qualified savings plan providing participants with the opportunity to defer a portion of their eligible pay up to the IRC limitations (on a pre-, after-tax or Roth basis) and receive a company matching contribution (i.e., defer 6.0% to receive a 4.5% matching contribution). In addition, since 2018, all participants receive an age- and service-weighted company-provided Retirement Savings Contribution (RSC) (5% to 9% of eligible pay).Provides retirement benefits through elective deferrals, company matching contributions and RSC, up to IRC limits.
Supplemental Savings PlanA non-qualified savings plan providing participants a pre-tax savings opportunity relating to amounts in excess of the IRC limitations under the same formulas/features (matching contributions and RSC) as the qualified savings plan noted above.Allows for deferrals, company matching contributions and RSC in excess of IRC limits.
OtherPerquisitesCertain other benefits provided to executives by the company consisting of limited reimbursement for personal financial planning services, home security and additional security services, as deemed necessary, as well as certain personal travel benefits for the CEO and other NEOs (including other Executive Leadership Team (ELT) members).Provides additional benefits consistent with competitive practices and safety concerns; increases efficiencies and allows more productive use of NEOs’ time, and therefore, greater focus on Pfizer-related activities.
**    Plans were closed to new participants effective January 1, 2011 and benefits were frozen on December 31, 2017 for all participants.
2023 Proxy Statement Pfizer
45

Executive Compensation
SECTION 1 — Elements of Our Executive Compensation Program
2022 Salaries
The table below shows the annual salaries for our NEOs set by the Committee, which are based on its review of competitive market practices and individual performance:
Salary*
Name2021
($)
2022
($)
Increase (%)
A. Bourla1,700,0001,750,0002.9
D. Denton**N/A1,250,000
W. Pao**N/A1,200,000
M. Dolsten1,490,0001,550,0004.0
A. Hwang1,230,0001,292,0005.0
F. D’Amelio1,580,0001,580,000
* Salary is typically approved at the Committee’s February meeting of the respective year and effective April 1 of that year.
** Mr. Denton and Dr. Pao’s salaries are those set upon their joining Pfizer and were unchanged during the year.
2022 Annual Incentive Award/Global Performance Plan (GPP)
The Committee determined the funding of the annual incentive plan based on the company’s performance against three pre-set weighted financial goals tied to Pfizer’s annual operating plan; its achievement of pre-set pipeline goals related to sustained portfolio delivery, progress on the ESG Scorecard and consideration of other qualitative factors. Achievement versus our financial goals is measured using the same key operating assumptions as those in our annual budget.(1)
DETERMINING ANNUAL INCENTIVE POOL
The Committee has determined that its evaluation process (illustrated below) provides the appropriate limited flexibility to determine the final GPP pool funding based upon a holistic review of Pfizer’s overall performance with a strong focus on financial performance, considering the performance on the pipeline and ESG Scorecard, as well as other qualitative factors. Upon completion of its review, the Committee approved the GPP pool funding.
GPP POOL FUNDING PROCESS
Financial Goals: Committee determined the funding level of the plan using a performance matrix with three financial goals
Pipeline and ESG Scorecard Modifiers and Other Qualitative Factors: Committee considered these factors as modifiers to the funding level calculated using the financial goals
For 2022, the CEO allocated the
same funding to each
operating unit/function.
40% Total Revenue
40% Adjusted Diluted EPS
20% Cash Flow from Operations
Up to +/- 30 Percentage Points (PP):
Adjust +/- depending on the Committee’s evaluation of Other Qualitative Factors

+/- 25 PP Pipeline
Achievements
+/- 5 PP ESG Scorecard

ààà
Leaders significantly differentiated pay to be more
closely aligned with
individual performance and
contributions.
Plan Funding Capped at 200%
(1) Includes budgeted FX rates, business development activity (e.g., acquisitions or divestitures), planned increases in the pricing of our medicines, planned capital allocation activities, such as share repurchases and dividend payments (share repurchases in excess of budgeted amounts are removed from the calculation of the financial results for GPP purposes), and/or other operational factors (e.g., losses of exclusivity), as well as certain other qualitative criteria. In general, legal settlements will remain in the adjusted numbers as part of ordinary course of business. However, anomalous settlements, including but not limited to acquisition-related activities and discontinued operations, are reviewed by the Controller and CFO to determine if they should be treated as a “Certain Significant Item” (CSI). CSI designations are ultimately reviewed by the Compensation Committee and the Board of Directors as part of their review of the financial statements. See Financial Measures for a comparison of U.S. GAAP revenues and U.S. GAAP diluted EPS and non-GAAP total revenue and non-GAAP Adjusted Diluted EPS for annual incentive purposes, respectively.
46
Pfizer 2023 Proxy Statement

Executive Compensation
The Committee evaluates the selected financial metrics and the modifiers (Pipeline Achievement and ESG Scorecard), as well as other qualitative factors annually considering the following:
Consistency with best practices in our industry;
Support of the annual operating plan;
Reinforcement of Pfizer’s portfolio strategy, promotion of decisions and behaviors aligned with maximizing near-term business results while supporting the achievement of the company’s long-term goals — while not encouraging unnecessary or excessive risk-taking; and
R&D modifier measuring achievement on key pipeline goals and a modifier for the ESG Scorecard progress, which both have the potential to drive long-term shareholder value.
Annual Incentives Objectives and Results (For Annual Incentive Purposes)
The selected performance measures are linked to a combination of the Company’s annual financial goals and strategic goals that help drive long-term value creation. In the first quarter of 2022, the Committee set the target financial goals and the pipeline achievement matrix for annual incentive purposes, and working in collaboration with management’s Sustainability Steering Committee, adopted an ESG Scorecard to use in applying the ESG modifier. The Committee continued to take a rigorous, holistic approach designed to ensure that the financial goals and modifiers (pipeline and ESG) are set at levels to drive strong performance and create long term value. As such, the Committee believes the achievement of the established financial and pipeline goals require exceptional performance and execution without encouraging unnecessary or excessive risk-taking. The Committee then determined that a sufficient degree of stretch existed in the various goals (see “Determining Annual Incentive Pool for additional information).
This multi-factor approach for annual incentive bonus funding provides the Committee with the ability to provide a holistic approach to the process. The following tables outline the 2022 range details (as applicable) and for financial metrics, the applicable 2021 Results.
Financial
Financial Goals Goals are set utilizing a budgeting approach that considers prior year’s performance, expected growth, the impact of business development activities, impact of losses of exclusivity and fluctuations in foreign exchange rates. Given that certain factors can change in any specific period, the Committee believes that in its determination of whether goals are challenging and rigorous, it should consider all relevant factors and not merely a year-over-year comparison. These financial results are different than our results under GAAP.
Financial Objectives / (Weighting)
(For Annual Incentive Purposes)
2021 Results
($)
2022 Threshold
($)(1)
2022 Target
($)(1)
2022 Results
($)(1)
Total Revenue(2) (40%)
81.2 billion94.0 billion99.0 billion104.5 billion
Adjusted Diluted EPS(3) (40%)
4.435.986.416.80
Cash Flow from Operations(4) (20%)
32.6 billion12.1 billion15.6 billion29.3 billion
(1) 2022 Threshold, Target, and Results for Annual Incentive Purposes.
(2) Total Revenue for annual incentive purposes is based on budgeted FX rates assumed in each respective year and excludes certain other unbudgeted or non-recurring items. Therefore, 2022 and 2021 results differ from U.S. GAAP revenues of $100.3 billion and $81.3 billion, respectively.
(3) Adjusted Diluted EPS for annual incentive purposes is based on budgeted FX rates assumed in each respective year and excludes certain other unbudgeted or non-recurring items including acquired in-process research and development expenses. See Financial Measures for a comparison of U.S. GAAP diluted EPS and non-GAAP Adjusted Diluted EPS for annual incentive purposes. See “Non-GAAP Financial Measure: Adjusted Income – Certain Significant Items” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in Pfizer’s 2022 Annual Report on Form 10-K for information about significant substantive and/or unusual items that are evaluated on an individual basis.
(4) 2022 and 2021 Results exclude certain discretionary timing items for compensation purposes (non-GAAP amounts).

NOTE: See “Financial Measures for a comparison of 2022 and 2021 U.S. GAAP revenues and U.S. GAAP diluted EPS and non-GAAP total revenue and non-GAAP Adjusted Diluted EPS for annual incentive purposes, respectively. Adjusted Diluted EPS is defined as U.S. GAAP Diluted EPS excluding amortization of intangible assets, certain acquisition-related items, discontinued operations and certain significant items. Non-GAAP total revenue and non-GAAP Adjusted Diluted EPS for annual incentive purposes are not, and should not, be viewed as substitutes for U.S. GAAP revenues and U.S. GAAP diluted EPS, respectively. For more information on revenues, see “Our 2022 Performance — Revenues” in the MD&A in Pfizer's 2022 Annual Report on Form 10-K.
2023 Proxy Statement Pfizer
47

Executive Compensation
Non-Financial
Pipeline Achievement Goals — The pipeline goals selected align with the company’s end-to-end pipeline development and reinforces Pfizer’s portfolio strategy and culture. At the end of the year, the Science & Technology (S&T) Committee of the Board and Portfolio Management Team (PMT) review, pressure test and validate the achievements and provide the Committee with a scoring recommendation based on the performance against each pre-set goal. Using the scoring recommendation as a guideline, the Committee then evaluates the pipeline performance holistically to determine the modifier to be applied.
Pipeline Objectives
(For Annual Incentive Purposes)
Performance Range
Pipeline Growth (e.g., organic growth, acquired assets, recent product approvals and robust nature of the pipeline)
Up to +25 PP (Above)
0 (zero) PP (Target)
Up to -25 PP (Below)
ESG Scorecard The three ESG metrics selected align with our strategy and are consistent with key guiding principles. Incorporating ESG into our bonus program amplifies our focus on long-term value creation for our shareholders and incentivizes executives to advance our commitment to equity and long-term sustainability. These key performance indicators are holistic drivers of our future success as a company. The Committee assesses the individual ESG metrics without assigning a particular weight to each goal. Based on the Committee’s evaluation of each achievement within the ESG Scorecard, the Committee considers the overall performance to determine a combined modifier score.
ESG Objectives
(For Annual Incentive Purposes)
2022 Goals2022 Results
Percentage of Vice President and higher roles held by women (globally)43.0 %43.1 %
Percentage of Vice President and higher roles held by minorities (U.S.) 26.5 %28.1 %
Greenhouse Gas Emissions (in metric tons)<1.2M mt1.14M mt
Final Committee Approved 2022 Bonus Pool Funding of 185%
 (Maximum Capped at 200% of target)
2022 ANNUAL INCENTIVE AWARDS

Pfizer had another exceptional year measured by both financial performance, reaching an all-time high in revenue, exceeding $100 billion for the first time in our 174-year history, as well as our impact on the health of patients around the world. We also made significant progress on the product pipeline and progress on the ESG Scorecard. The Committee recognized the performance in 2022 and approved an overall funding of 185% of target based on performance against the funding criteria. The maximum potential individual bonus remains at 250% of target to allow for significant differentiation in recognizing outstanding performance and the overall bonus pool funding remains subject to a cap of 200% of target.

In February 2023, the Committee determined the annual incentive awards for the NEOs for 2022 performance, considering the following:
Dr. Bourla’s performance as Chairman and CEO, with input from the other independent Directors and advice from the Committee’s independent compensation consultant.
After its review of Dr. Bourla’s performance, the Committee approved an award of $7.65 million to reflect his exceptional performance and leadership in 2022 (see “2022 NEO Performance Summaries later in this Proxy Statement).
Dr. Bourla reviewed with the Committee his 2022 annual incentive award recommendations for each of the other active NEOs, as well as the other ELT members, based on his evaluation of their individual performance and the performance of their respective operating unit/function.
48
Pfizer 2023 Proxy Statement

Executive Compensation
The Committee, with input from the other independent Directors and the Committee’s independent compensation consultant, reviewed these recommendations and considered the evaluation of each executive’s performance and his or her relative contribution to Pfizer’s overall performance, to determine the amounts awarded.
The independent Directors reviewed and ratified the 2022 annual incentive awards for the CEO and other NEOs, as well as the other ELT members, as approved by the Committee.
Annual incentive award targets and payout ranges for 2022, as well as the actual annual incentive award for each of the NEOs, are:
2022 Salary(1)
($)
Target Award as
a % of Salary(2)
Target Award
($)
Maximum Award(3)
($)
Actual Award
($)
  NameAB  C = A x BD = C x 250%
A. Bourla1,737,671 200%3,475,342 8,688,3557,650,000
D. Denton(4)
835,616 100%835,616 2,089,0401,838,355
W. Pao(4)
940,274 90%846,247 2,115,6181,565,557
M. Dolsten1,535,205 100%1,535,205 3,838,0133,530,972
A. Hwang1,276,712 100%1,276,712 3,191,7802,936,438
F. D’Amelio(5)
1,445,808 100%1,445,808 3,614,5201,445,808
(1) Represents 2022 daily salary earned during the performance period the participant is eligible to participate in the bonus program (GPP).
(2) See “How We Establish Targets for an explanation of how target annual incentive awards are determined.
(3) Maximum award is 250% of the respective individual’s target award, subject to rounding.
(4) Bonus is calculated based on the earned 2022 salary (from hire date).
(5) Full year target award was $1,580,000; prorated target award is $1,445,808. Under the terms of the GPP, Mr. D'Amelio was paid a pro-rata bonus at target shortly after his termination date.

2023 Proxy Statement Pfizer
49

Executive Compensation
2022 Annual Long-Term Incentive Award Program
Pfizer’s annual long-term incentive compensation for our NEOs (and the other ELT members) is entirely in the form of performance-based equity-related awards using two vehicles that incentivize long-term value creation:

Type/Weighting5- and 7-Year Total Shareholder Return Units (TSRUs)
(25% each of value at grant)
Performance Share Awards (PSAs)
(50% of value at grant)
Program Design (metrics, vesting and objectives)
Deliver value based on long-term alignment with shareholders by linking rewards to absolute TSR over a five- or seven-year period. Vests on the third anniversary of grant; settled on fifth or seventh anniversary of grant
Aligns rewards to both a strategic financial performance metric, NI(1)