DownloadSEC Document
SEC Filing
| ¨ | Preliminary Proxy Statement | |||||||
| ¨ | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) | |||||||
| x | Definitive Proxy Statement | |||||||
| ¨ | Definitive Additional Materials | |||||||
| ¨ | Soliciting Material Pursuant to §240.14a-12 | |||||||
| (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): | ||||||||
| x | No 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 | |||||||
2022 Milestones Advancing Our Strategy | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Key Regulatory Approvals | Regulatory Submissions | Pivotal Study Starts | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8 | 13 | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research & Development | Manufacturing | Employees Globally | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 110 projects in our current product pipeline (as of January 31, 2023) | 36 sites worldwide | ~83,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Global Reach | Shareholder Returns | Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| >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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||
| Item 7 — Transfer of Intellectual Property to Potential COVID-19 Manufacturers Feasibility 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 | ||
ii | Pfizer 2023 Proxy Statement | |||||||
| A Letter from Pfizer’s Chairman & Chief Executive Officer | ||
 |  Dr. Albert Bourla Chairman & Chief Executive Officer | |||||||
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. | |||||||||||
 |  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. |  | 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.  Margaret M. Madden Senior Vice President and Corporate Secretary, Chief Governance Counsel |  | 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. | |||||||||||||||||||||||
 | 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 | ||
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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | % | ||||||
| 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 2021 | Year-End 2022 | Year-End 2022 | Year-End 2022 | in 2022 | ||||||||||||||||||||||
2 | Pfizer 2023 Proxy Statement | |||||||
| Our Business and Strategy | ||
Board Oversight | ||||||||||||||||||||||||||||||||||||||||||||
| Governance & Sustainability | Compensation | Audit | Regulatory & 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 | |||||||||||||||||||||||||||||||||||||||||
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 | ||
| 1 | 2 | 3 | 4 | |||||||||||||||||||||||||||||||||||||||||
| Needs Assessment | Candidate Identification | Screening | Nomination 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. | |||||||||||||||||||||||||||||||||||||||||
2023 Proxy Statement Pfizer | 5 | |||||||
| Item 1 — Election of Directors | ||
| Name | Age | Independent | Director Since | Audit | Compensation | Governance & Sustainability | Regulatory and Compliance | Science and Technology | Other Public Boards | ||||||||||||||||||||
| Ronald E. Blaylock | 63 | ü | 2017 | l | l | 2 | |||||||||||||||||||||||
| Albert Bourla, DVM, Ph.D. Chairman and CEO | 61 | 2018 | – | ||||||||||||||||||||||||||
| Susan Desmond- Hellmann, M.D., M.P.H. | 65 | ü | 2020 | l | l | – | |||||||||||||||||||||||
| Joseph J. Echevarria* | 65 | ü | 2015 | l | Chair | 3* | |||||||||||||||||||||||
| Scott Gottlieb, M.D. | 50 | ü | 2019 | Chair | l | 1 | |||||||||||||||||||||||
| Helen H. Hobbs, M.D. | 70 | ü | 2011 | l | l | Chair | – | ||||||||||||||||||||||
| Susan Hockfield, Ph.D. | 72 | ü | 2020 | l | l | – | |||||||||||||||||||||||
| Dan R. Littman, M.D., Ph.D. | 70 | ü | 2018 | l | l | l | – | ||||||||||||||||||||||
| Shantanu Narayen Lead Independent Director | 59 | ü | 2013 | 1 | |||||||||||||||||||||||||
| Suzanne Nora Johnson | 65 | ü | 2007 | Chair | l | 1 | |||||||||||||||||||||||
| James Quincey | 58 | ü | 2020 | l | 1 | ||||||||||||||||||||||||
| James C. Smith | 63 | ü | 2014 | l | Chair | – | |||||||||||||||||||||||
6 | Pfizer 2023 Proxy Statement | |||||||
| Item 1 — Election of Directors | ||
| Blaylock | Bourla | Desmond-Hellmann | Echevarria | Gottlieb | Hobbs | Hockfield | Littman | Narayen | Nora Johnson | Quincey | Smith | |||||||||||||||||||||||||||
| Diversity Attributes | ||||||||||||||||||||||||||||||||||||||
| Gender Expression | Male | Male | Female | Male | Male | Female | Female | Male | Male | Female | Male | Male | ||||||||||||||||||||||||||
| Race/Ethnicity | Black | White | White | Latino | White | White | White | White | Asian | White | White | White | ||||||||||||||||||||||||||
| GENDER DIVERSITY | ETHNIC DIVERSITY | BOARD TENURE | ||||||
 |  |  | ||||||
| Business Leadership & Operations | 9 | ||||||||||||||||||||||||||||||||||||||||
| International Business | 6 | ||||||||||||||||||||||||||||||||||||||||
| Medicine & Science | 6 | ||||||||||||||||||||||||||||||||||||||||
| Healthcare & Pharma | 6 | ||||||||||||||||||||||||||||||||||||||||
| Finance & Accounting | 6 | ||||||||||||||||||||||||||||||||||||||||
| Risk Management | 4 | ||||||||||||||||||||||||||||||||||||||||
| Academia | 4 | ||||||||||||||||||||||||||||||||||||||||
| Human Capital Management | 4 | ||||||||||||||||||||||||||||||||||||||||
| Government & Public Policy | 3 | ||||||||||||||||||||||||||||||||||||||||
| Technology | 3 | ||||||||||||||||||||||||||||||||||||||||
 | 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 | ||
 | ||||||||||||||
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 | ||||||||||||||
| ||||||||||||||
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 | ||
 | ||||||||||||||
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 | ||||||||||||||
 | ||||||||||||||
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 | ||
 | ||||||||||||||
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. | ||||||||||||||
 | ||||||||||||||
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 | ||
 | ||||||||||||||
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 | ||||||||||||||
 | ||||||||||||||
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 | ||
| ||||||||||||||
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. | ||||||||||||||
 | ||||||||||||||
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 | ||
 | ||||||||||||||
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 | ||||||||||||||
 | ||||||||||||||
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 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 | ||
16 | Pfizer 2023 Proxy Statement | |||||||
| Governance | ||
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. | ||||||||||||||||||
2023 Proxy Statement Pfizer | 17 | |||||||
| Governance | ||
| The Audit Committee | |||||||||||||||||
| |||||||||||||||||
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 | |||||||||||||||||
| |||||||||||||||||
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 | |||||||||||||||||
| |||||||||||||||||
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 | |||||||||||||||||
| |||||||||||||||||
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 | |||||||||||||||||
| |||||||||||||||||
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 | ||
20 | Pfizer 2023 Proxy Statement | |||||||
| Governance | ||
2023 Proxy Statement Pfizer | 21 | |||||||
| Governance | ||
| à | à | à | ||||||||||||||||||||||||||||||||||||||||||
 |  |  |  | |||||||||||||||||||||||||||||||||||||||||
| Spring | Summer | Fall | Winter | |||||||||||||||||||||||||||||||||||||||||
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 meetings | Develop strategy for proxy season outreach meetings | |||||||||||||||||||||||||||||||||||||||||||
22 | Pfizer 2023 Proxy Statement | |||||||
| Governance | ||
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. | |||||||||||
24 | Pfizer 2023 Proxy Statement | |||||||
| Governance | ||
2023 Proxy Statement Pfizer | 25 | |||||||
| Governance | ||
26 | Pfizer 2023 Proxy Statement | |||||||
| Governance | ||
2023 Proxy Statement Pfizer | 27 | |||||||
| Governance | ||
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 Element | Direct 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 Program | The 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 $205,000 as of the date of grant, provided the Director continues to serve as a Director following the meeting. | |||||||||||
2023 Proxy Statement Pfizer | 29 | |||||||
| Non-Employee Director Compensation | ||
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | ||||||||||
| Ronald E. Blaylock | 150,948 | 205,000 | 10,000 | 365,948 | ||||||||||
| Susan Desmond-Hellmann, M.D., M.P.H. | 150,948 | 205,000 | — | 355,948 | ||||||||||
| Joseph J. Echevarria | 180,948 | 205,000 | — | 385,948 | ||||||||||
| Scott Gottlieb, M.D. | 180,948 | 205,000 | 167,697 | 553,645 | ||||||||||
| Helen H. Hobbs, M.D. | 180,948 | 205,000 | 20,000 | 405,948 | ||||||||||
| Susan Hockfield, Ph.D. | 150,948 | 205,000 | 2,750 | 358,698 | ||||||||||
| Dan R. Littman, M.D., Ph.D. | 150,948 | 205,000 | 11,952 | 367,900 | ||||||||||
| Shantanu Narayen | 200,948 | 205,000 | 20,000 | 425,948 | ||||||||||
| Suzanne Nora Johnson | 180,948 | 205,000 | 20,000 | 405,948 | ||||||||||
| James Quincey | 150,948 | 205,000 | 20,000 | 375,948 | ||||||||||
| James C. Smith | 180,948 | 205,000 | 20,000 | 405,948 | ||||||||||
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 Owners | Common Stock | (1) | Stock Units | |||||||||||||||||
| Ronald E. Blaylock | 13,000 | (2) | 42,260 | (4) | ||||||||||||||||
| Albert Bourla, DVM, Ph.D. | 194,312 | (3) | 583,701 | (5) | ||||||||||||||||
| Frank A. D'Amelio* | 398,019 | — | ||||||||||||||||||
| David M. Denton | 890 | — | ||||||||||||||||||
| 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. Echevarria | — | 86,802 | (4) | |||||||||||||||||
| Scott Gottlieb, M.D. | 4,000 | 19,935 | (4) | |||||||||||||||||
| Helen H. Hobbs, M.D. | — | 93,448 | (4) | |||||||||||||||||
| Susan Hockfield, Ph.D. | — | 16,457 | (4) | |||||||||||||||||
| Angela Hwang | 47,355 | (2)(3) | 38,703 | (5) | ||||||||||||||||
| Dan R. Littman, M.D., Ph.D. | — | 34,425 | (4) | |||||||||||||||||
| Shantanu Narayen | — | 113,786 | (4) | |||||||||||||||||
| Suzanne Nora Johnson | 10,000 | 86,890 | (4) | |||||||||||||||||
| William Pao, M.D., Ph.D. | — | 39,953 | (5) | |||||||||||||||||
| James Quincey | — | 27,027 | (4) | |||||||||||||||||
| James C. Smith | 3,542 | (2) | 101,393 | (4) | ||||||||||||||||
| All Directors and Executive Officers as a Group (22) | 1,110,282 | 1,970,933 | ||||||||||||||||||
| * 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 | ||
| Name and Address of Beneficial Owner | Shares of Pfizer Common Stock | Percent 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% | ||||||
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. | |||||||||||
| 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 | ||
| 2022 ($) | 2021 ($) | |||||||
Audit fees(1) | 25,234,000 | 29,606,000 | ||||||
| Audit-related fees(2) | 1,349,000 | 920,000 | ||||||
| Tax fees(3) | 1,737,000 | 2,712,000 | ||||||
| All other fees(4) | — | — | ||||||
| Total | 28,320,000 | 33,238,000 | ||||||
| Services | Description | ||||
| 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. | ||||
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 | ||
| 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. | |||||||||||
| 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 | |||||||||||
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 | |||||||||||
Section 4: Benefit Programs | 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 | ||
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. | |||||||||||
 |  | ||||
n Performance-Based ☐ Year-End Salary n Annual Short-Term Incentive (Target) n Annual Long-Term Incentive (Target) | |||||
2023 Proxy Statement Pfizer | 41 | |||||||
| Executive Compensation | ||
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. | ||||
42 | Pfizer 2023 Proxy Statement | |||||||
| Executive Compensation | ||
| What We Do | What We Do Not Do | |||||||||||||
 | Risk Mitigation |  | Hedging or Pledging of Pfizer Stock | |||||||||||
| Compensation Recovery/Clawback | | Employment Agreements | |||||||||||
| Stock Ownership Requirements | | Change in Control Agreements | |||||||||||
| Minimum Vesting Period on Long-Term Incentives | | Repricing of Outstanding Long-Term Incentives | |||||||||||
| 100% Performance-Based Annual Long-Term Incentives | | “Gross-Ups” For Excise Taxes or Perquisites | |||||||||||
| Multiple Metrics across Short-Term and Long-Term Incentive Programs | | Provide cash severance exceeding 2.99 times (base salary and target bonus) | |||||||||||
| Short-Term Incentive Plan with ESG Scorecard metrics | |||||||||||||
| Robust Investor Outreach | |||||||||||||
| Independent Compensation Consultant | |||||||||||||
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. |  | ||||
2023 Proxy Statement Pfizer | 43 | |||||||
| Executive Compensation | ||
| Element | Type/Form | Performance Measures | Terms | Objectives | ||||||||||||||||
| Salary | Cash | Fixed cash compensation; reviewed annually and adjusted, as appropriate | A 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. | |||||||||||||||||
44 | Pfizer 2023 Proxy Statement | |||||||
| Executive Compensation | ||
| Element | Plan/Program | Terms | Objectives | |||||||||||
| Retirement | Pension 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 Plan | A 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. | ||||||||||||
| Other | Perquisites | Certain 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. | |||||||||||
2023 Proxy Statement Pfizer | 45 | |||||||
| Executive Compensation | ||
| Salary* | |||||||||||
| Name | 2021 ($) | 2022 ($) | Increase (%) | ||||||||
| A. Bourla | 1,700,000 | 1,750,000 | 2.9 | ||||||||
| D. Denton** | N/A | 1,250,000 | — | ||||||||
| W. Pao** | N/A | 1,200,000 | — | ||||||||
| M. Dolsten | 1,490,000 | 1,550,000 | 4.0 | ||||||||
| A. Hwang | 1,230,000 | 1,292,000 | 5.0 | ||||||||
| F. D’Amelio | 1,580,000 | 1,580,000 | — | ||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| à | à | à | Leaders significantly differentiated pay to be more closely aligned with individual performance and contributions. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plan Funding Capped at 200% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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. | ||||||||
| 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 billion | 94.0 billion | 99.0 billion | 104.5 billion | ||||||||||||||||
Adjusted Diluted EPS(3) (40%) | 4.43 | 5.98 | 6.41 | 6.80 | ||||||||||||||||
Cash Flow from Operations(4) (20%) | 32.6 billion | 12.1 billion | 15.6 billion | 29.3 billion | ||||||||||||||||
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 Goals | 2022 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 mt | 1.14M mt | |||||||||||||||
| Final Committee Approved 2022 Bonus Pool Funding of 185% (Maximum Capped at 200% of target) | ||
48 | Pfizer 2023 Proxy Statement | |||||||
| Executive Compensation | ||
2022 Salary(1) ($) | Target Award as a % of Salary(2) | Target Award ($) | Maximum Award(3) ($) | Actual Award ($) | |||||||||||||
| Name | A | B | C = A x B | D = C x 250% | |||||||||||||
| A. Bourla | 1,737,671 | 200% | 3,475,342 | 8,688,355 | 7,650,000 | ||||||||||||
| D. Denton(4) | 835,616 | 100% | 835,616 | 2,089,040 | 1,838,355 | ||||||||||||
| W. Pao(4) | 940,274 | 90% | 846,247 | 2,115,618 | 1,565,557 | ||||||||||||
| M. Dolsten | 1,535,205 | 100% | 1,535,205 | 3,838,013 | 3,530,972 | ||||||||||||
| A. Hwang | 1,276,712 | 100% | 1,276,712 | 3,191,780 | 2,936,438 | ||||||||||||
| F. D’Amelio(5) | 1,445,808 | 100% | 1,445,808 | 3,614,520 | 1,445,808 | ||||||||||||
2023 Proxy Statement Pfizer | 49 | |||||||
| Executive Compensation | ||
| Type/Weighting | 5- 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), over three one-year periods and relative TSR(2) performance as compared to the DRG Index over a three-year period. Vests on the third anniversary of grant | ||||||||||||||||||
Value Delivered | ||||||||||||||||||||