These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
¨
|
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
|
|||||||
Pfizer Inc.
|
||||||||
(Name of Registrant as Specified In Its Charter)
|
||||||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
||||||||
Payment of filing fee (Check the appropriate box):
|
||||||||
x
|
No fee required
|
|||||||
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
|
|||||||
(1)
|
Title of each class of securities to which transaction applies:
|
|||||||
(2)
|
Aggregate number of securities to which transaction applies:
|
|||||||
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|||||||
(4)
|
Proposed maximum aggregate value of transaction:
|
|||||||
(5)
|
Total fee paid:
|
|||||||
¨
|
Fee paid previously with preliminary materials.
|
|||||||
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|||||||
(1)
|
Amount Previously Paid:
|
|||||||
(2)
|
Form, Schedule or Registration Statement No.:
|
|||||||
(3)
|
Filing Party:
|
|||||||
(4)
|
Date Filed:
|
OUR BOLD MOVES | ||||||||||||||
![]() |
![]() |
![]() |
![]() |
![]() |
||||||||||
1. Unleash the power of our people
|
2. Deliver
first-in-class
science
|
3. Transform our
go-to-market
model
|
4. Win the
digital race
in pharma
|
5. Lead the
conversation
|
||||||||||
OUR BIG IDEAS | ||||||||||||||
1.1
Create room for meaningful work
1.2
Recognize both leadership and performance
1.3
Make Pfizer an amazing workplace for all
|
2.1
Source the best science in the world
2.2
Double our innovation success rate
2.3
Bring medicines to the world faster
|
3.1
Improve access through new payer partnerships
3.2
Address the patient affordability challenge
3.3
Transform the way we engage patients and physicians
|
4.1
Digitize drug discovery and development
4.2
Enhance health outcomes and patient experience
4.3
Make our work faster and easier
|
5.1
Be known as the most patient-centric company
5.2
Drive pro-innovation/pro-patient policies
5.3
Focus the narrative on the value of our science
|
||||||||||
![]() |
![]() |
![]() |
![]() |
||||||||
Courage | Excellence | Equity | Joy |
A Letter from Pfizer’s
Chairman & Chief Executive Officer
|
||
To Our Shareholders:
2020 was a year like none other in Pfizer’s history – defined by bold decisions, even bolder actions and incredible results. With the separation of Upjohn, we created a company that was 20% smaller, but more focused than ever on delivering first-in-class science for the benefit of patients. Through our collaboration with BioNTech, we delivered a breakthrough COVID-19 vaccine in less than a year. And by harnessing the power of a variety of digital capabilities – as well as our own steadfast commitment to patients – we made sure that despite lockdowns and travel restrictions, we continued to reach more than 400 million patients worldwide with our medicines and vaccines.
To the outside world, it may have appeared that COVID-19 was the only thing we were working on in 2020, but that could not be further from the truth. Tens of thousands of Pfizer colleagues continued to advance equally important work across all of our therapeutic areas – recognizing that the needs of those suffering from other diseases were no less urgent.
|
![]()
Dr. Albert Bourla
|
A Letter from Pfizer’s Chairman & Chief Executive Officer
|
A Message from Pfizer’s
Lead Independent Director
|
||
Dear Shareholders:
On behalf of the Board of Directors, I thank you for your investment and confidence in Pfizer. It is a privilege to continue serving as your Lead Independent Director. While the past year presented unprecedented challenges, the Board remained steadfast in its oversight of Pfizer and commitment to carrying out its fiduciary responsibilities to you, our shareholders. It is my pleasure to update you on the Board’s various activities over the past year.
Pfizer’s Response to COVID-19
During 2020 and into 2021, the Board has been actively engaged in overseeing Pfizer’s response to the COVID-19 pandemic. When the pandemic first began to impact Pfizer, the Board supported management’s decisive actions to protect the wellness and safety of our colleagues, ensure the continued supply of our medicines and vaccines to patients around the world, and contribute to society medical solutions to the pandemic that may save lives.
|
![]()
Shantanu Narayen
|
A Message from Pfizer’s Lead Independent Director
|
Notice of 2021 Annual Meeting
and Proxy Statement
|
||
TIME AND DATE | RECORD DATE | VOTING YOUR SHARES IS QUICK AND EASY | ||||||||||||||||||
9:00 a.m., Eastern Daylight
Time (EDT), on Thursday,
April 22, 2021
|
You can vote your shares if you were a shareholder of record at the close of business on February 24, 2021. | |||||||||||||||||||
HOW TO VOTE
For registered holders and Pfizer Savings Plan (PSP) participants:
(Shares are registered in your name with Pfizer’s transfer agent, Computershare, or held in the PSP)
For beneficial owners:
(Shares are held in a stock brokerage account or by a bank or other holder of record)
|
||||||||||||||||||||
VIRTUAL MEETING ONLY—NO PHYSICAL MEETING LOCATION
|
REPLAY OF VIRTUAL ANNUAL MEETING | |||||||||||||||||||
In response to continued public health concerns related to the COVID-19 pandemic, and to support the health and well-being of our shareholders and other meeting participants, the 2021 Annual Meeting will be held in a virtual meeting format only. To access the virtual Annual Meeting, please visit www.meetingcenter.io/274898886.
If prompted for a password, please enter PFE2021.
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.
|
A replay of the Annual Meeting will be made publicly available 24 hours after the Meeting at https://investors.pfizer.com/events-and-presentations/default.aspx for one year. | |||||||||||||||||||
LIST OF REGISTERED SHAREHOLDERS ENTITLED TO VOTE AT THE VIRTUAL ANNUAL MEETING |
![]() |
BY TELEPHONE*
Registered holders and
PSP participants:
Within the U.S., U.S. territories & Canada
+1-800-652-VOTE (8683) —
toll-free
Outside of the U.S., U.S. territories &
Canada +1-781-575-2300 — standard rates apply
Beneficial owners:
+1-800-454-VOTE (8683) — toll-free
|
||||||||||||||||||
For information regarding how to access the names of registered shareholders entitled to vote at the Annual Meeting, see "
Annual Meeting Information - Voting
" later in this Proxy Statement.
|
||||||||||||||||||||
![]() |
BY INTERNET*
Registered holders and PSP participants:
www.investorvote.com/PFE
Beneficial owners:
www.proxyvote.com
|
|||||||||||||||||||
ITEMS OF BUSINESS | ||||||||||||||||||||
•
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.
•
To ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2021 fiscal year.
•
To conduct an advisory vote to approve our executive compensation.
•
To consider 3 shareholder proposals, if properly presented at the Meeting.
•
To transact any other business that properly comes before the Meeting and any adjournment or postponement of the Meeting.
|
||||||||||||||||||||
![]() |
BY MAIL
Registered holders and PSP participants:
Complete, sign and return the proxy card
Beneficial owners:
Complete, sign and return the voting instruction form
|
|||||||||||||||||||
![]() |
AT THE VIRTUAL ANNUAL MEETING*
Registered holders and PSP participants:
Follow the instructions available on the virtual Annual Meeting website. To access the virtual Annual Meeting, please visit www.meetingcenter.io/274898886. If prompted for a password, please enter PFE2021.
Beneficial owners:
See information regarding how beneficial owners can participate in the meeting and vote their shares in "
Annual
Meeting Information -
Ann
ual Meeting
"
later in this Proxy Statement.
|
|||||||||||||||||||
MATERIALS TO REVIEW
This booklet contains our Notice of 2021 Annual Meeting and Proxy Statement. Our 2020 Annual Report on Form 10-K is included as Appendix A and is followed by certain Corporate and Shareholder Information. None of Appendix A, the Corporate and Shareholder Information or the 2020 Patient Impact information on the back inside cover, are a part of our proxy solicitation materials.
This Notice of 2021 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 12, 2021.
![]()
Margaret M. Madden
Senior Vice President and Corporate Secretary,
Chief Governance Counsel
March 12, 2021
|
||||||||||||||||||||
*
You will need to provide your control number that appears on the right-hand side of the proxy card or voting instruction form.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 22, 2021
This Notice of 2021 Annual Meeting and Proxy Statement and the 2020 Annual Report on Form 10-K are available on our website at https://investors.pfizer.com/financials/annual-reports/default.aspx. Except as stated otherwise, information on our website is not considered part of this Proxy Statement.
|
||||||||||||||||||||
![]() |
![]() |
![]() |
||||||
~$41.9 BILLION
in Revenues in 2020
|
7
Products with Direct Product and/or
Alliance Revenues of Greater than
$1 Billion in 2020
|
>125
Countries Where We Sell
Our Products
|
||||||
![]() |
![]() |
![]() |
||||||
6
Primary Therapeutic Areas —
Internal Medicine,
Oncology, Hospital, Vaccines,
Inflammation & Immunology and
Rare Disease
|
~$9.4 BILLION
2020 R&D Expense
|
2
Distinct Businesses in 2020*
— Pfizer Biopharmaceuticals
Group and, through November 16, 2020,
Upjohn
|
||||||
![]() |
![]() |
![]() |
||||||
95
Projects in Clinical
Research & Development**
|
43
Manufacturing Sites Worldwide
Operated by Pfizer Global Supply
|
~78,500
Employees Globally
|
Table of Contents | ||
Proxy Statement Summary | |||||||||||||||||
Item 1 — Election of Directors | |||||||||||||||||
Criteria for Board Membership | |||||||||||||||||
Selection of Candidates | |||||||||||||||||
Retirement Policy | |||||||||||||||||
Our 2021 Director Nominees | |||||||||||||||||
Director Nominees | |||||||||||||||||
Governance | |||||||||||||||||
Overview | |||||||||||||||||
Board Information | |||||||||||||||||
Board Leadership Structure | |||||||||||||||||
The Board’s Role in Risk Oversight | |||||||||||||||||
The Board’s Oversight of Company Strategy and Response to COVID-19 | |||||||||||||||||
The Board’s Oversight of Company Culture and Diversity and Inclusion | |||||||||||||||||
The Board’s Role in Succession Planning | |||||||||||||||||
Process for Selecting New Director Nominees | |||||||||||||||||
Evaluation of Board Effectiveness | |||||||||||||||||
Board and Committee Information | |||||||||||||||||
Governance & Sustainability Committee Report | |||||||||||||||||
Regulatory and Compliance Committee Report | |||||||||||||||||
Shareholder Outreach | |||||||||||||||||
Environmental, Social and Governance | |||||||||||||||||
Public Policy Engagement and Political Participation | |||||||||||||||||
Pfizer Policies on Business Conduct | |||||||||||||||||
Other Governance Practices and Policies | |||||||||||||||||
Non-Employee Director Compensation | |||||||||||||||||
2020 Director Compensation Table | |||||||||||||||||
Securities Ownership | |||||||||||||||||
Beneficial Owners | |||||||||||||||||
Delinquent Section 16(a) Reports |
Related Person Transactions and Indemnification | ||||||||||||||
Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm | ||||||||||||||
Audit and Non-Audit Fees | ||||||||||||||
Audit Committee Report | ||||||||||||||
Item 3 — 2021 Advisory Approval of Executive Compensation | ||||||||||||||
Results of 2020 Advisory Vote on Executive Compensation | ||||||||||||||
2020 Pay-for-Performance | ||||||||||||||
2021 Advisory Vote on Executive Compensation | ||||||||||||||
Compensation Committee Report | ||||||||||||||
Executive Compensation | ||||||||||||||
Compensation Discussion and Analysis | ||||||||||||||
Table of Contents | ||||||||||||||
Executive Summary | ||||||||||||||
Compensation Tables | ||||||||||||||
Financial Measures | ||||||||||||||
Shareholder Proposals | ||||||||||||||
Item 4 — Independent Chair Policy | ||||||||||||||
Item 5 — Political Spending Report | ||||||||||||||
Item 6 — Access to COVID-19 Products | ||||||||||||||
Annual Meeting Information | ||||||||||||||
Annual Meeting | ||||||||||||||
Voting | ||||||||||||||
Proxy Materials | ||||||||||||||
Other Questions | ||||||||||||||
Other Business | ||||||||||||||
Submitting Proxy Proposals and Director Nominations for the 2022 Annual Meeting
|
|
|||||||||||||
Annex 1 — Corporate Governance Principles |
Proxy Statement Summary | ||
Voting Matters | Board Vote Recommendation | See page | ||||||
Item 1
— Election of Directors
|
FOR EACH NOMINEE | |||||||
Item 2
— Ratification of Selection of Independent Registered Public Accounting Firm
|
FOR | |||||||
Item 3
— 202
1
Advisory Approval of Executive Compensation
|
FOR | |||||||
Shareholder Proposals | ||||||||
Item 4
— Independent Chair Policy
|
AGAINST | |||||||
Item 5
—
Political Spending Report
|
AGAINST | |||||||
Item 6
— Access to COVID-19 Products
|
AGAINST |
Committee Memberships |
Other
Public
Boards
|
||||||||||||||||||||||||||||||||||
Name |
Age
(1)
|
Director
Since
|
Occupation and Experience | Independent | Audit | Compensation |
Governance &
Sustainability
|
Regulatory &
Compliance
|
Science &
Technology
|
||||||||||||||||||||||||||
Ronald E. Blaylock | 61 | 2017 | Founder, Managing Partner of GenNx360 Capital Partners | ü |
l
|
l | 3 | ||||||||||||||||||||||||||||
Albert Bourla,
DVM, Ph.D.
|
59 | 2018 | Chairman & Chief Executive Officer, Pfizer Inc. | – | |||||||||||||||||||||||||||||||
Susan Desmond-Hellmann, M.D., M.P.H.
|
63 | 2020 |
Senior Advisor and a Board member of the Gates Medical Research Institute.
Retired Chief Executive Officer of the Bill & Melinda Gates Foundation
|
ü | l | l | – | ||||||||||||||||||||||||||||
Joseph J. Echevarria | 64 | 2015 | Retired Chief Executive Officer, Deloitte LLP | ü | l | CHAIR | 3 | ||||||||||||||||||||||||||||
Scott Gottlieb, M.D. | 48 | 2019 | Special Partner of New Enterprise Associates, Inc.’s Healthcare Investment Team and Resident Fellow of the American Enterprise Institute | ü | CHAIR | l | 1 | ||||||||||||||||||||||||||||
Helen H. Hobbs,
M.D.
|
68 | 2011 | Investigator, Howard Hughes Medical Institute & Professor, University of Texas Southwestern Medical Center | ü | l | l | CHAIR | – | |||||||||||||||||||||||||||
Susan Hockfield,
Ph.D.
|
70 | 2020 | Professor of Neuroscience and President Emerita, Massachusetts Institute of Technology | ü | l | l | – | ||||||||||||||||||||||||||||
Dan R. Littman,
M.D., Ph.D.
|
68 | 2018 | Helen L. and Martin S. Kimmel Professor of Molecular Immunology at the Skirball Institute of Biomolecular Medicine of NYU Langone Medical Center & Investigator, Howard Hughes Medical Institute | ü | l | l | l | – | |||||||||||||||||||||||||||
Shantanu Narayen
Lead Independent Director
|
57 | 2013 | Chairman, President & Chief Executive Officer, Adobe Inc. | ü | 1 | ||||||||||||||||||||||||||||||
Suzanne Nora
Johnson
|
63 | 2007 | Retired Vice Chairman, Goldman Sachs Group, Inc. | ü | CHAIR | l | 2 | ||||||||||||||||||||||||||||
James Quincey | 56 | 2020 | Chairman and Chief Executive Officer, The Coca-Cola Company | ü | l | 1 | |||||||||||||||||||||||||||||
James C. Smith
|
61 | 2014 | Chairman of Thomson Reuters Foundation; Retired President & Chief Executive Officer, Thomson Reuters Corporation | ü | l | CHAIR | – |
Pfizer |
2021 PROXY STATEMENT
|
1
|
Proxy Statement Summary |
BOARD TENURE | BOARD DIVERSITY | ||||
![]() |
![]() |
||||
Average Director tenure is
5 years
|
4 of 12
Directors are female
3 of 12
Directors are ethnically diverse
|
KEY SKILLS AND EXPERIENCE
|
||||||||||||||||||||||||||||||||
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||||||||||||||||||||||
BUSINESS
LEADERSHIP &
OPERATIONS
|
INTERNATIONAL
BUSINESS
|
MEDICINE
& SCIENCE
|
RISK
MANAGEMENT
|
HEALTHCARE
& PHARMA
|
GOVERNMENT
& PUBLIC
POLICY
|
HUMAN
CAPITAL
MANAGEMENT
|
TECHNOLOGY
|
FINANCE &
ACCOUNTING
|
ACADEMIA
|
|||||||||||||||||||||||
Ronald E. Blaylock | l | l | l | |||||||||||||||||||||||||||||
Albert Bourla, DVM, Ph.D. | l | l | l | l | l | |||||||||||||||||||||||||||
Susan Desmond-Hellmann, M.D., M.P.H. | l | l | l | l | l | |||||||||||||||||||||||||||
Joseph J. Echevarria | l | l | l | l | l | |||||||||||||||||||||||||||
Scott Gottlieb, M.D. | l | l | l | |||||||||||||||||||||||||||||
Helen H. Hobbs, M.D. | l | l | l | |||||||||||||||||||||||||||||
Susan Hockfield, Ph.D. | l | l | l | l | ||||||||||||||||||||||||||||
Dan R. Littman, M.D., Ph.D. | l | l | l | |||||||||||||||||||||||||||||
Shantanu Narayen | l | l | l | l | l | l | ||||||||||||||||||||||||||
Suzanne Nora Johnson | l | l | l | l | l | |||||||||||||||||||||||||||
James Quincey | l | l | l | l | l | |||||||||||||||||||||||||||
James C. Smith | l | l | l | l |
2
|
Pfizer
|
2021 PROXY STATEMENT
|
Proxy Statement Summary |
SHAREHOLDER RIGHTS AND ACCOUNTABILITY | ||||||||
•
Annual election of all Directors
•
Majority voting to elect Directors
•
Shareholder ability to call Special Meetings (10% ownership threshold)
|
•
Proxy access rights to holders owning at least 3% of outstanding shares for 3 years
•
Robust shareholder engagement program
|
|||||||
BOARD AND COMMITTEE OVERSIGHT | ||||||||
•
Corporate strategy
•
Human capital management; diversity and inclusion
•
Risk assessment and risk management
|
•
Corporate political expenditures and lobbying activities
•
Cybersecurity; drug pricing, access and reimbursement; and environmental, social and governance matters
|
|||||||
INDEPENDENCE | ||||||||
•
11 of our 12 Director nominees are independent
•
Our Chairman and CEO is the only non-independent Director
|
•
All key Board Committee members are independent
|
|||||||
LEAD INDEPENDENT DIRECTOR | ||||||||
•
Presides at regular executive sessions of independent Directors
•
Serves as an ex-officio member of each Committee and regularly attends meetings of the various Committees
|
•
Leads annual independent Director evaluation of Chairman and CEO
•
Serves as liaison between the independent Directors and the Chairman and CEO
|
|||||||
BOARD PRACTICES | ||||||||
•
Annual Board and Committee evaluations
•
Director orientation and continuing Director education on key topics and issues
|
•
Mandatory Retirement Policy at age 73, absent special circumstances
•
Code of Business Conduct and Ethics for Members of the Board of Directors
|
|||||||
PAY-FOR-PERFORMANCE | ||||||||
•
Executive compensation program strongly links pay and performance
•
Compensation Committee reviews the goal-setting processes to ensure targets are rigorous, yet attainable, thereby incentivizing performance
|
•
Significant percentage of total target compensation is "at-risk" through short- and long-term incentive awards
•
Compensation Committee structures our compensation program to align targets and goals with our overall business strategy and objectives
|
|||||||
ROBUST STOCK OWNERSHIP REQUIREMENTS | ||||||||
•
CEO, Named Executive Officers (NEOs) and Directors are subject to robust Pfizer stock ownership requirements:
|
•
CEO: 6x base salary
•
Other NEOs: 4x base salary
•
Non-employee Directors: 5x annual cash retainer
|
Pfizer |
2021 PROXY STATEMENT
|
3
|
Proxy Statement Summary |
![]() |
TO ACHIEVE THESE OBJECTIVES:
•
We position total direct compensation and each compensation element at approximately the median of our Pharmaceutical Peer and General Industry Comparator Groups.
•
We align annual short-term incentive awards with annual operating, financial and strategic objectives.
•
We align long-term incentive awards with the interests of our shareholders by delivering value based on operating results and absolute and relative shareholder return, encouraging stock ownership and promoting retention of key talent.
•
We ensure that a significant portion of the total compensation opportunity for our executives is "at-risk" through both our short- and long-term incentive awards, the payout of which is directly related to the achievement of pre-established performance metrics directly tied to our business goals and strategies and, for long-term incentive awards, Pfizer’s total shareholder return (TSR).
|
||||
4
|
Pfizer
|
2021 PROXY STATEMENT
|
Proxy Statement Summary |
Element | Type/Description | Objective | ||||||
Salary
(Cash)
|
The fixed amount of compensation for performing day-to-day responsibilities is set based on market data, job scope and responsibilities, and experience
|
Provides competitive level of fixed compensation that helps to attract and retain high-performing executive talent | ||||||
Annual Short-Term
Incentive/Global
Performance Plan (GPP)
(Cash)
|
Our annual incentive plan pool is funded based on performance against Pfizer’s short-term financial goals (revenue, adjusted diluted earnings per share (EPS) and cash flow from operations). This result is modified by the progress on our pipeline. Individual awards are based on operating unit/function and individual performance measured over the performance year
2020 Performance Metrics
![]() |
Provides incentives for achieving short-term results that create sustained future growth and long-term shareholder value | ||||||
Annual Long-Term
Incentive Compensation
(100% Performance-Based
Equity)
|
•
5-Year Total Shareholder Return Units (TSRUs)
•
7-Year Total Shareholder Return Units (TSRUs)
•
Performance Share Awards (PSAs)
2020 LTI Mix
![]() |
TSRUs provide direct alignment with shareholders as awards are tied to absolute total shareholder return over a five- or seven-year period
PSAs align executive compensation to operational goals through performance against Adjusted Net Income* over three one-year periods and relative performance measured by TSR as compared to the NYSE Arca Pharmaceutical Index (DRG Index) over a three-year performance period
|
||||||
Pfizer |
2021 PROXY STATEMENT
|
5
|
Proxy Statement Summary |
2020 Target Total Direct Compensation for
Albert Bourla (CEO)
|
2020 Target Total Direct Compensation (Average) for
Other NEOs
|
||||
![]() |
![]() |
What We Do | What We Do Not Do | |||||||||||||
ü
Risk Mitigation
ü
Compensation Recovery/Clawback
ü
Stock Ownership Requirements
ü
Minimum Stock Vesting Required
ü
Robust Investor Outreach
ü
Independent Compensation Consultation
|
û
Hedging or Pledging
û
Employment Agreements
û
Change in Control Agreements
û
Repricing
û
"Gross-Ups" For Excise Taxes or Perquisites
|
|||||||||||||
For additional information about Pfizer, please view our 2020 Annual Report on Form 10-K (see "Appendix A
"
) and our 2020 Annual Review at www.pfizer.com/annual. Please note that neither our 2020 Annual Report on Form 10-K, nor our 2020 Annual Review is a part of our proxy solicitation materials.
|
||
6
|
Pfizer
|
2021 PROXY STATEMENT
|
Item 1 – Election of Directors
|
||
![]() |
GENERAL CRITERIA
•
Proven integrity and independence, with a record of substantial achievement in an area of relevance to Pfizer
•
Ability 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
|
||||
![]() |
||||||||||||||||||||
DIRECTOR SKILLS CRITERIA | ||||||||||||||||||||
![]() |
Business Leadership & Operations |
![]() |
Healthcare & Pharma |
![]() |
Technology | |||||||||||||||
![]() |
International Business |
![]() |
Government & Public Policy |
![]() |
Finance & Accounting | |||||||||||||||
![]() |
Medicine & Science |
![]() |
Human Capital Management |
![]() |
Academia | |||||||||||||||
![]() |
Risk Management | |||||||||||||||||||
Pfizer |
2021 PROXY STATEMENT
|
7
|
Item 1 – Election of Directors
Selection of Candidates
|
Vote |
ü
|
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE ELECTION OF EACH OF THESE NOMINEES AS DIRECTOR.
|
||||||
8
|
Pfizer
|
2021 PROXY STATEMENT
|
Item 1 – Election of Directors
Director Nominees
|
![]() |
Ronald E. Blaylock |
AGE:
61
|
||||||||||||||||||||||||||||||
DIRECTOR SINCE:
2017
|
||||||||||||||||||||||||||||||||
BOARD COMMITTEES: | Audit and Compensation | |||||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Business Leadership & Operations |
![]() |
Risk Management |
![]() |
Finance & Accounting | ||||||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS: | Advantage Solutions Inc., CarMax, Inc., and W.R. Berkley Corporation | |||||||||||||||||||||||||||||||
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 on issues of importance relating to finance to the Board.
|
||
![]() |
Albert Bourla, DVM, Ph.D. |
AGE:
59
|
||||||||||||||||||||||||||||||||||||
Chairman and Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||
DIRECTOR SINCE:
2018
|
||||||||||||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Business Leadership & Operations |
![]() |
Human Capital Management | ||||||||||||||||||||||||||||||||||
![]() |
International Business |
![]() |
Healthcare & Pharma |
![]() |
Medicine & Science | |||||||||||||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS: | None | |||||||||||||||||||||||||||||||||||||
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 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 experiences on the Board of PhRMA enable him to bring a broad perspective on issues facing our industry to the Board.
Medicine & Science:
Dr. Bourla brings expertise in medicine and science to the Board as he is a Doctor of Veterinary Medicine and holds a Ph.D. in the Biotechnology of Reproduction from the Veterinary School of Aristotle University.
|
||
Pfizer |
2021 PROXY STATEMENT
|
9
|
Item 1 – Election of Directors
Director Nominees
|
![]() |
Susan Desmond-Hellmann, M.D., M.P.H. |
AGE:
63
|
||||||||||||||||||||||||||||||||||||
DIRECTOR SINCE:
2020
|
||||||||||||||||||||||||||||||||||||||
BOARD COMMITTEES: | Governance & Sustainability and Science and Technology | |||||||||||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Business Leadership & Operations |
![]() |
Medicine & Science |
![]() |
Healthcare & Pharma | ||||||||||||||||||||||||||||||||
![]() |
Academia |
![]() |
Technology | |||||||||||||||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS:
None
|
||||||||||||||||||||||||||||||||||||||
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 and as former President of Product Development at Genentech.
Medicine & Science/Healthcare & Pharma/Academia:
Dr. Desmond-Hellmann’s background reflects significant achievements in medicine, healthcare and academia. Dr. Desmond-Hellmann brings expertise in medicine and science from her leadership roles in product development and clinical cancer research. Through her experiences at a biotechnology and 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 experiences at Genentech and as a director on other public company boards, including a public technology company.
|
||
10
|
Pfizer
|
2021 PROXY STATEMENT
|
Item 1 – Election of Directors
Director Nominees
|
![]() |
Joseph J. Echevarria |
AGE:
64
|
||||||||||||||||||||||||||||||||||||
DIRECTOR SINCE:
2015
|
||||||||||||||||||||||||||||||||||||||
BOARD COMMITTEES: | Audit and Governance & Sustainability (Chair) | |||||||||||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Business Leadership & Operations |
![]() |
International Business |
![]() |
Risk Management | ||||||||||||||||||||||||||||||||
![]() |
Finance & Accounting |
![]() |
Government & Public Policy | |||||||||||||||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS: | The Bank of New York Mellon Corporation, Unum Group and Xerox Corporation | |||||||||||||||||||||||||||||||||||||
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 risk management skills to the Board.
Finance & Accounting:
Mr. Echevarria’s financial acumen, including his significant previous 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 and 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.
|
||
![]() |
Scott Gottlieb, M.D. |
AGE:
48
|
||||||||||||||||||||||||||||||
DIRECTOR SINCE:
2019
|
||||||||||||||||||||||||||||||||
BOARD COMMITTEES: | Regulatory and Compliance (Chair) and Science and Technology | |||||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Government & Public Policy |
![]() |
Medicine & Science |
![]() |
Healthcare & Pharma | ||||||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS: | Illumina, Inc. | |||||||||||||||||||||||||||||||
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 time at the FDA, Dr. Gottlieb has demonstrated an understanding of patient needs, the public policy environment and the rapidly changing dynamics of biopharmaceutical research and development.
|
||
Pfizer |
2021 PROXY STATEMENT
|
11
|
Item 1 – Election of Directors
Director Nominees
|
![]() |
Helen H. Hobbs, M.D. |
AGE:
68
|
|||||||||||||||||||||||||||
DIRECTOR SINCE:
2011
|
|||||||||||||||||||||||||||||
BOARD COMMITTEES: | Governance & Sustainability, Regulatory and Compliance, and Science and Technology (Chair) | ||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Academia |
![]() |
Medicine & Science |
![]() |
Healthcare & Pharma | |||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS:
None
|
|||||||||||||||||||||||||||||
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.
|
||
![]() |
Susan Hockfield, Ph.D. |
AGE:
70
|
||||||||||||||||||||||||||||||
DIRECTOR SINCE:
2020
|
||||||||||||||||||||||||||||||||
BOARD COMMITTEES: | Regulatory and Compliance and Science and Technology | |||||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Academia |
![]() |
Business Leadership & Operations |
![]() |
Government & Public Policy | ||||||||||||||||||||||||||
![]() |
Medicine & Science | |||||||||||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS: | None | |||||||||||||||||||||||||||||||
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 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 MIT since 2004. 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-elect, President, and Chair of the American Association for the Advancement of Science.
|
||
12
|
Pfizer
|
2021 PROXY STATEMENT
|
Item 1 – Election of Directors
Director Nominees
|
![]() |
Dan R. Littman, M.D., Ph.D. |
AGE:
68
|
|||||||||||||||||||||||||||
DIRECTOR SINCE:
2018
|
|||||||||||||||||||||||||||||
BOARD COMMITTEES: | Governance & Sustainability, Regulatory and Compliance and Science and Technology | ||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Medicine & Science |
![]() |
Healthcare & Pharma |
![]() |
Academia | |||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS:
None
|
|||||||||||||||||||||||||||||
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.
|
||
![]() |
Shantanu Narayen |
AGE:
57
|
|||||||||||||||||||||||||||||||||||||||
Lead Independent Director | |||||||||||||||||||||||||||||||||||||||||
DIRECTOR SINCE:
2013
|
|||||||||||||||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Business Leadership & Operations |
![]() |
International Business |
![]() |
Finance & Accounting | |||||||||||||||||||||||||||||||||||
![]() |
Human Capital Management |
![]() |
Technology |
![]() |
Risk Management | ||||||||||||||||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS:
Adobe Inc.
|
|||||||||||||||||||||||||||||||||||||||||
KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/International Business/Finance & Accounting/Human Capital Management:
Mr. Narayen’s experience as Chairman, President and CEO of 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.
|
||
Pfizer |
2021 PROXY STATEMENT
|
13
|
Item 1 – Election of Directors
Director Nominees
|
![]() |
Suzanne Nora Johnson |
AGE:
63
|
||||||||||||||||||||||||||||||||||||
DIRECTOR SINCE:
2007
|
||||||||||||||||||||||||||||||||||||||
BOARD COMMITTEES: | Audit (Chair) and Regulatory and Compliance | |||||||||||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Business Leadership & Operations |
![]() |
Risk Management |
![]() |
International Business | ||||||||||||||||||||||||||||||||
![]() |
Finance & Accounting |
![]() |
Healthcare & Pharma | |||||||||||||||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS: | Intuit Inc. and Visa Inc. | |||||||||||||||||||||||||||||||||||||
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, 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 and capital markets.
Healthcare & Pharma:
Ms. Nora Johnson’s extensive knowledge of healthcare through her role in healthcare investment banking and 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.
|
||
![]() |
James Quincey |
AGE:
56
|
||||||||||||||||||||||||||||||||||||
DIRECTOR SINCE:
2020
|
||||||||||||||||||||||||||||||||||||||
BOARD COMMITTEES: | Compensation | |||||||||||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Business Leadership & Operations |
![]() |
International Business |
![]() |
Finance & Accounting | ||||||||||||||||||||||||||||||||
![]() |
Technology |
![]() |
Human Capital Management | |||||||||||||||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS: | The Coca-Cola Company | |||||||||||||||||||||||||||||||||||||
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.
|
||
14
|
Pfizer
|
2021 PROXY STATEMENT
|
Item 1 – Election of Directors
Director Nominees
|
![]() |
James C. Smith |
AGE:
61
|
|||||||||||||||||||||||||||||||||
DIRECTOR SINCE:
2014
|
|||||||||||||||||||||||||||||||||||
BOARD COMMITTEES: | Audit and Compensation (Chair) | ||||||||||||||||||||||||||||||||||
KEY SKILLS: |
![]() |
Business Leadership & Operations |
![]() |
Finance & Accounting | |||||||||||||||||||||||||||||||
![]() |
Human Capital Management |
![]() |
International Business | ||||||||||||||||||||||||||||||||
OTHER CURRENT PUBLIC BOARDS: | None | ||||||||||||||||||||||||||||||||||
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 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.
|
||
Pfizer |
2021 PROXY STATEMENT
|
15
|
Governance
|
||
16
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Board Information
|
2020 ANNUAL REVIEW OF LEADERSHIP STRUCTURE | ||||||||
![]() |
||||||||
In April 2020, following the annual review by the Governance & Sustainability Committee and the other independent Directors, all of the independent Directors determined that the leadership structure that would best support the creation of long-term, sustainable value for our shareholders would be to maintain the current leadership structure, with Dr. Bourla as Chairman and Chief Executive Officer, and Mr. Narayen as Lead Independent Director. The independent Directors determined that having one leader in both the Chairman and CEO roles, with deep industry expertise and company knowledge, provides decisive and effective leadership. Dr. Bourla's strong leadership and expertise proved to be especially beneficial during the COVID-19 pandemic when Pfizer expeditiously launched its Five-Point Plan to collaborate across the healthcare ecosystem to address the COVID-19 global healthcare crisis and the development of our COVID-19 vaccine.
|
||||||||
OUR BOARD LEADERSHIP STRUCTURE IS FURTHER STRENGTHENED BY: | ||||||||
•
the
strong, independent oversight function exercised by our Board
— which consists entirely of independent Directors other than Dr. Bourla (see "
Director Independence
" below);
•
the
independent leadership provided by Pfizer’s Lead Independent Director
, who has robust, well-defined responsibilities under a Board-approved charter;
•
the
independence of all members of our key Board Committees
— Audit, Compensation, Governance & Sustainability, Regulatory and Compliance and Science and Technology;
•
the company’s
corporate governance principles, policies and practices
; 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, 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.
|
||||||||
EXECUTIVE SESSIONS
|
||
Executive sessions of the independent Directors generally take place at every regular Board meeting. Led by our Lead Independent Director, the independent Directors review and discuss, among other things, management succession planning, the criteria to evaluate the performance of the CEO and other members of senior management, the performance of the CEO against those criteria, and the compensation of the CEO and other members of senior management.
|
||
Pfizer |
2021 PROXY STATEMENT
|
17
|
Governance
Board Information
|
![]() |
||||||||
LEAD INDEPENDENT DIRECTOR | ||||||||
The position of Lead Independent Director at Pfizer has a clear mandate, significant authority and well-defined responsibilities under a Board-approved Charter. These responsibilities and authority include the following: | ||||||||
•
Lead Board meetings when the Chairman is not present
•
Lead executive sessions of the independent Directors
•
Serve as an ex-officio member of each Committee and regularly attend meetings of the various Committees
•
Call meetings of the independent Directors
•
Lead the independent Directors’ evaluation of the Chairman and CEO’s effectiveness, including assessing his ability to provide leadership and direction to the full Board
•
Serve as liaison between the independent Directors and the Chairman and CEO
•
Approve information sent to the Board, including the quality, quantity and timeliness of such information
•
Contribute to the development of and approve meeting agendas
•
Facilitate the Board’s approval of the number and frequency of Board meetings and approve meeting schedules to ensure sufficient time for discussion of all agenda items
•
Authorize the retention of outside advisors and consultants who report directly to the Board
•
Keep apprised of inquiries from shareholders and involved in correspondence responding to those inquiries, when appropriate
•
If requested by shareholders or other stakeholders, ensure that he is available, when appropriate, for consultation and direct communication
|
||||||||
The Charter of the Lead Independent Director can be found on our website at https://investors.pfizer.com/corporate-governance/the-pfizer-board-policies/default.aspx
.
|
||||||||
18
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Board Information
|
THE BOARD
The Board considers significant enterprise risk topics, including, among others, risks associated with our strategic plan, our capital structure, our research and development (R&D) activities, drug pricing, access and reimbursement, the COVID-19 pandemic, our ESG practices and human capital management. In addition, the Board 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. In 2020, ESG risks were integrated into the ERM process for the first time. The Committee’s meeting agendas throughout the year include discussions of individual risk areas, including areas posing potential reputational risk to Pfizer, as well as an annual summary of the ERM process. 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 Digital and Technology Officer.
|
REGULATORY AND COMPLIANCE COMMITTEE
The Regulatory and Compliance Committee is responsible for reviewing and overseeing Pfizer’s 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 environment factors that may affect our business operations, risk management, performance, or strategy. The Committee's primary responsibilities include overseeing and reviewing significant risks associated with Pfizer’s healthcare law compliance and quality programs and the status of compliance with applicable laws, regulations and internal procedures, the company's quality and compliance governance framework and culture of integrity.
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: (i) the company’s lobbying priorities and activities; (ii) company issues related to public policy, including political spending policies and practices; (iii) the company's ESG strategy and reporting; (iv) the company’s policies and practices related to its management of human capital resources, including talent management, culture, diversity and inclusion; and (v) emerging issues potentially affecting the reputation of the pharmaceutical industry and the company.
•
The Science and Technology Committee evaluates the soundness/risks associated with the technologies in which the company is investing.
|
|||||||||||||||||||||||||||
Pfizer |
2021 PROXY STATEMENT
|
19
|
Governance
Board Information
|
20
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Board Information
|
1.
NEEDS ASSESSMENT
Define skills & diversity criteria based on:
•
Gaps to fill from board turnover/succession planning
•
Evolving company demands
•
Results of Board evaluation
•
Management team priorities
|
![]() |
2.
IDENTIFICATION OF QUALIFIED CANDIDATES
Identify a list of candidates through:
•
Board member nominations
•
ELT nominations
•
Search agencies and recruiters
•
Shareholders and other sources
|
![]() |
3.
DUE DILIGENCE SCREENING
Review of qualifications:
•
Skills matrix
•
Integrity and independence requirements
•
Past experience and perspectives
•
Other positions the candidate holds
•
Diversity
|
||||||||||
![]() |
![]() |
|||||||||||||
5.
DECISION, NOMINATION, AND ONBOARDING
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.
|
![]() |
4.
INTERVIEWS OF SHORTLISTED CANDIDATES
Committee members, and, as appropriate, other Board members and management interview the shortlisted candidates.
|
||||||||||||
Pfizer |
2021 PROXY STATEMENT
|
21
|
Governance
Board Information
|
FEBRUARY
INITIATION OF PROCESS
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.
|
![]() |
FEBRUARY
EVALUATION FORMAT
During the Board and Committees’ evaluations, the Governance & Sustainability Committee reviews the effectiveness of the overall evaluation process and considers whether to:
•
incorporate individual Director evaluations into the process; or
•
conduct the evaluation through an external third-party provider.
The Committee also assesses other factors, including:
•
Director independence and qualifications to serve on various Committees; and
•
Committee Chair assignments and membership rotations.
|
||||||
![]() |
||||||||
DECEMBER
EVALUATION OUTCOME
The Governance & Sustainability Committee determined that the current process was effective and that no modifications to the existing process were warranted for 202
1
.
|
||||||||
![]() |
![]() |
|||||||
JUNE – DECEMBER
FOLLOW-UP
Any results requiring additional consideration are addressed at future Board and Committee meetings.
|
![]() |
BOARD: APRIL; COMMITTEES: JUNE
PRESENTATION OF EVALUATION RESULTS
•
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.
•
The results of each Committee evaluation are presented and discussed at subsequent Committee meetings for the relevant Committee.
|
||||||
22
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Board Information
|
Name | Audit | Compensation |
Governance &
Sustainability |
Regulatory &
Compliance |
Science &
Technology |
||||||||||||
Ronald E. Blaylock | l | l | |||||||||||||||
Albert Bourla, DVM, Ph.D. | |||||||||||||||||
Susan Desmond-Hellmann, M.D., M.P.H.
|
l | l | |||||||||||||||
Joseph J. Echevarria | l | CHAIR | |||||||||||||||
Scott Gottlieb, M.D. | CHAIR | l | |||||||||||||||
Helen H. Hobbs, M.D. | l | l | CHAIR | ||||||||||||||
Susan Hockfield, Ph.D.
|
l | l | |||||||||||||||
Dan R. Littman, M.D., Ph.D. | l | l | l | ||||||||||||||
Shantanu Narayen
(1)
|
|||||||||||||||||
Suzanne Nora Johnson | CHAIR | l | |||||||||||||||
James Quincey | l | ||||||||||||||||
James C. Smith | l | CHAIR | |||||||||||||||
Meetings in 2020 | 11 | 7 | 6 | 4 | 5 |
Pfizer |
2021 PROXY STATEMENT
|
23
|
Governance
Board Information
|
THE AUDIT COMMITTEE | |||||||||||
Chair:
Suzanne Nora Johnson
|
![]() |
The Audit Committee is primarily responsible for:
•
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;
•
reviewing and discussing the scope and results of the internal audit program; 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 Audit Committee also is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm.
The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm. The Audit Committee 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 44.
The Audit Committee Charter is available on our website at https://investors.pfizer.com/corporate-governance/ board-committees-and-charters/default.aspx.
|
|||||||||
Additional Committee Members:
Ronald E. Blaylock
Joseph J. Echevarria
James C. Smith
|
|||||||||||
Meetings Held in 2020: 11
•
All Members Are Independent and Financially Literate
•
All members qualify as "Audit Committee Financial Experts"
•
Governed by a Board-Approved Charter
|
THE COMPENSATION COMMITTEE | |||||||||||
Chair:
James C. Smith
|
![]() |
The Compensation Committee reviews and approves the company’s overall compensation philosophy and oversees the administration of Pfizer’s executive compensation and benefit programs, policies and practices. Its responsibilities also include:
•
establishing short- and long-term performance goals and objectives for the CEO and reviewing the goals approved by the CEO for our executive officers, including the NEOs identified in the 2020 Summary Compensation Table;
•
evaluating the performance and setting compensation for the CEO;
•
annually reviewing and approving Pfizer’s peer companies and data sources for purposes of evaluating our compensation competitiveness and mix of compensation elements;
•
reviewing and assessing annually, potential risks to the company from its compensation program and policies;
•
reviewing and approving annually, all compensation decisions for the company’s executive officers, including the NEOs; and
•
overseeing the administration of the company’s cash-based and equity-based compensation plans (including recommendations to the Board with respect to any new compensation plans) that are shareholder-approved and/or where participants include members of the ELT or Executive Long-Term Incentive (ELTI) members (including reviewing and approving equity grants), including consideration of pay equity and non-discrimination by gender or against protected groups.
Each Committee member is a "non-employee director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934 and an "outside director" as defined in Section 162(m) of the Internal Revenue Code.
The Compensation 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 New York Stock Exchange (NYSE) listing standards.
The Compensation Committee Charter is available on our website at https://investors.pfizer.com/corporate-governance/board-committees-and-charters/default.aspx.
Compensation Committee Interlocks and Insider Participation.
During 2020 and as of the date of this Proxy Statement, none of the members of the Compensation 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
|
|||||||||||
Meetings Held in 2020: 7
•
All Members Are Independent
•
Governed by a Board-Approved Charter
|
24
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Board Information
|
THE GOVERNANCE & SUSTAINABILITY COMMITTEE | |||||||||||
Chair:
Joseph J. Echevarria
|
![]() |
The Governance & Sustainability Committee oversees the practices, policies and procedures of the Board and its committees. Responsibilities include:
•
developing criteria for Board membership and Board succession planning;
•
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;
•
assessing Director and candidate independence;
•
considering possible conflicts of interest of Board members and senior executives;
•
reviewing related person transactions; and
•
monitoring the functions of the various Committees of the Board.
The Committee advises on the structure of Board meetings, recommends matters for consideration by the Board and also reviews, advises on and recommends Director compensation, which is approved by the full Board.
The Committee is directly responsible for:
•
overseeing the evaluations of the Board and its Committees;
•
reviewing our Corporate Governance Principles and Director Qualification Standards;
•
establishing and overseeing compliance with Director retirement policies; and
•
assisting management by reviewing the functions and outside activities of senior executives.
The Committee is also directly responsible for maintaining an informed status on:
•
the company’s lobbying priorities and activities; and
•
company issues related to public policy, including political spending policies and practices.
The Committee is also directly responsible for overseeing:
•
the company’s ESG strategy and reporting, and corporate citizenship matters; and
•
the company’s policies and practices related to its management of human capital resources, including talent management, culture, diversity and inclusion.
The Governance & Sustainability Committee Charter is available on our website at https://investors.pfizer.com/ corporate-governance/board-committees-and-charters/default.aspx.
|
|||||||||
Additional Committee Members:
Susan Desmond-Hellmann, M.D., M.P.H.
Helen H. Hobbs, M.D.
Dan R. Littman, M.D., Ph.D.
|
|||||||||||
Meetings Held in 2020: 6
•
All Members Are Independent
•
Governed by a Board-Approved Charter
|
THE REGULATORY AND COMPLIANCE COMMITTEE | |||||||||||
Chair:
Scott Gottlieb, M.D.
|
![]() |
The Regulatory and Compliance Committee’s primary responsibilities include:
•
assisting the Board with overseeing and reviewing Pfizer’s significant healthcare-related regulatory and compliance issues, including its compliance programs and the status of compliance with applicable laws, regulations and internal procedures;
•
overseeing Pfizer’s compliance with the obligations of the May 2018 U.S. Corporate Integrity Agreement;
•
consulting with management and evaluating information and reports on compliance-related activities and matters;
•
overseeing the company’s quality and compliance governance framework and risk management;
•
overseeing the integration and implementation of the company’s compliance programs in acquired entities;
•
overseeing the company's culture of integrity and the tone set by leaders throughout the organization; and
•
receiving information about current and emerging risks and regulatory and enforcement trends in healthcare-related areas that may affect the company’s business operations, performance or strategy.
The Committee makes recommendations to the Compensation Committee regarding the extent to which, if any, 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, cancelled or recovered.
The Regulatory and Compliance Committee Charter is available on our website at https://investors.pfizer.com/ corporate-governance/board-committees-and-charters/default.aspx.
|
|||||||||
Additional Committee Members:
Helen H. Hobbs, M.D.
Susan Hockfield, Ph.D.
Dan R. Littman, M.D., Ph.D.
Suzanne Nora Johnson
|
|||||||||||
Meetings Held in 2020: 4
•
All Members Are Independent
•
Governed by a Board-Approved Charter
|
Pfizer |
2021 PROXY STATEMENT
|
25
|
Governance
Board Information
|
THE SCIENCE AND TECHNOLOGY COMMITTEE | |||||||||||
Chair:
Helen H.
Hobbs, M.D.
|
![]() |
The Science and Technology Committee is responsible for periodically examining management’s strategic direction of and investment in the company’s biopharmaceutical R&D and technology initiatives. 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 emerging issues, assesses the performance of R&D leaders, and evaluates the sufficiency of review by external scientific experts.
The Science and Technology Committee Charter is available on our website at https://investors.pfizer.com/ corporate-governance/board-committees-and-charters/default.aspx.
|
|||||||||
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.
|
|||||||||||
Meetings Held in 2020: 5
•
All Members Are Independent
•
Governed by a Board-Approved Charter
|
26
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Governance & Sustainability Committee Report
|
Pfizer |
2021 PROXY STATEMENT
|
27
|
Governance
Regulatory and Compliance Committee Report
|
28
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Shareholder Outreach
|
CONNECT
Investor engagement supports our foundation and record of excellence in corporate governance.
|
![]() |
COLLABORATE
A collaborative approach fosters a mutual understanding of key governance priorities.
|
![]() |
COMMUNICATE
Investor feedback keeps the Board informed of shareholder sentiment and emerging issues.
|
||||||||||
COVID-19 Developments:
As expected, many discussions with investors focused on the company's response to the COVID-19 pandemic. Investors were interested in the Board's oversight role and the company's R&D process, including the company's decision to self-fund its vaccine development and manufacturing costs. Investors also inquired about the clinical trials process, including the diversity of participants, and our plans for manufacturing and distributing the vaccine. We also discussed the challenges to our business resulting from the pandemic, both in terms of colleague safety and operationally. Finally, we received questions about vaccine pricing and plans for distribution to low- and middle-income countries.
Action taken:
Investor feedback was shared with the Governance & Sustainability Committee and full Board. Information about Pfizer's response to the COVID-19 pandemic is available on our website at https://www.pfizer.com/science/coronavirus, as well as in our 2020 Annual Report on Form 10-K and other SEC filings. For information about our Board's level of involvement and oversight of the company's response to COVID-19, see “
The Board's Oversight of Company Strategy and Response to COVID-19
" above.
|
||
Business and ESG Strategy Update:
Investors requested an update regarding the company's business, including our response to the COVID-19 pandemic (discussed above). In addition, we provided information about our new innovation-focused, science-driven business model following the close of the transaction to spin-off our Upjohn business and combine it with Mylan to form Viatris. We also provided a high-level overview of our new ESG initiative, which is designed to integrate our ESG program with our overall corporate strategy. In these meetings we discussed proposed KPIs and how they align with Pfizer’s five Bold Moves.
Action taken:
Investor feedback was shared with the Governance & Sustainability Committee and full Board. Information concerning Pfizer’s business performance is available on the company’s website at www.pfizer.com and the 2020 Annual Report on Form 10-K. Pfizer provided enhanced ESG disclosures, including new KPIs, in the 2020 ESG Report and the 2020 Annual Review. Please note that our 2020 ESG Report and the 2020 Annual Review are not a part of our proxy solicitation materials.
|
Pfizer |
2021 PROXY STATEMENT
|
29
|
Governance
Shareholder Outreach
|
Human Capital:
Investors' interest in human capital related topics remains strong, especially regarding our diversity and inclusion initiatives and actions to address racial inequality. We received questions about plans to increase human capital disclosures, including EEO-1 data and median pay equity data in 2021. We shared updates about Pfizer’s diversity and inclusion initiatives, actions taken in response to racial inequality and recent updates to our opportunity parity goals.
Action taken:
W
e shared our plans with investors to disclose our Consolidated EEO-1 Reports in 2021 and beyond. In addition, i
nvestor feedback was shared with the Governance & Sustainability Committee and full Board.
For additional information concernin
g the results of our pay equity study and opportunity parity, please view Pfizer’s 2020 Annual Review and 2020 ESG Report at www.pfizer.com/annual. Please note that our 2020 Annual Review and 2020 ESG Report are not a part of our proxy solicitation materials. We also provide disclosure regarding Board and Committee oversight of company culture and diversity and inclusion in "
The
Board’s Oversight of Company Culture
and Diversity and Inclusion
" section earlier in this Proxy Statement.
|
||
Board Composition:
Board composition remains a topic of interest as investors inquired about changes to the Board's composition, including efforts to increase gender and ethnic diversity. We discussed Board refreshment, specifically the addition of four new Board members in 2019 and 2020, including three scientists (two of whom are female) and one global business leader. Further, we discussed the resignations of Messrs. Cornwell and Kilts, who resigned from the Board following the close of the Upjohn/Mylan transaction, to serve on the board of the new company, Viatris.
Action taken:
Investor feedback was shared with the Governance & Sustainability Committee and the full Board. See disclosures regarding Board composition, Board Committee refreshment and Director skills throughout this Proxy Statement.
|
Virtual Shareholder Meetings:
In response to public health concerns related to the COVID-19 pandemic, Pfizer held its 2020 Annual Meeting of Shareholders in a virtual-only format. During discussions with investors, we requested their feedback on the company's 2020 virtual meeting. The majority of investors we asked viewed the format favorably. However, we also heard less favorable views from investors who experienced technical challenges while either accessing Pfizer's or other companies' virtual annual meetings or during the question and answer portion of such virtual annual meetings.
Action taken:
Investor feedback was shared with the Governance & Sustainability Committee and the full Board and will be taken into consideration during the planning of Pfizer's 2021 Annual Meeting of Shareholders, which will be conducted virtually due to ongoing COVID-19 health concerns. We designed the format of the 2021 virtual-only 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. We were pleased that our 2020 virtual Annual Meeting allowed for greater participation by our shareholders, regardless of their geographic location. This factor will be considered when planning future Annual Meetings.
|
||
Executive Compensation:
We also discussed elements of our executive compensation program with investors. Some asked whether the Compensation Committee had considered any changes to the program in response to COVID-19. We responded that other than adding a pipeline metric effective for 2020 following shareholder feedback and Compensation Committee discussions in 2019, no additional changes were planned. We also received several questions about our plans to incorporate any ESG factors into executive pay. We explained the Compensation Committee has considered ESG metrics and will continue to do so in connection with Pfizer’s ESG strategy. In addition, at the request of a group of investors, we participated in a working group to discuss incentive pay deferral as an element of corporate governance and compensation policy for the pharmaceutical industry.
Action taken:
Investor feedback was shared with the Compensation Committee. The Committee is aware of the importance of ESG factors, and continues to evaluate the possibility of including ESG metrics into Pfizer’s executive pay programs. These factors are already incorporated, when appropriate, into certain Pfizer colleagues' performance goals. In addition, we agreed to enhance our Compensation Discussion and Analysis (CD&A) disclosure around the ability to recover certain equity awards granted under our long-term incentive program, after vesting, but prior to settlement or payment for actions by the executive that the Committee determines to be detrimental to the Company. See the "
Compensation Discussion and Analysis
" section later in this Proxy Statement.
|
||
Lobbying Activities:
We also sought investor feedback on the company’s practices and existing disclosures regarding our lobbying activities. Most investors were satisfied with our current disclosures and practices, including Board and Committee oversight; however, several investors indicated that additional disclosures may be useful.
Action taken:
I
nvestor feedback was shared with the Governance & Sustainability Committee and full Board. In late 2020, Pfizer enhanced the lobbying activities disclosures on its website to include the portion of dues that trade associations indicated was used for Federal Lobbying Activity. The company plans to update this disclosure annually. See https://www.pfizer.com/purpose/contributions-partnerships/political-partnerships.
|
||
30
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Shareholder Outreach
|
Pfizer |
2021 PROXY STATEMENT
|
31
|
Governance
Environmental, Social and Governance
|
32
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Public Policy Engagement and Political Participation
|
Pfizer is also a member of several industry and trade groups, including the Pharmaceutical Research and Manufacturers of America, the National Association of Manufacturers, the Biotechnology Innovation Organization, the U.S. Chamber of Commerce and the Business Roundtable. These organizations, along with the others to which we belong, represent both the pharmaceutical industry and the business community at large in an effort to bring about consensus on broad policy issues that can impact our business. Our support of these organizations and any tax-exempt organizations that write and endorse model legislation, is evaluated annually by the company’s U.S. Government Relations leaders based on these organizations’ expertise in healthcare policy and advocacy and support of key issues of importance to Pfizer. In addition to their positions on healthcare policy issues, we realize these organizations may engage in a broad range of other issues that extend beyond the scope of issues which are of primary importance to Pfizer. Pfizer’s participation as a member of these groups comes with the understanding that we may not always agree with the positions of the organization and/or its members. If concerns arise about a particular issue, we are able to convey our concerns, as appropriate, through our colleagues who serve on the boards and committees of these groups. We believe value exists in making sure our positions on issues important to Pfizer and our industry are communicated and understood within those organizations.
|
Our support of these organizations is evaluated annually by the company’s U.S. Government Relations leaders based on these organizations’ expertise in healthcare policy and advocacy and support of key issues of importance to Pfizer.
|
To view Pfizer’s policy positions on key topics, please view https://www.pfizer.com/purpose/health-policy/policy-positions.
|
||
Pfizer |
2021 PROXY STATEMENT
|
33
|
Governance
Public Policy Engagement and Political Participation
|
CORPORATE POLITICAL CONTRIBUTIONS
Pfizer complies fully with all federal, state and local laws and reporting requirements governing corporate political contributions. We also request that trade associations receiving total payments of $100,000 or more from Pfizer annually report the portion of Pfizer dues or payments used for expenditures or contributions that, if made directly by Pfizer, would not be deductible under Section 162(e)(1)(B) of the Internal Revenue Code. All corporate political contributions are published annually in the PAC and Corporate Political Contributions report in compliance with Pfizer corporate policy. WithumSmith & Brown, PC, a certified public accounting and advisory firm, audits the report every two years, at the end of each federal election cycle.
We regularly discuss our political contributions reporting practices with investors and other stakeholders to help ensure that our disclosures continue to meet their needs. Shareholder engagement has influenced our level of disclosure and helped us create or modify corporate policies related to political expenditures.
|
||||||||||||||
INDEPENDENT EXPENDITURES
|
||||||||||||||
•
We have adopted a strict policy precluding Pfizer from making direct independent expenditures in connection with any federal or state election.
|
Our company does not make direct independent expenditures. An independent expenditure is the use of corporate treasury funds to pay for a television, print or social media communication that expressly advocates the election or defeat of a clearly identified candidate. | |||||||||||||
POLICIES AND PROCEDURES FOR APPROVAL AND OVERSIGHT OF CORPORATE AND PAC POLITICAL EXPENDITURES
|
||||||||||||||
•
The PAC Steering Committee evaluates candidates to whom we contribute on the basis of their views on issues that impact not only Pfizer, but our patients as well. The Committee also takes note of whether Pfizer facilities or colleagues reside in a candidate’s district or state.
•
All PAC and corporate contribution requests are shared with the Pfizer Political Contributions Policy Committee (PCPC), which is co-chaired by the Chief Corporate Affairs Officer and the Chief Compliance Officer and composed of senior leaders from different divisions in the organization.
|
The PAC is a non-partisan employee-run organization that provides opportunities for employees to participate in the American political process. All corporate and PAC political spending decisions undergo a rigorous review process conducted by the PAC Steering Committee. The PAC Steering Committee is composed of colleagues from various divisions throughout the company to help ensure that each contribution we make advances our business objectives and is not based on the political preferences or views of any individual colleague within Pfizer. | |||||||||||||
34
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Pfizer Policies on Business Conduct
|
FEDERAL LOBBYING
Compliant with Honest Leadership and Open Government Act of 2007
|
•
We file quarterly reports on our federal lobbying activity in compliance with the Honest Leadership and Open Government Act of 2007. In addition to Pfizer’s federal lobbying activity, the amount we report also includes the amount spent on federal lobbying activity by trade associations of which Pfizer is a member.
•
These reports may be viewed at https://lda.senate.gov/system/public/
•
In late 2020, Pfizer enhanced the lobbying activities disclosures on its website to include the portion of dues trade associations indicated was used for Federal Lobbying Activity. See https://www.pfizer.com/purpose/contributions-partnerships/political-partnerships.
|
|||||||
STATE LOBBYING
Compliant with state registration and reporting requirements
|
•
In all states where we operate, we are fully compliant with state registration and reporting requirements.
•
Links to states’ reporting entities, where state lobbying reports are filed, may be accessed via the company’s website at: https://www.pfizer.com/purpose/contributions-partnerships/political-partnerships.
|
Pfizer |
2021 PROXY STATEMENT
|
35
|
Governance
Other Governance Practices and Policies
|
36
|
Pfizer
|
2021 PROXY STATEMENT
|
Governance
Other Governance Practices and Policies
|
Pfizer |
2021 PROXY STATEMENT
|
37
|
Non-Employee Director Compensation
|
||
Position | Cash Retainers | Pfizer Stock Units | ||||||
Board Member | $142,500 | $192,500 | ||||||
Chair of Each Board Committee | $30,000 | – | ||||||
Lead Independent Director | $50,000 | – |
38
|
Pfizer
|
2021 PROXY STATEMENT
|
Non-Employee Director Compensation
|
Pfizer |
2021 PROXY STATEMENT
|
39
|
Non-Employee Director Compensation
2020 Director Compensation Table
|
Name |
Fees Earned
or Paid in Cash
($)
|
Equity/Stock
Awards
(1)
($)
|
All Other
Compensation
(2)
($)
|
Total
($)
|
||||||||||
Ronald E. Blaylock | 142,500 | 192,500 | — | 335,000 | ||||||||||
W. Don Cornwell
(3)
|
150,938 | 192,500 | 20,000 | 363,438 | ||||||||||
Susan Desmond-Hellmann, M.D., M.P.H.
(1)(3)
|
106,875 | 204,135 | — | 311,010 | ||||||||||
Joseph J. Echevarria | 172,500 | 192,500 | — | 365,000 | ||||||||||
Scott Gottlieb, M.D.
|
146,087 | 192,500 | — | 338,587 | ||||||||||
Helen H. Hobbs, M.D. | 172,500 | 192,500 | 20,000 | 385,000 | ||||||||||
Susan Hockfield, Ph.D.
(1)
(3)
|
117,401 | 219,471 | 1,000 | 337,872 | ||||||||||
James M. Kilts
(3)
|
124,688 | 192,500 | 20,000 | 337,188 | ||||||||||
Dan R. Littman, M.D., Ph.D. | 142,500 | 192,500 | 5,461 | 340,461 | ||||||||||
Shantanu Narayen | 192,500 | 192,500 | 15,000 | 400,000 | ||||||||||
Suzanne Nora Johnson | 172,500 | 192,500 | — | 365,000 | ||||||||||
James Quincey
(1)(3)
|
119,425 | 222,215 | 20,000 | 361,640 | ||||||||||
James C. Smith | 172,500 | 192,500 | — | 365,000 |
40
|
Pfizer
|
2021 PROXY STATEMENT
|
Securities Ownership
|
||
Number of Shares or Units | ||||||||||||||
Beneficial Owners | Common Stock | Stock Units | ||||||||||||
Ronald E. Blaylock | 13,000 | 30,607 |
(3)
|
|||||||||||
Albert Bourla, DVM, Ph.D. | 85,387 |
(1)
|
322,198 |
(4)
|
||||||||||
Frank A. D’Amelio | 425,250 | — |
(4)
|
|||||||||||
Susan Desmond-Hellmann, M.D., M.P.H. | 3,408 |
(2)
|
5,908 |
(3)
|
||||||||||
Mikael Dolsten, M.D., Ph.D. | 70,605 |
(1)
|
249,258 |
(4)
|
||||||||||
Joseph J. Echevarria | — | 64,777 |
(3)
|
|||||||||||
Scott Gottlieb, M.D. | 4,000 | 9,786 |
(3)
|
|||||||||||
Helen H. Hobbs, M.D. | — | 78,346 |
(3)
|
|||||||||||
Susan Hockfield, Ph.D. | — | 6,543 |
(3)
|
|||||||||||
Angela Hwang | 55,570 |
(1) (2)
|
18,588 |
(4)
|
||||||||||
Dan R. Littman, M.D., Ph.D. | — | 23,300 |
(3)
|
|||||||||||
Shantanu Narayen | — | 89,316 |
(3)
|
|||||||||||
Suzanne Nora Johnson | 10,000 | 77,849 |
(3)
|
|||||||||||
James Quincey | — | 10,283 |
(3)
|
|||||||||||
James C. Smith | 3,542 |
(2)
|
78,594 |
(3)
|
||||||||||
John D. Young | 398,494 |
(1)
|
122,770 |
(4)
|
||||||||||
All Directors and Executive Officers as a Group (23) | 1,475,042 | 1,386,634 |
Pfizer |
2021 PROXY STATEMENT
|
41
|
Securities Ownership
Delinquent Section 16(a) Reports
|
Name and Address of Beneficial Owner |
Shares of Pfizer
Common Stock |
Percent of Class | |||||||||
The Vanguard Group
(1)
100 Vanguard Boulevard
Malvern, PA 19355
|
447,958,747 |
(1)
|
8.06% | ||||||||
BlackRock, Inc.
(2)
55 East 52nd Street
New York, NY 10055
|
396,973,512 |
(2)
|
7.10% | ||||||||
State Street Corporation
(3)
State Street Financial Center
One Lincoln Street
Boston, MA 02111
|
279,831,373 |
(3)
|
5.03% |
42
|
Pfizer
|
2021 PROXY STATEMENT
|
Related Person Transactions and Indemnification | ||
Pfizer |
2021 PROXY STATEMENT
|
43
|
Item 2 – Ratification of Selection of Independent Registered Public Accounting Firm
|
||
Vote |
ü
|
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021.
|
||||||
44
|
Pfizer
|
2021 PROXY STATEMENT
|
Item 2 – Ratification of Selection of Independent Registered Public Accounting Firm
Audit and Non-Audit Fees
|
2020 | 2019 | |||||||||||||
Audit fees
(1)
|
$ | 28,999,000 | $ | 41,022,000 | ||||||||||
Audit-related fees
(2)
|
1,006,000 | 999,000 | ||||||||||||
Tax fees
(3)
|
2,811,000 | 4,510,000 | ||||||||||||
All other fees
(4)
|
0 | 0 | ||||||||||||
Total | $ | 32,816,000 | $ | 46,531,000 |
Pfizer |
2021 PROXY STATEMENT
|
45
|
Audit Committee Report
|
||
46
|
Pfizer
|
2021 PROXY STATEMENT
|
Item 3 – 2021 Advisory Approval of
Executive Compensation
|
||
Pfizer |
2021 PROXY STATEMENT
|
47
|
Item 3 – 2021 Advisory Approval of Executive Compensation
2021 Advisory Vote on Executive Compensation
|
Vote |
ü
|
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
|
||||||
48
|
Pfizer
|
2021 PROXY STATEMENT
|
Compensation Committee Report
|
||
Pfizer |
2021 PROXY STATEMENT
|
49
|
Executive Compensation
|
||
Adjusted Diluted EPS | Non-GAAP Adjusted Diluted Earnings Per Share | ||||
Biopharma | Pfizer Biopharmaceuticals Group | ||||
CD&A | Compensation Discussion and Analysis included in this Proxy Statement | ||||
Committee | Compensation Committee of the Board of Directors | ||||
DCP | Pfizer Inc. Deferred Compensation Plan | ||||
DRG or DRG Index | NYSE Arca Pharmaceutical Index – An index of publicly traded pharmaceutical companies | ||||
ELT | Executive Leadership Team – CEO and the other Executive Officers | ||||
GAAP | Generally Accepted Accounting Principles in effect in the U.S. | ||||
GBP | British pound | ||||
GPP | Global Performance Plan – Annual Incentive Award Program (bonus), reported in the SCT as "Non-Equity Incentive Plan Compensation" | ||||
GRD | Greek drachma | ||||
IRC or the Code | The Internal Revenue Code of 1986, as amended | ||||
LTI | Long-Term Incentive | ||||
Mylan | Mylan N.V. | ||||
Named Executive Officers or NEOs | CEO and CFO, and the three most highly compensated Executive Officers during fiscal 2020 | ||||
NI | Non-GAAP Adjusted Net Income (also known as Adjusted Income) | ||||
OI | Non-GAAP Adjusted Operating Income | ||||
PCPP | Pfizer Consolidated Pension Plan – A qualified defined benefit pension plan; closed to new entrants January 1, 2011 and frozen on December 31, 2017 | ||||
PRAP | Pfizer Retirement Annuity Plan – A sub-plan of the PCPP | ||||
PSA | Performance Share Award – A long-term incentive award tied to performance based on an operating metric and relative TSR performance | ||||
PSI | Portfolio Strategy and Investment Committee – A management committee that governs major pipeline investments and strategic R&D priorities | ||||
PSP or Savings Plan | Pfizer Savings Plan – A qualified defined contribution plan that includes an IRC Section 401(k) feature | ||||
PSSP | Pfizer Supplemental Savings Plan – A non-qualified savings plan that mirrors the PSP for amounts over the qualified plan limits | ||||
PTSRU | Performance Total Shareholder Return Unit – a TSRU with an additional performance feature | ||||
PTU | Profit Unit – A stock unit issued upon the "exercise" of vested TSRUs | ||||
R&D | Research and Development | ||||
RSC | Retirement Savings Contribution – Annual employer retirement contribution, based on age and service, to the PSP and PSSP | ||||
RSU | Restricted Stock Unit – A long-term incentive award with each stock unit representing one share of Pfizer stock | ||||
Section 16 | Section 16 of the Securities Exchange Act of 1934, as amended | ||||
SCT | Summary Compensation Table – A Securities and Exchange Commission (SEC) required table showing compensation, as defined by the SEC regulations, of the NEOs for the most recently completed and prior two years | ||||
S&T | Science and Technology Committee of the Board | ||||
TDC | Total Direct Compensation | ||||
TSR | Total Shareholder Return | ||||
TSRU | Total Shareholder Return Unit – A long-term incentive award tied to absolute TSR | ||||
U.K. | United Kingdom | ||||
U.S. | United States | ||||
USD | United States dollars | ||||
WRDM | Worldwide Research, Development and Medical |
50
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Compensation Discussion and Analysis
|
Albert Bourla, DVM, Ph.D.
Chairman and Chief Executive Officer (CEO)
|
||||||||
Frank A. D’Amelio
Chief Financial Officer (CFO) and Executive Vice President (EVP), Global Supply (effective July 1, 2020)
CFO, EVP, Business Operations and Global Supply (prior to July 1, 2020)
|
||||||||
Mikael Dolsten, M.D., Ph.D
.
Chief Scientific Officer, President, Worldwide Research, Development and Medical (WRDM)
|
||||||||
Angela Hwang
Group President, Pfizer Biopharmaceuticals Group
|
||||||||
John D. Young
Chief Business Officer, Group President
|
||||||||
Executive Summary | ||||||||||||||
Section 1: Elements of Our Executive Compensation Program | ||||||||||||||
2020 Salaries | ||||||||||||||
2020 Annual Incentive Award Program/Global Performance Plan (GPP) | ||||||||||||||
2020 Annual Long-Term Incentive Award Program (Equity) | ||||||||||||||
Section 2: How We Determine Executive Compensation | ||||||||||||||
Roles of the Compensation Committee and the Independent Compensation Consultant | ||||||||||||||
How We Establish Targets | ||||||||||||||
Our 2020 Peer Groups – Competitive Pay Positioning | ||||||||||||||
Section 3: How We Evaluate Performance: 2020 Compensation Decisions | ||||||||||||||
2020 NEO Performance Summaries | ||||||||||||||
Section 4: 2021 Compensation Actions | ||||||||||||||
Section 5: Post-Employment Compensation and Benefits | ||||||||||||||
Section 6: Other Compensation Programs and Policies | ||||||||||||||
Compensation Tables | ||||||||||||||
2020 Summary Compensation Table | ||||||||||||||
2020 Grants of Plan-Based Awards Table | ||||||||||||||
2020 Outstanding Equity Awards at Fiscal Year-End Table
|
||||||||||||||
2020 Option/TSRU Exercises and Stock Vested Table | ||||||||||||||
2020 Pension Benefits Table | ||||||||||||||
2020 Non-Qualified Deferred Compensation Table | ||||||||||||||
Estimated Benefits upon Termination Table | ||||||||||||||
CEO Pay Ratio | ||||||||||||||
Equity Compensation Plan Information | ||||||||||||||
Financial Measures |
Pfizer |
2021 PROXY STATEMENT
|
51
|
Executive Compensation
Executive Summary
|
52
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Executive Summary
|
FINANCIAL HIGHLIGHTS AND STRATEGIC ACCOMPLISHMENTS | ||||||||
![]() |
||||||||
•
Achieved full-year 2020 revenues totaling $41.9 billion, representing 2% growth (versus last year). Excluding the unfavorable impact of foreign exchange ($331 million), the impact of 2019 Consumer Healthcare revenues ($2.1 billion) and revenues for our COVID-19 vaccine ($154 million), revenues increased 8% operationally, reflecting strong growth from Vyndaqel/ Vyndamax, Eliquis, Ibrance outside developed Europe, Inlyta, Xeljanz, Xtandi, Prevenar 13 outside the U.S., oncology biosimilars and certain products in the Hospital therapeutic area in the U.S. partially offset by Enbrel internationally and Prevnar 13 and Chantix in the U.S.
(1)
;
•
Announced on December 28, 2020, a collaboration with Myovant to jointly develop and commercialize Orgovyx™ (relugolix) in advanced prostate cancer and women’s health in the U.S. and Canada;
•
Closed on November 16, 2020, the spin-off of our Upjohn business and combination of Upjohn with Mylan to form Viatris Inc. (the Transaction);
•
Announced on September 30, 2020, a collaboration with CStone Pharmaceuticals (CStone) to develop and commercialize a PD-L1 antibody, sugemalimab, and to bring additional oncology assets to China;
•
Held a two-day virtual Investor Day event for the first time in more than 12 years detailing the company’s R&D pipeline;
•
Entered into an agreement on April 30, 2020, to co-develop and commercialize Valneva’s Lyme disease vaccine candidate VLA15;
•
Entered into a global agreement with BioNTech on April 9, 2020, to co-develop a potential first-in-class, mRNA-based coronavirus vaccine program, aimed at preventing COVID-19 disease;
•
Achieved Emergency Use Authorization of COVID-19 mRNA vaccine in multiple jurisdictions including the U.S., EU and U.K.;
•
Launched a Five-Point Plan, which called on all members of the innovation ecosystem – from large pharmaceutical companies to the smallest of biotech companies, from government agencies to academic institutions – to commit to work together in addressing the dire COVID-19 crisis;
•
Provided contract manufacturing services at Pfizer’s McPherson, Kansas facility to manufacture and supply remdesivir for Gilead Sciences, Inc., supporting efforts to scale up supply of the investigational treatment for COVID-19; and
•
Obtained 7 regulatory approvals for either new drugs or new indications.
|
||||||||
PRODUCT ACCESS AND HEALTH INVESTMENTS
|
||||||||
![]() |
•
Announced $40 million commitment from Pfizer Inc and The Pfizer Foundation
(2)
in medical and charitable cash grants to help combat the health effects of the COVID-19 pandemic in the U.S. and around the world;
•
Reached more than 58 million patients
(3)
through programs for medicines and vaccines intended to facilitate access for individuals facing challenges or barriers through traditional commercial delivery channels (private or public);
•
Donated more than 31.1 million doses of Zithromax
®
to the International Trachoma Initiative for 12 countries, reaching cumulative donations of more than 925 million doses since 1998;
•
Reached over 1 million new patients with improved infectious disease care through The Pfizer Foundation
(2)
infectious disease global grants portfolio; and
•
Provided $2.5 million in charitable funding to 10 organizations in the U.S. working to improve health outcomes and reduce disparities in equitable care for African-American communities.
|
|||||||
Pfizer |
2021 PROXY STATEMENT
|
53
|
Executive Compensation
Executive Summary
|
Discovery Projects |
Phase 1
|
![]() |
Phase 2
|
![]() |
Phase 3
|
![]() |
Registration
|
![]() |
Total
95
|
|||||||||||||||||||||||||||||||||||
27
Experimental medicine tested for first time in human clinical trials
|
35
Trials focused on medicine’s effectiveness, ideal dosage and delivery method
|
24
Test results of earlier trials on larger populations in randomized trials to analyze risks and benefits
|
9
Applications filed with appropriate regulatory authorities when trials results warrant
|
Clinical Trial Success Rates*
(new molecular entities 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 2020)
|
48 | % | 52 | % | 85 | % | 21 | % | ||||||
Industry
(2)
(through 2019)
|
40 | % | 29 | % | 72 | % | 8 | % | ||||||
Pfizer
(3)
(through 2015)
|
48 | % | 15 | % | 70 | % | 5 | % |
Quarterly Dividends | One-year TSR | Three-year TSR | Five-year TSR |
Capital Returned to Shareholders (cash dividends)
$8.4B
in 2020
|
||||||||||
6%
![]() |
3.2%
![]() |
19.9
%
![]() |
45
.
2
%
![]() |
|||||||||||
Compared to 2019 | Year-End 2020 | Year-End 2020 | Year-End 2020 |
54
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Executive Summary
|
LEADERSHIP TRANSITION |
•
Effective January 1, 2020, Albert Bourla was elected Chairman in addition to his role as CEO by the Board of Directors. The company entered into a short-term consulting arrangement with Ian Read, the former Executive Chairman of Pfizer’s Board of Directors. The agreement ended on the closing of the Upjohn Transaction (November 16, 2020) and Mr. Read joined the Board of Viatris.
|
||||
IMPACT OF COVID-19 ON EXECUTIVE COMPENSATION PROGRAMS
|
•
Throughout the year, the Committee reviewed the executive compensation program in light of the potential impacts of the pandemic and, in consultation with its independent compensation consultant, ultimately decided not to make any changes to the executive compensation program in effect for 2020.
|
||||
ANNUAL SHORT-TERM INCENTIVE/ GLOBAL PERFORMANCE PLAN (GPP)
Added Pipeline Achievement Factor As A Metric
|
•
Consistent with shareholder feedback we received from the 2019 Shareholder Outreach program, the Committee reviewed and discussed various alternative approaches to incorporate the pipeline metrics into the GPP throughout 2019. The Committee approved, effective for the 2020 performance year, adding the R&D pipeline achievement factor to the existing short-term incentive financial metrics.
•
The pipeline achievement factor provides for shared accountability and better strategic focus on the growth of our R&D pipeline. As solely an innovative biopharmaceutical company, it is important that rewards are closely aligned with both financial and pipeline goals as the pipeline progress is key to our future success.
|
||||
PEER GROUP MODIFICATION
|
•
The Committee approved several changes in the composition of the General Industry Comparator Group used to measure relative performance and benchmark compensation. Based on our pre-established criteria, we removed AT&T and UnitedHealth Group and added Abbott Laboratories, effective January 1, 2021. These changes strengthen alignment with the Comparator Group, which is reflective of the companies most similar to Pfizer in terms of revenue, market capitalization, scope, complexity and pay models.
|
||||
SEMESTER GOALS AND ASSESSMENT
|
•
Effective January 1, 2020, the company implemented semi-annual goals and assessment reviews with the Committee's approval. This shorter time frame heightens the focus on driving performance, which the company believes will improve results and better align pay with performance, as well as strengthen colleagues’ engagement, motivation, and accountability. Setting and assessing these goals on a semi-annual basis, provides the Committee with enhanced insight into the dynamic factors that impact Pfizer’s business and allows more accurate and meaningful goals that align with our evolving strategic objectives to be set.
|
Pfizer |
2021 PROXY STATEMENT
|
55
|
Executive Compensation
Executive Summary
|
![]() |
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 compensation directly related to Pfizer’s TSR and to other performance factors, that measure our progress against the goals of our strategic and operating plans; and
•
Benchmarks our performance and 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.
|
|||||||
![]() |
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 amount of executive compensation to the achievement of pre-established performance metrics directly tied to our business goals and strategies.
|
|||||||
CEO - 2020 Target Total Direct Compensation |
Other NEOs - 2020 Target Total Direct Compensation
(Average) |
||||
![]() |
![]() |
56
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Executive Summary
|
Elements of 2020 Performance-Year TDC: | Elements of 2020 SCT TDC: | |||||||||||||||||||||||||||||||||||||
2020 Performance-Year Total Direct Compensation | 2020 SCT Total Direct Compensation | |||||||||||||||||||||||||||||||||||||
Base Salary
(December 31, 2020)
|
2020 Short-Term Incentive
(Paid March 2021)
|
Approved Long-Term Incentive
(Granted February 25, 2021)
|
Base Salary
(Earned in 2020)
|
2020 Short-Term Incentive
(Paid March 2021)
|
Long-Term Incentive
("Granted" in 2020*)
|
Performance-Year Compensation |
Summary Compensation Table
(1)
|
||||||||||||||||||||||||||||
Name
|
Year |
Year-End
Salary (A) ($) |
Annual Short-
Term Incentive Award (paid in 2021) (B) ($) |
Annual LTI
Award
(2)
(granted in
February 2021)
(C) ($)
|
Total Direct
Compensation (D=A+B+C) ($) |
Total Direct
Compensation (Salary + Non-Equity Incentive (bonus) + equity awards valued on accounting basis)
(E) ($)
|
Total
(Total Direct
Compensation
(E) + Change in
Pension Value
+ All Other
Compensation)
(F) ($)
|
||||||||||||||||||||||
A. Bourla | 2020 | 1,650,000 | 5,491,800 | 14,000,000 | 21,141,800 | 18,822,568 | 21,033,570 | ||||||||||||||||||||||
F. D’Amelio | 2020 | 1,545,000 | 2,470,000 | 6,000,000 | 10,015,000 | 9,540,783 | 11,376,096 | ||||||||||||||||||||||
M. Dolsten | 2020 | 1,445,000 | 2,600,000 | 6,000,000 | 10,045,000 | 8,753,167 | 10,149,624 | ||||||||||||||||||||||
A. Hwang | 2020 | 1,190,000 | 2,387,800 | 4,500,000 | 8,077,800 | 7,037,491 | 7,883,447 | ||||||||||||||||||||||
J. Young | 2020 | 1,295,000 | 1,800,000 | 4,000,000 | 7,095,000 | 6,986,796 | 8,989,193 |
Pfizer |
2021 PROXY STATEMENT
|
57
|
Executive Compensation
Executive Summary
|
JANUARY – MARCH
•
Complete ELT Semester year-end performance assessments for prior year and Semester 1 goals (for current performance period)
•
Review and finalize prior year’s incentive plan performance results and funding level
•
Review and approve annual ELT compensation (salary, bonus and long-term incentive awards) and annual LTI grants for all other participants
•
Conduct annual risk assessment on our executive compensation and global compensation programs and policies
•
Review and approve proxy materials
•
Approve various incentive plan metrics and targets for current performance period
|
![]() |
APRIL – JUNE
•
Consider shareholder feedback from outreach discussions and the results of the say-on-pay vote
•
Review year-to-date performance relating to the annual incentive plan and the equity-based performance awards
•
Conduct an annual proxy analysis of NEO pay of comparator companies
•
Review proxy advisory firms’ analyses of current proxy statement
|
||||||
![]() |
![]() |
|||||||
OCTOBER – DECEMBER
•
Commence CEO and ELT performance assessments
•
Conduct annual executive stock ownership review
•
Review year-to-date performance relating to the annual incentive plan and the equity-based performance awards
•
Identify and commence gathering information for potential NEOs for the upcoming proxy statement
•
Engage in shareholder outreach discussions and consider shareholder feedback in decisions regarding plan components
•
Review and approve Compensation Committee Charter and various policies
|
![]() |
JULY – SEPTEMBER
•
Review CEO and ELT Semester 1 performance assessments and Semester 2 goals
•
Review year-to-date performance relating to the annual incentive plan and the equity-based performance awards
•
Review the composition of the Pharmaceutical Peer and General Industry Comparator Groups
|
58
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Executive Summary
|
What We Do | What We Do Not Do | |||||||||||||
ü
Risk Mitigation
ü
Compensation Recovery/Clawback
ü
Stock Ownership Requirements
ü
Minimum Stock Vesting Required
ü
Robust Investor Outreach
ü
Independent Compensation Consultation
|
û
Hedging or Pledging
û
Employment Agreements
û
Change in Control Agreements
û
Repricing
û
"Gross-Ups" For Excise Taxes or Perquisites
|
|||||||||||||
Pfizer |
2021 PROXY STATEMENT
|
59
|
Executive Compensation
Executive Summary
|
Shareholder Topics/Questions | Committee’s Response | ||||
Impact of COVID-19 on Executive Compensation
Has the Committee considered changes to the executive compensation program in light of the COVID-19 pandemic?
|
Throughout the year, the Committee monitored the potential impact of the pandemic on the executive compensation program and ultimately decided not to make any changes to the executive compensation program in effect for 2020. Consistent with the terms of the program, the Committee set the bonus pool funding based on Pfizer’s 2020 performance including recognition of the extraordinary work in delivering the first COVID-19 vaccine authorized for emergency use in the U.S.
|
||||
Impact of Vaccine Development on Compensation
Will there be additional incentives received in connection with the COVID-19 vaccine or therapeutics development?
|
Pfizer’s executive compensation program is designed to reward both short- and long-term performance and is aligned with shareholders’ interests. The focus on the development of the COVID-19 vaccine and other potential therapeutic treatments is about our purpose —
Breakthroughs that change patients’ lives.
Our main driver and focus in developing a vaccine solution was to help address this global health crisis; we moved forward at-risk in capital advancements without regard to the return on investment or increasing annual bonuses/incentives as evidenced by our at-risk investments in manufacturing, such as advance purchases of raw materials, including specialized lipids, freezers and specialized transportation shippers.
For Pfizer, the development of vaccines and therapeutics is at the heart of our business. Accordingly, there have not been additional financial incentives or rewards for the vaccine or potential therapeutics development and as noted above, there were no changes to the existing provisions of the plan. However, the COVID-19 vaccine sales (in late 2020) had a positive impact on the financial performance and, as such positively impacted the funding of the bonus pool in which approximately 40,000 colleagues, including many of those working in these areas, participate in the annual short-term incentive plan. This annual short-term incentive plan is described in detail elsewhere in this Proxy Statement. Our short-term incentive plan provides an annual bonus based on company and individual performance, with limited Committee discretion.
Separately, outside of the executive compensation program, in June 2020, Pfizer provided a one-time bonus (essential services bonus) to select non-management colleagues, generally in manufacturing, supply chain and R&D, who were required to work on-site during the height of the pandemic. This was shared with shareholders and other stakeholders during the 2020 Shareholder Outreach Program and was very well-received.
|
||||
Enhance Disclosure on Clawback Policy
Has the Committee considered enhancing disclosure around the ability to recover cash or equity awards after vesting but prior to settlement or payment for actions by the executive that the Committee determines to be detrimental to the company?
|
Our equity and cash incentive awards contain compensation recovery/clawback provisions that authorize the cancellation and reduction of outstanding awards and the return of shares or cash paid or gain realized from an award, if the holder engages in certain activities that are determined by the Committee to be detrimental to the company as set forth in the grant documents. We expanded our disclosure in our "
Compensation Recovery/Clawback
"
section of this CD&A to provide further clarity.
|
||||
Add Environmental, Social, and Governance (ESG) Metrics to Incentive Programs
Has the Committee considered adding ESG metrics to the
short- or long-term incentive programs?
|
The Committee annually reviews the components of the short- and long-term incentive programs to ensure a strong link between pay and performance.
The company views corporate responsibility and sustainability as integral to our business strategy and we remain committed to being a responsible corporate citizen. The company has had a number of discussions with shareholders and other stakeholders in an effort to identify appropriate metrics for use in our short-term incentive program. The Committee is aware of the importance of ESG factors to some investors and society, and continues to evaluate the possibility of including ESG metrics into Pfizer’s executive compensation program. These factors are already incorporated, when appropriate, into certain Pfizer colleagues' performance goals.
|
||||
60
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Executive Summary
|
Element/Type | Performance Measure | Terms | Objectives | ||||||||
Salary
(Cash)
|
Fixed cash compensation; reviewed annually and adjusted, as appropriate
|
The fixed amount of compensation for performing day-to-day responsibilities which is set 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 internal equity
|
Provides competitive level of fixed compensation that helps attract and retain high-performing executive talent | ||||||||
Annual Short-
Term Incentive/
Global
Performance
Plan (GPP)
(Cash)
|
Company, Operating Unit/Function and Individual Performance
Plan funded based on Pfizer’s performance and weighted as follows:
–
40% Revenue,
–
40% Adjusted Diluted EPS, and
–
20% Cash Flow from Operations
–
up to +/- 25% Pipeline Achievement Factor
|
Aggregate pool is funded based on both the performance against Pfizer’s annual financial goals
and achievement of pre-set pipeline goals to drive sustained portfolio delivery
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 and long-term shareholder value | ||||||||
Annual Long-
Term Incentive
Compensation
(100% Performance-
Based Equity)
5- and
7-Year Total
Shareholder
Return Units
(TSRUs)
Each represents 25%
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 for each TSRU 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 price of Pfizer common stock 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* 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 based on performance
PSAs are paid based on the company’s performance against a combination of an adjusted net income* goal, set annually, over three one-year periods and relative TSR, as compared to the DRG Index, over a three-year period. The payout is capped at target if TSR for the performance period is negative
Dividend equivalents are applied to the number of shares actually earned under the award, if any, at the end of the performance period
Earned PSAs and dividend equivalents are paid in cash or shares of Pfizer common stock
|
Provides alignment with shareholders by aligning compensation to operational goals and relative TSR over a three-year performance period |
Pfizer |
2021 PROXY STATEMENT
|
61
|
Executive Compensation
SECTION 1 – Elements of Our Executive Compensation Program
|
Element/Type | Plan/Program | Terms | Objectives | ||||||||
Retirement | Pension Plan** |
Provides retirement income for eligible participants based on years of service and frozen final average earnings through December 31, 2017
|
Provides retirement income based on tenure and compensation, up to IRC limits | ||||||||
Supplemental 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
|
Provides retirement income based on tenure and compensation, without regard to IRC limits | |||||||||
Savings Plan |
A qualified 401(k) savings plan that provides participants with the opportunity to defer a portion of their eligible pay up to the IRC limitations 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%-9%)
|
Provides retirement income through 401(k) deferrals, company matching contributions and an RSC, up to IRC limits | |||||||||
Supplemental Savings Plan |
Provides savings opportunity relating to eligible compensation in excess of the IRC limitations under the same formula (matching contributions and RSC) as the qualified savings plan noted above
|
Allows for deferrals, company matching contributions and RSC without regard to 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 certain personal travel benefits for the CEO and other NEOs
|
Provides additional benefits consistent with competitive practices. Increases efficiencies and allows more productive use of NEOs’ time, and therefore, greater focus on Pfizer-related activities |
Name |
April 1, 2020
Salary ($) |
||||
A. Bourla* | 1,650,000 | ||||
F. D’Amelio | 1,545,000 | ||||
M. Dolsten | 1,445,000 | ||||
A. Hwang | 1,190,000 | ||||
J. Young | 1,295,000 |
62
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
SECTION 1 – Elements of Our Executive Compensation Program
|
![]() |
DETERMINE FINANCIAL PERFORMANCE METRICS
(2)
:
Annually, the Committee evaluates the previously selected financial measures and determines whether different or additional measures should be used to fund the GPP pool for the next performance year. Metrics selected should support Pfizer's annual operating plan, promote decisions and behaviors aligned with maximizing near-term business results while supporting the achievement of the company's long-term goals without encouraging unnecessary or excessive risk-taking; and be consistent with best practices prevalent within our industry.
For annual incentive purposes, the weighted financial goals were:
|
|||||||||||||||||||
Metric and Weighting | Rationale | |||||||||||||||||||
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. | |||||||||||||||||||
![]() |
DETERMINE PIPELINE PERFORMANCE GOALS:
The goals encompass various R&D milestones in the drug development phases from early-to late-stages, helping to ensure that the focus is on the entire pipeline portfolio. The annual goals align with the company’s portfolio strategy.
|
|||||||||||||||||||
Pipeline Achievement Factor | Rationale | |||||||||||||||||||
Pipeline Achievement
(up to +/- 25%) |
To recognize the progress and delivery of the R&D pipeline in all development phases, helping to ensure that the organization focuses on the entire Pfizer product portfolio. | |||||||||||||||||||
![]() |
EVALUATE FINANCIAL AND PIPELINE PERFORMANCE AND REVIEW OTHER QUALITATIVE FACTORS:
Pfizer’s financial performance was the primary and first factor for determining the GPP pool funding. The initial pool funding was determined using a matrix of varying performance levels for financial results against the selected metrics. The Committee then considered product pipeline performance to determine the factor (up to +/- 25 percentage points) to apply to the achievement range determined by the financial performance. In addition, the Committee may consider other qualitative factors to determine funding within the applicable range corresponding to the performance of both the financial metrics and pipeline. This qualitative review may include an evaluation of other factors that may impact performance, broader benefits to society and the enhancement of the company's reputation.
|
|||||||||||||||||||
![]() |
APPROVE GPP FUNDING:
The Committee has determined that its evaluation process provides the appropriate limited flexibility to determine the final GPP pool funding based upon a holistic review of Pfizer’s performance and not just on financial and pipeline performance.
Upon completion of its review, the Committee approves the GPP pool funding.
|
|||||||||||||||||||
![]() |
||||||||||||||||||||
ALLOCATE FINAL GPP FUNDING:
F
or 2020, the CEO allocated the same funding to each operating unit/function and provided direction to the leaders to ensure appropriate differentiation so that pay is more closely aligned with individual performance and contributions.
|
||||||||||||||||||||
Pfizer |
2021 PROXY STATEMENT
|
63
|
Executive Compensation
SECTION 1 – Elements of Our Executive Compensation Program
|
Weighting |
Financial Objectives
(For Annual Incentive Purposes) |
2019 Results
(1)
($)
|
2020 Threshold
(2)
($)
|
2020 Target
(2)
($)
|
2020 Results
(2)
($)
|
||||||||||||||||||
40% |
Total Revenue
(3)
|
52.4 billion | 45.5 billion | 49.2 billion | 50.0 billion | ||||||||||||||||||
40% |
Adjusted Diluted EPS
(4)
|
3.00 | 2.64 | 2.83 | 2.97 | ||||||||||||||||||
20% |
Cash Flow from Operations
(5)
|
12.9 billion | 8.0 billion | 11.5 billion | 14.5 billion |
Note: |
See
"
Financial Measures
"
for a comparison of 2020 and 2019 U.S. GAAP revenues and U.S. GAAP diluted EPS and non-GAAP total revenue and non-GAAP Adjusted Diluted EPS for annual incentive purposes, respectively. Adjusted Diluted EPS is defined as U.S. GAAP Diluted EPS excluding purchase accounting adjustments, acquisition-related costs, discontinued operations and certain significant items. Non-GAAP total revenue and non-GAAP Adjusted Diluted EPS for annual incentive purposes are not, and should not, be viewed as substitutes for U.S. GAAP revenues and U.S. GAAP diluted EPS, respectively.
|
64
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
SECTION 1 – Elements of Our Executive Compensation Program
|
Name |
2020 Salary Grade
Midpoint ($)
(1)
|
Target Payout as a %
of Salary Midpoint |
Payout Range as a %
of Salary Midpoint |
Target Award
($) |
Maximum Award
($)
(2)
|
Actual Award
($) |
||||||||||||||
A. Bourla | 1,830,600 | 150% | 0-300% | 2,745,900 | 5,491,800 | 5,491,800 | ||||||||||||||
F. D’Amelio | 1,300,000 | 100% | 0-200% | 1,300,000 | 2,600,000 | 2,470,000 | ||||||||||||||
M. Dolsten | 1,300,000 | 100% | 0-200% | 1,300,000 | 2,600,000 | 2,600,000 | ||||||||||||||
A. Hwang | 1,193,900 | 100% | 0-200% | 1,193,900 | 2,387,800 | 2,387,800 | ||||||||||||||
J. Young | 1,193,900 | 100% | 0-200% | 1,193,900 | 2,387,800 | 1,800,000 |
Pfizer |
2021 PROXY STATEMENT
|
65
|
Executive Compensation
SECTION 1 – Elements of Our Executive Compensation Program
|
5- and 7-Year Total Shareholder Return Units (TSRUs) | Performance Share Awards (PSAs) | |||||||||||||||||||
Objective/
Performance Measure |
Deliver value based on absolute long-term alignment with shareholders by linking rewards to absolute TSR over a five- or seven-year period
|
Aligns rewards to both a strategic financial performance metric NI
(1)
over three one-year periods and relative TSR* performance as compared to the DRG Index over a three-year period
|
||||||||||||||||||
Weighting | 50% of value at grant in total (25% each) | 50% of value at grant | ||||||||||||||||||
Metric | TSR |
NI
(1)
and relative TSR*
|
||||||||||||||||||
Comparator | — | DRG Index | ||||||||||||||||||
Vesting Period | Three Years | Three Years | ||||||||||||||||||
Settlement Value |
Difference between the Settlement Price
(2)
and the Grant Price (both as described in the "Executive Summary
"
section of this Proxy Statement), plus dividend equivalents accumulated during the term
|
— | ||||||||||||||||||
Formula |
(# of TSRUs granted
×
[Settlement Price
(2)
- Grant Price
+
Dividend Equivalents])
/
Settlement Price
(2)
|
Average of the three annual NI
(1)
Performance Factors %
+
1.5 × the first 20 percentage point differential between Pfizer’s TSR* % and DRG Index TSR* %
(3)
+
2.0 × the differential over 20 percentage points
(3)
|
||||||||||||||||||
=
Shares delivered
(4)
|
=
PSA percentage earned
(5)
|
Name |
5-Year TSRUs
Value ($)
(1)
(25%)
|
7-Year TSRUs
Value ($)
(1)
(25%)
|
PSAs
Value ($)
(1)
(50%)
|
Total Grant
Value of
Annual LTI
Awards
($)
(2)
|
||||||||||
A. Bourla | 3,250,000 | 3,250,000 | 6,500,000 | 13,000,000 | ||||||||||
F. D’Amelio | 1,500,000 | 1,500,000 | 3,000,000 | 6,000,000 | ||||||||||
M. Dolsten | 1,250,000 | 1,250,000 | 2,500,000 | 5,000,000 | ||||||||||
A. Hwang | 1,000,000 | 1,000,000 | 2,000,000 | 4,000,000 | ||||||||||
J. Young | 1,000,000 | 1,000,000 | 2,000,000 | 4,000,000 |
66
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
SECTION 1 – Elements of Our Executive Compensation Program
|
OI/NI Goals* ($B) | ||||||||||||||||||||||||||||||||||||||
Fiscal Year |
Metric
(1)
|
Threshold
(2)
($)
|
Target
(2)
($)
|
Maximum
($) |
Actual
Results
(2)
|
Performance
Factor
(2)/(3)/(4)
|
Relative TSR**
Modifier
(2)/(4)/(5)
|
Final 2018 PSA
Payout
(6)
|
||||||||||||||||||||||||||||||
2018 | OI/TSR | 19.75 | 20.75 | > | $20.33B | 66.92% | Pfizer TSR | 25.49% | (A) | 122.31% | ||||||||||||||||||||||||||||
2019 | NI/TSR | 15.08 | 16.08 | > | $17.00B | 150.00% | DRG TSR | 36.79% | (B) | (16.94%) | ||||||||||||||||||||||||||||
2020 | NI/TSR | 14.97 | 15.97 | > | $16.73B | 150.00% | (11.30%) | |||||||||||||||||||||||||||||||
×1.5 | ||||||||||||||||||||||||||||||||||||||
3-Yr. Avg. | 122.31% (A) | (16.94%) (B) | Payout % | 105.36% |
Name |
Target Award
At Grant* (#) |
Actual Award
Earned
(1)
(#)
|
Actual Award
Value ($) |
||||||||
A. Bourla
|
109,616 | 129,764 | 4,379,548 | ||||||||
F. D’Amelio | 58,462 | 69,207 | 2,335,748 | ||||||||
M. Dolsten | 58,462 | 69,207 | 2,335,748 | ||||||||
A. Hwang | 21,924 | 25,953 | 875,927 | ||||||||
J. Young | 58,462 | 69,207 | 2,335,748 |
Pfizer |
2021 PROXY STATEMENT
|
67
|
Executive Compensation
SECTION 2 – How We Determine Executive Compensation
|
68
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
SECTION 2 – How We Determine Executive Compensation
|
Analysis/Tools | How We Use This Information | Purpose | ||||||
Peer and Comparator Group Pay Analysis
Data source: Publicly available financial and compensation information as reported by our Pharmaceutical Peer and General Industry Comparator Groups
(Typically from surveys and public filings)
|
•
We target the median compensation values of our peer and comparator groups to help determine an appropriate total level and pay mix for our executives.
•
Each compensation target is assigned a numbered salary grade to simplify our compensation administration process.
◦
Each salary grade has a range of salary levels: including minimum, midpoint and maximum.
◦
Minimum and maximum salary range levels for each grade are set 25% below and above the salary range midpoint to approximate the bottom and top pay quartiles for positions assigned to that grade.
•
We review this framework/salary grade as a guide to determine the preliminary salary recommendation, target annual short-term incentive award opportunity, and target annual long-term incentive value for each executive position.
Note: The actual total compensation and/or amount of each compensation element for an individual executive may be more or less than this median.
|
Establishes a competitive pay framework using comparator groups’ median compensation values, to help determine an optimum pay mix of base pay, annual short- and long-term incentive targets | ||||||
Tally Sheets
Data source: Internal compensation and benefits data
|
•
We review a "tally sheet" for each ELT member that includes target and actual total compensation elements, stock ownership as well as benefits information, accumulated deferred compensation, and outstanding equity award values. The Committee believes that tally sheets are a useful tool in evaluating total compensation in relation to market pay and internal pay equity.
|
Provides additional information that assists the Committee in evaluating total compensation in relation to competitive market practice and performance |
![]() |
|||||||||||||||||
Pharmaceutical Peer Group (12) | |||||||||||||||||
AbbVie | Bristol-Myers Squibb | GlaxoSmithKline | Novartis* | ||||||||||||||
Amgen | Eli Lilly | Johnson & Johnson | Roche* | ||||||||||||||
AstraZeneca | Gilead Sciences | Merck | Sanofi* | ||||||||||||||
![]() |
|||||||||||||||||
General Industry Comparator Group (19)* | |||||||||||||||||
3M | Coca-Cola | IBM | Raytheon Technologies** | ||||||||||||||
AT&T* | Comcast | Lockheed Martin | United Parcel Service | ||||||||||||||
Boeing | ConocoPhillips | Mondelez | UnitedHealth Group* | ||||||||||||||
Caterpillar | General Electric | PepsiCo | Verizon | ||||||||||||||
Chevron | Honeywell | Procter & Gamble | |||||||||||||||
Pfizer |
2021 PROXY STATEMENT
|
69
|
Executive Compensation
SECTION 2 – How We Determine Executive Compensation
|
In Billions | Pfizer ($) |
Pharmaceutical Peer
Group Median ($)**
|
General Industry
Comparator Group Median ($)
|
||||||||
Revenue* | 41.9 | 42.5 | 70.4 | ||||||||
Reported Net Income* | 9.6 | 6.2 | 5.4 | ||||||||
Market Capitalization* | 192.8 | 134.5 | 139.5 |
70
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
SECTION 3 – How We Evaluate Performance: 2020 Compensation Decisions
|
![]() |
SETTING PERFORMANCE OBJECTIVES
•
The individual performance objectives for our other NEOs reflect the goals the CEO (for his direct reports) and the Committee believed our executives should focus on during the year in order to achieve Pfizer’s business goals, including financial, operating and/or strategic plans. Effective for 2020, individual goals were set and measured on two six-month periods (semester basis).
•
Progress against these objectives was monitored and reviewed each semester.
•
Individual bonuses are paid from the corporate bonus pool that continues to be funded based on annual corporate performance against three financial metrics and, effective for 2020, a pipeline achievement factor. While the Committee recognizes that increasing TSR should be emphasized, the Committee believes that successful performance against these metrics will create long-term shareholder value.
|
||||||||||
![]() |
FACTORS USED IN DETERMINING NEO TOTAL DIRECT COMPENSATION
Achievement of key financial and non-financial objectives, such as:
•
Financial metrics used for GPP funding;
•
Pipeline Achievement; and
•
Performance on individual goals, that could include financial goals for their respective function.
|
||||||||||
![]() |
DETERMINING 2020 AWARDS
•
Reviewed the annual incentive funding matrix, and found that the funding ranges corresponding to their respective performance levels and their relative relationship were appropriate.
•
Determined that the degree of difficulty of the annual targets (and other points on the matrix), was appropriately challenging, while being reasonable, given the business environment and related factors.
•
Reviewed the target levels for the annual long-term incentive awards and concluded that they were appropriate and did not encourage unnecessary or excessive risk-taking.
|
||||||||||
Pfizer |
2021 PROXY STATEMENT
|
71
|
Executive Compensation
SECTION 3 – How We Evaluate Performance: 2020 Compensation Decisions
|
|
Albert Bourla, DVM, Ph.D.
CHAIRMAN AND CEO
|
|||||||
•
Completed strategic transformation of Pfizer into a more focused science-driven innovative biopharma company through the spin-off and combination of our Upjohn business with Mylan to form Viatris.
•
Successfully launched a Five-Point Plan, calling on the biopharmaceutical industry to join the company's commitment to an unprecedented collaboration in response to the COVID-19 pandemic, while also focused on protecting our employees, maintaining our manufacturing and supply chain, using our science to develop a vaccine, and providing relief to our patients, as well as humanitarian assistance.
•
Obtained Emergency Use Authorization of our COVID-19 mRNA vaccine in the U.S. just 269 days after announcing our collaboration with BioNTech. The COVID-19 vaccine has been granted a conditional marketing authorization, emergency use authorization or temporary authorization in over 50 countries. The World Health Organization (WHO) also granted Emergency Use Listing of the vaccine.
•
Pfizer and the biopharmaceutical industry reached a 17-year reputational high in the Harris Reputation Quotient where Pfizer ranked #8 in "Companies with Resolve" (based on COVID-19 response).
•
More than tripled our 5-year rolling average Phase 2 success rate from 15% in 2015 to 52% in 2020. In 2020, 6 Phase 2 successes, and no failures – significantly, most of these successes are either first-in-class assets or innovations built on established mechanisms with novel scientific designs.
•
Achieved $41.9 billion in revenue for Pfizer Inc.
•
Achieved significant product approvals including:
◦
Vyndaqel for the treatment of ATTR Cardiomyopathy in the EU
◦
Propofol EDTA, Morphine Sulfate for the NexJect Prefilled Syringe platform in the U.S.
◦
Zavicefta label enhancements in the EU
◦
Biosimilar Ruxience in the EU
◦
Daurismo for newly diagnosed acute myeloid leukemia in the EU
◦
Bosulif in newly diagnosed chronic myelogenous leukemia in Japan
◦
Biosimilar Nyvepria in the U.S./EU
◦
Bavencio as first line maintenance treatment for urothelial cancer in the U.S.
◦
Braftovi in combination with cetuximab for previously-treated BRAF mutant metastatic colorectal cancer (mCRC) in the U.S.
◦
Adalimumab biosimilar in Brazil
◦
Xeljanz indication for polyarticular course juvenile idiopathic arthritis (pcJIA) in the U.S.
◦
Staquis in the EU
• Bolstered Pfizer’s internal pipeline with external science through transactions/acquisitions including:
◦
Valneva SE – licensing agreement to co-develop and commercialize lyme disease vaccine, VLA15
◦
Myovant Sciences – collaboration to develop and commercialize relugolix, a once-daily, oral gonadotropin-releasing hormone (GnRH) receptor antagonist, in oncology and women’s health
◦
CStone Pharmaceuticals – collaboration to develop and commercialize late-stage oncology therapies in China
◦
Arixa Pharmaceuticals – acquisition of company dedicated to developing next-generation oral antibiotics for drug-resistant Gram-negative infections
◦
Lianbio (Shanghai-based biotech) – partnership to develop and commercialize pharmaceutical products in China
• Made substantial progress against our company purpose –
Breakthroughs that change patients’ lives
– including achieving a culture of a science-based innovative company.
|
72
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
SECTION 3 – How We Evaluate Performance: 2020 Compensation Decisions
|
|
Frank A. D’Amelio
CFO AND EVP, GLOBAL SUPPLY*
|
|||||||
•
Achieved 2020 revenue guidance
(1)
.
•
Returned approximately $8.4 billion to shareholders through cash dividends.
•
Generated $14.4 billion of operating cash flow.
•
Manufactured 74 million doses and released 48 million doses of the COVID-19 vaccine and formulated plans to potentially manufacture at least 2 billion doses in total by the end of 2021.
•
Completed strategic transformation of Pfizer into a more focused science-driven innovative biopharma company through the spin-off and combination of our Upjohn business with Mylan to form Viatris.
•
Completed the issuance of a $1.25 billion ten-year "sustainability" bond paying interest semiannually of 2.625 percent and maturing April 1, 2030. This is Pfizer's first-ever sustainability bond and a first for a biopharmaceutical company.
•
Completed four business development transactions for high potential programs through a licensing agreement with Valneva SE, collaborations with Myovant Sciences and CStone Pharmaceuticals, and the acquisition of Arixa Pharmaceuticals, as well as signed a partnership to develop and commercialize pharmaceutical products in China with Lianbio. Also, established $500 million new equity investment fund to support early stage public and private companies.
|
|
Mikael Dolsten, M.D., Ph.D.
CHIEF SCIENTIFIC OFFICER, PRESIDENT, WRDM
|
|||||||
•
Delivered 7 regulatory approvals covering rare disease and cancer, including: Vyndaqel for the treatment of ATTR Cardiomyopathy in the EU, Braftovi in combination with cetuximab for previously-treated BRAF mutant metastatic colorectal cancer (mCRC) in the U.S. and Bavencio as first line maintenance treatment for urothelial cancer in the U.S.
•
Achieved Emergency Use Authorization of COVID-19 mRNA vaccine in multiple jurisdictions including the U.S., EU and U.K.
•
Progressed 32 programs in the pipeline (Phase 1 to registrations), with a focus on five key therapeutic areas, including:
◦
Submitted applications in the U.S. for abrocitinib for the treatment of Atopic Dermatitis and Pneumococcal Conjugate Vaccine 20 (adult) for invasive disease and pneumonia caused by Streptococcus pneumoniae serotypes;
◦
Initiated key Phase 3 studies for vaccines (Pneumococcal Conjugate Vaccine 20 Infant, Respiratory Syncytial Virus Maternal and Meningococcal Pentavalent Adolescent) and gene therapy programs (Hemophilia B and Duchenne Muscular Dystrophy);
◦
Completed Phase 2 studies of Acetyl-CoA carboxylase + Diglyceride acyltransferase for Non-Alcoholic SteatoHepatitis, Vupanorsen in Cardiovascular Risk and Hypertriglyceridemia, and talazoparib in DNA Damage Response positive metastatic castrate-resistant prostate cancer; and
◦
Commenced Phase 1 and 2 study starts in the areas of oncology, inflammatory diseases, vaccines, rare disease and internal medicine.
•
Entered into an agreement with BioNTech to collaborate on the co-development of the Pfizer-BioNTech mRNA Vaccine for COVID-19.
•
Completed four business development transactions for high potential programs through a licensing agreement with Valneva SE, collaborations with Myovant Sciences and CStone Pharmaceuticals, and the acquisition of Arixa Pharmaceuticals, as well as signed a partnership to develop and commercialize pharmaceutical products in China with Lianbio.
•
Ensured overall successful pharmacovigilance and medical support to all Pfizer products and clinical programs.
|
Pfizer |
2021 PROXY STATEMENT
|
73
|
Executive Compensation
SECTION 3 – How We Evaluate Performance: 2020 Compensation Decisions
|
|
Angela Hwang
GROUP PRESIDENT, PFIZER BIOPHARMACEUTICALS GROUP
|
|||||||
•
Contributed significant operational revenue growth of 8%*.
•
Achieved Emergency Use Authorization of COVID-19 mRNA vaccine in multiple jurisdictions including the U.S., EU and U.K.
•
Submitted applications in the U.S. for Abrocitinib for the treatment of Atopic Dermatitis and Pneumococcal Conjugate Vaccine 20 (adult) for invasive disease and pneumonia caused by Streptococcus pneumoniae serotypes.
•
Achieved significant product approvals, including:
◦
Vyndaqel for the treatment of ATTR Cardiomyopathy in the EU;
◦
Biosimilar Nyvepria in the U.S./EU; and
◦
Braftovi in combination with cetuximab for previously-treated BRAF mutant metastatic colorectal cancer (mCRC) in the U.S.
•
Served as a member of the Board of Directors of EFPIA (European Federation of Pharmaceutical Industries and Associations), and the Pfizer Foundation.
|
|
John D. Young
CHIEF BUSINESS OFFICER, GROUP PRESIDENT
|
|||||||
•
Completed four business development transactions for high potential programs through a licensing agreement with Valneva SE, collaborations with Myovant Sciences and CStone Pharmaceuticals, and the acquisition of Arixa Pharmaceuticals, as well as signed a partnership to develop and commercialize pharmaceutical products in China with Lianbio.
•
Entered into an agreement with BioNTech to collaborate on the co-development of the Pfizer-BioNTech mRNA Vaccine for COVID-19 and led Pfizer’s External Assessment team evaluating over 500 research enquiries for COVID-19 from biotech companies and industry peers.
•
Completed strategic transformation of Pfizer into a more focused science-driven innovative biopharma company through the spin-off and combination of our Upjohn business with Mylan to form Viatris.
•
Led the PSI Committee to accelerate R&D productivity through objective portfolio decisions applying consistent analytics across all therapeutic areas resulting in seven positive Proof of Concepts (POCs), five pivotal study start endorsements, and six new pivotal program investments prioritized at PSI.
•
Supported 41 product launches across top 16 markets and enabled 10.6 million virtual engagements with Healthcare Providers across the globe.
•
Ensured that all Phase 3 programs have incorporated value-based access solutions into their plans, and successfully implemented C-suite to C-suite engagements with major U.S. payer and provider customers.
•
Executed ground-breaking partnerships including an autoimmune (Xeljanz) value-based formulary agreement with a large payer, a portfolio (Shared Value) agreement with two academic health systems for Anti-Infective products, and collaborations with retail pharmacies and payers to evaluate the impact of medication use and pharmacist-driven outcomes in patients with chronic disease; successfully contracted 3 oncology therapeutic mAbs exceeding expectations; secured broad coverage positions (e.g., 1 of 2 biosimilars) for the biosimilars oncology therapeutic mAbs portfolio with ~20 payers with over 70 million covered lives.
|
74
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
SECTION 4 – 2021 Compensation Actions
|
Name
|
2021 Title |
April 1, 2021
Salary ($)
|
2021 Salary
Midpoint ($)
|
2021 Target Annual
Incentive (%)
|
2021 Target Annual
Incentive ($)
|
||||||||||||
A. Bourla
|
Chairman and CEO | 1,700,000 | 1,830,600 | 175% | 3,203,550 | ||||||||||||
F. D’Amelio | CFO and EVP, Global Supply | 1,580,000 | 1,300,000 | 100% | 1,300,000 | ||||||||||||
M. Dolsten | Chief Scientific Officer, President, WRDM | 1,490,000 | 1,300,000 | 100% | 1,300,000 | ||||||||||||
A. Hwang | Group President, Pfizer Biopharmaceuticals Group | 1,230,000 | 1,193,900 | 100% | 1,193,900 | ||||||||||||
J. Young | Chief Business Officer, Group President | 1,332,000 | 1,193,900 | 100% | 1,193,900 |
Name |
Award Value
($)
|
Estimated Future Payouts
Under the Performance Share
Program
(1)
PSA Grants
|
5-Year TSRUs
Grant
(3)
(#)
|
7-Year TSRUs
Grant
(3)
(#)
|
||||||||||||||||
Threshold
(#) |
Target
(#) |
Maximum
(2)
(#)
|
||||||||||||||||||
A. Bourla | 14,000,000 | 0 | 204,320 | 408,640 | 491,626 | 424,782 | ||||||||||||||
F. D’Amelio | 6,000,000 | 0 | 87,565 | 175,130 | 210,697 | 182,050 | ||||||||||||||
M. Dolsten | 6,000,000 | 0 | 87,565 | 175,130 | 210,697 | 182,050 | ||||||||||||||
A. Hwang
|
4,500,000 | 0 | 65,674 | 131,348 | 158,023 | 136,537 | ||||||||||||||
J. Young | 4,000,000 | 0 | 58,377 | 116,754 | 140,465 | 121,366 |
Pfizer |
2021 PROXY STATEMENT
|
75
|
Executive Compensation
SECTION 5 – Post-Employment Compensation and Benefits
|
Plan/Eligibility | Description of Benefit | ||||
Pension and Savings Plans
:
•
defined benefit pension plan (frozen)
•
non-qualified supplemental pension plan (frozen)
•
defined contribution savings plan
•
non-qualified supplemental savings plan
Benefits under the non-union defined benefit pension plans were frozen on December 31, 2017 for all participants, although participants may continue to grow into retirement plan milestones.
|
All eligible colleagues, including participants in the frozen U.S. defined benefit plan, earn retirement benefits through an age- and service-weighted annual company-provided RSC to the defined contribution savings plan, and as applicable, the non-qualified supplemental savings plan, which is in addition to the company matching contributions. For 2020, in accordance with the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Pfizer amended the qualified savings plan to allow for CARES Act special withdrawals and loan deferments.
The Pfizer defined contribution savings plan permits all eligible U.S. employees, including the NEOs, to make pre-tax, after-tax and/or Roth contributions, from their eligible pay, up to certain limits and to receive company matching contributions. Pfizer also maintains a non-qualified supplemental savings plan that permits eligible participants, including the NEOs, to make pre-tax contributions in excess of IRC limits on qualified plans and provides applicable matching contributions and the RSC for amounts not permitted under the PSP.
The provisions and features of the qualified defined benefit pension plan and the related supplemental pension plan are described in the narrative accompanying the "
20
20
Pension Benefits Table
" and the "
20
20
Non-Qualified Deferred Compensation Table
."
|
||||
All eligible U.S. colleagues accumulated retirement benefits through the savings plans in the form of elective deferrals, matching contributions and the RSC. | |||||
Insurance Plans
Medical, dental, life and long-term disability insurance.
|
Programs are designed to provide certain basic quality of life benefits and protections to Pfizer employees, including the NEOs, and at the same time enhance Pfizer’s attractiveness as an employer of choice.
The cost of these plans is shared between the employee and the company. The company’s annual cost of the benefit coverage for each NEO ranges from approximately $18,586 to $28,552, based on the coverage selected.
|
||||
Supplemental Individual Disability Insurance
Additional disability insurance coverage.
|
This benefit makes coverage in excess of the limit provided under the company’s group long-term disability plan available, with participants paying the full cost of this additional coverage. | ||||
Deferred Compensation
Executives' elective deferrals into the DCP.
|
Annual incentive awards may be deferred under the DCP. Deferrals into the DCP may be notionally invested in a selection of mutual funds, Pfizer stock unit funds, and/or a cash equivalent fund.
The Pfizer stock unit funds are credited with dividends, which are reinvested into dividend equivalent units or other investments.
|
||||
Retiree Healthcare Benefits
Pfizer maintains post-retirement medical coverage.
|
Active employees who are at least age 55 and have at least 10 years of service after age 40 are eligible for post-retirement medical coverage; there is a company subsidy for those with more than 15 years of service after age 40. For U.S. employees, including the NEOs, the total company-provided subsidy for the post-retirement medical coverage currently ranges from $123,000 to $275,000 (based on service after age 40 (subject to a cap of 25 years) and coverage level) which is available to cover the company's share of the cost over the course of retirement or until the subsidy is depleted. | ||||
Executive Severance Plan
Provides severance benefits to NEOs (and the ELT members) in the event of involuntary termination of employment without cause.
Severance payments and benefits under the Executive Severance Plan are described in "
Estimated Benefits upon Termination Table
."
|
Benefits consist of cash severance equal to the greater of:
(a)
one times pay (defined as base salary plus target annual incentive), or
(b)
13 weeks’ pay plus three weeks’ pay per year of service, subject to a maximum of 104 weeks’ pay.
Eligible participants in the GPP also receive a pro-rata annual incentive for the year of termination, provided certain performance targets are achieved, as well as certain health and insurance benefits.
|
76
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
SECTION 6 – Other Compensation Programs and Policies
|
Perquisite | Description | ||||
Car and Driver | |||||
For the CEO:
For security reasons, a car and driver are available to the CEO for personal use (including commuting) and the cost does not need to be reimbursed. Spouse/partner travel is generally considered personal use and the incremental cost of such travel must be reimbursed to the company.
For tax purposes, the cost of the personal use of the car and fuel is imputed as income to the CEO. All taxes on this income are paid by the CEO and no gross-up payment for these taxes is made by the company. Tax regulations provide that as a result of the recommendations contained in an independent, third-party security study, the cost of the driver is not reportable as income to the CEO.
The unreimbursed incremental cost to the company of personal use of a car and driver by Dr. Bourla in 2020 is reflected in the table below and also in the "All Other Compensation" column in the SCT.
|
|||||
For the other NEOs:
Cars and drivers are available for business reasons; NEOs (other than the CEO) are required to reimburse the company for personal use of cars and drivers.
|
|||||
Aircraft Usage | |||||
For the CEO:
As a result of the recommendations contained in an independent, third-party security study, the Board has determined that the CEO must use company-provided aircraft for all air travel, including personal travel, to the maximum extent practicable.
The security study also recommends that the CEO's spouse use company-provided aircraft when accompanying the CEO, to the maximum extent practicable. Travel by the spouse is generally considered personal use and is subject to taxation and disclosure.
|
|||||
For the other NEOs:
Company aircraft are available for business travel and limited personal travel. Personal use is permitted only with the prior approval of the CEO or his designees and is subject to other limitations.
Travel on company aircraft by Pfizer executives to attend boards of directors’ meetings at external companies is treated as personal travel.
|
|||||
Other Perquisites | |||||
Financial Counseling | Provides a taxable allowance of up to $10,000 per year to the NEOs for financial counseling services, which may include tax preparation and estate planning services. | ||||
Home Security | Taxable reimbursement for appropriate home security systems and monitoring charges is provided to the NEOs. |
Pfizer |
2021 PROXY STATEMENT
|
77
|
Executive Compensation
SECTION 6 – Other Compensation Programs and Policies
|
Name |
Aircraft Usage
($) |
Financial Counseling
($) |
Car Usage
($) |
Home Security
($) |
Other
($)
(1)
|
Total
($) |
||||||||||||||
A. Bourla | 109,311 | 10,000 | 9,788 | 1,114 | 209 | 130,422 | ||||||||||||||
F. D’Amelio | 31,253 | 10,000 | — | 22,798 | 209 | 64,260 | ||||||||||||||
M. Dolsten | 16,237 | 10,000 | — | 2,117 | 209 | 28,563 | ||||||||||||||
A.
Hwang
|
23,142 | 10,000 | — | — | 209 | 33,351 | ||||||||||||||
J. Young | 47,728 | 2,068 | — | 1,389 | 209 | 51,394 |
78
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
SECTION 6 – Other Compensation Programs and Policies
|
Pfizer |
2021 PROXY STATEMENT
|
79
|
Executive Compensation
Compensation Tables
|
Name and
Principal Position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
(1)
($)
|
Option
Awards
(2)
($)
|
Non-Equity
Incentive Plan
Compensation
(3)
($)
|
Change In Pension
Value and Non-
Qualified Deferred
Compensation
Earnings
(4)
($)
|
All Other
Compensation
(5)
($)
|
Total
($) |
||||||||||||||||||||
A. Bourla
Chairman and Chief Executive Officer
(6)
|
2020 | 1,650,000 | — | 4,897,817 | 6,782,951 | 5,491,800 | 1,367,780 | 843,222 | 21,033,570 | ||||||||||||||||||||
2019 | 1,600,000 | — | 4,290,956 | 6,075,290 | 3,630,000 | 1,726,448 | 606,269 | 17,928,963 | |||||||||||||||||||||
2018 | 1,400,000 | — | 2,592,079 | 3,954,369 | 1,533,000 | 0 | 375,109 | 9,854,557 | |||||||||||||||||||||
F. D’Amelio
Chief Financial Officer and
EVP, Global Supply
|
2020 | 1,533,750 | — | 2,406,437 | 3,130,596 | 2,470,000 | 1,318,297 | 517,016 | 11,376,096 | ||||||||||||||||||||
2019 | 1,500,000 | — | 2,582,446 | 3,037,649 | 1,820,000 | 1,612,163 | 523,472 | 11,075,730 | |||||||||||||||||||||
2018 | 1,407,917 | — | 2,013,091 | 2,108,995 | 1,310,000 | 0 | 299,826 | 7,139,829 | |||||||||||||||||||||
M. Dolsten
Chief Scientific Officer,
President, Worldwide
Research, Development
and Medical
|
2020 | 1,433,750 | — | 2,110,585 | 2,608,832 | 2,600,000 | 928,638 | 467,819 | 10,149,624 | ||||||||||||||||||||
2019 | 1,400,000 | — | 2,414,725 | 2,531,376 | 1,820,000 | 987,243 | 444,701 | 9,598,045 | |||||||||||||||||||||
2018 | 1,306,250 | — | 2,013,091 | 2,108,995 | 1,326,000 | 0 | 315,863 | 7,070,199 | |||||||||||||||||||||
A. Hwang
Group President, Pfizer Biopharmaceuticals Group
(7)
|
2020 | 1,142,500 | — | 1,420,129 | 2,087,062 | 2,387,800 | 405,242 | 440,714 | 7,883,447 | ||||||||||||||||||||
J. Young
Chief Business Officer,
Group President
|
2020 | 1,285,000 | — | 1,814,734 | 2,087,062 | 1,800,000 | 1,551,403 | 450,994 | 8,989,193 | ||||||||||||||||||||
2019 | 1,245,000 | — | 2,247,004 | 2,025,093 | 1,675,000 | 1,325,847 | 441,439 | 8,959,383 | |||||||||||||||||||||
2018 | 1,206,250 | — | 2,013,091 | 2,108,995 | 1,385,000 | 0 | 408,379 | 7,121,715 |
A. Bourla | F. D’Amelio | M. Dolsten |
A. Hwang
|
J. Young | |||||||||||||
A. PSAs at Target ($) | 6,393,136 | 2,950,673 | 2,458,883 | 1,967,127 | 1,967,127 | ||||||||||||
B. TSRUs ($) | 6,782,951 | 3,130,596 | 2,608,832 | 2,087,062 | 2,087,062 | ||||||||||||
C. 2020 LTI Award (Full Grant Date Fair Value) ($) (A + B) | 13,176,087 | 6,081,269 | 5,067,715 | 4,054,189 | 4,054,189 |
80
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Compensation Tables
|
Pfizer |
2021 PROXY STATEMENT
|
81
|
Executive Compensation
Compensation Tables
|
Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards
(1)
|
Estimated Future
Payouts Under
Equity Incentive Plan Awards
(2)
|
All Other
Stock Awards: Number of Shares or Units (#)(I) |
All Other
TSRU
Awards:
Number of
Securities
Underlying
TSRUs
(3)(4)
(#)(J)
|
Exercise or
Base Price of TSRU Awards ($/Sh)(K) |
Grant Date
Fair Value
of Stock
and TSRU
Awards
(4)
($)(L)
|
|||||||||||||||||||||||||||||||||
Name (A) |
Grant
Date (B) |
Threshold
($)(C) |
Target
($)(D) |
Maximum
($)(E) |
Threshold
(#)(F) |
Target
(3)
(#)(G)
|
Maximum
(#)(H)
|
|||||||||||||||||||||||||||||||
A. Bourla | 2/27/2020 | 553,697 | 34.10 | 3,405,237 | ||||||||||||||||||||||||||||||||||
474,398 | 34.10 | 3,377,714 | ||||||||||||||||||||||||||||||||||||
0 | 2,745,900 | 5,491,800 | 0 | 143,631 | 287,262 | 4,897,817 | ||||||||||||||||||||||||||||||||
F. D’Amelio
(5)
|
2/27/2020 | 255,553 | 34.10 | 1,571,651 | ||||||||||||||||||||||||||||||||||
218,953 | 34.10 | 1,558,945 | ||||||||||||||||||||||||||||||||||||
0 | 1,300,000 | 2,600,000 | 0 | 70,570 | 141,140 | 2,406,437 | ||||||||||||||||||||||||||||||||
M. Dolsten
|
2/27/2020 | 212,961 | 34.10 | 1,309,710 | ||||||||||||||||||||||||||||||||||
182,461 | 34.10 | 1,299,122 | ||||||||||||||||||||||||||||||||||||
0 | 1,300,000 | 2,600,000 | 0 | 61,894 | 123,788 | 2,110,585 | ||||||||||||||||||||||||||||||||
A. Hwang
|
2/27/2020 | 170,368 | 34.10 | 1,047,763 | ||||||||||||||||||||||||||||||||||
145,969 | 34.10 | 1,039,299 | ||||||||||||||||||||||||||||||||||||
0 | 1,193,900 | 2,387,800 | 0 | 41,646 | 83,292 | 1,420,129 | ||||||||||||||||||||||||||||||||
J. Young | 2/27/2020 | 170,368 | 34.10 | 1,047,763 | ||||||||||||||||||||||||||||||||||
145,969 | 34.10 | 1,039,299 | ||||||||||||||||||||||||||||||||||||
0 | 1,193,900 | 2,387,800 | 0 | 53,218 | 106,436 | 1,814,734 |
82
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Compensation Tables
|
Option/TSRU Awards
(2)
|
Stock Awards
(2)
|
|||||||||||||||||||||||||||||||||||||||||||
Name (A) |
Grant Date/
Performance
Share
Period
(1)
|
Number of
Securities Underlying Unexercised Options Exercisable (#)(B) |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(C) |
Number of
Securities Underlying Unexercised TSRUs Vested (#)(B) |
Number of
Securities Underlying Unexercised TSRUs Unvested (#)(C) |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(D) |
Option/
TSRU Exercise Price ($)(E) |
Option/
TSRU Expiration Date (F) |
Number
of Shares or Units of Stock That Have Not Vested (#)(G) |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(H) |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(I) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(J) |
||||||||||||||||||||||||||||||||
A. Bourla | 2/27/2014 | 53,925 | 22.35 | 2/27/2021 | ||||||||||||||||||||||||||||||||||||||||
2/26/2015 | 77,709 | 25.60 | 2/26/2022 | |||||||||||||||||||||||||||||||||||||||||
2/25/2016 | 163,334 | 22.89 | 2/25/2021 | |||||||||||||||||||||||||||||||||||||||||
2/25/2016 | 145,970 | 22.89 | 2/25/2023 | |||||||||||||||||||||||||||||||||||||||||
2/23/2017 | 153,789 | 27.34 | 2/23/2022 | |||||||||||||||||||||||||||||||||||||||||
2/23/2017 | 127,674 | 27.34 | 2/23/2024 | |||||||||||||||||||||||||||||||||||||||||
2/22/2018 | 285,161 | 30.17 | 2/22/2023 | |||||||||||||||||||||||||||||||||||||||||
2/22/2018 | 238,399 | 30.17 | 2/22/2025 | |||||||||||||||||||||||||||||||||||||||||
2/28/2019 | 379,995 | 38.71 | 2/28/2024 | |||||||||||||||||||||||||||||||||||||||||
2/28/2019 | 320,231 | 38.71 | 2/28/2026 | |||||||||||||||||||||||||||||||||||||||||
2/27/2020 | 582,823 | 31.31 | 2/27/2025 | |||||||||||||||||||||||||||||||||||||||||
2/27/2020 | 499,353 | 31.31 | 2/27/2027 | |||||||||||||||||||||||||||||||||||||||||
1/1/2018– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2020 | 109,616 | 4,034,963 | ||||||||||||||||||||||||||||||||||||||||||
1/1/2019– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2021 | 146,602 | 5,396,431 | ||||||||||||||||||||||||||||||||||||||||||
1/1/2020– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2022 | 197,344 | 7,264,236 | ||||||||||||||||||||||||||||||||||||||||||
F. D'Amelio | 2/27/2014 | 152,785 | 22.35 | 2/27/2021 | ||||||||||||||||||||||||||||||||||||||||
2/26/2015 | 127,160 | 25.60 | 2/26/2022 | |||||||||||||||||||||||||||||||||||||||||
2/25/2016 | 163,334 | 22.89 | 2/25/2021 | |||||||||||||||||||||||||||||||||||||||||
2/25/2016 | 145,970 | 22.89 | 2/25/2023 | |||||||||||||||||||||||||||||||||||||||||
2/23/2017 | 153,789 | 27.34 | 2/23/2022 | |||||||||||||||||||||||||||||||||||||||||
2/23/2017 | 127,674 | 27.34 | 2/23/2024 | |||||||||||||||||||||||||||||||||||||||||
2/22/2018 | 152,085 | 30.17 | 2/22/2023 | |||||||||||||||||||||||||||||||||||||||||
2/22/2018 | 127,146 | 30.17 | 2/22/2025 | |||||||||||||||||||||||||||||||||||||||||
2/28/2019 |
(3)
|
189,998 | 38.71 | 2/28/2024 | ||||||||||||||||||||||||||||||||||||||||
2/28/2019 |
(3)
|
160,116 | 38.71 | 2/28/2026 | ||||||||||||||||||||||||||||||||||||||||
2/27/2020
|
(3)
|
268,996 | 31.31 | 2/27/2025 | ||||||||||||||||||||||||||||||||||||||||
2/27/2020 |
(3)
|
230,471 | 31.31 | 2/27/2027 | ||||||||||||||||||||||||||||||||||||||||
1/1/2018– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2020 | 58,462 | 2,151,970 | ||||||||||||||||||||||||||||||||||||||||||
1/1/2019– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2021
|
(3)
|
73,301 | 2,698,216 | |||||||||||||||||||||||||||||||||||||||||
1/1/2020– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2022 |
(3)
|
91,082 | 3,352,718 |
Pfizer |
2021 PROXY STATEMENT
|
83
|
Executive Compensation
Compensation Tables
|
Option/TSRU Awards
(2)
|
Stock Awards
(2)
|
|||||||||||||||||||||||||||||||||||||||||||
Name (A) |
Grant Date/
Performance
Share
Period
(1)
|
Number of
Securities Underlying Unexercised Options Exercisable (#)(B) |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(C) |
Number of
Securities Underlying Unexercised TSRUs Vested (#)(B) |
Number of
Securities Underlying Unexercised TSRUs Unvested (#)(C) |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(D) |
Option/
TSRU Exercise Price ($)(E) |
Option/
TSRU Expiration Date (F) |
Number
of Shares or Units of Stock That Have Not Vested (#)(G) |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(H) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(I) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(J) |
||||||||||||||||||||||||||||||||
M. Dolsten | 2/26/2015 | 127,160 | 25.60 | 2/26/2022 | ||||||||||||||||||||||||||||||||||||||||
2/25/2016 | 145,970 | 22.89 | 2/25/2023 | |||||||||||||||||||||||||||||||||||||||||
2/23/2017 | 153,789 | 27.34 | 2/23/2022 | |||||||||||||||||||||||||||||||||||||||||
2/23/2017 | 127,674 | 27.34 | 2/23/2024 | |||||||||||||||||||||||||||||||||||||||||
2/22/2018 | 152,085 | 30.17 | 2/22/2023 | |||||||||||||||||||||||||||||||||||||||||
2/22/2018 | 127,146 | 30.17 | 2/22/2025 | |||||||||||||||||||||||||||||||||||||||||
2/28/2019 | 158,331 | 38.71 | 2/28/2024 | |||||||||||||||||||||||||||||||||||||||||
2/28/2019 | 133,430 | 38.71 | 2/28/2026 | |||||||||||||||||||||||||||||||||||||||||
3/1/2019 |
(4)
|
119,693 | 4,405,889 | |||||||||||||||||||||||||||||||||||||||||
2/27/2020 | 224,163 | 31.31 | 2/27/2025 | |||||||||||||||||||||||||||||||||||||||||
2/27/2020 | 192,059 | 31.31 | 2/27/2027 | |||||||||||||||||||||||||||||||||||||||||
1/1/2018– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2020 | 58,462 | 2,151,970 | ||||||||||||||||||||||||||||||||||||||||||
1/1/2019– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2021 | 61,085 | 2,248,526 | ||||||||||||||||||||||||||||||||||||||||||
1/1/2020- | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2022 | 75,901 | 2,793,919 | ||||||||||||||||||||||||||||||||||||||||||
A. Hwang | 2/27/2014 | 9,886 | 22.35 | 2/27/2021 | ||||||||||||||||||||||||||||||||||||||||
2/26/2015 | 12,716 | 25.60 | 2/26/2022 | |||||||||||||||||||||||||||||||||||||||||
2/25/2016 | 22,686 | 22.89 | 2/25/2021 | |||||||||||||||||||||||||||||||||||||||||
2/25/2016 | 20,273 | 22.89 | 2/25/2023 | |||||||||||||||||||||||||||||||||||||||||
2/23/2017 | 21,359 | 27.34 | 2/23/2022 | |||||||||||||||||||||||||||||||||||||||||
2/23/2017 | 17,732 | 27.34 | 2/23/2024 | |||||||||||||||||||||||||||||||||||||||||
2/22/2018 | 57,032 | 30.17 | 2/22/2023 | |||||||||||||||||||||||||||||||||||||||||
2/22/2018 | 47,680 | 30.17 | 2/22/2025 | |||||||||||||||||||||||||||||||||||||||||
2/28/2019 | 126,665 | 38.71 | 2/28/2024 | |||||||||||||||||||||||||||||||||||||||||
2/28/2019 | 106,743 | 38.71 | 2/28/2026 | |||||||||||||||||||||||||||||||||||||||||
2/27/2020 | 179,330 | 31.31 | 2/27/2025 | |||||||||||||||||||||||||||||||||||||||||
2/27/2020 | 153,647 | 31.31 | 2/27/2027 | |||||||||||||||||||||||||||||||||||||||||
1/1/2018– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2020 | 21,924 | 807,008 | ||||||||||||||||||||||||||||||||||||||||||
1/1/2019– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2021 | 48,867 | 1,798,798 | ||||||||||||||||||||||||||||||||||||||||||
1/1/2020- | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2022 | 60,722 | 2,235,159 |
84
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Compensation Tables
|
Option/TSRU Awards
(2)
|
Stock Awards
(2)
|
|||||||||||||||||||||||||||||||||||||||||||
Name (A) |
Grant Date/
Performance
Share
Period
(1)
|
Number of
Securities Underlying Unexercised Options Exercisable (#)(B) |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(C) |
Number of
Securities Underlying Unexercised TSRUs Vested (#)(B) |
Number of
Securities Underlying Unexercised TSRUs Unvested (#)(C) |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(D) |
Option/
TSRU Exercise Price ($)(E) |
Option/
TSRU Expiration Date (F) |
Number
of Shares or Units of Stock That Have Not Vested (#)(G) |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(H) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(I) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(J) |
||||||||||||||||||||||||||||||||
J. Young | 2/27/2014 | 129,419 | 22.35 | 2/27/2021 | ||||||||||||||||||||||||||||||||||||||||
2/26/2015 | 127,160 | 25.60 | 2/26/2022 | |||||||||||||||||||||||||||||||||||||||||
2/25/2016 | 163,334 | 22.89 | 2/25/2021 | |||||||||||||||||||||||||||||||||||||||||
2/25/2016 | 145,970 | 22.89 | 2/25/2023 | |||||||||||||||||||||||||||||||||||||||||
2/23/2017 | 153,789 | 27.34 | 2/23/2022 | |||||||||||||||||||||||||||||||||||||||||
2/23/2017 | 127,674 | 27.34 | 2/23/2024 | |||||||||||||||||||||||||||||||||||||||||
12/29/2017 |
(5)
|
361,099 | 30.31 | 12/29/2022 | 21,666 | 797,508 | ||||||||||||||||||||||||||||||||||||||
2/22/2018 | 152,085 | 30.17 | 2/22/2023 | |||||||||||||||||||||||||||||||||||||||||
2/22/2018 | 127,146 | 30.17 | 2/22/2025 | |||||||||||||||||||||||||||||||||||||||||
2/28/2019 | 126,665 | 38.71 | 2/28/2024 | |||||||||||||||||||||||||||||||||||||||||
2/28/2019 | 106,743 | 38.71 | 2/28/2026 | |||||||||||||||||||||||||||||||||||||||||
2/27/2020 | 179,330 | 31.31 | 2/27/2025 | |||||||||||||||||||||||||||||||||||||||||
2/27/2020 | 153,647 | 31.31 | 2/27/2027 | |||||||||||||||||||||||||||||||||||||||||
1/1/2018– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2020 | 58,462 | 2,151,970 | ||||||||||||||||||||||||||||||||||||||||||
1/1/2019– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2021 | 48,867 | 1,798,798 | ||||||||||||||||||||||||||||||||||||||||||
1/1/2020– | ||||||||||||||||||||||||||||||||||||||||||||
12/31/2022 | 60,722 | 2,235,159 |
Grant Date | Vesting | ||||
2/27/2014 | Full vesting after 3 years and payable after 7 years | ||||
2/26/2015 | |||||
2/25/2016 | Full vesting after 3 years and payable after 5 years or 7 years | ||||
2/23/2017 | |||||
2/22/2018 | |||||
2/28/2019 | |||||
2/27/2020 |
Grant Date | 5-Year TSRUs | 7-Year TSRUs | PSAs | ||||||||
2/28/2019 | 31,667 | 26,686 | 12,217 | ||||||||
2/27/2020 | 44,832 | 38,412 | 15,181 |
Exercise Date | TSRUs Exercised | TSRUs* | Profit Units* | Distribution Date | ||||||||||
3/1/2019 | 2/27/2014 – 7 Year | 126,366 | 48,582 | 2/27/2021 | ||||||||||
3/1/2019 | 2/25/2016 – 5 Year | 155,172 | 57,609 | 2/25/2021 | ||||||||||
Total: | 106,191 |
Pfizer |
2021 PROXY STATEMENT
|
85
|
Executive Compensation
Compensation Tables
|
TSRU
Awards |
Option
Awards |
Restricted Stock/Restricted
Stock Units |
Performance Shares 2017-2019
Paid February 2020
(1)
|
|||||||||||||||||||||||||||||||||||||||||
Name |
Number
of Shares Acquired on Exercise (#) |
Number
of Shares Withheld to Cover Taxes (#) |
Value
Realized
on Exercise
($)
(2)
|
Number
of Shares Acquired on Exercise (#) |
Value
Realized on Exercise ($) |
Number
of Shares Acquired on Vesting (#) |
Number
of Shares Withheld to Cover Taxes (#) |
Value
Realized on Vesting ($) |
Number
of Shares Acquired on Vesting (#) |
Number
of Shares Withheld to Cover Taxes (#) |
Value
Realized on Vesting ($) |
|||||||||||||||||||||||||||||||||
A. Bourla | 36,979 | 13,822 | 1,263,105 | — | — | — | — | — | 45,566 | — | 1,582,052 | |||||||||||||||||||||||||||||||||
F. D’Amelio | 118,256 | 53,650 | 3,996,709 | — | — | — | — | — | 45,566 | 22,314 | 1,582,052 | |||||||||||||||||||||||||||||||||
M. Dolsten
(3)
|
— | — | — | — | — | 131,953 | 54,924 | 4,300,344 | 45,566 | 22,314 | 1,582,052 | |||||||||||||||||||||||||||||||||
A. Hwang
(4)
|
3,430 | 1,166 | 119,097 | — | — | 4,148 | 1,409 | 148,155 | 3,164 | — | 109,854 | |||||||||||||||||||||||||||||||||
J. Young
(5)
|
82,906 | 36,287 | 2,815,326 | — | — | 21,659 | 10,607 | 802,448 | 45,566 | 22,314 | 1,582,052 |
86
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Compensation Tables
|
Name | Plan Name |
Number of
Years of
Credited
Service (#)
|
Age 65
Single-Life
Annuity
Payment ($)
|
Present
Value of
Accumulated
Benefit ($)
(1)
|
Payments
During Last
Fiscal Year ($)
|
Immediate
Annuity
Payable on
12/31/2020 ($)
|
Lump Sum
Value ($) |
||||||||||||||||
A. Bourla
(2)
|
Pension Plan | 24 | 99,757 | 1,285,222 | 0 | 76,480 | 1,428,170 | ||||||||||||||||
Supplemental Plan | 808,408 | 10,253,615 | 0 | 619,779 | 11,537,407 | ||||||||||||||||||
F. D’Amelio | Pension Plan | 10 | 42,679 | 626,573 | 0 | 39,264 | 667,090 | ||||||||||||||||
Supplemental Plan
(3)
|
788,714 | 11,465,428 | 0 | 725,616 | 12,328,051 | ||||||||||||||||||
M. Dolsten
(4)
|
Pension Plan | 9 | 41,404 | 641,590 | 0 | 37,306 | 707,769 | ||||||||||||||||
Supplemental Plan | 431,209 | 6,540,604 | 0 | 388,586 | 7,167,656 | ||||||||||||||||||
A. Hwang
|
Pension Plan | 21 | 86,987 | 1,021,595 | 0 | 52,482 | 1,062,373 | ||||||||||||||||
Supplemental Plan | 142,914 | 1,659,715 | 0 | 86,225 | 1,745,407 | ||||||||||||||||||
J. Young
(5)
|
U.K. Pension Plan | 23 | 539,670 | 10,019,096 | 0 | 0 | 0 | ||||||||||||||||
U.K. Supplemental Plan | 1 | 21,024 | 491,400 | 0 | 0 | 0 |
Pfizer |
2021 PROXY STATEMENT
|
87
|
Executive Compensation
Compensation Tables
|
Name | Time Frame | Plans | Pension Earnings | Formula | Form of Payment | ||||||||||||
All NEOs
(excluding
J. Young)
|
Frozen on December 31, 2017 | Pension Plan/ Supplemental Pension Plan |
Highest five-calendar year average of salary and annual bonus
(1)
earned for the year (on December 31, 2017)
Earnings up to the tax limit are included under the Pension Plan; benefits on excess earnings are accrued under the Supplemental Pension Plan
|
Pfizer formula: Greater of (1.4% of Pension Earnings) x years of service; or (1.75% of Pension Earnings –1.5% primary social security benefit) x years of service
(on December 31, 2017; capped at 35 years)
|
Annuity or Lump sum | ||||||||||||
Legacy Plans
(2)
|
|||||||||||||||||
Name | Time Frame | Plans | Pension Earnings | Formula | Form of Payment | ||||||||||||
M. Dolsten | Pension benefits earned prior to January 2012 |
Wyeth Sub-Plan/
Supplemental Plans |
Highest five-year average of the last 10 years of salary and annual bonus paid during the year (on December 31, 2017) | (2% of Pension Earnings –1/60th of annual primary social security benefit on December 31, 2017) x years of service (on December 31, 2011, capped at 30) | Annuity or Lump sum | ||||||||||||
J. Young | Pension benefits earned prior to August 2012 |
U.K. Pension Plan/
U.K. Supplemental Plan |
Basic salary |
After 2010: 1.75% of Pension Earnings x years of service
Prior to 2011: 2.22% of Pension Earnings x years of service
|
Annuity |
88
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Compensation Tables
|
Name |
Plan
(2)
|
Executive
Contributions in 2020 ($) |
Pfizer
Contributions in
2020 ($)
(3)
|
Aggregate Earnings in
2020 ($) |
Aggregate
Withdrawals/ Distributions ($) |
Aggregate
Balance at
12/31/2020 ($)
(4)
|
||||||||||||||
A. Bourla | PSSP | 639,250 | 698,550 | 848,547 | — | 6,903,075 | ||||||||||||||
Deferred PSA | 1,582,052 | — | 438,431 | — | 9,018,635 | |||||||||||||||
Deferred RSU | — | — | 62,711 | — | 2,155,014 | |||||||||||||||
Total: | 2,221,302 | 698,550 | 1,349,689 | — | 18,076,724 | |||||||||||||||
F. D’Amelio | PSSP | 184,125 | 415,706 | 1,127,742 | — | 7,656,555 | ||||||||||||||
Total: | 184,125 | 415,706 | 1,127,742 | — | 7,656,555 | |||||||||||||||
M. Dolsten | PSSP | 178,125 | 402,206 | 381,958 | — | 3,806,140 | ||||||||||||||
Deferred RSU | 166,795 | — | 1,269,286 | — | 16,355,811 | |||||||||||||||
Total: | 344,920 | 402,206 | 1,651,244 | — | 20,161,951 | |||||||||||||||
A. Hwang
|
PSSP | 163,950 | 370,313 | 106,681 | — | 1,101,898 | ||||||||||||||
Deferred PSA | 109,854 | — | 16,212 | — | 126,066 | |||||||||||||||
Total: | 273,804 | 370,313 | 122,893 | — | 1,227,964 | |||||||||||||||
J. Young | PSSP | 214,000 | 362,550 | 561,529 | — | 5,073,164 | ||||||||||||||
Deferred RSU | — | — | 84,226 | — | 2,934,715 | |||||||||||||||
Total: | 214,000 | 362,550 | 645,755 | — | 8,007,879 |
Pfizer |
2021 PROXY STATEMENT
|
89
|
Executive Compensation
Compensation Tables
|
Participant |
Employee
Contributions |
Company Match | Timing | Tax Law Restrictions | ||||||||||
All NEOs | May contribute up to 30% of "regular earnings" on a before-tax basis, Roth 401(k) basis and/or after-tax basis subject to IRC earnings cap of $285,000. |
Matching contributions are equal to 100% of the first 3% of "regular earnings" contributed, and 50% of the next 3% of "regular earnings" contributed.
|
Immediately vested; match contributed shortly after the end of each quarter provided the employee is employed at the end of each quarter, unless the employee terminated employment due to retirement, death or disability. |
"Annual Additions"* limited to $57,000 (or $63,500 for eligible participants age 50 and over).
Effective annual deferrals (pre-tax/Roth basis) limited to $19,500 (or $26,000 for eligible participants age 50 and over).
|
Participant | Company Contribution | Timing | Form of Payment | ||||||||
All NEOs |
Age- and service-weighted annual company contribution from 5% to 9% of "regular earnings" which is vested after three years of service.
|
Made early in the following year but only if the employee is employed on December 31st of the respective year, unless the employee terminated employment due to retirement, death or disability. |
Savings Plan balances (employee deferrals, matching contributions and the RSC) may be distributed as a lump sum or in partial payments.
|
Participant |
Employee
Contributions |
Company Contributions | Timing | Form of Payment | ||||||||||
All NEOs | May contribute up to 30% of "regular earnings" on a before-tax basis. |
Matching contributions and RSC: Same as PSP above.
|
Same as PSP above. | Lump sum (default) or in 2 to 20 annual installments (as elected) following termination from service. |
90
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Compensation Tables
|
Termination Without
Cause |
Termination on
Change in Control |
Death or
Disability |
|||||||||||||||||||||||||||
Name |
Severance
(1)
(A)($)
|
Other
(2)
(B)($)
|
Long-Term
Award
Payouts
(3)(4)
(C)($)
|
Total
(A+B+C)($) |
Long-Term
Award
Payouts
(4)(5)
(D)($)
|
Total
(A+B+D)($) |
Long-Term
Award
Payouts
(4)(5)
($)
|
||||||||||||||||||||||
A. Bourla | 7,946,435 | 29,325 | 26,119,428 | 34,095,188 | 26,119,428 | 34,095,188 | 26,119,428 | ||||||||||||||||||||||
F. D’Amelio | 2,845,000 | 19,062 | 11,897,098 | 14,761,160 | 12,801,835 | 15,665,897 | 12,801,835 | ||||||||||||||||||||||
M. Dolsten | 2,745,000 | 27,779 | 11,335,745 | 14,108,524 | 11,335,745 | 14,108,524 | 11,335,745 | ||||||||||||||||||||||
A. Hwang | 3,759,227 | 29,325 | 7,366,367 | 11,154,919 | 7,366,367 | 11,154,919 | 7,366,367 | ||||||||||||||||||||||
J. Young | 4,977,800 | 27,458 | 10,469,009 | 15,474,267 | 10,667,158 | 15,672,416 | 10,667,158 |
Pfizer |
2021 PROXY STATEMENT
|
91
|
Executive Compensation
Compensation Tables
|
Disability | Benefits Program | Long-Term Incentive Program | ||||||
•
Company-paid long-term disability coverage of 50% of pay (salary and bonus), and 60% or 70% of pay, if the employee purchases the additional coverage. Covered pay maximum for this purpose is $500,000.
•
Health and life insurance benefits are continued for 24 months for those who are approved to receive long-term disability benefits due to an injury or illness.
•
Savings Plan and Supplemental Savings Plan contributions will cease for those who are terminated due to disability (after short-term disability ends).
|
•
RSUs will continue to vest and be paid according to the original vesting schedule.
•
Vested TSRUs will settle on the original settlement date.
•
Unvested TSRUs will continue to vest and settle on the original settlement date.
•
PSAs will continue to vest and are settled based on the actual performance at the end of the performance period.
•
Vested PTSRUs will be settled on the original settlement date.
|
|||||||
Death | Benefits Program | Long-Term Incentive Program | ||||||
•
Life insurance proceeds under the Pfizer program, under which the company provides life insurance coverage equal to one times pay (salary plus bonus) with a maximum cap of $2.0 million at no cost to the employee.
•
Additional life insurance proceeds if the executive purchased additional life insurance benefits of up to eight times pay (salary plus bonus), (subject to evidence of insurability requirements) to a maximum benefit of $4.0 million.
•
Upon the death of an employee, pension benefits and deferred compensation are payable in accordance with the plans and the executive’s prior elections (if any). Additionally, health insurance coverage continues for family members at no cost for three months and afterwards either COBRA or retiree medical (if eligible) is offered.
|
•
RSUs immediately vest and are paid in full.
•
Vested TSRUs are immediately settled.
•
Unvested TSRUs will vest and are immediately settled.
•
PSAs immediately vest and are paid out at target.
•
Vested PTSRUs are immediately settled.
|
92
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Compensation Tables
|
Retirement | Benefits Program | Long-Term Incentive Program | ||||||
•
For additional details, see "
Pension and Savings Plan
s
" and "
Retiree Healthcare Benefits
"
for further information on health care, pension and savings plan benefits under Pfizer’s plans.
|
If a participant retires (after attaining age 55 with at least 10 years of continuous and uninterrupted service, measured from the most recent hire date or attaining age and years of service of 90 or more) after the first anniversary of the grant date:
•
RSUs (other than off-cycle grants) will continue to vest and be paid at the end of the original vesting schedule.
◦
Off-cycle grants are typically forfeited.
•
Unvested TSRUs continue to vest and are settled on the original settlement date.
•
PSAs will continue to vest and are settled based on the actual performance at the end of the performance period.
•
Vested PTSRUs will be settled on the original settlement date.
Generally, if the retirement occurs prior to the first anniversary of the grant date, the unvested portion of these long-term incentive awards is forfeited. Vested TSRUs and related PTUs, as applicable, will be settled on the fifth or seventh anniversary of the grant date.
Based on age and years of service, all active NEOs are currently eligible for retirement treatment and had long-term incentive awards with a value of $12,906,363 for Dr. Bourla, $6,253,810 for Mr. D’Amelio, $6,253,810 for Dr. Dolsten, $3,300,799 for Ms. Hwang and $5,804,082 for Mr. Young as of December 31, 2020 had they retired on that date. These amounts do not include $8,622,112 for Dr. Bourla, $10,605,408 for Mr. D’Amelio, $10,528,394 for Dr. Dolsten, $1,253,708 for Ms. Hwang and $12,616,278 for Mr. Young representing the current value of their vested but unsettled TSRUs and PTSRUs (and PTUs, as applicable) as of December 31, 2020. The actual amount received by these NEOs for their long-term incentive awards will be determined on the settlement date (in respect of TSRUs, PTUs and PSAs) based on the values at the respective time and is not tied to retirement or other separation from service.
|
|||||||
Change in Control | Long-Term Incentive Program | |||||||
If a participant’s employment is terminated other than for cause within 24 months following a change in control:
•
RSUs will continue to vest and be paid according to the original vesting schedule.
•
Vested TSRUs will immediately settle for those granted prior to 2016. The TSRUs granted in 2016 and later will settle on the original settlement date.
•
Unvested TSRUs will continue to vest and settle on the original settlement date.
•
PSAs will continue to vest and are settled based on the actual performance at the end of the performance period.
•
Vested PTSRUs will be settled on the original settlement date.
|
Pfizer |
2021 PROXY STATEMENT
|
93
|
Executive Compensation
Compensation Tables
|
Annual Total Compensation | ||||||||
Albert Bourla: | $21,033,570 | |||||||
Median-Paid Employee | $108,828 |
(1)
|
||||||
Ratio | 193:1 |
94
|
Pfizer
|
2021 PROXY STATEMENT
|
Executive Compensation
Compensation Tables
|
Plan Category |
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(A)
|
Weighted-
Average Exercise Price of Outstanding Options, Warrants and Rights (B) |
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans
(Excluding Securities Reflected
in Column (A))
(C)
|
||||||||||||||
Equity compensation plans approved by security holders | 372,046,308 |
(1)
|
$29.27 | 410,697,917 |
(2)
|
||||||||||||
Equity compensation plans not approved by security holders | N/A | 0 | |||||||||||||||
Total | 372,046,308 | $29.27 | 410,697,917 |
Pfizer Stock Plans |
Vested TSRUs
and PTSRUs |
Weighted – Average
Grant Price |
Non-Vested
TSRUs |
Weighted – Average
Grant Price |
||||||||||
2004 Stock Plan | 2,495,019 | $22.35 | — | — | ||||||||||
2014 Stock Plan | 100,000,410 | $25.38 | 77,524,255 | $34.03 | ||||||||||
2019 Stock Plan | 5,661 | $31.31 | 52,319,432 | $31.33 |
Pfizer |
2021 PROXY STATEMENT
|
95
|
Executive Compensation
Financial Measures
|
(Billions, except per common share data) | 2020 | 2019 | ||||||
GAAP Revenues
(1)
|
$41.9 | $41.2 | ||||||
Adjusted for Legacy Upjohn revenues included for Annual Incentive Purposes
(2)
|
7.9 | 10.6 | ||||||
Foreign exchange impact relative to rates in effect for budget purposes | 0.2 | 0.6 | ||||||
Exclusion of non-recurring items | — | — | ||||||
Non-GAAP Revenues for Annual Incentive Purposes | $50.0 | $52.4 | ||||||
GAAP Diluted EPS
(1)
*
|
$1.71 | $ 2.87 | ||||||
Purchase accounting adjustments—net of tax | 0.45 | 0.59 | ||||||
Acquisition-related costs—net of tax | 0.01 | 0.02 | ||||||
Discontinued operations – net of tax | (0.47) | (0.96) | ||||||
Certain significant items-net of tax | 0.52 | (0.62) | ||||||
Non-GAAP Adjusted Diluted EPS* | $2.22 | $1.91 | ||||||
Adjust for Legacy Upjohn EPS included for Annual Incentive Purposes
(2)
|
0.69 | 1.04 | ||||||
Foreign exchange impact relative to rates in effect for budget purposes | 0.06 | 0.05 | ||||||
Exclusion of non-recurring items | — | — | ||||||
Non-GAAP Adjusted Diluted EPS for Annual Incentive Purposes | $2.97 | $3.00 |
96
|
Pfizer
|
2021 PROXY STATEMENT
|
Shareholder Proposals | ||
Pfizer | 2021 PROXY STATEMENT |
97
|
Shareholder Proposals
Item 4 – Shareholder Proposal Regarding Independent Chair Policy
|
98
|
Pfizer
|
2021 PROXY STATEMENT
|
Shareholder Proposals
Item 4 – Shareholder Proposal Regarding Independent Chair Policy
|
ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST
THIS PROPOSAL.
|
||
Pfizer |
2021 PROXY STATEMENT
|
99
|
Shareholder Proposals
Item 5 – Shareholder Proposal Regarding Political Spending Report
|
100
|
Pfizer
|
2021 PROXY STATEMENT
|
Shareholder Proposals
Item 5 – Shareholder Proposal Regarding Political Spending Report
|
ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST
THIS PROPOSAL.
|
||
Pfizer |
2021 PROXY STATEMENT
|
101
|
Shareholder Proposals
Item 6 – Shareholder Proposal Regarding Report on Access to COVID-19 Products
|
102
|
Pfizer
|
2021 PROXY STATEMENT
|
Shareholder Proposals
Item 6 – Shareholder Proposal Regarding Report on Access to COVID-19 Products
|
ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST
THIS PROPOSAL.
|
||
Pfizer |
2021 PROXY STATEMENT
|
103
|
Annual Meeting Information | ||
104
|
Pfizer
|
2021 PROXY STATEMENT
|
Annual Meeting Information
Annual Meeting
|
Pfizer |
2021 PROXY STATEMENT
|
105
|
Annual Meeting Information
Voting
|
106
|
Pfizer
|
2021 PROXY STATEMENT
|
Annual Meeting Information
Voting
|
Proposal | Vote Required | Broker Discretionary Voting Allowed | ||||||
Election of Directors | Majority of Votes Cast | No | ||||||
Ratification of KPMG LLP | Majority of Votes Cast | Yes | ||||||
Advisory Approval of Executive Compensation | Majority of Votes Cast | No | ||||||
Shareholder Proposals | Majority of Votes Cast | No |
Pfizer |
2021 PROXY STATEMENT
|
107
|
Annual Meeting Information
Voting
|
108
|
Pfizer
|
2021 PROXY STATEMENT
|
Annual Meeting Information
Proxy Materials
|
Pfizer |
2021 PROXY STATEMENT
|
109
|
Annual Meeting Information
Other Questions
|
110
|
Pfizer
|
2021 PROXY STATEMENT
|
Annual Meeting Information
Submitting Proxy Proposals and Director Nominations for the 2022 Annual Meeting
|
Pfizer |
2021 PROXY STATEMENT
|
111
|
Annex 1 | ||
Pfizer |
2021 PROXY STATEMENT
|
i
|
Annex 1
Pfizer Inc. Corporate Governance Principles
|
ii
|
Pfizer
|
2021 PROXY STATEMENT
|
Annex 1
Pfizer Inc. Corporate Governance Principles
|
Pfizer |
2021 PROXY STATEMENT
|
iii
|
Annex 1
Pfizer Inc. Corporate Governance Principles
|
iv
|
Pfizer
|
2021 PROXY STATEMENT
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|