PFIZER INC, DEF 14A filed on 3/14/2024
Proxy Statement (definitive)
v3.24.0.1
Cover
12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Pfizer Inc.
Entity Central Index Key 0000078003
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]
Summary Compensation Table (SCT) Total for CEO*
 ($)
Compensation Actually Paid to CEO(1)/(2)/(3)
($)
Average SCT Total for (non-CEO) NEOs*
($)
Average Compensation Actually Paid to (non-CEO) NEOs(1)/(2)/(3)
($)
Value of initial fixed $100 investment based on
(GAAP)Company Selected Measure
(Non-GAAP)
Year

TSR (Pfizer) ($)
TSR (Peer Group)** ($)
Net Income ($B)Adj. Net Income***
($B)
202321,562,064 (62,146,536)6,330,278 (9,473,859)911562.1211.24 
202233,017,453 5,662,152 14,842,288 8,437,687 15414431.3739.12 
202124,353,219 115,175,594 9,289,461 40,940,768 17213421.9825.24 
202021,033,570 29,667,753 9,599,590 11,911,035 1031099.1616.73 
     
Company Selected Measure Name Adjusted Net Income      
Named Executive Officers, Footnote [Text Block] SCT Total. As noted earlier in this Proxy Statement, reflects the grants made during the year for which the applicable performance goals have been set under GAAP rules. The accounting rules provide that PSAs are deemed granted and therefore included in the SCT when the applicable goals are set; therefore, one-third of the PSAs is included in the SCT Total in each of the three performance years as a result of the use of three, separately established annual goals. Additionally, for 2022, equity awards reported in the SCT includes the “make-whole awards” for Mr. Denton and Dr. Pao in connection with their hiring, as detailed in the Leadership Transition section in the 2023 Proxy Statement. For 2023, the average amount shown includes Dr. Pao’s pro-rata target bonus award ($691,939) payable in accordance with the terms of the GPP in effect at the time of his involuntary termination.      
Peer Group Issuers, Footnote [Text Block] Peer Group TSR. Represents the DRG Index (NYSE ARCA Pharmaceutical Index) peer group.      
PEO Total Compensation Amount $ 21,562,064 $ 33,017,453 $ 24,353,219 $ 21,033,570
PEO Actually Paid Compensation Amount $ (62,146,536) 5,662,152 115,175,594 29,667,753
Adjustment To PEO Compensation, Footnote [Text Block] To calculate CAP, as defined by the SEC, the following deductions and additions were made to the SCT Total compensation:
CEO — Summary Compensation Table Total to CAP Reconciliation
YearCEO/Principal Executive Officer (PEO)
Reported Summary Compensation Table (SCT) Total
($)
Deductions: Reported Value of Stock and Option Awards
($)
Deductions:
Reported Change in the Actuarial Present Value of Pension
($)
SCT Adjusted Total
($)
Fair Value of Grant During the Year at 12/31
($)
Change in Fair Value of Prior Years’ Awards (Unvested at 12/31)
($)
Change in Fair Value of Prior Years’ Awards that Vested During Applicable Year ($)
CAP
to
CEO
($)
ABCD=A-B-CEFGH=D+E+F+G
2023
Bourla
21,562,064
17,506,870
8,440
4,046,754
2,676,420 (54,869,053)(14,000,657)(62,146,536)
2022Bourla33,017,453 18,822,635 2,473,74711,721,071 23,195,458 (19,441,173)(9,813,204)5,662,152 
2021Bourla24,353,21913,231,45749,90111,071,86147,742,308 57,799,698 (1,438,273)115,175,594 
2020Bourla21,033,57011,680,7681,367,7807,985,02220,171,525 2,516,212 (1,005,006)29,667,753 
(Amounts are subject to rounding.)
     
Non-PEO NEO Average Total Compensation Amount $ 6,330,278 14,842,288 9,289,461 9,599,590
Non-PEO NEO Average Compensation Actually Paid Amount $ (9,473,859) 8,437,687 40,940,768 11,911,035
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
Average Non-CEO NEOs — Summary Compensation Table Total to CAP Reconciliation
Year

Non-CEO NEOs(i)

Reported Summary Compen-sation Table (SCT) Total
($)
Deductions: Reported Value of Stock and Option Awards
($)
Deductions:
Reported Change in the Actuarial Present Value of Pension
($)
SCT Adjusted Total
($)
Fair Value of Grant During the Year at 12/31
($)
Change in Fair Value of Prior Years’ Awards (Unvested at 12/31)
($)
Change in Fair Value of Prior Years’ Awards that Vested During Applicable Year ($)

Avg. CAP to (non-CEO) NEOs
($)
ABCD=A-B-CEFGH=D+E+F+G
2023
Denton, Dolsten, Lankler, Malik, Hwang, and Pao(ii)
6,330,278 3,903,883 126,204 2,300,191 583,665 (9,788,919)(2,568,796)(9,473,859)
2022
Denton, Pao, Dolsten, Hwang, and D’Amelio(ii)
14,842,288 6,029,494 — 8,812,794 6,608,542 (4,530,369)(2,453,280)8,437,687 
2021
D’Amelio, Dolsten, Hwang, Lankler and Young(ii)
9,289,461 4,583,167 53,838 4,652,456 16,368,787 20,441,286 (521,762)40,940,768 
2020
D’Amelio, Dolsten, Hwang, and Young
9,599,590 4,416,359 1,050,895 4,132,336 7,370,367 1,057,547 (649,214)11,911,035 
(Amounts are subject to rounding.)
(i)    Except for Messrs. Denton and Malik and Dr. Pao, the NEOs met the criteria for retirement treatment on their equity awards for the respective year.
(ii)    For 2023, Ms. Hwang and Dr. Pao were no longer serving as executive officers at fiscal-year end (former CCO and CDO, respectively). For 2022, Mr. D’Amelio was no longer serving as an executive officer at fiscal year-end (former CFO). For 2021, Mr. Young was no longer serving as an executive officer at fiscal year-end (former Group President, Chief Business Officer).
     
Equity Valuation Assumption Difference, Footnote [Text Block] The Monte Carlo Simulation used to determine values for the TSRUs uses the valuation date (or the prior business day where the valuation date falls on the weekend or holiday) assumptions of: stock price, expected dividend yield, risk-free interest rate, and stock price volatility, as determined in accordance with ASC Topic 718. However, for outstanding awards granted prior to the Upjohn/Mylan transaction (closed November 2020) the valuations of these grants utilized an adjusted grant price which factored in the value of the dividends prior to the close, consistent with what shareholders would have already received. The PSAs valuation methodology utilized the equity intrinsic value accounting, with the applicable performance conditions applied and dividend equivalents accrued based on the applicable performance conditions. For Mr. Denton and Dr. Pao’s RSU “make-whole awards”, dividend equivalent units are accumulated during the vesting period, at the applicable dividend dates, and reinvested as additional RSUs which are settled in shares with the underlying RSUs on the vesting date.      
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
CEO and Average NEOs CAP versus TSR Performance*
03_427668-3-_bar_CAPvsTSR.jpg
*    TSR value based on $100 investment of Pfizer versus DRG Index as of December 31, 2019.
     
Compensation Actually Paid vs. Net Income [Text Block]
CEO and Average NEOs CAP versus Net Income (GAAP)
bar_CAPvsNetIncome.jpg
     
Compensation Actually Paid vs. Company Selected Measure [Text Block]
CEO and Average NEOs CAP versus Adjusted Net Income (Non-GAAP)
bar_CAPvsAdjNet.jpg
     
Total Shareholder Return Vs Peer Group [Text Block]
CEO and Average NEOs CAP versus TSR Performance*
03_427668-3-_bar_CAPvsTSR.jpg
*    TSR value based on $100 investment of Pfizer versus DRG Index as of December 31, 2019.
     
Tabular List [Table Text Block]
Most Important Performance Measures
Adjusted Net Income
Total Revenue
Adjusted Diluted EPS
Cash Flow from Operations
     
Total Shareholder Return Amount $ 91 154 172 103
Peer Group Total Shareholder Return Amount 156 144 134 109
Net Income (Loss) $ 2,120,000,000 $ 31,370,000,000 $ 21,980,000,000 $ 9,160,000,000
Company Selected Measure Amount 11,240,000,000 39,120,000,000 25,240,000,000 16,730,000,000
PEO Name Bourla Bourla Bourla Bourla
Additional 402(v) Disclosure [Text Block] As the pension plan was frozen, no service cost was included in the calculation of CAP. Additionally, dividends are not paid on PSAs until they settle and then solely on the earned shares.
The following illustrates the relationship between the CAP of our CEO and average non-CEO NEOs (Avg. NEO) and company performance as well as peer performance.
The 4-year compensation history of the CEO and Avg. NEO shows that the disclosed CAP aligns with Pfizer’s TSR which outperformed the DRG Index TSR for 2022 and 2021; tracked the DRG Index for 2020 and underperformed for 2023. The values are based on a $100 investment made on December 31, 2019.
Considering the significant weighting of long-term stock-based incentives in our pay mix (75%-80% for the CEO and 60%-70% on average for the NEOs, of target total direct compensation) due to the intended alignment between the financial interests of our executives and shareholders, the CAP values are significantly influenced by Pfizer’s stock price. This is illustrated by the impact of year-over-year stock price declines since 2021. When comparing year-end stock prices in 2021 ($59.05) to 2022 ($51.24) to 2023 ($28.79), there was a reduction of approximately 13% for 2022 vs. 2021 ($51.24 vs. $59.05), and 44% for 2023 vs. 2022 ($28.79 vs. $51.24) respectively, which resulted in a significant decline in CAP values for 2022 and 2023. The significant weighting of long-term stock-based incentives in our mix is further demonstrated when the stock price increases, when comparing the 2020 year-end stock price of $36.81 to the 2021 year-end stock price of $59.05, which is an approximate 60% increase. This stock price increase resulted in a year-over-year change in value of outstanding long-term incentives which is reflected in the increase in the CAP value in 2021 compared to the CAP value in 2020.
Overall, the Committee believes the executive compensation program strikes an appropriate balance between incentivizing our executives based on performance, as well as utilizing market competitive pay practices. This is also evidenced by the performance metrics the Committee selected to link pay with performance as described in the section below. See our “Compensation Discussion and Analysis” for additional information regarding Pfizer’s pay-for-performance executive compensation program.
COMPANY PERFORMANCE METRICS
Pfizer’s executive compensation program appropriately aligns pay and performance as the Committee seeks to utilize metrics that incentivize and strengthen our alignment to the Compensation Philosophy, as well as our focus on long-term sustainable growth. The metrics (non-GAAP) listed below are the performance metrics the Committee deems as the most important financial performance measures used to link compensation actually paid to our NEOs to the company’s performance for the most recently completed fiscal year, as further described in our Compensation Discussion and Analysis within the sections titled “2023 Annual Incentive Award/Global Performance Plan (GPP)” and “2023 Annual Long-Term Incentive Award Program”.
The supplemental table and graphs below compare the realized pay for Dr. Bourla over four years with the disclosed SCT Total and CAP.
Year

SCT Total
($)
CAP
($)
Realized Pay(1)
($)
202321,562,064 (62,146,536)25,724,089 
202233,017,453 5,662,152 26,621,180 
202124,353,219 115,175,59416,676,919 
202021,033,570 29,667,7539,986,957 
(Amounts are subject to rounding.)
(1)Realized Pay is defined as base salary, short-term incentive bonus paid on account of the performance year, and payouts/settlements of long-term incentive awards during the applicable year.
Year

Salary
($)
Bonus
 ($)
LTI Settlements
 ($)
Realized Pay
 ($)
20231,787,500 023,936,589 25,724,089 
20221,737,500 7,650,000 17,233,680 26,621,180 
20211,687,500  8,000,0006,989,419 16,676,919 
20201,650,000  5,491,800 2,845,157 9,986,957 
(Amounts are subject to rounding.)
Supplemental Table: Realized Pay Comparison
03_427668-3-_bar_SupplementaryTable.jpg
The graph above illustrates our CEO’s realized pay compared to the CAP and SCT Total for 2020-2023. For 2023, the year-end stock price declined from 2022, therefore resulting in a negative CAP value attributable to the decline in the value of outstanding equity awards. The CAP value differs significantly from the realized pay and SCT Total.
See our “Compensation Discussion and Analysis” for additional information regarding Pfizer’s pay-for-performance executive compensation program.
     
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name Adjusted Net Income      
Non-GAAP Measure Description [Text Block] Adjusted Net Income. Results used for PSA purposes. Adjusted Net Income is defined as U.S. GAAP net income attributable to Pfizer Inc. common shareholders before the impact of amortization of intangible assets, certain acquisition-related items, discontinued operations and certain significant items; and is adjusted to reflect budgeted FX rates for the year and further refined to exclude certain other unbudgeted or non-recurring items including acquired in-process research and development expenses.      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Total Revenue      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name Adjusted Diluted EPS      
Measure [Axis]: 4        
Pay vs Performance Disclosure [Table]        
Measure Name Cash Flow from Operations      
PEO [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount, Adjusted $ 4,046,754 $ 11,721,071 $ 11,071,861 $ 7,985,022
PEO [Member] | Stock and Option Awards Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (17,506,870) (18,822,635) (13,231,457) (11,680,768)
PEO [Member] | Change in Pension Value [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (8,440) (2,473,747) (49,901) (1,367,780)
PEO [Member] | Equity Awards Granted During the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 2,676,420 23,195,458 47,742,308 20,171,525
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (54,869,053) (19,441,173) 57,799,698 2,516,212
PEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (14,000,657) (9,813,204) (1,438,273) (1,005,006)
Non-PEO NEO [Member]        
Pay vs Performance Disclosure [Table]        
Non-PEO Total Compensation Amount, Adjusted 2,300,191 8,812,794 4,652,456 4,132,336
Non-PEO NEO [Member] | Pro-Rata Target Bonus Award [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 691,939      
Non-PEO NEO [Member] | Stock and Option Awards Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (3,903,883) (6,029,494) (4,583,167) (4,416,359)
Non-PEO NEO [Member] | Change in Pension Value [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (126,204) 0 (53,838) (1,050,895)
Non-PEO NEO [Member] | Equity Awards Granted During the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 583,665 6,608,542 16,368,787 7,370,367
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (9,788,919) (4,530,369) 20,441,286 1,057,547
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (2,568,796) $ (2,453,280) $ (521,762) $ (649,214)