PFIZER INC, DEF 14A filed on 3/13/2025
Proxy Statement (definitive)
v3.25.0.1
Cover
12 Months Ended
Dec. 31, 2024
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
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Summary Compensation Table (SCT) Total for CEO*
 ($)
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)
202424,648,727 38,522,253 8,504,021 11,713,836 891648.0317.96 
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 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. For 2024, see “2024 Grants of Plan-Based Awards Table” for additional detail on the “Long-Term Incentive Award Modification” in September 2024. For 2022, equity awards reported in the SCT include the “make-whole awards” for Mr. Denton in connection with his hiring, as detailed in the Leadership Transition section in the 2023 Proxy Statement.        
Peer Group Issuers, Footnote Peer Group TSR. Represents the DRG Index (NYSE ARCA Pharmaceutical Index) peer group.        
PEO Total Compensation Amount $ 24,648,727 $ 21,562,064 $ 33,017,453 $ 24,353,219 $ 21,033,570
PEO Actually Paid Compensation Amount $ 38,522,253 (62,146,536) 5,662,152 115,175,594 29,667,753
Adjustment To PEO Compensation, Footnote 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(i)
Year
CEO/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
2024
Bourla
24,648,727 14,832,663 
0
9,816,064 18,024,522 11,344,823 (663,156)38,522,253 
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.)
(i) See “2024 Grants of Plan-Based Awards Table” for additional detail on the “Long-Term Incentive Award Modification” in September 2024.
       
Non-PEO NEO Average Total Compensation Amount $ 8,504,021 6,330,278 14,842,288 9,289,461 9,599,590
Non-PEO NEO Average Compensation Actually Paid Amount $ 11,713,836 (9,473,859) 8,437,687 40,940,768 11,911,035
Adjustment to Non-PEO NEO Compensation Footnote
Average Non-CEO NEOs — Summary Compensation Table Total to CAP Reconciliation(i)
Year

Non-CEO NEOs(ii)

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
($)

Avg. CAP to (non-CEO) NEOs
($)
ABCD=A-B-CEFGH=D+E+F+G
2024
Denton, Dolsten, Malik and Boshoff(iii)
8,504,021 3,802,672 — 4,701,349 4,881,641 2,183,867 (53,021)11,713,836 
2023
Denton, Dolsten, Lankler, Malik, Hwang, and Pao(iii)
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(iii)
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(iii)
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)    See “2024 Grants of Plan-Based Awards Table” for additional detail on the “Long-Term Incentive Award Modification” in September 2024.
(ii)    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.
(iii)    For 2024, Dr. Dolsten served as an executive officer until the close of business on December 31, 2024 and terminated employment on February 28, 2025. For 2023, Ms. Hwang and Dr. Pao were no longer serving as executive officers at fiscal-year end (former Chief Commercial Officer (CCO) and Chief Development Officer (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 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’s RSU “make-whole award”, 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
CEO and Average NEOs CAP versus TSR Performance*
03_439182-3_bar_PayPerformance_TSRPerformance (4).jpg
*    TSR value based on $100 investment of Pfizer versus DRG Index as of December 31, 2019.
       
Compensation Actually Paid vs. Net Income
CEO and Average NEOs CAP versus Net Income (GAAP)
03_439182-3_bar_PayPerformance_NetIncome (2).jpg
       
Compensation Actually Paid vs. Company Selected Measure
CEO and Average NEOs CAP versus Adjusted Net Income (Non-GAAP)
03_439182-3_bar_PayPerformance_AdjNetIncome.jpg
       
Total Shareholder Return Vs Peer Group
CEO and Average NEOs CAP versus TSR Performance*
03_439182-3_bar_PayPerformance_TSRPerformance (4).jpg
*    TSR value based on $100 investment of Pfizer versus DRG Index as of December 31, 2019.
       
Tabular List, Table
Most Important Performance Measures
Adjusted Net Income
Total Revenue
Adjusted Diluted EPS
Cash Flow from Operations
       
Total Shareholder Return Amount $ 89 91 154 172 103
Peer Group Total Shareholder Return Amount 164 156 144 134 109
Net Income (Loss) $ 8,030,000,000.00 $ 2,120,000,000 $ 31,370,000,000 $ 21,980,000,000 $ 9,160,000,000
Company Selected Measure Amount 17,960,000,000 11,240,000,000 39,120,000,000 25,240,000,000 16,730,000,000
PEO Name Bourla Bourla Bourla Bourla Bourla
Additional 402(v) Disclosure 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 5-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 2021 and 2022, tracked the DRG Index for 2020 and underperformed for 2023 and 2024. 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 other 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 stock price decline since 2021. When comparing year-end stock prices in 2021 ($59.05) to 2024 ($26.53), there was a reduction of approximately 55%, which resulted in a significant decline in CAP values since 2021.
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 our 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 “2024 Annual Incentive Award/Global Performance Plan (GPP)” and “2024 Annual Long-Term Incentive Award Program”.
The supplemental table and graphs below compare the realized pay for Dr. Bourla over five years with the disclosed SCT Total and CAP.
Year

SCT Total
($)
CAP
($)
Realized Pay(1)
($)
202424,648,727 38,522,253 9,499,998 
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
 ($)
Realized Pay
 ($)
20241,800,000 7,020,000 679,998 9,499,998 
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 Comparisons
03_439182-3_bar_SupplementaryTable (2).jpg
The graph above illustrates our CEO’s realized pay compared to the CAP and SCT Total for 2020-2024. 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:: 1          
Pay vs Performance Disclosure          
Name Adjusted Net Income        
Non-GAAP Measure Description 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:: 2          
Pay vs Performance Disclosure          
Name Total Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted Diluted EPS        
Measure:: 4          
Pay vs Performance Disclosure          
Name Cash Flow from Operations        
PEO          
Pay vs Performance Disclosure          
PEO Total Compensation Amount, Adjusted $ 9,816,064 $ 4,046,754 $ 11,721,071 $ 11,071,861 $ 7,985,022
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (8,440) (2,473,747) (49,901) (1,367,780)
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (14,832,663) (17,506,870) (18,822,635) (13,231,457) (11,680,768)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 18,024,522 2,676,420 23,195,458 47,742,308 20,171,525
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,344,823 (54,869,053) (19,441,173) 57,799,698 2,516,212
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (663,156) (14,000,657) (9,813,204) (1,438,273) (1,005,006)
Non-PEO NEO          
Pay vs Performance Disclosure          
Non-PEO Total Compensation Amount, Adjusted 4,701,349 2,300,191 8,812,794 4,652,456 4,132,336
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (126,204) 0 (53,838) (1,050,895)
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,802,672) (3,903,883) (6,029,494) (4,583,167) (4,416,359)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,881,641 583,665 6,608,542 16,368,787 7,370,367
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,183,867 (9,788,919) (4,530,369) 20,441,286 1,057,547
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (53,021) $ (2,568,796) $ (2,453,280) $ (521,762) $ (649,214)
v3.25.0.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Committee approved the equity awards to eligible employees, including the NEOs, at its February meeting. These awards are ratified by the independent Directors at the full Board meeting, typically, the fourth Thursday of February. In response to Item 402(x)(1) of Regulation S-K, the award grant practices approved by the Committee in early 2024 provide that grant dates will generally be the third business day following the expected 10-K filing but no earlier than the second business day following the actual 10-K filing.
The Committee approved the 2025 annual equity awards at its February 26, 2025 meeting. These awards were then ratified by the independent Directors at the Board’s February 27, 2025 meeting with a grant date of March 4, 2025 (the close of the third business day following the 10-K filing). The Committee and full Board meetings are generally scheduled at least one-year in advance. The Committee neither grants equity awards in anticipation of the release of material nonpublic information, nor is the timing of filings of material nonpublic information based on equity award grant dates.
Equity grants to certain newly hired employees, including executive officers, are effective on the last trading day of the month they commence employment with Pfizer. Special equity grants to continuing employees are effective on the last trading day of the month in which the award is approved or such later date as determined at the time of approval. Where applicable, the exercise/grant price for an award will be equal to the closing market price of our common stock on the grant date. Our equity incentive plan prohibits the repricing or exchange/cash out of equity awards without shareholder approval.
Award Timing Method The Committee approved the equity awards to eligible employees, including the NEOs, at its February meeting. These awards are ratified by the independent Directors at the full Board meeting, typically, the fourth Thursday of February. In response to Item 402(x)(1) of Regulation S-K, the award grant practices approved by the Committee in early 2024 provide that grant dates will generally be the third business day following the expected 10-K filing but no earlier than the second business day following the actual 10-K filing.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered The Committee and full Board meetings are generally scheduled at least one-year in advance. The Committee neither grants equity awards in anticipation of the release of material nonpublic information, nor is the timing of filings of material nonpublic information based on equity award grant dates.
MNPI Disclosure Timed for Compensation Value false
v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true