DEF 14A 1 proxystatement.htm DEF 14A Proxy Statement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Pfizer Inc.
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1    The 2020 Annual Report on Form 10-K is not included in this filing. The 2020 Annual Report on Form 10-K is included in Appendix A to the Notice of 2021 Annual Meeting and Proxy Statement being mailed to our shareholders beginning on or about March 12, 2021. The Corporate and Shareholder Information and the 2020 Patient Impact information contained in the materials being mailed to our shareholders beginning on or about March 12, 2021 are not included in this filing.



Purpose           
Blueprint
OUR PURPOSE
Breakthroughs that change patients’ lives
 
OUR BOLD MOVES
 
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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
 
1.1Create room for meaningful work
1.2Recognize both leadership and performance
1.3Make Pfizer an amazing workplace for all
2.1Source the best science in the world
2.2Double our innovation success rate
2.3Bring medicines to the world faster
3.1Improve access through new payer partnerships
3.2Address the patient affordability challenge
3.3Transform the way we engage patients and physicians
4.1Digitize drug discovery and development
4.2Enhance health outcomes and patient experience
4.3Make our work faster and easier
5.1Be known as the most patient-centric company
5.2Drive pro-innovation/pro-patient policies
5.3Focus the narrative on the value of our science
 
OUR VALUES
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CourageExcellenceEquityJoy




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.
  
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Dr. Albert Bourla
The New Pfizer
With the completion of the Upjohn-Mylan transaction, we saw the culmination of a bold, decade-long transformation of Pfizer from a large, diversified enterprise to a smaller, science-driven, innovative biopharma company. The new Pfizer is all about two things: science and patients. By uniting transformational technology and cutting-edge science, we are pioneering biopharmaceutical innovations to do more than just treat difficult diseases – we want to cure and prevent them. Our pipeline currently includes 95 potential new therapies or indications. That’s 95 potential opportunities to change the lives of patients around the world.
Leading the Battle Against COVID-19
Of course, the biggest story of 2020 for Pfizer was our work with BioNTech to develop and deliver the world’s first COVID-19 vaccine, granted a conditional marketing authorization, Emergency Use Authorization (EUA) or temporary authorization in more than 50 countries worldwide.
It took us just 269 days from the day we announced our plans to collaborate with BioNTech to the day we received the EUA from the U.S. Food & Drug Administration(1), and I couldn’t be more proud of how our colleagues stepped up when the world needed us the most.
Our ability to move at such extraordinary speed – while always maintaining our focus on quality and safety – was the first powerful display of what the new Pfizer is capable of. While we never imagined a pandemic of this magnitude, every action we have taken over the past several years has been to transform Pfizer into an agile, scientific powerhouse capable of addressing the world’s most devastating diseases.
Because of the dire need to vaccinate as many people as possible, as quickly as possible, we continue to explore innovative plans to increase the number of doses we are able to produce globally by the end of 2021. Based on the updated 6-dose labeling and subject to continuous process improvements, expansion at current facilities and adding new suppliers and contract manufacturers, we now believe we can potentially manufacture at least 2 billion doses in total by year’s end.
From day one of our vaccine development program, our outreach has been broad and inclusive to help support equitable access. Pfizer and BioNTech have engaged with governments and global health organizations around the world, and we currently have supply agreements, or are in talks with more than 100 countries and supranational organizations for the supply of our COVID-19 vaccine. We also have allocated doses for supply to low income countries at a not-for-profit price, and we remain committed to partnering with global health stakeholders, when possible to provide expertise and resources where greater support may be needed to deploy COVID-19 vaccines.



A Letter from Pfizer’s Chairman & Chief Executive Officer
Delivering Results
While driving a dramatic transformation of our company and developing a vaccine that quite literally might change the world, we continued to deliver strong results in our R&D pipeline, with our financial performance and with regard to our Environmental, Social and Governance (ESG) commitments. Some examples:
R&D Productivity: We have driven incredible improvements in our clinical success rates(2). For example, our Phase 2 success rate on a five-year rolling average more than tripled from 15% five years ago to 52% as of year-end 2020 – which is almost double the 2019 industry benchmark of 29%.
Financial Performance: We generated 8% operational revenue growth(3) for the year from our biopharmaceutical product portfolio – excluding the results of the divested Upjohn business, the revenue impact from Consumer Healthcare and $154 million of sales of the Pfizer-BioNTech COVID-19 vaccine.
ESG Commitments: Pfizer moved up from 11th to 4th place in the most recent Access to Medicine Index (ATMI). This ranking underscores our continued commitment to access and equity in healthcare.
Positioned for Future Growth
Looking ahead, we remain focused on being nimble and investing in our R&D organization, so we can build on the strong improvement in key metrics we’ve seen over the past five years. At the same time, we will continue to pursue business development opportunities with the potential to enhance our long-term (post-2025) growth prospects.
Through it all, our Purpose Blueprint will remain our roadmap for success, our commitment to patients will be our North Star, and the power of science will be the engine that drives us forward. In 2020, these factors helped us make the seemingly impossible possible. In the years ahead, we believe they will help ensure Science Will Win the battle against not only COVID-19, but many other diseases as well.
Thank you for your continued support of the work we do every day. I encourage you to review this Proxy Statement and vote your shares.

Sincerely,
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Dr. Albert Bourla
Chairman & Chief Executive Officer
We are no longer issuing a separate financial report and encourage you to read our 2020 Annual Report on Form 10-K, which includes our audited consolidated financial statements as of and for the year ended December 31, 2020, and the sections captioned "Risk Factors" and "Forward Looking Information and Factors that May Affect Future Results" for a description of the substantial risks and uncertainties related to the forward-looking statements included herein. Patient counts included herein are estimates derived from multiple data sources.








(1)    The Pfizer-BioNTech COVID-19 vaccine has not been approved or licensed by the U.S. Food and Drug Administration (FDA), but has been authorized for emergency use by the FDA under an Emergency Use Authorization (EUA) to prevent Coronavirus Disease 2019 (COVID-19) for use in individuals 16 years of age and older. The emergency use of this product is only authorized for the duration of the declaration that circumstances exist justifying the authorization of emergency use of the medical product under Section 564(b)(1) of the FD&C Act unless the declaration is terminated or authorization revoked sooner. Please see EUA Fact Sheet at www.cvdvaccine.com.
(2)    Success rates are based on a 5-year rolling average for Phase 2 and Phase 3 studies, and a 3-year rolling average for Phase 1 studies, with the cut-off for the Pfizer analysis ending on fiscal year-end 2020 and the cut-off for the industry’s analysis ending on fiscal year-end 2019, which is the most recent information available. The analysis includes only studies involving new molecular entities. The "industry" in this analysis was based on the Pharmaceutical Benchmarking Forum’s participant companies: AbbVie Inc.; Allergan PLC (which was acquired by AbbVie Inc. in May 2020); Bayer AG; Bristol-Myers Squibb Company; Eli Lilly & Company; Gilead Sciences, Inc.; Johnson & Johnson; Merck & Co, Inc.; Novartis AG; Pfizer; Roche and Sanofi.
(3)    Operational revenue growth also excludes the unfavorable impact of foreign exchange. For additional information on the company's operational revenue performance, see "Financial Highlights and Strategic Accomplishments" in the Compensation Discussion and Analysis section of this Proxy Statement and the "Analysis of the Consolidated Statements of Income" in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2020 Annual Report on Form 10-K.



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.
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Shantanu Narayen
The company moved rapidly to launch our Five-Point Plan, which called on the broader biopharmaceutical industry to join Pfizer in committing to an unprecedented collaboration to combat COVID-19. We helped lead the industry in this effort and announced in December 2020 that – through our collaboration with BioNTech – we were able to develop and deliver the world’s first COVID-19 vaccine authorized for emergency use in developed markets. The pandemic necessitated an extraordinary response from Pfizer and we are very proud of how our management team and all of our colleagues have delivered.
Importantly, Pfizer and the Board believe that our work in addressing the impact of COVID-19 is not done yet. The Board remains actively engaged on this topic and the company’s response, including the manufacturing of the vaccine and Pfizer’s public commitment to equitable and affordable access to COVID-19 vaccines for people around the world.
Board Oversight of Strategy
In addition to the company’s outstanding work related to COVID-19, the last year was pivotal for Pfizer’s continued strategic transformation. In November we announced the completion of the spin-off of Upjohn and subsequent close of the transaction between Upjohn and Mylan N.V. to form Viatris. The Board’s conversations on this transaction were part of our broader discussions at Board meetings where Directors engaged in robust dialogue about Pfizer’s corporate strategy.
For some time now, we have increasingly focused on Pfizer’s next stage in its evolution into a more focused, innovative science-based biopharmaceutical products business. The Board has thoughtfully deliberated on what this transformation means for the company and for the Board itself.
Ongoing Board Refreshment
Given the evolution of Pfizer’s strategy, in 2020 we continued our search for new Directors to join the Board. In doing so, the Board considered a broad and diverse pool of potential candidates with a focus on scientific expertise and global leadership skills. Through this search, we were fortunate to welcome three new Directors to the Board in the first half of 2020:
James Quincey, who contributes notable expertise in international business leadership and operations, finance, innovation and technology;
Dr. Susan Hockfield, who contributes significant scientific expertise in support of Pfizer’s strategic focus on innovation and advancing our pipeline; and
Dr. Susan Desmond-Hellmann, who contributes notable expertise in medicine, academia, research and global health.



A Message from Pfizer’s Lead Independent Director
These new Directors have already made significant contributions to the Board and we also are pleased that they demonstrate Pfizer’s continued commitment to enhancing the Board’s overall diversity. Presently, four of our Directors are women and three of our Directors are ethnically diverse.
In addition, to bring fresh perspectives to two of our Board Committees, we updated the composition of the Science and Technology Committee to be solely composed of scientists and we elected Dr. Scott Gottlieb as Chair of the Regulatory and Compliance Committee.
Commitment to Diversity and Inclusion
Over the past year, the Board has heard and supported efforts to speak up against racial discrimination and injustice. We were proud to see in May 2020 Pfizer’s Chairman and CEO Albert Bourla directly and publicly address these important issues. During the year, the Board continued to oversee the company’s human capital management initiatives that underscore Pfizer’s commitment to maintaining a strong and inclusive culture – one where colleagues of diverse backgrounds and abilities can contribute their unique viewpoints and perspectives related to all aspects of the business. The Board has engaged with management on several related topics and initiatives, including the company’s disclosure of its pay equity study results and opportunity parity goals. The Board recognizes diversity and inclusion continue to be key topics of interest among our shareholders. Accordingly, the Board is focused on ensuring they are prioritized at the Board level, and as part of broader Pfizer initiatives that the Board oversees.
Environmental, Social and Governance Strategy
Pfizer’s commitment to initiatives that promote diversity and inclusion are part of a broader effort to ensure that environmental, social and governance (ESG) considerations and goals are incorporated into the company’s corporate strategy. In early 2020, Pfizer undertook an ambitious cross-divisional initiative to formalize how the company’s ESG objectives align with Pfizer’s Purpose Blueprint and the five "Bold Moves" that comprise our strategic roadmap. At the same time – in recognition of the growing importance of these topics among certain of Pfizer’s investors and other stakeholders – the Board formalized its oversight of the company’s ESG initiatives through the Governance & Sustainability Committee. The Committee receives regular updates regarding the company’s progress on these efforts, including feedback from our shareholders – which has been positive and confirms our ESG approach.
Strong Commitment to Shareholder Engagement
In closing, on behalf of my fellow Directors, we would like to thank our shareholders and all of our stakeholders for the time they commit to engaging with us and sharing their feedback. The Board engages in reviews of shareholder and stakeholder communications at each of our meetings and we are routinely informed of shareholder feedback received during Pfizer’s year-round investor outreach. As detailed in this Proxy Statement, under "Shareholder Outreach," we covered a range of topics and the Board continues to use your input to inform our practices and policies to help ensure they remain strong and industry leading.
We look forward to serving your interests in 2021 and beyond. Thank you for your support.

Sincerely,
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Shantanu Narayen
Lead Independent Director
Please refer to our Annual Report on Form 10-K for the year ended December 31, 2020, including the sections captioned "Risk Factors" and "Forward Looking Information and Factors that May Affect Future Results," for a description of the substantial risks and uncertainties related to the forward-looking statements included herein.



Notice of 2021 Annual Meeting
and Proxy Statement
TIME AND DATERECORD DATEVOTING 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
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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.
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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.
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BY MAIL
Registered holders and PSP participants:
Complete, sign and return the proxy card
Beneficial owners: Complete, sign and return the voting instruction form
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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 - Annual 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.
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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.







2020 Pfizer At A Glance*
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~$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
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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
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95
Projects in Clinical
Research & Development**
43
Manufacturing Sites Worldwide
Operated by Pfizer Global Supply
~78,500
Employees Globally

Unless indicated otherwise, the information contained in this summary is as of December 31, 2020.
*On November 16, 2020, our Upjohn business, which was our global, primarily off-patented branded and generics business, was spun off and combined with Mylan N.V. (Mylan) to create a new global pharmaceutical company, Viatris Inc. (Viatris). Beginning in the fourth quarter of 2020, the financial results of the Upjohn business are reflected as discontinued operations for all periods presented. Following the combination, we now operate as a focused innovative biopharmaceutical company engaged in the discovery, development, manufacturing, marketing, sales and distribution of biopharmaceutical products worldwide.
** As of February 2, 2021.








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
Here are highlights of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.
SUMMARY OF SHAREHOLDER VOTING MATTERS
Voting MattersBoard Vote RecommendationSee page
Item 1 — Election of Directors
FOR EACH NOMINEE
Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm
FOR
Item 3 — 2021 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
Our Director Nominees
You are being asked to vote on the election of the following 12 Directors. All Directors are elected annually by the affirmative vote of a majority of votes cast. For detailed information about each Director’s background, skill set and areas of expertise, please see "Director Nominees" later in this Proxy Statement.
Committee Memberships
Other
Public
Boards
Name
Age(1)
Director
Since
Occupation and ExperienceIndependentAuditCompensation
Governance &
Sustainability
Regulatory &
Compliance
Science &
Technology
Ronald E. Blaylock612017Founder, Managing Partner of GenNx360 Capital Partnersü
l
l3
Albert Bourla,
DVM, Ph.D.
592018Chairman & Chief Executive Officer, Pfizer Inc.
Susan Desmond-Hellmann, M.D., M.P.H.
632020
Senior Advisor and a Board member of the Gates Medical Research Institute. Retired Chief Executive Officer of the Bill & Melinda Gates Foundation
üll
Joseph J. Echevarria642015Retired Chief Executive Officer, Deloitte LLPülCHAIR3
Scott Gottlieb, M.D.482019Special Partner of New Enterprise Associates, Inc.’s Healthcare Investment Team and Resident Fellow of the American Enterprise InstituteüCHAIRl1
Helen H. Hobbs,
M.D.
682011Investigator, Howard Hughes Medical Institute & Professor, University of Texas Southwestern Medical CenterüllCHAIR
Susan Hockfield,
Ph.D.
702020Professor of Neuroscience and President Emerita, Massachusetts Institute of Technologyüll
Dan R. Littman,
M.D., Ph.D.
682018Helen 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 Instituteülll
Shantanu Narayen
Lead Independent Director
572013Chairman, President & Chief Executive Officer, Adobe Inc.ü1
Suzanne Nora
Johnson
632007Retired Vice Chairman, Goldman Sachs Group, Inc.üCHAIRl2
James Quincey562020Chairman and Chief Executive Officer, The Coca-Cola Companyül1
James C. Smith
612014Chairman of Thomson Reuters Foundation; Retired President & Chief Executive Officer, Thomson Reuters CorporationülCHAIR
(1)Age as of the date of the 2021 Annual Meeting.
Pfizer
2021 PROXY STATEMENT
1

Proxy Statement Summary
Board and Committee Refreshment
To help ensure effective refreshment and proactively manage eventual vacancies on the Board due to upcoming retirements, the Governance & Sustainability Committee and the full Board consider a diverse pool of qualified Director candidates on an ongoing basis. This process resulted in the election of six new independent Directors over the past five years: Drs. Dan R. Littman, Scott Gottlieb, Susan Desmond-Hellmann and Susan Hockfield and Messrs. Ronald E. Blaylock and James Quincey. Their elections were informed by the Board’s continued focus on its composition and its annual evaluation process, which ensures the appropriate balance of skills, diversity, experience and tenure in light of the company's evolution into a more focused, innovative science-based biopharmaceutical products business. In addition, in November 2020, in connection with the closing of the transaction to spin-off our Upjohn business and combine it with Mylan N.V. to form Viatris, each of Mr. W. Don Cornwell and Mr. James M. Kilts resigned from Pfizer’s Board of Directors upon joining the Viatris Board of Directors.
In 2020, we also made several changes to our Board Committees, including: (i) updating the composition of the Science and Technology Committee to be composed of the five scientists on the Board; and (ii) electing Dr. Scott Gottlieb as Chair of the Regulatory and Compliance Committee. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with the benefits of fresh perspectives and exposing our Directors to different aspects of our business.
Board Composition
Pfizer maintains a diverse Board, which represents a wide range of experience and perspectives important to enhancing the Board’s effectiveness in fulfilling its oversight role. Below we highlight the composition of our Director nominees.

BOARD TENUREBOARD DIVERSITY
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Average Director tenure is 5 years
4 of 12 Directors are female
3 of 12 Directors are ethnically diverse

KEY SKILLS AND EXPERIENCE
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BUSINESS
LEADERSHIP &
OPERATIONS
INTERNATIONAL
BUSINESS
MEDICINE
& SCIENCE
RISK
MANAGEMENT
HEALTHCARE
& PHARMA
GOVERNMENT
& PUBLIC
POLICY
HUMAN
CAPITAL
MANAGEMENT
TECHNOLOGY
FINANCE &
ACCOUNTING
ACADEMIA
Ronald E. Blaylocklll
Albert Bourla, DVM, Ph.D.lllll
Susan Desmond-Hellmann, M.D., M.P.H.lllll
Joseph J. Echevarrialllll
Scott Gottlieb, M.D.lll
Helen H. Hobbs, M.D.lll
Susan Hockfield, Ph.D.llll
Dan R. Littman, M.D., Ph.D.lll
Shantanu Narayenllllll
Suzanne Nora Johnsonlllll
James Quinceylllll
James C. Smithllll
2
Pfizer
2021 PROXY STATEMENT

Proxy Statement Summary
Corporate Governance Highlights
Pfizer exercises and maintains strong corporate governance practices. Good governance promotes the long-term interests of our shareholders, strengthens Board and management accountability and improves our standing as a trusted member of the communities we serve.
   
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
2020 Shareholder Outreach
Our robust year-round shareholder outreach program is an essential component of maintaining our strong corporate governance practices. We generally seek investor feedback on a variety of key topics, including our strategic priorities, corporate governance, executive compensation, Environmental, Social and Governance (ESG) initiatives and other related issues. During 2020, we sought feedback from investors representing approximately 50% of our outstanding shares and engaged with more than 20 global institutional investors, representing over 20% of our outstanding shares. Such engagement included the participation of Mr. Joseph Echevarria, the Chair of the Board’s Governance & Sustainability Committee and senior management.
Areas of particular focus during our 2020 discussions with investors included our business and ESG strategy, our response to the COVID-19 pandemic, human capital management, Board composition and other industry-specific and governance topics. Overall, investors’ sentiments were positive and their feedback was summarized and shared with the Board of Directors. The Board considers such feedback an important factor during their discussions.
For more information about our 2020 shareholder engagement program and the actions we took in response to shareholder feedback, see "Governance—Governance & Sustainability Committee Report" and "Governance—Shareholder Outreach" later in this Proxy Statement.
Executive Compensation Highlights
Pfizer’s pay-for-performance compensation philosophy is approved by the Compensation Committee. Our goal is to align each executive’s compensation with Pfizer’s short- and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives crucial to Pfizer’s long-term success.
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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
2020 KEY ELEMENTS OF EXECUTIVE COMPENSATION
Direct compensation for our executives in 2020 consisted of the following key elements:
ElementType/DescriptionObjective
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
pg5_piechartxperformanceme.jpg
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
pg5_piechartxltimix1.jpg
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
 
*Adjusted Net Income, as the PSA performance measure, is defined as U.S. GAAP Net Income excluding purchase accounting adjustments, acquisition-related costs, discontinued operations and certain significant items; and is adjusted to reflect budgeted foreign exchange rates for the year and further refined to exclude other unbudgeted or non-recurring items.

Pfizer
2021 PROXY STATEMENT
5

Proxy Statement Summary
2020 NAMED EXECUTIVE OFFICER (NEO) PAY MIX
The illustration below uses year-end salary and target annual short- and long-term incentive awards for the NEOs to show the percentage that each pay element comprises in the NEOs’ target total direct compensation for 2020.
2020 Target Total Direct Compensation for
Albert Bourla (CEO)
2020 Target Total Direct Compensation (Average) for
Other NEOs
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pg555_piechartxtrgttotaldcb.jpg
OUR COMPENSATION PRACTICES
Pfizer continues to implement and maintain leading practices in its compensation program, including:
What We DoWhat 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
Twelve members of our Board are standing for re-election to the Board until the next Annual Meeting of Shareholders. A majority of the votes cast is required for the election of Directors in an uncontested election. A majority of the votes cast means that the number of votes cast "for" a Director nominee must exceed the number of votes cast "against" that nominee. Our Corporate Governance Principles contain detailed procedures to be followed in the event that one or more Directors do not receive a majority of the votes cast "for" his or her election at the Annual Meeting.
Each nominee elected as a Director will continue in office until our next Annual Meeting and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal or retirement.
We expect each nominee for election as a Director to be able to serve if elected. If any nominee is not able to serve, the persons appointed by the Board of Directors and named as proxies in the proxy materials or, if applicable, their substitutes (the Proxy Committee) may vote their proxies for substitute nominees, unless the Board chooses to reduce the number of Directors serving on the Board.
The Board has determined that all Director nominees (other than Dr. Bourla) are independent of the company and management and meet Pfizer’s criteria for independence (see "Director Independence" later in this Proxy Statement).
Criteria for Board Membership
The Governance & Sustainability Committee focuses on Board succession planning on a continuous basis. In performing this function, the Committee recruits and recommends the nominees for election as Directors to the full Board of Directors. The goal is to achieve a diverse Board that provides effective oversight of the company.
Important general criteria and considerations for Board membership include:
  
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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
  
The Committee also considers, on an ongoing basis, the background, experience and skills of the incumbent Directors that are important to Pfizer’s current and future business needs, including, among others, experience and skill in the following areas:
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DIRECTOR SKILLS CRITERIA
image58a.jpg
Business Leadership & Operations
image62.jpg
Healthcare & Pharma
image34.jpg
Technology
image63.jpg
International Business
image50.jpg
Government & Public Policy
image59a.jpg
Finance & Accounting
image52a.jpg
Medicine & Science
image64.jpg
Human Capital Management
image44a.jpg
Academia
image53.jpg
Risk Management
 
The Board and each Committee conduct rigorous annual evaluations to help ensure satisfaction of the criteria for Board membership (see "Evaluation of Board Effectiveness" later in this Proxy Statement). Based on these activities and their review of the current composition of the Board, the Governance & Sustainability Committee and the Board determined that the criteria for Board membership have been satisfied.

Pfizer
2021 PROXY STATEMENT
7

Item 1 – Election of Directors Selection of Candidates
Selection of Candidates
Director Skill Set Considerations; Use of Matrix; Commitment to Diversity
In recruiting and selecting Board candidates, the Governance & Sustainability Committee takes into account the size of the Board and considers a skills matrix. This skills matrix helps the Committee determine whether a particular Board member or candidate possesses one or more of the skill sets, as well as whether those skills and/or other attributes qualify him or her for service on a particular committee. The Committee also considers a wide range of additional factors, including other positions the Director or candidate holds, including other boards of directors on which he or she serves; the results of the Board and Committee evaluations; each Director’s and candidate’s projected retirement date; the independence of each Director and candidate; and the company’s current and future business needs. While the company does not have a formal policy on Board diversity, Pfizer’s Corporate Governance Principles provide that Directors should be selected so that the Board maintains its diverse composition, with diversity reflecting gender, age, race, ethnicity, background, professional experience and perspectives. Pursuant to its charter, the Governance & Sustainability Committee of the Board is responsible for considering a diverse pool of candidates to fill positions on the Board.
Consideration of Potential Director Candidates
On an ongoing basis, the Governance & Sustainability Committee considers potential Director candidates identified on its own initiative, as well as candidates referred or recommended to it by other Directors, members of management, search firms, shareholders and other sources (including individuals seeking to join the Board).
Shareholders who wish to recommend candidates may contact the Governance & Sustainability Committee as described in "How to Communicate with Our Directors" later in this Proxy Statement. All candidates are required to meet the criteria outlined above, as well as those discussed in our Corporate Governance Principles and other governing documents, as applicable, as determined by the Governance & Sustainability Committee. Further, in order for the Board to determine that a candidate is independent, each candidate must also meet the criteria outlined below under "Director Independence." Shareholder nominations must be made according to the procedures required under our By-laws (including via our proxy access by-law) and described in this Proxy Statement under the heading "Submitting Proxy Proposals and Director Nominations for the 2022 Annual Meeting." Shareholder-recommended candidates and shareholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Governance & Sustainability Committee in the same manner as the Governance & Sustainability Committee’s nominees.
Retirement Policy
Under Pfizer’s Corporate Governance Principles, a Director is required to retire when he or she reaches age 73. A Director elected to the Board prior to his or her 73rd birthday may continue to serve until the annual shareholder's meeting following his or her 73rd birthday. On the recommendation of the Governance & Sustainability Committee, the Board may waive this requirement as to any Director if it deems a waiver to be in the best interests of the company.
Our 2021 Director Nominees
The Governance & Sustainability Committee and the Board believe that each nominee for Director brings a strong and unique set of perspectives, experiences and skills to Pfizer. The combination of these nominees creates an effective and well-functioning Board that has an optimal balance of experience, diversity, leadership, competencies, qualifications and skills in areas of importance to Pfizer and serves the company and our shareholders well.
 
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
Director Nominees
pg9_photobaylockr1.jpg
Ronald E. Blaylock
AGE: 61
 
DIRECTOR SINCE: 2017
 
BOARD COMMITTEES:Audit and Compensation
KEY SKILLS:
image58a.jpg
Business Leadership & Operations
image53.jpg
Risk Management
image59a.jpg
Finance & Accounting
 
OTHER CURRENT PUBLIC BOARDS:Advantage Solutions Inc., CarMax, Inc., and W.R. Berkley Corporation
 
Founder, Managing Partner of GenNx360 Capital Partners, a private equity firm focused on investing in industrial and business services companies in the U.S. middle market since 2006. Prior to launching GenNx360 Capital Partners, Mr. Blaylock founded and managed Blaylock & Company, an investment banking firm. He also held senior management positions at UBS, PaineWebber Group and Citicorp.
Director of Advantage Solutions Inc., CarMax, Inc. and W.R. Berkley Corporation, an insurance holding company. Director of Syncreon U.S., a for-profit private company. Former Director of Urban One, Inc. (from 2002 until 2019). Member of the Board of Trustees of Carnegie Hall. Member of the Board of Overseers of New York University Stern School of Business. Board Member of Mebane Foundation.
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.
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Albert Bourla, DVM, Ph.D.
AGE: 59
  
Chairman and Chief Executive Officer
DIRECTOR SINCE: 2018
KEY SKILLS:
image58a.jpg
Business Leadership & Operations
image64.jpg
Human Capital Management
image63.jpg
International Business
image62.jpg
Healthcare & Pharma
image52a.jpg
Medicine & Science
 
OTHER CURRENT PUBLIC BOARDS:None
 
Chairman of the Board of Pfizer since January 2020; Chief Executive Officer of Pfizer since January 2019; Chief Operating Officer of Pfizer from January 2018 until December 2018; Group President, Pfizer Innovative Health from June 2016 until December 2017; Group President, Global Innovative Pharma Business of Pfizer from February 2016 until June 2016 (responsible for Vaccines, Oncology and Consumer Healthcare since 2014). President and General Manager of Established Products Business Unit of Pfizer from 2010 until 2013. Since joining Pfizer in 1993, Dr. Bourla has served in various leadership positions with increasing responsibility within Pfizer’s former Animal Health and global commercial organizations.
Board member of Pharmaceutical Research and Manufacturers of America (PhRMA). Board member of The Pfizer Foundation, which promotes access to quality healthcare. Member of the Board of the Partnership for New York City and Catalyst.
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
pg10_photoxdhellmannslowre.jpg
Susan Desmond-Hellmann, M.D., M.P.H.
AGE: 63
 
DIRECTOR SINCE: 2020
BOARD COMMITTEES:Governance & Sustainability and Science and Technology
KEY SKILLS:
image58a.jpg
Business Leadership & Operations
image52a.jpg
Medicine & Science
image62.jpg
Healthcare & Pharma
image44a.jpg
Academia
image34.jpg
Technology
 
OTHER CURRENT PUBLIC BOARDS: None
 
Served as the Chief Executive Officer of the Bill & Melinda Gates Foundation, a private foundation committed to enhancing global healthcare, reducing extreme poverty and expanding educational opportunities, from 2014 until her retirement in 2020, and currently continues as a Senior Advisor and a Board member of the Gates Medical Research Institute. Prior to joining the Bill & Melinda Gates Foundation, she served as the first female and ninth overall Chancellor of the University of California, San Francisco (UCSF) from 2009 to 2014. Dr. Desmond-Hellmann remains an Adjunct Professor at UCSF. From 1995 through 2009, Dr. Desmond-Hellmann was employed at Genentech where she served as President of Product Development from 2005-2009, overseeing pre-clinical and clinical development, business development and product portfolio management. Prior to joining Genentech, she was Associate Director, Clinical Cancer Research at Bristol-Myers Squibb Pharmaceutical Research Institute.
Director of Facebook Inc. from 2013 to 2019. Director of Procter & Gamble from 2010 to 2017.
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
pg10_photoechevarriajj1.jpg
Joseph J. Echevarria
AGE: 64
 
DIRECTOR SINCE: 2015
BOARD COMMITTEES:Audit and Governance & Sustainability (Chair)
KEY SKILLS:
image58a.jpg
Business Leadership & Operations
image63.jpg
International Business
image53.jpg
Risk Management
image59a.jpg
Finance & Accounting
image50.jpg
Government & Public Policy
 
OTHER CURRENT PUBLIC BOARDS:The Bank of New York Mellon Corporation, Unum Group and Xerox Corporation
 
Served as the Chief Executive Officer of Deloitte LLP (Deloitte), a global provider of professional services, from 2011 until his retirement in 2014. During his 36-year tenure with Deloitte, served in various leadership roles, including Deputy Managing Partner, Southeast Region, Audit Managing Partner and U.S. Managing Partner and Chief Operating Officer.
Chairman of the Board of The Bank of New York Mellon Corporation. Director of Unum Group, a provider of financial protection benefits, and Director of Xerox Corporation. Former Member of the President’s Export Council and former member of the Presidential Commission on Election Administration. Former Chair of My Brother’s Keeper Alliance. Special Advisor to the President of the University of Miami and Member of the Board of Trustees of the University of Miami.
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.

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Scott Gottlieb, M.D.
AGE: 48
 
DIRECTOR SINCE: 2019
 
BOARD COMMITTEES:Regulatory and Compliance (Chair) and Science and Technology
KEY SKILLS:
image50.jpg
Government & Public Policy
image52a.jpg
Medicine & Science
image62.jpg
Healthcare & Pharma
 
OTHER CURRENT PUBLIC BOARDS:Illumina, Inc.
Special Partner, New Enterprise Associates, Inc.’s Healthcare Investment Team and Resident Fellow of the American Enterprise Institute. Served as the 23rd Commissioner of the U.S. Food and Drug Administration (FDA) from 2017 to 2019. Prior to serving as Commissioner of the FDA, Dr. Gottlieb held several roles in the public and private sectors, including serving as a Venture Partner to New Enterprise Associates, Inc. from 2007 to 2017.
Director of Illumina, Inc. Director of Aetion, Inc. a private healthcare data technology company, and Tempus, a private technology company. Member of the National Academy of Medicine and a contributor to the financial news network CNBC.
 
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
pg11_photohobbsh1.jpg
Helen H. Hobbs, M.D.
AGE: 68
 
DIRECTOR SINCE: 2011
 
BOARD COMMITTEES:Governance & Sustainability, Regulatory and Compliance, and Science and Technology (Chair)
KEY SKILLS:
image44a.jpg
Academia
image52a.jpg
Medicine & Science
image62.jpg
Healthcare & Pharma
 
OTHER CURRENT PUBLIC BOARDS: None
Investigator, Howard Hughes Medical Institute since 2002, Professor of Internal Medicine and Molecular Genetics and Director of the McDermott Center for Human Growth and Development at the University of Texas Southwestern Medical Center. Scientific Advisor of the Column Group. Member of the American Society for Clinical Investigation and the Association of American Physicians. Elected to the National Academy of Medicine in 2004, the American Academy of Arts and Sciences in 2006, and the National Academy of Sciences in 2007. Received both the Clinical Research Prize (2005) and Distinguished Scientist Award (2007) from the American Heart Association. In 2012, received the inaugural International Society of Atherosclerosis Prize. Received the Pearl Meister Greengard Award (2015) and the Breakthrough Prize in Life Sciences (2015); the Passano Award (2016); the Harrington Prize for Innovation in Medicine (2018); the Lefoulon-Delalande Grand Prize in Science (2018); the Gerald D. Aurbach Award for Outstanding Translational Research (2019); and the Anitschkow Prize (2019).
 
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.
 

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Susan Hockfield, Ph.D.
AGE: 70
 
DIRECTOR SINCE: 2020
BOARD COMMITTEES:Regulatory and Compliance and Science and Technology
KEY SKILLS:
image44a.jpg
Academia
image58a.jpg
Business Leadership & Operations
image50.jpg
Government & Public Policy
image52a.jpg
Medicine & Science
 
OTHER CURRENT PUBLIC BOARDS:None
 
Professor of Neuroscience and President Emerita at the Massachusetts Institute of Technology (MIT). Served as MIT’s sixteenth president from 2004 to 2012. Member, Koch Institute for Integrative Cancer Research at MIT. Prior to joining MIT, she was the William Edward Gilbert Professor of Neurobiology, Dean of the Graduate School of Arts and Sciences from 1998 to 2002 and Provost from 2003 to 2004 at Yale University.
Served as Science Envoy with the U.S. Department of State and as a member of a Congressional Commission evaluating the Department of Energy laboratories. Founding co-chair of the Advanced Manufacturing Partnership. Member of the American Academy of Arts and Sciences and the Society for Neuroscience.
Recipient of the Charles Judson Herrick Award from the American Association of Anatomists, the Wilbur Lucius Cross Award from Yale University, the Meliora Citation from the University of Rochester, the Golden Plate Award from the Academy of Achievement, the Amelia Earhart Award from the Women’s Union, the Edison Achievement Award, the Pinnacle Award for Lifetime Achievement from the Greater Boston Chamber of Commerce and the Geoffrey Beene Builders of Science Award from Research!America.
She previously served as a Director of General Electric Company from 2006 until 2018 and a Director of Qualcomm from 2012 until 2016.
  
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
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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:
image52a.jpg
Medicine & Science
image62.jpg
Healthcare & Pharma
image44a.jpg
Academia 
 
OTHER CURRENT PUBLIC BOARDS: None
Helen L. and Martin S. Kimmel Professor of Molecular Immunology at the Skirball Institute of Biomolecular Medicine of NYU Langone Medical Center since 1995 and an Investigator, Howard Hughes Medical Institute, since 1987. Professor of Microbiology and Immunology at the University of California, San Francisco from 1985 to 1995.
Member of the National Academy of the Sciences and the National Academy of Medicine. Fellow of the American Academy of Arts and Sciences and the American Academy of Microbiology. Founding Scientific Advisory Board Member of Vedanta Biosciences and Scientific co-founder and Advisory Board Member of Immunai, Inc. Member of Scientific Advisory Boards at ChemoCentryx, Inc., the Cancer Research Institute, the Broad Institute and the Ragon Institute of MGH, MIT and Harvard. Member of the Scientific Steering Committee of Parker Institute of Cancer Immunotherapy. Awarded the New York City Mayor’s Award for Excellence in Science and Technology (2004), the Ross Prize in Molecular Medicine (2013) and the Vilcek Prize in Biomedical Science (2016).
 
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.
 
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Shantanu Narayen
AGE: 57
 
Lead Independent Director
 
DIRECTOR SINCE: 2013
KEY SKILLS:
image58a.jpg
Business Leadership & Operations
image63.jpg
International Business
image59a.jpg
Finance & Accounting
image64.jpg
Human Capital Management
image34.jpg
Technology
image53.jpg
Risk Management
 
OTHER CURRENT PUBLIC BOARDS:  Adobe Inc.
Chairman, President and Chief Executive Officer of Adobe Inc. (Adobe), one of the largest and most diversified software companies in the world. Prior to his appointment as CEO in 2007, he held various leadership roles at Adobe, including President and Chief Operating Officer, Executive Vice President of Worldwide Products, and Senior Vice President of Worldwide Product Development.
Vice Chairman of US-India Strategic Partnership Forum. Consistently named one of the world’s best CEOs by Barron’s magazine and, in 2020, ranked as a Fortune "Businessperson of the Year."
 
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
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Suzanne Nora Johnson
AGE: 63
 
DIRECTOR SINCE: 2007
BOARD COMMITTEES:Audit (Chair) and Regulatory and Compliance
KEY SKILLS:
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Business Leadership & Operations
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Risk Management
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International Business
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Finance & Accounting
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Healthcare & Pharma
 
OTHER CURRENT PUBLIC BOARDS:Intuit Inc. and Visa Inc.
 
Retired Vice Chairman, Goldman Sachs Group, Inc. (Goldman Sachs), since 2007. During her 21-year tenure with Goldman Sachs, she served in various leadership roles, including Chair of the Global Markets Institute, Head of Global Research, and Head of Global Health Care.
Director of Intuit Inc. and Visa Inc. Co-Chair, Board of Trustees of The Brookings Institution; Member of the Board of Trustees of the Carnegie Institution of Washington and Co-Chair of the Investment Committee of the Board of Trustees of the University of Southern California. Director of American International Group, Inc. from 2008 to 2020.
 
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.
 

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James Quincey
AGE: 56
 
DIRECTOR SINCE: 2020
BOARD COMMITTEES:Compensation
KEY SKILLS:
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Business Leadership & Operations
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International Business
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Finance & Accounting
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Technology
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Human Capital Management
OTHER CURRENT PUBLIC BOARDS:The Coca-Cola Company
 
Chairman and Chief Executive Officer of The Coca-Cola Company, the world’s largest non-alcoholic beverage company. He was appointed Chairman of the Board in 2019 and CEO in 2017. Prior to his appointment as CEO in 2017, he held various leadership roles at The Coca-Cola Company, including President and Chief Operating Officer from 2015 to 2017, President of the Europe Group, President of the Northwest Europe and Nordics business unit and President of the Mexico division. Director of US - China Business Council and Catalyst. Member of the Business Roundtable.
 
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.
 

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Pfizer
2021 PROXY STATEMENT

Item 1 – Election of Directors Director Nominees
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James C. Smith
AGE: 61
 
DIRECTOR SINCE: 2014
BOARD COMMITTEES:Audit and Compensation (Chair)
 
KEY SKILLS:
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Business Leadership & Operations
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Finance & Accounting
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Human Capital Management
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International Business
 
OTHER CURRENT PUBLIC BOARDS:None
 
Chairman of the Thomson Reuters Foundation, a London-based charity supported by the global news and information provider. President and Chief Executive Officer of Thomson Reuters Corporation, a provider of intelligent information for businesses and professionals from 2012 through March 2020, and its Chief Operating Officer from September 2011 to December 2011, and Chief Executive Officer, Thomson Reuters Professional Division, from 2008 to 2011. Prior to the acquisition of Reuters Group PLC by The Thomson Corporation (Thomson) in 2008, served as Chief Operating Officer of Thomson and as President and Chief Executive Officer of Thomson Learning’s Academic and Reference Group. Director of Refinitiv, a privately-held global provider of financial market data and infrastructure until its acquisition by the London Stock Exchange Group in January 2021. Member of the Board of Trustees of the Brookings Institution. Director of Thomson Reuters Corporation from 2012 until 2020.
 
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
Overview
We maintain and enhance our long record of excellence in corporate governance by regularly refining our corporate governance policies and procedures to reflect evolving practices and issues raised by our shareholders and other stakeholders. We believe good governance promotes our shareholders' long-term interests, strengthens Board and management accountability and improves our standing as a trusted corporate citizen.
Key governance documents guide our governance structure and processes, including our Corporate Governance Principles and Committee Charters, which govern the operation of the Board of Directors and its Committees in executing their responsibilities. The Principles are reviewed at least annually by the Governance & Sustainability Committee and the full Board and are updated periodically in response to changing regulatory requirements, evolving practices, issues raised by our shareholders and other stakeholders, and otherwise as circumstances warrant. Our Corporate Governance Principles are included as "Annex 1" to this Proxy Statement.
Board Information
Board Leadership Structure
The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to ensure both independent oversight of senior management and a highly engaged and high-functioning Board. Based on its experience, considerable engagement with shareholders, and an assessment of research on this issue, the Board understands and respects that numerous viewpoints concerning a board’s optimal leadership structure exist.
Given the dynamic and competitive environment in which we operate, the Board believes that its optimal leadership structure may vary as circumstances warrant. Under our By-laws and Corporate Governance Principles, the Board can and will change its leadership structure if it determines that doing so is in the best interest of Pfizer and its shareholders at any given time. Consistent with this understanding, the independent Directors do not view any particular board leadership structure as preferred and consider the Board’s leadership structure on at least an annual basis. This consideration includes the evaluation of alternative leadership structures in light of the company’s current operating and governance environment, a review of peer company leadership structures, and investor feedback, with the goal of achieving the optimal model for Board leadership and effective oversight of senior leaders by the Board.
The Board recognizes that in circumstances where the positions of Chairman and CEO are combined or the Chairman is not independent, it is imperative that the Board elect a strong Lead Independent Director with a clearly defined role and set of responsibilities. Our Corporate Governance Principles align with the Board’s goal of achieving the optimal model for Board leadership and investor preferences. See "Our Lead Independent Director" below.

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2021 PROXY STATEMENT

Governance Board Information
2020 ANNUAL REVIEW OF LEADERSHIP STRUCTURE
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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.
 
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2021 PROXY STATEMENT
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Governance Board Information
OUR LEAD INDEPENDENT DIRECTOR
At Pfizer, the Lead Independent Director has a clearly defined set of responsibilities and provides significant independent Board leadership. Mr. Shantanu Narayen has served as our Lead Independent Director since the 2018 Annual Meeting of Shareholders. Upon becoming Lead Independent Director, Mr. Narayen also became an ex-officio member of each of the Board’s Committees.
During Mr. Narayen’s nearly eight years of service on Pfizer’s Board and three years as Pfizer’s Lead Independent Director, he has consistently demonstrated strong leadership skills and risk oversight abilities in addition to deep expertise in technology and innovative product development. The independent Directors are confident in Mr. Narayen’s ability to continue to serve as Lead Independent Director.
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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.

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2021 PROXY STATEMENT

Governance Board Information
The Board’s Role in Risk Oversight
Management is responsible for assessing and managing risk, including through the Enterprise Risk Management (ERM) program, subject to oversight by the Board. The ERM program provides a framework for risk identification and management. Each risk is prioritized and assigned to a member or members, as appropriate, of our Executive Leadership Team (ELT), the company's senior-most leadership and decision-making management body. The Board believes that its leadership structure and the ERM program support the risk oversight function of the Board. The Board executes its oversight responsibility for risk assessment and risk management directly and through its Committees:
 
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.

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Governance Board Information
The Board's Oversight of Company Strategy and Response to COVID-19
The Board and its Committees are involved in overseeing our corporate strategy, including major business and organizational initiatives, capital allocation priorities and potential business development opportunities. The Board engages in robust discussions regarding our corporate strategy at nearly every Board meeting and, at least annually, receives a formal update on the company’s short- and long-term objectives, including the company’s operating plan and long-term corporate strategic plan. The Board’s Committees oversee elements of our strategy associated with their respective areas of responsibility.
In addition, the Board has been actively involved in the oversight of the company’s response to the COVID-19 pandemic. Early on, the Board received updates at least weekly from management as the company moved swiftly to launch its Five-Point Plan, a plan calling on the biopharmaceutical industry to join the company in committing to unprecedented collaboration to combat COVID-19. Under the plan, Pfizer committed to: 1) share tools and insights; 2) marshall our people; 3) apply our drug development expertise; 4) offer our manufacturing capabilities; and 5) improve future rapid response. The scientific expertise provided by the company’s talented and diverse Board proved to be especially beneficial to company leaders during this unprecedented time. The Board continues to receive periodic updates regarding the global pandemic and Pfizer’s progress to combat COVID-19. For further information regarding Pfizer's Five-Point Plan, please see https://www.pfizer.com/health/coronavirus.
The Board’s Oversight of Company Culture and Diversity and Inclusion
Management establishes and reinforces the company’s culture, which the Board and its Committees oversee. The Board recognizes the value of Pfizer’s colleagues and the need for the company to build and sustain a culture where colleagues of diverse backgrounds and abilities contribute their unique viewpoints and perspectives related to all aspects of the business. Through our strong culture, our leaders set the tone for the company, emphasizing the importance of acting with integrity, and supporting a speak-up culture in which colleagues are encouraged to raise concerns without fear of retaliation.
Following a pilot program in 2019, the company commenced the staged implementation of a new performance management program in 2020, measuring both performance and leadership. Performance goals are set and assessed on a semi-annual cycle, designed to enhance colleague focus and accountability. Leadership capabilities are based on the company’s values — courage, excellence, equity, and joy. In addition, to measure adherence to our values, all colleagues were invited to complete surveys designed to measure colleague engagement. The results of the surveys were reported to the Board and, once available, will be compared with results from prior years. The Board also meets with colleagues during annual site visits; however, no site visits were conducted in 2020 due to the COVID-19 pandemic.
The Board’s Committees oversee elements of our culture associated with their respective areas of responsibility. The Compensation Committee is kept informed of Pfizer’s compensation practices, including pay equity, through regular updates. In addition, significant matters involving company culture, including steps taken to appropriately address matters such as potential compliance concerns, inappropriate workplace behavior, harassment and retaliation, are reported to the Audit Committee. The Regulatory and Compliance Committee, responsible for oversight of the company’s Compliance Program, receives updates on the company’s culture of integrity and the tone set by leaders throughout the organization. The Governance & Sustainability Committee oversees 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 was informed of the company's plans to publicly disclose its Consolidated EEO-1 Reports in 2021 and beyond.
The Board’s Role in Succession Planning
MANAGEMENT SUCCESSION PLANNING
Succession planning for Pfizer’s senior management positions, which ensures continuity of leadership over the long-term, is critical to the company’s success. The Board is responsible for planning for CEO succession, as well as certain other senior management positions. The topic is discussed regularly in executive sessions. To assist the Board, the CEO annually provides the Board with an assessment of other senior managers and their potential to succeed him. The CEO also provides the Board with an assessment of persons considered potential successors to certain senior management positions. The Board also has the opportunity to meet with these individuals.
In addition, the Governance & Sustainability Committee will review periodically with the CEO the succession plans relating to positions held by elected corporate officers and will make recommendations to the Board with respect to the selection of individuals to hold these positions.
BOARD SUCCESSION PLANNING
The Governance & Sustainability Committee focuses on Board succession planning on a continuous basis. In performing this function, the Committee is responsible for recruiting and recommending nominees for election as Directors to the Board of Directors. The goal is to achieve a Board that provides effective oversight of the company with the appropriate diversity of gender, age, race, ethnicity, background, professional experience and perspectives.
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2021 PROXY STATEMENT

Governance Board Information
Process for Selecting New Director Nominees
Throughout 2019 and 2020, in connection with its commitment to maintain the Board’s diverse composition, with diversity reflecting gender, age, race, ethnicity, background and perspectives, the Governance & Sustainability Committee identified and reviewed a comprehensive list of Director candidates and followed the rigorous process set forth below. Resulting from this process the Board elected: Mr. James Quincey as a Director in February 2020; Dr. Susan Hockfield as a Director in March 2020; and Dr. Susan Desmond-Hellmann as a Director in April 2020.
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
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2.IDENTIFICATION OF QUALIFIED CANDIDATES
Identify a list of candidates through:
Board member nominations
ELT nominations
Search agencies and recruiters
Shareholders and other sources
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3.DUE DILIGENCE SCREENING
Review of qualifications:
Skills matrix
Integrity and independence requirements
Past experience and perspectives
Other positions the candidate holds
Diversity
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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.
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4.INTERVIEWS OF SHORTLISTED CANDIDATES
Committee members, and, as appropriate, other Board members and management interview the shortlisted candidates.

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2021 PROXY STATEMENT
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Governance Board Information
Evaluation of Board Effectiveness
The Board is committed to continuous improvement and utilizes annual evaluations to evaluate performance and improve effectiveness.
2020 EVALUATION PROCESS
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.
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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.
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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 2021.
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JUNE – DECEMBER
FOLLOW-UP
Any results requiring additional consideration are addressed at future Board and Committee meetings.
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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.


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2021 PROXY STATEMENT

Governance Board Information
Board and Committee Information
During 2020, the Board of Directors met eight times. Each of our incumbent Directors attended at least 75% of the total meetings of the Board and the Board Committees on which he or she served that were held during the time he or she was a Director in 2020. In accordance with our Corporate Governance Principles, all Directors then in office attended our 2020 Annual Meeting, which was held virtually.
The table below provides the current membership of each of the standing Board Committees and the number of meetings held in 2020:
NameAuditCompensationGovernance &
Sustainability
Regulatory &
Compliance
Science &
Technology
Ronald E. Blaylockll
Albert Bourla, DVM, Ph.D.
Susan Desmond-Hellmann, M.D., M.P.H.
ll
Joseph J. EchevarrialCHAIR
Scott Gottlieb, M.D.CHAIRl
Helen H. Hobbs, M.D.llCHAIR
Susan Hockfield, Ph.D.
ll
Dan R. Littman, M.D., Ph.D.lll
Shantanu Narayen(1)
Suzanne Nora JohnsonCHAIRl
James Quinceyl
James C. SmithlCHAIR
Meetings in 2020117645
(1)As Lead Independent Director, Mr. Narayen serves as an ex-officio member of each Committee and regularly attends meetings of the various Committees.
COMMITTEE REFRESHMENT
The Board, upon recommendation from the Governance & Sustainability Committee, reviews and determines the composition of the Committees and Committee Chairs. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with the benefits gained from fresh perspectives and enhancing our Directors’ understanding of different aspects of our business. In 2020, we made the following changes to our Board Committees:
updated the composition of the Science and Technology Committee to be composed of the five scientists on the Board; and
elected Dr. Scott Gottlieb as Chair of the Regulatory and Compliance Committee.
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2021 PROXY STATEMENT
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Governance Board Information
BOARD COMMITTEES
THE AUDIT COMMITTEE
Chair:
Suzanne Nora Johnson

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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
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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


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Governance Board Information
THE GOVERNANCE & SUSTAINABILITY COMMITTEE
Chair:
Joseph J. Echevarria
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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.
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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
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2021 PROXY STATEMENT
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Governance Board Information
THE SCIENCE AND TECHNOLOGY COMMITTEE
Chair:
Helen H.
Hobbs, M.D.
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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
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2021 PROXY STATEMENT

Governance Governance & Sustainability Committee Report
Governance & Sustainability Committee Report
The Governance & Sustainability Committee seeks to maintain and enhance Pfizer’s record of excellence in corporate governance by regularly reviewing and refining, when appropriate, Pfizer’s corporate governance policies and practices. The following are examples of how we worked to achieve these objectives in 2020 and early 2021.
Board Leadership Structure: The Committee and the independent Directors conducted a thorough annual review of the Board’s leadership structure and the Directors unanimously determined to maintain the current leadership structure, with Dr. Bourla as Chairman and Chief Executive Officer, and Mr. Narayen as Lead Independent Director.
Board and Committee Matters; Director Evaluations: During 2020, we assessed Director qualifications for serving on various committees, assessed Director independence, conducted a comprehensive evaluation process for the Board and its Committees and recommended changes to the composition of certain committees. In addition, the Committee reviewed and, where appropriate, recommended changes to our governing documents. The Committee continued to review the functioning of the Board and Committees and discussed its annual Board and Committee evaluation process. We considered whether to modify the existing process, including the potential use of a third-party advisor to conduct the evaluation process. We determined that, in light of the significant amount of refreshment the Board has experienced over the past several years, the current process was effective and that no modifications were warranted for 2021.
Recruitment and Assessment of Potential New Directors: In 2020, we continued an ongoing Board succession planning process to identify and assess potential Director candidates. We considered several factors, including Pfizer's evolution into a more focused, innovative science-based biopharmaceutical products business, a review of our skills matrix and the resignations of Messrs. Cornwell and Kilts, who resigned from Pfizer's Board of Directors upon joining the Viatris Board of Directors in November 2020. We considered a diverse pool of potential Director candidates with a focus on scientific expertise and global leadership skills based on recommendations provided by our Chairman and CEO, the independent Directors, management, external advisors and other resources. Resulting from this process, in February 2020, March 2020, and April 2020 respectively, the Committee recommended, and the Board elected, Mr. James Quincey, Dr. Susan Hockfield and Dr. Susan Desmond-Hellmann. The Committee considered the election of: (i) Mr. Quincey as a Director upon recommendation by our Chairman and CEO and evaluation by a third-party search firm; (ii) Dr. Hockfield as a Director upon recommendation by one of our Board members and evaluation by a third-party search firm; and (iii) Dr. Desmond-Hellmann as a Director upon recommendation by our Chairman and CEO and evaluation by a third-party search firm. For details regarding the qualifications of Drs. Hockfield and Desmond-Hellmann and Mr. Quincey, please see "Our 2021 Director Nominees" earlier in this Proxy Statement.
Environmental, Social and Governance Strategy: In early 2020, Pfizer launched an ESG initiative, which was designed to integrate the company's ESG program with our corporate strategy. Throughout the year, we reviewed and discussed the ESG initiative and its progress with company leaders. See "Shareholder Outreach" and "Environmental, Social and Governance" later in this Proxy Statement.
Public Policy/Corporate Political Spending/Lobbying Activities: Under our Charter, we also maintain an informed status on company issues related to public policy, including political spending policies and practices. We were informed of Pfizer’s public policy and corporate political spending policies, practices and priorities through periodic discussions and reviews of the company’s annual Political Action Committee and Corporate Political Contributions Report. The Committee also received a report from the company's U.S. Government Relations leaders regarding the company’s federal and state lobbying priorities and activities, including an overview of the benefits derived from the company’s association with certain trade and other organizations, in accordance with our Charter.
Legislative and Regulatory Developments: We continued to monitor and evaluate corporate governance and executive compensation developments, including U.S. Securities and Exchange Commission (SEC) rules and NYSE listing standards through reports provided by management.
Shareholder Engagement: We engaged in reviews of shareholder and stakeholder communications at each of our meetings and were informed of shareholder feedback received during Pfizer’s year-round investor outreach, which included the participation of the Chair of the Governance & Sustainability Committee, Mr. Echevarria. The Committee was also kept apprised of all shareholder proposals received and discussions with the proponents.
The Governance & Sustainability Committee
Joseph J. Echevarria, Chair
Susan Desmond-Hellmann, M.D., M.P.H.
Helen H. Hobbs, M.D.
Dan R. Littman, M.D., Ph.D.
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2021 PROXY STATEMENT
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Governance Regulatory and Compliance Committee Report
Regulatory and Compliance Committee Report
The Committee assists the Board of Directors with the oversight of significant healthcare-related regulatory and compliance issues. Under the terms of its Charter, the Committee receives reports regarding Pfizer’s compliance program, for which management has primary responsibility.
In 2020, we received reports and discussed with management, including the Chief Compliance, Quality and Risk Officer and the General Counsel, significant healthcare-related regulatory and compliance risks and related compliance program initiatives, functions and risk management.
Among the matters considered were:
potential healthcare-related regulatory or compliance risks in connection with the development, manufacture and marketing of Pfizer products, and efforts to mitigate those risks;
certain compliance-related government investigations and other legal proceedings involving Pfizer;
certain internal investigations of potential healthcare-related compliance or regulatory matters;
results of internal audits conducted in areas within the Committee’s oversight;
updates regarding FDA Warning Letters and other significant regulatory communications;
updates on the company’s quality and compliance governance framework and risk management;
updates regarding compliance with the requirements of Pfizer’s Corporate Integrity Agreement;
the integration of acquired companies into Pfizer’s compliance program;
Pfizer’s anti-retaliation policies and procedures and any retaliation claims received by Pfizer;
Pfizer's culture of integrity and the tone set by leaders throughout the organization; and
Pfizer’s incentive compensation practices for sales and marketing personnel.
In our activities, we considered potential risks and steps Pfizer has taken to mitigate risk in areas within our oversight.
The Regulatory and Compliance Committee
Scott Gottlieb, M.D., Chair
Helen H. Hobbs, M.D.
Susan Hockfield, Ph.D.
Dan R. Littman, M.D., Ph.D.
Suzanne Nora Johnson


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2021 PROXY STATEMENT

Governance Shareholder Outreach
Shareholder Outreach
CONNECT
Investor engagement supports our foundation and record of excellence in corporate governance.
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COLLABORATE
A collaborative approach fosters a mutual understanding of key governance priorities.
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COMMUNICATE
Investor feedback keeps the Board informed of shareholder sentiment and emerging issues.
Connect
To inform our strong corporate governance practices, we engage with our shareholders to seek their feedback on areas where we are performing well and areas for potential improvement. Throughout the year, we seek opportunities to connect with our investors to gain and share valuable insights into current and emerging global governance trends and Pfizer’s corporate governance policies and practices.
During 2020, we solicited feedback from investors representing approximately 50% of our outstanding shares, and we engaged with more than 20 global institutional investors representing over 20% of shares outstanding to discuss various corporate governance and related matters, including our business and ESG strategy, our response to the COVID-19 pandemic, human capital management, Board composition and other industry-specific or governance hot topics. We also engaged with the major proxy advisory firms. Due to COVID-19, all meetings were conducted via teleconference and videoconference. Although shareholder outreach is primarily a function of management, members of the Board also participate when appropriate. During 2020, Mr. Echevarria, Chair of the Governance & Sustainability Committee, participated in discussions with investors. In addition to connecting with our institutional investors, we remain responsive to our individual investors’ and other stakeholders’ inquiries.
In early 2020, Pfizer embarked on an ambitious cross-divisional initiative to refine and deepen the alignment of our ESG program with our broader corporate strategy and purpose. A key element of this initiative was to demonstrate the integration of ESG commitments within our Purpose Blueprint and to further develop and expand the key performance indicators (KPIs) so they align with Pfizer’s five Bold Moves. During June and July 2020, we met with several institutional investors to discuss our proposed approach and they were supportive. For more information, see "Environmental, Social and Governance" later in this Proxy Statement.
In addition, in September 2020, we hosted a virtual "Investor Day," during which Pfizer business executives and scientific leadership provided updates on the company’s progress in advancing its R&D pipeline.
Collaborate
During our engagements, we strive for a collaborative approach and value the variety of investors’ perspectives we receive, which deepens our understanding of their interests and motivations and fosters a mutual understanding of governance priorities. Items on the meeting agendas for 2020 covered a range of topics, including, but not limited to, those listed below.
SUMMARY OF CERTAIN 2020 SHAREHOLDER DISCUSSIONS
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.
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2021 PROXY STATEMENT
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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: We shared our plans with investors to disclose our Consolidated EEO-1 Reports in 2021 and beyond. In addition, investor feedback was shared with the Governance & Sustainability Committee and full Board. For additional information concerning 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: Investor 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.

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2021 PROXY STATEMENT

Governance Shareholder Outreach
Communicate
At each Governance & Sustainability Committee meeting, we share investor and other stakeholder feedback directly with the Committee. We view communication between our shareholders and the Board as a dialogue and, when appropriate, members of our Board engage directly with our shareholders.
We communicate with our shareholders through various platforms, including via our website, in print and, in 2020, virtually, at shareholder meetings or investor presentations. In 2020, in addition to meeting with institutional investors, we responded to more than 1,200 inquiries from individual shareholders sent to the Board of Directors or the Office of the Corporate Secretary.
HOW TO COMMUNICATE WITH OUR DIRECTORS
Shareholders and other interested parties may communicate with any of our Directors, including the Lead Independent Director and the Audit Committee Chair, as follows:
By mail: Write to the Corporate Secretary, Pfizer Inc., 235 East 42nd Street, New York, New York 10017; or
By e-mail: Go to Pfizer’s website at https://investors.pfizer.com/corporate-governance/contact-our-directors/default.aspx.
Shareholder communications are distributed to the Board, or to any individual Director or Directors, as appropriate, depending on the facts and circumstances outlined in the communication. The Board has requested that certain items that are unrelated to the duties and responsibilities of the Board be redirected or excluded, as appropriate.
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Governance Environmental, Social and Governance
Environmental, Social and Governance
Our approach to ESG helps us advance our purpose, drive positive impact relevant to the breakthroughs we aim to deliver, demonstrate the value they bring to patients and other stakeholders, and govern our operations and impact on society. As such, we are on a journey to more intentionally connect our purpose with our ESG strategy in order to better understand and address the needs of patients, colleagues, partners, shareholders, and communities.
Connecting our Purpose, Strategy and ESG
In 2020, we aligned our ESG priority areas and key KPIs to our Purpose Blueprint, a strategy consisting of bold moves and core values that we believe will allow Pfizer’s colleagues to deliver on the promise of our purpose and unlock the power of our science.
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We believe in strong governance, acting with integrity and increased transparency to help us measure the impact we have on society and the value we bring to patients and health care systems, local economies, employees and the environment.
Please view Pfizer’s 2020 Annual Review and 2020 ESG Report at www.pfizer.com/annual for further information on the company’s ESG efforts, as well as our new environmental sustainability goals. Please note that our 2020 Annual Review and 2020 ESG Report are not a part of our proxy solicitation materials.
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2021 PROXY STATEMENT

Governance Public Policy Engagement and Political Participation
Public Policy Engagement and Political Participation
Board Oversight
The Governance & Sustainability Committee is responsible for maintaining an informed status on public policy and corporate political spending practices through periodic discussions and reviews of the company’s annual Political Action Committee (PAC) and Corporate Political Contributions report. Management also informs the Committee of the company’s lobbying priorities and activities through semi-annual reports, including a year-end report on lobbying priorities for the coming year.
Public Policy Engagement for Global Public Health
We operate in a highly regulated and competitive industry. Fundamental to our business, our patients and our shareholders is engagement on public policy issues that may affect our ability to meet patients’ needs and enhance shareholder value. These issues include advancing biomedical research and healthcare innovation; advocating for protecting intellectual property rights; and improving patient access to care. We regularly work with policy makers to help create and maintain an innovative environment where we can cultivate new medicines, bring them to market and ensure that patient health and safety remain a priority.
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.
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2021 PROXY STATEMENT

Governance Pfizer Policies on Business Conduct
Federal and State Lobbying Activity
The company’s U.S. Government Relations leaders are responsible for the company’s lobbying activities, and the Governance & Sustainability Committee maintains an informed status on the company’s lobbying priorities and activities through periodic reports from management. All colleague communications with government and regulatory officials are governed by Pfizer’s internal policies and procedures, which include guidelines available on our website at https://www.pfizer.com/purpose/transparency/code-of-conduct.
REPORTING AND COMPLIANCE FEATURES:
   
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 Policies on Business Conduct
All of our employees, including our Chief Executive Officer, Chief Financial Officer and Controller, are required to abide by Pfizer’s policies on business conduct to help ensure that our business is conducted in a consistently legal and ethical manner. Pfizer’s policies form the foundation of a comprehensive process that includes compliance with corporate policies and procedures, an open relationship among colleagues to foster ethical business conduct, and a high level of integrity. Our policies and procedures cover all major areas of professional conduct, including employment practices, conflicts of interest, intellectual property and the protection of confidential information, and require strict adherence to laws and regulations applicable to the conduct of our business. Code of Conduct training is assigned to all new colleagues upon hire and to existing colleagues regularly. The Code of Conduct training includes a certification to confirm that colleagues are familiar with and agree to abide by the Code of Conduct and that they have reported, pursuant to the provisions of the Code of Conduct, any suspected or potential violations of law or Pfizer policy.
Employees are required to report any conduct that they believe to be an actual or apparent violation of Pfizer’s policies on business conduct. Retaliation against any employee who seeks advice, raises a concern, reports misconduct, or provides information in an investigation is strictly prohibited. Our Audit Committee has procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls, or auditing matters and to allow for confidential and anonymous submissions by employees with concerns regarding questionable accounting or auditing matters.
The full text of our Code of Conduct, including information regarding how to report allegations of misconduct, is posted on our website at https://www.pfizer.com/purpose/transparency/code-of-conduct. We will disclose any future amendments to, or waivers from, provisions of these ethics policies and standards affecting our Chief Executive Officer, Chief Financial Officer, Controller and executive officers on our website as promptly as practicable, as may be required under applicable SEC and NYSE rules.
Code of Conduct for Directors
Our Directors are required to comply with a Code of Business Conduct and Ethics for Members of the Board of Directors (the Director Code). The Director Code is intended to focus the Board and the individual Directors on areas of ethical risk, help Directors recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and foster a culture of honesty and accountability. The Director Code covers all areas of professional conduct relating to service on the Pfizer Board, including conflicts of interest, unfair or unethical use of corporate opportunities, strict protection of confidential information, compliance with applicable laws and regulations, and oversight of ethics and compliance by employees of the company.
The full text of the Code of Business Conduct and Ethics for Members of the Board of Directors is posted on our website at
https://investors.pfizer.com/corporate-governance/the-pfizer-board-policies/default.aspx.
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2021 PROXY STATEMENT
35

Governance Other Governance Practices and Policies
Other Governance Practices and Policies
Director Independence
Our Board of Directors has adopted Director Qualification Standards (Standards) to evaluate and determine Director independence. Our Standards meet, and in some respects exceed, the independence requirements of the NYSE.
Director Qualification Standards. To qualify as independent under our Standards, a non-employee Director must have no material relationship with Pfizer other than as a Director. The Standards include strict guidelines for Directors and their immediate families regarding employment or affiliation with Pfizer or its independent registered public accounting firm; prohibitions against Audit Committee members having any direct or indirect financial relationship with Pfizer; considerations for evaluation of Compensation Committee member independence; and restrictions on both commercial and not-for-profit relationships between non-employee Directors and Pfizer. Directors may not receive personal loans or extensions of credit from Pfizer, must deal at arm’s length with Pfizer and its subsidiaries, and must disclose any circumstance that might be perceived as a conflict of interest. Our Director Qualification Standards can be found on our website at https://investors.pfizer.com/corporate-governance/the-pfizer-board-policies/default.aspx.
Under our Standards, certain relationships and transactions are not considered to be material transactions that would impair a Director’s independence, including the following:
the Director is an employee, or an immediate family member of the Director is an executive officer, of another company that does business with Pfizer, and our annual sales to or purchases from the other company in each of the last three fiscal years amounted to less than 1% of the annual revenues of the other company; and
the Director, or an immediate family member of the Director, is an executive officer of another company, and our indebtedness to the other company or its indebtedness to Pfizer amounts to less than 1% of the total consolidated assets of the other company.
In 2020, no indebtedness existed between Pfizer and any entity of which a Director or an immediate family member of a Director was an executive officer.
Drs. Desmond-Hellmann, Hobbs, Hockfield and Littman are employed at medical or academic institutions with which Pfizer engages in ordinary-course business transactions. Mr. Narayen is the chief executive officer of Adobe Inc. and Mr. Smith was the chief executive officer of Thomson Reuters Corporation until March 15, 2020, companies with which Pfizer engages in ordinary-course business transactions. Dr. Gottlieb is Resident Fellow of the American Enterprise Institute (AEI). In 2020, Pfizer made a payment to AEI related to a corporate sponsorship. We reviewed our transactions with and payments to each of these entities and found that these transactions/payments were made in the ordinary course of business and were below the levels set forth in our Standards.
Under our Standards, contributions to not-for-profit entities in which a Director of the company, or a Director’s spouse, serves as an executive officer, amounting to less than 2% of that organization’s latest publicly available total revenues (or $1 million, whichever is greater), will not serve as a bar to the Director’s independence. None of our Directors, or their spouses, is an executive officer of a not-for-profit organization to which Pfizer contributed in 2020. Nonetheless, a summary of charitable contributions to not-for-profit organizations with which our Directors or their spouses are affiliated was made available to the Governance & Sustainability Committee. None of the contributions approached the levels set forth in our Standards.
Independence Assessment. Together with Pfizer’s legal counsel, the Governance & Sustainability Committee has reviewed the applicable legal and NYSE standards for Board and Committee member independence, as well as our Standards. A summary of the answers to annual questionnaires completed by each of the Directors and a report of transactions with Director affiliated entities are also made available to the Committee. On the basis of this review, the Committee has delivered a report to the full Board of Directors, and the Board has made its independence determinations based upon the Committee’s report and the supporting information.
The Board has determined that all of our current Directors (other than Dr. Albert Bourla) are independent of the company and its management and meet Pfizer’s criteria for independence. The independent Directors are Drs. Susan Desmond-Hellmann, Scott Gottlieb, Helen H. Hobbs, Susan Hockfield and Dan R. Littman; Ms. Suzanne Nora Johnson; and Messrs. Ronald E. Blaylock, Joseph J. Echevarria, Shantanu Narayen, James Quincey and James C. Smith. The Board has determined that Dr. Albert Bourla is not independent because of his employment as Pfizer’s CEO. In addition, the Board previously determined that former Directors Messrs. W. Don Cornwell and James M. Kilts were independent.
In making these determinations, the Board considered that, in the ordinary-course of business, relationships and transactions may occur between Pfizer and its subsidiaries on the one hand and entities with which some of our Directors are or have been affiliated on the other.

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Governance Other Governance Practices and Policies
Derivatives Trading/Hedging Policy
We have a policy that prohibits employees, including the NEOs, and Directors from purchasing or selling options on Pfizer common stock or engaging in short sales of Pfizer common stock. In addition, the policy prohibits trading in puts, calls, straddles, equity swaps or other derivative securities, including exchange funds, that are directly linked to Pfizer common stock (sometimes referred to as "hedging").
Governance Materials Available on Our Website
Our Corporate Governance Principles and the following Board policies and other corporate governance materials are published on our website:
Meet the Pfizer Board of Directors
By-laws
Restated Certificate of Incorporation
Board Committees and Charters
Charter of the Lead Independent Director
Director Qualification Standards
Code of Business Conduct and Ethics for Members of the Board of Directors
Board Policy on Pension Benefits for Executives
Related Person Transaction Approval Policy
Policy — Criteria for the Selection of a Compensation Committee Consultant
Policy on Prohibition of Pledging of Pfizer Stock
Corporate Governance FAQs
Contact Our Directors
Pfizer Policies on Business Conduct
Please view these materials at: https://www.pfizer.com/people/leadership/board-of-directors, https://investors.pfizer.com/corporate-governance/default.aspx and https://www.pfizer.com/purpose/transparency/code-of-conduct.
We will provide copies of any of these items without charge upon written request to our Corporate Secretary, Pfizer Inc., 235 East 42nd Street, New York, New York 10017. The information on our website is not a part of this Proxy Statement.
Pfizer
2021 PROXY STATEMENT
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Non-Employee Director Compensation
Our non-employee Directors receive cash compensation, as well as equity compensation in the form of Pfizer stock units, for their Board service.
NON-EMPLOYEE DIRECTOR COMPENSATION
In 2020, we provided the following compensation to our non-employee Directors:
PositionCash RetainersPfizer Stock Units
Board Member$142,500$192,500
Chair of Each Board Committee$30,000
Lead Independent Director$50,000
Our Governance & Sustainability Committee is responsible for reviewing and advising on the compensation of our non-employee Directors. To assist with this duty, they have engaged an independent compensation consultant, FW Cook & Co., and specifically George Paulin, its Chairman, to perform periodic reviews of our non-employee Director compensation program, which includes an analysis of market trends and best practices and a comparison versus our Pharmaceutical Peer and General Industry Comparator Groups. The compensation program for our non-employee directors was last reviewed in April 2020 by the Governance & Sustainability Committee in consultation with FW Cook & Co. and they recommended no changes to the program.
In addition to the compensation set forth in the above chart, any new Director elected to the Board receives a pro-rata grant of Pfizer stock units having a value equal to the ratio of service as a Director during the 12-month period beginning as of the most recent Annual Meeting multiplied by $192,500, as of the date of grant. Accordingly, Mr. Quincey and Drs. Hockfield and Desmond-Hellmann received Pfizer stock units upon his or her election to the Board in 2020 with a value of $29,615, $26,971 and $11,635, respectively as of the date of grant. In 2021, each non-employee Director will receive Pfizer stock units with a value of $192,500, as of the date of grant, upon election at the 2021 Annual Meeting of Shareholders, provided the Director continues to serve as a Director following the meeting.
Under the Pfizer Inc. 2019 Stock Plan, the aggregate value of Pfizer stock units granted, plus cash retainer paid to a non-employee Director during a 12-month period, may not exceed $800,000.
Dr. Bourla does not receive any compensation for his service as a Director. For additional information regarding Dr. Bourla’s compensation, see the "Compensation Discussion and Analysis" section later in this Proxy Statement.
DIRECTOR STOCK OWNERSHIP
Non-employee Directors are required to own shares of Pfizer common stock having a value of at least five times their annual cash retainer, currently $712,500 worth of Pfizer stock. For purposes of satisfying this requirement, a Director’s holdings include, in addition to shares held outright, units granted to the Director as compensation for Board service and shares or units held under a deferral or similar plan. A Director has five years from (a) the date of his or her first election as a Director, or (b) if later, the date of an increase in the amount of Pfizer stock required to be held, to satisfy this ownership requirement. We maintain policies that prohibit Directors from pledging Pfizer stock or engaging in activities considered to be hedging of our common stock, and none of our Directors has pledged Pfizer stock as collateral for personal loans or other obligations.
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Non-Employee Director Compensation
Non-Employee Director Stock Ownership
Shares held as a multiple of Annual Cash Retainer (dollar value of shares determined using Pfizer’s closing stock price as of December 31, 2020).
pg40_barchart-stockowner1.jpg
(1)Dr. Gottlieb became a member of our Board in June 2019, Mr. Quincey became a member of our Board in February 2020, Dr. Hockfield became a member of our Board in March 2020 and Dr. Desmond-Hellmann became a member of our Board in April 2020. Directors have five years from (a) the date of their first election as a Director or (b) if later, the date of an increase in the amount of Pfizer stock required to be held, to satisfy the stock ownership requirement.
DEFERRED COMPENSATION
Cash Compensation. Non-employee Directors may defer all or a part of their annual cash retainers under the Pfizer Inc. Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors (the Unit Award Plan) until they cease to be members of the Board. At a Director’s election, the cash retainer fees held in the Director’s account can be credited with Pfizer stock units or deemed invested in the same investments available to Pfizer employees under certain deferred compensation plans. The number of Pfizer stock units is calculated by dividing the amount of the deferred fee by the closing price of Pfizer’s common stock on the last business day of the fiscal quarter in which the fee is earned. If fees are deferred as Pfizer stock units, the number of stock units in a Director’s account is increased by crediting additional stock units based on the value of any dividends on the common stock. When a Director ceases to be a member of the Board, the amount attributable to stock units held in his or her account is paid in cash or in shares of Pfizer stock, at the Director’s election. The amount of any cash payment is determined by multiplying the number of Pfizer stock units in the account by the closing price of our common stock on the last business day before the payment date.
Equity Compensation. Directors who have met the stock ownership requirements as of December 31 of the prior year are permitted each year to elect to defer units granted in the immediately following year or to receive the units in shares. All of the eligible non-employee Directors will defer Pfizer stock units granted in 2021. The number of deferred stock units in a Director’s account is increased by crediting additional stock units based on the value of any dividends on the common stock. Deferred stock units are not payable until the Director ceases to be a member of the Board, at or after which time they are paid in cash or in shares of Pfizer stock, at the Director’s election. The amount of any cash payment is determined by multiplying the number of Pfizer stock units in the account by the closing price of our common stock on the last business day before the payment date.
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Non-Employee Director Compensation 2020 Director Compensation Table
MATCHING GIFT PROGRAM
Our non-employee Directors may participate in the Pfizer Foundation Matching Gift Program. In 2020, under this program, the Pfizer Foundation(1) matched contributions to eligible Internal Revenue Code 501(c)(3) tax-exempt organizations, up to a maximum of $20,000 per year, per Director, inclusive of matched contributions made through the Annual Giving Campaign. Contributions to religious organizations, private foundations and organizations that do not accept donations from the Pfizer Foundation, as well as to individuals, are not eligible for a match.
The matching contributions made by the Pfizer Foundation with respect to our non-employee Directors are included in the 2020 Director Compensation Table below.
(1)The Pfizer Foundation is a charitable organization established by Pfizer Inc. It is a separate legal entity from Pfizer Inc. with distinct legal restrictions.
2020 Director Compensation Table
The following table shows 2020 compensation for our non-employee Directors who served in 2020.
Name
Fees Earned
or Paid in Cash
($)
Equity/Stock
Awards(1)
($)
All Other
Compensation(2)
($)
Total
($)
Ronald E. Blaylock142,500192,500335,000
W. Don Cornwell(3)
150,938192,50020,000363,438
Susan Desmond-Hellmann, M.D., M.P.H.(1)(3)
106,875204,135311,010
Joseph J. Echevarria172,500192,500365,000
Scott Gottlieb, M.D.
146,087192,500338,587
Helen H. Hobbs, M.D.172,500192,50020,000385,000
Susan Hockfield, Ph.D.(1)(3)
117,401219,4711,000337,872
James M. Kilts(3)
124,688192,50020,000337,188
Dan R. Littman, M.D., Ph.D.142,500192,5005,461340,461
Shantanu Narayen192,500192,50015,000400,000
Suzanne Nora Johnson172,500192,500365,000
James Quincey(1)(3)
119,425222,21520,000361,640
James C. Smith172,500192,500365,000
(1)For all directors except Drs. Desmond-Hellmann and Hockfield and Mr. Quincey, the number of units granted was determined by dividing the grant date value of the award, $192,500, by $36.69, the closing price of the company’s common stock on April 23, 2020. In addition to the April 2020 award, the following Directors received the pro-rated value of the 2019 award upon his or her election to the Board: Dr. Desmond-Hellmann was granted 366 units on her election date of April 1, 2020, which was determined by dividing the pro-rated value of the 2019 award, $11,635, by $31.75, the closing price of Pfizer’s common stock on April 1, 2020; Dr. Hockfield was granted 786 units on her election date of March 3, 2020, which was determined by dividing the pro-rated value of the 2019 award, $26,971, by $34.30, the closing price of Pfizer’s common stock on March 3, 2020. Mr. Quincey was granted 868 units on his election date of February 27, 2020, which was determined by dividing the pro-rated value of the 2019 award, $29,615, by $34.10, the closing price of Pfizer’s common stock on February 27, 2020. In connection with the completed spin-off and combination of the Upjohn business with Mylan to create Viatris, and in accordance with their terms, these units granted to Directors in 2020 were adjusted by providing additional stock units in lieu of the Viatris dividend provided to shareholders, in order to maintain the same value post-transaction as the value of the outstanding units prior to the transaction (subject to rounding). At the end of 2020, the aggregate number of stock units (including dividend equivalents) held by each current non-employee Director was as follows: Mr. Blaylock, 30,607, Dr. Desmond-Hellmann, 5,908, Mr. Echevarria, 64,777, Dr. Gottlieb, 9,786, Dr. Hobbs, 78,346, Dr. Hockfield, 6,543, Dr. Littman, 23,300, Mr. Narayen, 89,316, Ms. Nora Johnson, 77,849, Mr. Quincey, 10,283 and Mr. Smith, 78,594.
(2)The amounts in this column represent charitable contributions made in 2020 under our matching gift program. The amount shown for Mr. Narayen includes certain amounts that reflect matching contributions made in 2020 in respect of his eligible 2019 contributions. Certain charitable contributions by our Directors are not eligible for matching contributions under the program and, therefore, the amounts in the above table may not reflect all such contributions made by our Directors.
(3)Messrs. Cornwell and Kilts resigned as Directors, effective as of November 16, 2020. Mr. Quincey was elected as a Director, effective as of February 27, 2020. Dr. Hockfield was elected as a Director, effective as of March 3, 2020. Dr. Desmond-Hellmann was elected as a Director, effective as of April 1, 2020.


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Securities Ownership
The table below shows the number of shares of our common stock beneficially owned (as of the close of business on January 29, 2021) by each of our Directors and each NEO listed in the 2020 Summary Compensation Table, as well as the number of shares beneficially owned by all of our current Directors and executive officers as a group. Together, these individuals beneficially own less than one percent (1%) of our common stock outstanding.
The table and footnotes also include information about TSRUs, performance total shareholder return units (PTSRUs), stock units, RSUs and deferred performance-related share awards credited to the accounts of our Directors and executive officers under various compensation and benefit plans. In connection with the completed spin-off and combination of the Upjohn business with Mylan to create Viatris, and in accordance with their terms, adjustments were made to RSUs, TSRUs, PTSRUs and stock units deferred under our Pfizer Supplemental Savings Plan (PSSP), Pfizer Deferred Compensation Plan (DCP) and non-employee Director compensation program by providing additional Pfizer stock units to plan participants and non-employee Directors, in lieu of the Viatris dividend provided to shareholders, in order to maintain the same value post-transaction as the value of the outstanding awards prior to the transaction (subject to rounding). Outstanding shares of Pfizer stock (including Pfizer stock funds held in the Pfizer Savings Plan (PSP)) were not adjusted and received a Viatris stock dividend. For additional information, see the "Compensation Discussion and Analysis" section later in this Proxy Statement.
Number of Shares or Units
Beneficial OwnersCommon StockStock Units
Ronald E. Blaylock13,00030,607
(3)
Albert Bourla, DVM, Ph.D.85,387
(1)
322,198
(4)
Frank A. D’Amelio425,250
(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. Echevarria64,777
(3)
Scott Gottlieb, M.D.4,0009,786
(3)
Helen H. Hobbs, M.D.78,346
(3)
Susan Hockfield, Ph.D.6,543
(3)
Angela Hwang55,570
(1) (2)
18,588
(4)
Dan R. Littman, M.D., Ph.D.23,300
(3)
Shantanu Narayen89,316
(3)
Suzanne Nora Johnson10,00077,849
(3)
James Quincey10,283
(3)
James C. Smith3,542
(2)
78,594
(3)
John D. Young398,494
(1)
122,770
(4)
All Directors and Executive Officers as a Group (23)1,475,0421,386,634
(1)Includes shares credited under the PSP and/or deferred shares relating to previously vested awards under Pfizer’s share award programs. These plans are described later in this Proxy Statement. Also includes 1,589 shares in the Pfizer Share Ownership Plan for Mr. Young.
(2)Includes the following shares held in the names of family members or trust: Dr. Desmond-Hellmann, 3,408; Ms. Hwang, 8,532; and Mr. Smith, 1,542 shares. Ms. Hwang and Mr. Smith disclaim beneficial ownership of such shares.
(3)Represents units (each equivalent to a share of Pfizer common stock) under our Director compensation program (see "Non-Employee Director Compensation" above).
(4)Includes units (each equivalent to a share of Pfizer common stock) to be settled in cash following the officer’s separation from service, held under the PSSP and/or the DCP. The PSSP and the DCP are described later in this Proxy Statement. Also includes the following RSUs and stock units (each equivalent to a share of Pfizer common stock) as of January 29, 2021, which are unvested: Dr. Dolsten, 120,993 stock units; and Mr. Young, 21,901 RSUs. This column does not include the following stock appreciation rights in the form of TSRUs as of January 29, 2021: Dr. Bourla, 3,028,363, of which 217,259 settled in February 2021; Mr. D’Amelio, 1,999,524 of which 316,119 settled in February 2021; Dr. Dolsten, 1,541,807; Ms. Hwang, 775,749, of which 32,572 settled in February 2021; and Mr. Young, 2,054,061, of which 292,753 settled in February 2021. The settlement amounts described in the previous sentence include dividend equivalents in the settlement calculations. See "Compensation Tables—2020 Outstanding Equity Awards at Fiscal Year-End Table" and "Estimated Benefits upon Termination Table" for a discussion of the vesting of RSUs, TSRUs and PTSRUs.

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Securities Ownership Delinquent Section 16(a) Reports
Beneficial Owners
Based on filings made under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, as of December 31, 2020, the only persons or entities known by us to be a beneficial owner of more than 5% of our common stock were as follows:
Name and Address of Beneficial OwnerShares 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%
(1)The information regarding The Vanguard Group is based solely on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2021 (the Vanguard 13G/A). According to the Vanguard 13G/A, includes sole voting power with respect to 0 shares, shared voting power with respect to 9,036,369, sole dispositive power with respect to 423,369,726 shares, and shared dispositive power with respect to 24,589,021 shares.
(2)The information regarding BlackRock, Inc. is based solely on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 29, 2021 (the BlackRock 13G/A). According to the BlackRock 13G/A, includes sole voting power with respect to 351,759,008 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 396,973,512 shares, and shared dispositive power with respect to 0 shares.
(3)The information regarding State Street Corporation is based solely on a Schedule 13G filed by State Street Corporation with the SEC on February 12, 2021 (the State Street 13G). According to the State Street 13G, includes shared voting power with respect to 203,899,670 shares and shared dispositive power with respect to 279,666,369 shares.
Delinquent Section 16(a) Reports
Due to a technical issue, the Form 3 filing reporting the Pfizer equity holdings for William R. Carapezzi, Executive Vice President, Global Business Services and Transformation, was filed one day late.
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Related Person Transactions and Indemnification
RELATED PERSON TRANSACTION APPROVAL POLICY
Pfizer has adopted a Related Person Transaction Approval Policy (the Policy) administered by the Governance & Sustainability Committee. The Policy applies to any transaction or series of transactions in which Pfizer or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person under the Policy has a direct or indirect material interest. Under the Policy, management determines whether a transaction requires review by the Governance & Sustainability Committee.
Transactions requiring review are referred to the Governance & Sustainability Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Governance & Sustainability Committee decides whether or not to approve such transactions and approves only those transactions that are deemed to be in the best interests of the company. If the company becomes aware of an existing transaction with a related person that has not been approved under this Policy, the matter is referred to the Governance & Sustainability Committee. The Governance & Sustainability Committee evaluates all options available, including ratification, revision or termination of such transaction. The Governance & Sustainability Committee then provides a summary of such transactions, including their terms, structure and business purpose, as well as the Governance & Sustainability Committee’s approval decision, to the Audit Committee for their information.
TRANSACTIONS WITH RELATED PERSONS
We have no related person transactions to report.
INDEMNIFICATION
We indemnify our Directors and our elected officers to the fullest extent permitted by law so that they will be free from undue concern about personal liability in connection with their service to Pfizer. Our By-laws require indemnification, and we have also entered into agreements with those individuals that contractually obligate us to provide this indemnification to them.
Pfizer
2021 PROXY STATEMENT
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Item 2 – Ratification of Selection of Independent Registered Public Accounting Firm
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of Pfizer’s independent registered public accounting firm. The Committee conducts a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence. The Committee considers whether the independent registered public accounting firm should be rotated and considers the advisability and potential impact of selecting a different independent registered public accounting firm. In evaluating and selecting the company’s independent registered public accounting firm, the Audit Committee considers, among other things, historical and recent performance of the current independent audit firm, an analysis of known significant legal or regulatory proceedings related to the firm, external data on audit quality and performance, including recent Public Company Accounting Oversight Board (PCAOB) reports, industry experience, audit fee revenues, firm capabilities and audit approach, and the independence and tenure of the audit firm. The Committee also periodically evaluates the current independent audit firm's commitment to diversity and inclusion, as well as how the firm's values align with the company’s values — courage, excellence, equity, and joy.
The Audit Committee selected, and the Board of Directors ratified the selection of, KPMG LLP (KPMG) to serve as our independent registered public accounting firm for 2021. Pfizer’s auditors have been KPMG and its predecessor firm, Peat, Marwick, Mitchell & Co., since 1987. Prior to that, Pfizer’s auditors were Main Hurdman (until its acquisition by Peat, Marwick, Mitchell & Co. in 1987) and its predecessors. We have not been able to determine the specific year that Main Hurdman and its predecessor firms began serving as our auditor, however, we are aware that Main Hurdman and its predecessor firms have served as our auditor since at least 1942.
In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to our company. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the lead audit partner under this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management.
The Audit Committee and the Board of Directors determined that the continued retention of KPMG as our independent registered public accounting firm is in the best interest of Pfizer and our shareholders, and we are asking our shareholders to ratify the selection of KPMG as our independent registered public accounting firm for 2021. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification because we value our shareholders’ views on Pfizer’s independent registered public accounting firm and as a matter of good corporate practice. In the event that our shareholders fail to ratify the selection, it will be considered a recommendation to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Pfizer and our shareholders.
See "Governance—Board Information—Board Committees—The Audit Committee" for additional information on the selection of the independent registered public accounting firm.
Representatives of KPMG will attend the virtual Annual Meeting to answer questions. They also will have the opportunity to make a statement if they desire to do so.
 
Vote
ü
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021.
 


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Item 2 – Ratification of Selection of Independent Registered Public Accounting Firm Audit and Non-Audit Fees
Audit and Non-Audit Fees
The following table shows the fees for professional services rendered by KPMG for the audit of the company’s annual financial statements for the years ended December 31, 2020 and December 31, 2019, and fees billed for other services rendered by KPMG during those periods.
20202019
Audit fees(1)
$28,999,000$41,022,000
Audit-related fees(2)
1,006,000999,000
Tax fees(3)
2,811,0004,510,000
All other fees(4)
00
Total$32,816,000$46,531,000
(1)Audit fees were principally for audit work performed on the consolidated financial statements and internal control over financial reporting, as well as statutory audits. The decrease in audit fees in 2020 versus 2019 is primarily due to a decrease in audit work as a result of the Upjohn separation and a reduction in non-recurring strategic projects.
(2)Audit-related fees were principally related to audits of employee benefit plans.
(3)Tax fees were principally for services related to tax compliance and reporting and analysis services. The decrease in tax fees in 2020 versus 2019 is primarily due to a reduction in non-recurring projects.
(4)KPMG did not provide any "other services" during the period.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Consistent with requirements of the SEC and the PCAOB regarding auditor independence, the Audit Committee has responsibility for appointing, setting the compensation of and overseeing the performance of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.
Prior to engagement of the independent registered public accounting firm for the next year’s audit, management submits for Audit Committee approval a list of services and related fees expected to be rendered during that year within each of four categories of services:
1.Audit services include audit work performed on the financial statements (including financial statements prepared in connection with strategic transactions) and internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and/or reporting standards.
2.Audit-related services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
3.Tax services include all services, except those services specifically related to the audit of the financial statements, performed by the independent registered public accounting firm’s tax personnel, including tax analysis; assisting with coordination of execution of tax-related activities, primarily in the area of corporate development; supporting other tax-related regulatory requirements; and tax compliance and reporting.
4.All other services are those services not captured in the audit, audit-related or tax categories. Pfizer generally does not request such services from the independent registered public accounting firm.
Prior to engagement, the Audit Committee pre-approves independent registered public accounting firm services within each category, and the fees for each category are budgeted. The Audit Committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.
The Audit Committee may delegate pre-approval authority to one or more of its members. The delegated member must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.


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Audit Committee Report
The Audit Committee reviews Pfizer’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.
The Committee met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of Pfizer’s results and the assessment of Pfizer’s internal control over financial reporting. We discussed significant accounting policies applied in Pfizer’s financial statements, as well as, when applicable, alternative accounting treatments, and critical audit matters addressed during the audit. Management represented to the Committee that the consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Committee reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Committee discussed with the independent registered public accounting firm matters required to be discussed under applicable Public Company Accounting Oversight Board (PCAOB) and U.S. Securities and Exchange Commission standards.
In addition, the Committee reviewed and discussed with the independent registered public accounting firm the auditor’s independence from Pfizer and its management. As part of that review, we received the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Committee discussed the independent registered public accounting firm’s independence from Pfizer.
We also considered whether the independent registered public accounting firm’s provision of non-audit services to Pfizer is compatible with the auditor’s independence. The Committee concluded that the independent registered public accounting firm is independent from Pfizer and its management.
As part of our responsibilities for oversight of Pfizer’s Enterprise Risk Management process, we reviewed and discussed company policies with respect to risk assessment and risk management, including discussions of individual risk areas, as well as an annual summary of the overall process.
The Committee discussed with Pfizer’s Internal Audit Department and independent registered public accounting firm the overall scope of and plans for their respective audits. The Committee meets with the Chief Internal Auditor, Chief Compliance, Quality and Risk Officer and representatives of the independent registered public accounting firm, in regular and executive sessions, to discuss the results of their examinations, the evaluations of Pfizer’s internal controls, and the overall quality of Pfizer’s financial reporting and compliance programs.
In reliance on the reviews and discussions referred to above, the Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in Pfizer’s Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the U.S. Securities and Exchange Commission. The Committee has selected, and the Board of Directors has ratified, the selection of Pfizer’s independent registered public accounting firm for 2021.
The Audit Committee
Suzanne Nora Johnson, Chair
Ronald E. Blaylock
Joseph J. Echevarria
James C. Smith
The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.
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Item 3 – 2021 Advisory Approval of
Executive Compensation
The Compensation Committee believes that Pfizer’s pay-for-performance executive compensation program is consistent with the goals of its executive compensation philosophy to drive performance and increase shareholder value. This pay-for-performance philosophy is intended to align each executive’s compensation with Pfizer’s short- and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives crucial to Pfizer’s long-term success.
The philosophy 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 total shareholder return and to other performance factors that measure our progress against the goals of our strategic and operating plans, as well as our performance and compensation compared with those of our Pharmaceutical Peer and General Industry Comparator Groups. In making such comparisons, we consider 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.
Results of 2020 Advisory Vote on Executive Compensation
Pfizer’s executive compensation program received significant shareholder support and was approved, on an advisory basis, by 95% of the votes cast at the 2020 Annual Meeting. Our Compensation Committee and the other members of our Board believe that this level of approval of our executive compensation program indicates our shareholders’ strong support of our compensation philosophy and goals, and the decisions made by the Compensation Committee in 2019 and early 2020. The consistent high level of support from our shareholders for our executive compensation program over the past several years is a result of our Compensation Committee’s commitment to compensating our executives in a manner that provides a strong link between pay and performance. We believe it is also reflective of our philosophy and goals, market best practices and strong shareholder engagement. We are continuously striving to enhance our programs by ensuring they align with our evolving strategic priorities and reflect feedback received from our shareholders.
2020 Pay-for-Performance
2020 was a transformative year for Pfizer. With the separation of Upjohn, we created a more focused, innovative science-based biopharmaceutical products business focused 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. Despite the many logistical challenges of 2020, we continued to reach more than 400 million patients worldwide with our medicines and vaccines, while continuing to advance our pipeline. Through it all, our Purpose Blueprint, anchored by our purpose – Breakthroughs that change patients’ lives – remained our roadmap for success. The Compensation Committee believes that the compensation of our Named Executive Officers for 2020 is reasonable and appropriate, is aligned with the performance of our company and is designed to ensure that our management’s interests align with shareholders' interest.
In deciding how to cast your vote on this proposal, the Board requests that you consider the structure of Pfizer’s executive compensation program in connection with our 2020 performance, which is more fully discussed in the Compensation Discussion and Analysis section. The Compensation Discussion and Analysis section also contains more details about how we implement our philosophy and goals, and how we apply these principles to our compensation program. In particular, we discuss how we set compensation targets and other objectives and evaluate performance against those targets and objectives to ensure that performance is appropriately rewarded.


Pfizer
2021 PROXY STATEMENT
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Item 3 – 2021 Advisory Approval of Executive Compensation 2021 Advisory Vote on Executive Compensation
2021 Advisory Vote on Executive Compensation
The Board is presenting this proposal, which gives shareholders the opportunity to endorse or not endorse our executive pay program, on an advisory basis, by voting "FOR" or "AGAINST" the following resolution:
"RESOLVED, that the shareholders of Pfizer Inc. (the Company) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures."
Although the advisory vote is non-binding, the Board values shareholders’ opinions. The Compensation Committee will review the results of the vote. Consistent with Pfizer’s record of responsiveness to shareholders, the Committee will consider shareholders’ concerns and take into account the outcome of the vote when considering future decisions concerning our executive compensation program.
 
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.
 

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2021 PROXY STATEMENT


Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of Pfizer’s 2021 Proxy Statement. Based on our review and discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Pfizer’s 2021 Proxy Statement.
The Compensation Committee
James C. Smith, Chair
Ronald E. Blaylock
James Quincey

Pfizer
2021 PROXY STATEMENT
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Executive Compensation
Key Terms
The following acronyms are used for certain terms that appear in the Compensation Discussion and Analysis section:
Adjusted Diluted EPSNon-GAAP Adjusted Diluted Earnings Per Share
Biopharma Pfizer Biopharmaceuticals Group
CD&ACompensation Discussion and Analysis included in this Proxy Statement
CommitteeCompensation Committee of the Board of Directors
DCPPfizer Inc. Deferred Compensation Plan
DRG or DRG IndexNYSE Arca Pharmaceutical Index – An index of publicly traded pharmaceutical companies
ELTExecutive Leadership Team – CEO and the other Executive Officers
GAAPGenerally Accepted Accounting Principles in effect in the U.S.
GBPBritish pound
GPPGlobal Performance Plan – Annual Incentive Award Program (bonus), reported in the SCT as "Non-Equity Incentive Plan Compensation"
GRDGreek drachma
IRC or the CodeThe Internal Revenue Code of 1986, as amended
LTILong-Term Incentive
MylanMylan N.V.
Named Executive Officers or NEOsCEO and CFO, and the three most highly compensated Executive Officers during fiscal 2020
NINon-GAAP Adjusted Net Income (also known as Adjusted Income)
OINon-GAAP Adjusted Operating Income
PCPPPfizer Consolidated Pension Plan – A qualified defined benefit pension plan; closed to new entrants January 1, 2011 and frozen on December 31, 2017
PRAPPfizer Retirement Annuity Plan – A sub-plan of the PCPP
PSAPerformance Share Award – A long-term incentive award tied to performance based on an operating metric and relative TSR performance
PSIPortfolio Strategy and Investment Committee – A management committee that governs major pipeline investments and strategic R&D priorities
PSP or Savings PlanPfizer Savings Plan – A qualified defined contribution plan that includes an IRC Section 401(k) feature
PSSPPfizer Supplemental Savings Plan – A non-qualified savings plan that mirrors the PSP for amounts over the qualified plan limits
PTSRUPerformance Total Shareholder Return Unit – a TSRU with an additional performance feature
PTUProfit Unit – A stock unit issued upon the "exercise" of vested TSRUs
R&DResearch and Development
RSCRetirement Savings Contribution – Annual employer retirement contribution, based on age and service, to the PSP and PSSP
RSURestricted Stock Unit – A long-term incentive award with each stock unit representing one share of Pfizer stock
Section 16Section 16 of the Securities Exchange Act of 1934, as amended
SCTSummary 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&TScience and Technology Committee of the Board
TDCTotal Direct Compensation
TSRTotal Shareholder Return
TSRUTotal Shareholder Return Unit – A long-term incentive award tied to absolute TSR
U.K.United Kingdom
U.S.United States
USDUnited States dollars
WRDMWorldwide Research, Development and Medical
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2021 PROXY STATEMENT

Executive Compensation Compensation Discussion and Analysis
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) describes Pfizer’s executive compensation program for 2020 and certain elements of our 2021 program. This CD&A explains how the Compensation Committee (the Committee) of the Board of Directors (the Board) made 2020 compensation decisions for our executives, including the Named Executive Officers (NEOs) identified in this CD&A.
NAMED EXECUTIVE OFFICERS
        
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

Table of Contents
  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