DEF 14A 1 proxywc22.htm PFIZER PROXY Proxywc22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party Other Than the Registrant ¨
Check the Appropriate Box:

¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12
Pfizer Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check all boxes that apply):
xNo fee required
¨Fee paid previously with preliminary materials
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11




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1The 2021 Annual Report on Form 10-K is not included in this filing. The 2021 Annual Report on Form 10-K is included in Appendix A
to the Notice of 2022 Annual Meeting and Proxy Statement being mailed to our shareholders beginning on or about March 17, 2022.
The Corporate and Shareholder Information contained in the materials being mailed to our shareholders beginning on or about    
March 17, 2022 is 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



Table of Contents
 
Director Nominees
Director Independence5

Executive Summary




A Letter from Pfizer’s
Chairman & Chief Executive Officer

To Our Shareholders:
2021 was a watershed year for Pfizer. A year in which we set all-time highs in all major areas of focus for our company.
We reached an estimated 1.4 billion patients with our medicines and vaccines. That’s roughly one out of every six people on Earth. Never before has Pfizer’s patient impact been so wide-reaching.
We initiated 13 pivotal clinical studies – the highest number ever for Pfizer.
We increased our investments in Research & Development (R&D) from $8.9 billion in 2020 to $10.5 billion in 2021.i
And we grew revenues to $81.3 billion (reflecting 92% operational growth), Reported Diluted EPS to $3.85, and Adjusted Diluted EPS to $4.42.ii

  
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Dr. Albert Bourla
During the year, we also continued to lead the battle against COVID-19. Throughout 2021, in collaboration with BioNTech, we brought our COVID-19 vaccine to more populations and further ramped up our manufacturing and distribution capabilities. As a result, the market share of our COVID-19 vaccine has continued to grow, representing 70% of all doses distributed across the U.S. and EU as of March 5, 2022.  
Late in the year, our breakthrough oral treatment, PAXLOVID™, became the first oral treatment for COVID-19 to receive an Emergency Use Authorization (EUA) from the U.S. Food & Drug Administration (FDA). As of March 7, 2022, PAXLOVID had received emergency or conditional authorization for use with certain populations in more than 50 countries.
The success of our COVID-19 vaccine and treatment programs has not only made a positive difference in the world; I believe it has fundamentally changed our company and our culture forever. Colleagues across Pfizer are inspired by our achievements and more determined than ever to be part of the next breakthrough. And in a 2021 survey, 95% of our colleagues said they are proud to work for Pfizer, which ranks among the best in corporate America.
Our COVID-19 leadership also has fundamentally changed the way Pfizer is perceived externally by shining a light on the tremendous value our science can bring to society.
We improved our ranking from fourth to second among large biopharma companies in the PatientView Global Survey.
According to Morning Consult, 61% of Americans have a favorable view of Pfizer, which is up 33 points since January 2020.
And just last month, Fortune ranked us fourth on its annual World’s Most Admired Companies list – the highest ranking we have ever achieved.
Driving Breakthroughs Across All Our Therapeutic Areas
While so much focus has been on our COVID-19 programs, we’ve never lost sight of the needs of other patients – patients whose needs are no less urgent.
In 2021, our scientists’ focus and determination led to many potential life-changing discoveries. This included creating a “template” for helping cancer-fighting molecules break through the blood-brain barrier to target cancer that has spread to the brain; potential breakthroughs that seek to address the underlying causes of inflammatory skin diseases; and a potential treatment for a serious metabolic disease that leads to unintentional weight loss, muscle wasting and fatigue. We are using our vaccine expertise in an effort to tackle tick-borne illnesses such as Lyme disease and expanding our mRNA platforms to study the potential of the technology in helping to prevent flu and shingles, and to treat rare genetic diseases of the liver, muscle and central nervous system. And with our collaborator, Vivet Therapeutics, we advanced a gene therapy candidate designed to address the root cause of a rare genetic disorder called Wilson disease.

i.Investments in R&D = Adjusted R&D expenses. See Footnote ii.
ii.Operational revenue growth excludes the favorable impact of foreign exchange. For additional information on the company’s operational revenue performance, see the “Analysis of the Consolidated Statements of Income” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2021 Annual Report on Form 10-K. Adjusted income and Adjusted diluted EPS are defined as U.S. GAAP Net income attributable to Pfizer Inc. common shareholders and reported EPS attributable to Pfizer Inc. common shareholders––diluted before the impact of purchase accounting for acquisitions, acquisition-related items, discontinued operations and certain significant items. Adjusted research and development (R&D) expenses is an income statement line item prepared on the same basis as, and therefore a component of, the overall Adjusted income measure. See the "Non-GAAP Financial Measure: Adjusted Income" section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Pfizer’s 2021 Annual Report on Form 10-K for an explanation of how management uses these non-GAAP measures, reconciliations to the most directly comparable GAAP measures and additional information. See also "Financial Measures" in the Compensation Discussion and Analysis section of this Proxy Statement.
Pfizer
2022 PROXY STATEMENT
i

A Letter from Pfizer’s Chairman & Chief Executive Officer
Pfizer’s ESG Strategy: Creating Value for Multiple Stakeholders
During 2021, we also further enhanced our commitment to Environmental, Social and Governance (ESG) principles. Pfizer’s ESG strategy is focused on six areas where we see opportunities to create a meaningful and measurable impact over the next decade: product innovation; equitable access and pricing; product quality and safety; diversity, equity and inclusion; climate change; and business ethics. We made great strides in each of these areas last year, and I would like to share three examples.
First, Pfizer last year published an industry-first retrospective analysis of demographic data of U.S. participants in 213 of our interventional clinical trials that initiated enrollment from 2011 through 2020. The analysis demonstrated that overall trial participation of Black or African American individuals was at the U.S. census level (14.3% vs. 13.4%), participation of Hispanic or Latino individuals was below U.S. census (15.9% vs. 18.5%), and female participation was at U.S. census (51.1% vs. 50.8%). Our goal is to achieve racially and ethnically diverse participation at or above U.S. census or disease prevalence levels (as appropriate) in all our trials.
Second, Pfizer has made significant progress in diversifying our colleague base, particularly at more senior-level positions. In the last three years, for example, we have increased the percentage of women at the vice president level and above globally from 32.3% at the end of 2018 to 41.5% at the end of 2021. Over that same timeframe, we have increased the percentage of minorities at the vice president level and above in the U.S. from 18.8% to 25%.
Third, we continue to make progress in helping to ensure our COVID-19 vaccine and oral treatment are accessible by everyone everywhere. I am thrilled to say that we remain on track to meet or exceed our goal of delivering at least two billion doses of our vaccine to low- and middle-income countries by the end of 2022 – having just met our goal of delivering the first one billion by the end of 2021. In terms of our oral COVID-19 treatment, we have signed a voluntary license agreement with the Medicines Patent Pool (MPP), which we hope will lead to expanded access, pending country regulatory authorization or approval, in 95 low- and middle-income countries that account for approximately 53% of the world’s population.
For details regarding the impact of our ESG strategy on our business in 2021, you can view Pfizer’s 2021 ESG Report at:
https://investors.pfizer.com/Investors/Financials/Annual-Reports/default.aspx.
Positioned for Future Growth
Looking ahead, Pfizer is well positioned to continue to deliver meaningful value for patients, investors and all stakeholders. This confidence is underpinned by the momentum of our business, the expected durability of our COVID-19 offerings, the strength of our internal R&D pipeline (which as of February 8, 2022 consisted of 89 potential new therapies and indications with 10 programs in registration and 27 in Phase 3 clinical trials), and, of course, by our ability to deploy capital into growth-focused business development to access external science.
In summary, 2021 saw Pfizer further cement its standing as a scientific and commercial powerhouse capable of taking on the world’s most devastating diseases. In a year of unprecedented challenges, we realized unprecedented achievements. We are grateful to the colleagues, clinical investigators, research institutions, partners, and, of course, patients who have made these breakthroughs possible, and we look forward to many more successes in the year ahead.
Thank you for your continued support of our important work.
Sincerely,
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Dr. Albert Bourla
Chairman & Chief Executive Officer

Emergency Use Authorization Statement
PAXLOVID has not been approved, but has been authorized for emergency use by FDA under an EUA, for the treatment of mild-to-moderate COVID-19 in adults and pediatric patients (12 years of age and older weighing at least 40 kg) with positive results of direct SARS-CoV-2 viral testing, and who are at high-risk for progression to severe COVID-19, including hospitalization or death.
The emergency use of PAXLOVID is only authorized for the duration of the declaration that circumstances exist justifying the authorization of the emergency use of drugs and biological products during the COVID-19 pandemic under Section 564(b)(1) of the Act, 21 U.S.C. § 360bbb-3(b)(1), unless the declaration is terminated or authorization revoked sooner.

We encourage you to read our 2021 Annual Report on Form 10-K, which includes our audited consolidated financial statements as of and for the year ended December 31, 2021, 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.
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Pfizer2022 PROXY STATEMENT


A Message from Pfizer’s
Lead Independent Director

Dear Shareholders:
On behalf of the Board of Directors, I would like to thank you for your investment and confidence in Pfizer. It is a privilege to continue to serve as your Lead Independent Director and work closely with my fellow Directors to carry out our fiduciary responsibilities to you, our shareholders.
We are fortunate to have a highly diverse Board with multinational business experience across industries, deep expertise in medicine and science and strong representation in terms of gender and ethnic diversity. The Board’s breadth of expertise proved particularly valuable to management over the last year as Pfizer continued to navigate through the unprecedented global pandemic. It is my pleasure to highlight a few initiatives undertaken by the Board over the past year.
Board Oversight of Strategy and Response to COVID-19
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Mr. Shantanu Narayen
Over the last year, the Board remained clearly focused on Pfizer’s efforts to combat COVID-19. We received regular updates from management on the company’s progress specific to COVID-19 and its broader strategic and operational initiatives. Updates from management included in-depth discussions about Pfizer’s corporate strategy, short- and long-term objectives, the operating plan, long-term strategic plan, and the broader competitive landscape.
Board Oversight of Environmental, Social and Governance Strategy
During 2021, Pfizer continued to amplify its commitment to connect the company’s purpose more intentionally with its Environmental, Social and Governance (ESG) strategy and with investors' and stakeholders’ interests. As ESG objectives became more integrated with Pfizer’s broader strategic priorities, the Board continued to focus on these important and timely topics by overseeing ESG at both the Board and Committee levels.
The Governance & Sustainability Committee is primarily responsible for overseeing Pfizer’s overall ESG strategy. During 2021, the Committee received updates from management at nearly every meeting about Pfizer’s progress against its ESG strategy, including diversity, equity and inclusion targets, and decision to enhance its corporate political expenditures reporting discussed later in this Proxy Statement. In addition, the Committee was supportive of the Compensation Committee’s decision to incorporate ESG metrics focused on diversity, equity and inclusion and greenhouse gas emissions into the executive compensation program going forward.
Strong Commitment to Shareholder Engagement
In closing, we would like to thank our shareholders and other stakeholders for the time they commit to engaging in productive dialogues with Pfizer. We are grateful for the candid feedback shared with the company – and in some cases directly with members of the Board. The Board considers this input as an important factor in its deliberations and collective decision-making.
We look forward to serving your interests in 2022 and beyond. Thank you for your support.
Sincerely,
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Shantanu Narayen
Lead Independent Director
Pfizer
2022 PROXY STATEMENT
iii


Notice of 2022 Annual Meeting
and Proxy Statement

Voting Your Shares
For information regarding how to vote your shares by telephone, by internet, by mail or at the virtual Annual Meeting, see “Annual Meeting Information – Voting” later in this Proxy Statement.
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 2022.
To conduct an advisory vote to approve our executive compensation.
To consider 5 shareholder proposals, if properly presented at the Annual Meeting.
To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Meeting.
Materials To Review
This booklet contains our Notice of 2022 Annual Meeting and Proxy Statement. Our 2021 Annual Report on Form 10-K is included as Appendix A and is followed by certain Corporate and Shareholder Information. None of Appendix A or the Corporate and Shareholder Information on the back inside cover are a part of our proxy solicitation materials.
This Notice of 2022 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 17, 2022.
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Margaret M. Madden
Senior Vice President and Corporate Secretary,
Chief Governance Counsel
March 17, 2022
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TIME AND DATE
9:00 a.m., Eastern Daylight
Time (EDT), on Thursday,
April 28, 2022
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VIRTUAL MEETING ONLY—NO PHYSICAL MEETING LOCATION
The 2022 Annual Meeting will be held in a virtual meeting format only. To access the virtual Annual Meeting, please visit www.meetnow.global/MWPVZT2. 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.
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RECORD DATE
March 2, 2022
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REPLAY OF VIRTUAL ANNUAL MEETING
A replay of the Annual Meeting will be available approximately 24 hours after the Meeting at https://investors.pfizer.com/Investors/Events--Presentations/default.aspx for one year.
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LIST OF REGISTERED SHAREHOLDERS ENTITLED TO VOTE AT THE VIRTUAL ANNUAL MEETING
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2022
This Notice of 2022 Annual Meeting and Proxy Statement and the 2021 Annual Report on Form 10-K are available on our website at https://investors.pfizer.com/Investors/Financials/Annual-Reports/default.aspx. Except as stated otherwise, information on our website is not considered part of this Proxy Statement.
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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Pfizer2022 PROXY STATEMENT


2021 Milestones

Advancing Our Strategy

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8
Regulatory Approvals

4
Regulatory Submissions
13
Phase 3 Study Starts
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Research & Development
89
projects in our current product pipeline
(as of February 8, 2022)
Manufacturing
39
sites worldwide
Global Footprint
~79,000
employees
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Commercial Reach
>125
Countries Where We Sell our Products
Returned
$8.7 Billion
to shareholders through cash
dividends in 2021
Revenues
~$81.3 Billion
in 2021
Pfizer-BioNTech COVID-19 Vaccine
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More than
3 Billion
doses produced in 2021



Pfizer
2022 PROXY STATEMENT
v


Our Business and Strategy
Pfizer Inc. is a research-based, global biopharmaceutical company. We apply science and our global resources to bring therapies to people that extend and significantly improve their lives through the discovery, development, manufacture, marketing, sale and distribution of biopharmaceutical products worldwide. We work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. We collaborate with healthcare providers, governments and local communities to support and expand access to reliable, affordable healthcare around the world.
Our 2021 Performance Overview
2021 was a significant year for Pfizer. We continued to build on our efforts to address the COVID-19 pandemic with scientific rigor, speed and efficiency while continuing to execute on our strategic priorities, including advancing and strengthening our product pipeline.
Our accelerated production and delivery of Comirnaty* to help vaccinate people all over the world against COVID-19 has been unprecedented. More than three billion doses of the vaccine were produced in 2021, and we remain on track to meet or exceed our goal of delivering at least two billion doses of our vaccine to low- and middle-income countries by the end of 2022 – having met our goal of delivering the first one billion by the end of 2021. We introduced Paxlovid, a breakthrough treatment discovered in Pfizer’s laboratories that has the potential to change the way we treat COVID-19. We also licensed our intellectual property for this COVID-19 treatment to the Medicines Patent Pool, which we hope will lead to expanded access pending country regulatory authorization or approval in low-income and lower-middle-income countries as well as some upper-middle income countries, accounting for approximately 53% of the world’s population. Pfizer is committed to working towards equitable and affordable access to our medicines and vaccines for people around the world.
We continued to deliver strong results with our financial performance, our research and development (R&D) pipeline and our Environmental, Social and Governance (ESG) commitments. We secured approvals in certain markets for Cibinqo, our new oral therapy for moderate-to-severe atopic dermatitis, a disease with substantial unmet medical needs; and Prevnar 20, our next-generation single-dose pneumococcal conjugate vaccine for adults. Among other achievements, we advanced scientific programs seeking to address respiratory syncytial virus (RSV), influenza and advanced prostate cancer, as well as actively supplemented our pipeline and portfolio through the completion of certain significant business development transactions, including the acquisitions of Amplyx Pharmaceuticals, Inc., Trillium Therapeutics Inc. and Arena Pharmaceuticals, Inc.
As a science-driven global biopharmaceutical company, we remain focused on advancing the pipeline, supporting our marketed brands and deploying capital responsibly, with a focus on initiatives that can contribute to our long-term revenue and future growth.
We are proud of the positive impact we are having on human lives around the world. Our ability to fulfill our purpose, Breakthroughs that change patients’ lives, remains a core focus and underscores our commitment to addressing the needs of society to help sustain long-term value creation for all stakeholders.
*    This Proxy Statement includes discussion of the COVID-19 vaccine that Pfizer has co-developed with BioNTech (BNT162b2) and our oral COVID-19 treatment (Paxlovid). This Proxy Statement may refer to the vaccine by its brand name, Comirnaty (approved under a Biologics License Application) or as BNT162b2 (authorized under Emergency Use Authorization (EUA)). The vaccine is U.S. Food and Drug Administration (FDA)-approved to prevent COVID-19 in individuals 16 years of age and older. The vaccine is authorized by the FDA to prevent COVID-19 in individuals 5 years of age and older. In addition, Comirnaty/BNT162b2 is authorized by the FDA for a third dose in certain immunocompromised individuals 5 years of age and older and as a booster dose in individuals 12 years of age and older. Paxlovid has been authorized for emergency use by the FDA under an EUA, for the treatment of mild-to-moderate COVID-19 in adults and pediatric patients (12 years of age and older weighing at least 40 kg [88 lbs]) with positive results of direct SARS-CoV-2 viral testing, and who are at high-risk for progression to severe COVID-19, including hospitalization or death. The emergency uses are 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 U.S. Federal Food, Drug, and Cosmetic Act (FFDCA) unless the declaration is terminated or authorization revoked sooner. The FDA has issued EUAs to certain other companies for products intended for the prevention or treatment of COVID-19 and may continue to do so during the duration of the declaration. Please see the EUA Fact Sheets at www.cvdvaccine-us.com and www.covid19oralrx.com. All trademarks mentioned are the property of their owners.
Advancing Our R&D Pipeline
As of February 8, 2022, we had the following number of projects in various stages of R&D:
Discovery Projects 
Phase 1
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Phase 2
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Phase 3
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Registration
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Total
89
27
Experimental medicines tested for first time in human clinical trials
25
Trials focused on medicines' effectiveness, ideal dosage and delivery method
27
Test results of earlier trials on larger populations in randomized trials to analyze risks and benefits
10
Applications filed with appropriate regulatory authorities when trials results warrant
Pfizer
2022 PROXY STATEMENT
1

Our Business and Strategy
Over the past five years, we have had significant improvements in our clinical success rates driven by a purposeful R&D turnaround strategy that we began a decade ago. As shown below, Pfizer continues to sustain high end-to-end clinical success rates:
Clinical Trial Success Rates*
(new molecular entities only)
Phase 1
(3-year avg.)

Phase 2
(5-year avg.)

Phase 3/Registration
(5-year avg.)

End-to-End
Success Rate
Pfizer(1) (through 2021)
42 %60 %83 %21 %
Industry(2) (through 2020)
43 %34 %72 %11 %
*The analysis includes only studies involving new molecular entities.
(1)Success rates for Phase 1 are based on a 3-year rolling average (2019-2021); rates for Phase 2 and Phase 3/Registration represent a 5-year rolling average (2017-2021).
(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 analysis ending on fiscal year-end 2020, which is the most recent information available. The "industry" in this analysis was based on the Pharmaceutical Benchmarking Forum’s participant companies: AbbVie Inc.; Bayer AG; Bristol-Myers Squibb Company; Eli Lilly and Company; Gilead Sciences, Inc.; Johnson & Johnson; Merck & Co., Inc.; Novartis AG; Pfizer; Roche Holding AG and Sanofi SA.
Our Total Shareholder Return (TSR)
Quarterly DividendsOne-year TSRThree-year TSRFive-year TSR
Capital Returned to Shareholders (cash dividends)
$8.7B
in 2021
3%  pg53_graphicxarrowtopblue-.jpg
66.7%  pg53_graphicxarrowtopblue-.jpg
60.2%  pg53_graphicxarrowtopblue-.jpg
131.7%  pg53_graphicxarrowtopblue-.jpg
Compared to 2020Year-End 2021Year-End 2021Year-End 2021
The Board’s Oversight of Strategy and Response to COVID-19
The Board and its Committees oversee our corporate strategy, including significant business and organizational initiatives and capital allocation priorities, as well as potential value-enhancing business development opportunities intended to support our strategy. The Board engages in robust discussions regarding our corporate strategy at every meeting and, at least annually, receives a formal update on the company’s short- and long-term objectives, including the company’s operating plan, long-term corporate strategic plan, and competitive landscape. In addition, the Board’s Committees oversee the aspects of our strategy associated with their respective areas of responsibility.
Robust Board oversight of our response to the COVID-19 pandemic continues. The Board receives regular updates from management on our scientific efforts to help bring an end to the global health crisis, and the challenges presented by our goal to provide fair and equitable access globally to our COVID-19 vaccine and our oral therapy, as well as colleague health and safety. The scientific and industry expertise provided by the Board has been invaluable to management during this unprecedented period. For information regarding Pfizer’s response to COVID-19, please see https://www.pfizer.com/health/coronavirus.
Our Approach to Environmental, Social and Governance (ESG)
At the heart of Pfizer’s ESG approach is the simple idea that our values and commitment to long-term sustainability are the way we strive to responsibly fulfill our purpose, Breakthroughs that change patients’ lives, build trust, and take accountability for the impact we make on society.
Our purpose is more important now than ever, as societal, environmental and economic shifts impact global health and health equity. Building on the foundation to more intentionally connect our purpose with our ESG strategy, in 2021 we further embedded ESG throughout our corporate strategy, business operations, and governance structure. Our efforts included evolving Pfizer’s approach to financing capital investments using ESG-related instruments; enhancing the rigor in the processes and controls used to govern the integrity of data used in our ESG metrics; embedding an ESG lens in our assessments of potential acquisitions, investments, and divestitures; and aligning divisional strategies related to Pfizer’s priority ESG issues. Integrating our Bold Moves, ESG Priorities and Core Values helps us fulfill and deliver our purpose.
Please view our 2021 Annual Review and 2021 ESG Report at www.pfizer.com/annual. Our Annual Review and ESG Report are not a part of our proxy solicitation materials.
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Pfizer2022 PROXY STATEMENT

Our Business and Strategy
The Board’s Oversight of ESG Matters
Pfizer’s Board is fully engaged and is supportive of Pfizer’s ESG program. The Governance & Sustainability Committee is primarily responsible for oversight of our ESG strategy, reporting, policies and practices. The Governance & Sustainability Committee receives regular updates from management on Pfizer’s progress as measured against the company's ESG strategy, metrics and targets, and future initiatives to further enhance ESG performance. We recently held a public webinar regarding Board oversight of ESG, which featured the Chair of the Governance & Sustainability Committee, Mr. Joseph Echevarria. He described how the Board addresses ESG issues across multiple committees, and how our approach to ESG is integrated with the Enterprise Risk Management (ERM) program, which provides a framework for risk identification and management.
The Board Committees oversee specific elements of our ESG program associated with their respective areas of responsibility. Please see below:
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GOVERNANCE &
SUSTAINABILITY

COMPENSATION

AUDIT

REGULATORY & COMPLIANCE

ESG strategy, reporting, policies and practices
Human capital management, including culture, diversity, equity and inclusion, pay equity and talent management
Political and lobbying activities
Climate change initiatives in progress
Reputational risk factors
Board diversity
Executive compensation program, including approving compensation of our executive officers
Executive diversity, pay equity, inclusion, recruiting, retention, career development and succession planning (in collaboration with the Governance & Sustainability Committee)

ERM program; reviews and receives briefings on priority issues that fall under ERM and ESG
Company culture (compliance related concerns, workplace behavior, harassment and retaliation)

Compliance program
Ethics and integrity
Product quality and safety
Quality and compliance governance framework and risk management
Healthcare-related regulatory and compliance risks in connection with the development, manufacture and marketing of products and risk mitigation efforts
Culture and Diversity, Equity and Inclusion
The Board also recognizes the critical importance and value of Pfizer’s colleagues and the need to build and sustain a culture where colleagues of diverse backgrounds, abilities and experiences contribute their unique viewpoints and perspectives related to all aspects of the business. Management establishes and reinforces the company’s culture, which the Board and its Committees oversee. Pfizer's commitment to diversity, equity and inclusion goes beyond ensuring all of our colleagues have the same opportunities to grow and succeed in line with our Equity value. We believe that every person deserves to be seen, heard and cared for. This happens when we are inclusive and act with integrity. Our leaders set the tone for the company, emphasizing the importance of acting with integrity, promoting an inclusive culture and supporting a speak-up culture in which colleagues are encouraged to share views and raise concerns without fear of retaliation. Please see Pfizer's 2021 ESG Report to view our diversity, equity and inclusion goals.
Pfizer
2022 PROXY STATEMENT
3


Item 1 – Election of Directors
All twelve members of our Board are standing for re-election. In an uncontested Director election, the number of votes cast “for” a Director nominee must exceed the number of votes cast “against” that nominee. Our Corporate Governance Principles contain detailed procedures to be followed in the event that one or more Directors do not receive a majority of the votes cast "for" his or her election at the Annual Meeting. Each nominee elected as a Director will continue in office until our next Annual Meeting and until his or her successor has been duly elected and qualified, or until a Director's earlier death, resignation, removal or retirement. While we expect each nominee to be able to serve if elected, if any nominee is not able to serve, the persons appointed by the Board and named as proxies in the proxy materials or, if applicable, their substitutes (the Proxy Committee), may vote their proxies for substitute nominees; unless the Board chooses to reduce the number of Directors.
Criteria for Board Membership
General criteria and considerations for Board membership include:
  
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 Board and each Committee conduct annual evaluations to help ensure that each of its members individually, and the Board as a whole, continue to meet the criteria for Board membership. Based on these activities and their review of the current composition of the Board, the Governance & Sustainability Committee and the Board determined that the criteria for Board membership have been satisfied.
Selection of Candidates
Director Skills Considerations and Commitment to Diversity
In recruiting and selecting Director candidates, the Governance & Sustainability Committee considers the size of the Board and those skills outlined in our skills matrix. This matrix guides the Committee in determining whether a particular Board member or candidate possesses one or more of the requisite skills, as well as whether those skills and/or other attributes qualify him or her for service on a particular committee. The Committee also considers a range of additional factors, including other positions the Director or candidate holds; other boards on which he or she serves; the results of the Board and Committee evaluations; each Director’s and candidate’s projected retirement date; their independence; and the company’s current and future business needs.
Pursuant to its charter, the Governance & Sustainability Committee of the Board is responsible for considering a diverse pool of candidates to fill positions on the Board; however, the company does not have a formal policy on Board diversity. Pfizer’s Corporate Governance Principles provide that Directors should be selected so that the Board maintains its diverse composition, with diversity reflecting gender, age, race, ethnicity, background, professional experience and perspectives.
4
Pfizer
2022 PROXY STATEMENT

Item 1 – Election of Directors Director Independence
Process for Selecting Director Nominees
Consistent with the objective of maintaining the Board’s diverse composition, during 2021, the Governance & Sustainability Committee identified and reviewed Director candidates and followed the rigorous process set forth below. In early 2020, the Board elected Drs. Susan Desmond-Hellmann and Susan Hockfield, as well as Mr. James Quincey. The Board did not elect any new Directors during 2021.
1
2
3
4
Needs
Assessment
Candidate
Identification
Screening
Nomination
and Onboarding
Define skills & diversity criteria based on:
Gaps to fill due to board turnover/succession planning
Current and future business needs
Results of Board evaluation
Management team priorities
Identify a list of candidates through:
Board member recommendations
Executive Leadership Team (ELT) recommendations
Search agencies and recruiters
Shareholders
Other sources
Review of qualifications:
Skills matrix
Integrity and independence requirements
Past experience and perspectives
Other positions the candidate holds or has held
Diversity
Committee members and, as appropriate, other Board members and management interview shortlisted candidates.

Select Director nominees best suited to serve the interests of the company and its shareholders. Following election, all new independent Directors undergo a comprehensive onboarding process, which includes:
meetings with members of the ELT and other senior leaders; and
an in-depth review of a broad set of materials that provide information on the company and Board-related matters.
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 New York Stock Exchange (NYSE). 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 additional strict guidelines for Directors and their immediate families and can be found on our website at https://investors.pfizer.com/Investors/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;
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; and
contributions to not-for-profit entities in which a Director of the company, or a Director’s spouse, serves as an executive officer, which amount to less than 2% of that organization’s latest publicly available total revenues (or $1 million, whichever is greater).
Drs. Desmond-Hellmann, Hobbs, Hockfield and Littman, and Mr. Echevarria, 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., a company with which Pfizer engages in ordinary-course business transactions. Dr. Gottlieb is a Resident Fellow of the American Enterprise Institute (AEI). In 2021, 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.

Pfizer
2022 PROXY STATEMENT
5

Item 1 – Election of Directors Our 2022 Director Nominees
Independence Assessment. Together with Pfizer’s legal counsel, the Governance & Sustainability Committee 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 these reviews, 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.
Our 2022 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 that creates an effective and well-functioning Board.
Committee Memberships
Other
Public
Boards
NameKey Skills and ExperienceIndependentAuditCompensation
Governance &
Sustainability
Regulatory &
Compliance
Science &
Technology
Ronald E. Blaylock
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ü
l
l3
Albert Bourla, DVM, Ph.D.
Chairman and CEO
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Susan Desmond-Hellmann, M.D., M.P.H.
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üll
Joseph J. Echevarria
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ülCHAIR3
Scott Gottlieb, M.D.
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üCHAIRl1
Helen H. Hobbs, M.D.
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üllCHAIR
Susan Hockfield, Ph.D.
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üll
Dan R. Littman, M.D., Ph.D.
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ülll
Shantanu Narayen
Lead Independent Director
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Suzanne Nora Johnson
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üCHAIRl1
James Quincey
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ül1
James C. Smith
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ülCHAIR

KEY SKILLS AND EXPERIENCE
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9 out of 12
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6 out of 12
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4 out of 12
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3 out of 12
Business Leadership & OperationsInternational BusinessHuman Capital ManagementGovernment & Public Policy
image_11.jpg
6 out of 12
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6 out of 12
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4 out of 12
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3 out of 12
Finance & AccountingMedicine & ScienceRisk ManagementTechnology
image_7.jpg
6 out of 12
image_12.jpg
4 out of 12


Healthcare & PharmaAcademia

6
Pfizer
2022 PROXY STATEMENT

Item 1 – Election of Directors Our 2022 Director Nominees

BOARD TENUREBOARD DIVERSITY
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Average Director tenure is 6 years
4 of 12 Directors are female
3 of 12 Directors are ethnically diverse
 
Vote
ü
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THESE NOMINEES AS DIRECTOR.
 
Pfizer
2022 PROXY STATEMENT
7

Item 1 – Election of Directors Director Nominees
Director Nominees
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Ronald E. Blaylock
AGE: 62
KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/Risk Management:
Mr. Blaylock’s extensive experience in private equity and investment banking brings business leadership, financial expertise and risk management skills to the Board. In addition, Mr. Blaylock’s service on the compensation committees of other public companies enables him to bring valuable insights to Pfizer’s Board and Compensation Committee.
Finance & Accounting:
Mr. Blaylock’s significant financial background, including as the founder and managing partner of GenNx360 Capital Partners and the founder of Blaylock & Company, brings substantial financial expertise and a unique perspective to the Board on issues of importance relating to finance.
DIRECTOR SINCE: 2017
BOARD COMMITTEES:
Audit and Compensation
KEY SKILLS:
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. 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 the Mental Health Coalition.
icon_skillsxbusleadership.jpg
Business Leadership & Operations
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Finance & Accounting
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Risk Management
OTHER CURRENT PUBLIC BOARDS:
Advantage Solutions Inc., CarMax, Inc., and W.R. Berkley Corporation

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Albert Bourla, DVM, Ph.D.
AGE: 60
KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/Human Capital Management/International Business/Healthcare & Pharma:
Dr. Bourla has over 25 years of leadership experience and a demonstrated track record for delivering strong business results. Dr. Bourla has deep knowledge of the global healthcare industry as he has held a number of senior global positions across a range of businesses in five different countries (including eight different cities) over the course of his career, which enables him to provide important insights and perspectives to our Board on the company’s commercial, strategic, manufacturing and global product development functions. As Chairman and CEO, Dr. Bourla provides an essential link between management and the Board regarding management’s business perspectives. In addition, his experiences on the Board of Pharmaceutical Research and Manufacturers of America (PhRMA) enable him to bring a broad perspective on issues facing our industry.
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.
Chairman and Chief Executive Officer
DIRECTOR SINCE: 2018
KEY SKILLS:
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Business Leadership & Operations
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Healthcare & Pharma
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International Business
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 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.
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Medicine & Science
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Human Capital Management
OTHER CURRENT PUBLIC BOARDS:
None

8
Pfizer
2022 PROXY STATEMENT

Item 1 – Election of Directors Director Nominees
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Susan Desmond-Hellmann, M.D., M.P.H.
AGE: 64
KEY SKILLS & EXPERIENCE:
Business Leadership & Operations:
Dr. Desmond-Hellmann brings strong leadership, expertise in business operations and global perspectives to the Board through her experiences as former Chief Executive Officer of the Bill & Melinda Gates Foundation, where she oversaw the creation of the Gates Medical Research Institute (GMRI) 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. She 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 the University of California, San Francisco (UCSF). Pfizer and the Board benefit from her depth of experience and expertise in medicine, healthcare and academia.
Technology:
Dr. Desmond-Hellmann brings an expertise in technology and innovation from her previous experiences at Genentech and as a director on other public company boards, including Facebook Inc. (now Meta).
DIRECTOR SINCE: 2020
BOARD COMMITTEES:
Governance & Sustainability and Science and Technology
KEY SKILLS:
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Business Leadership & Operations
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Healthcare & Pharma
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Medicine & Science
Board Member of National Resilience, Inc. and the GMRI. Senior Advisor at GMRI from 2020 until 2021. Served as the Chief Executive Officer of the Bill & Melinda Gates Foundation, a private foundation committed to enhancing global healthcare, reducing extreme poverty and expanding educational opportunities, from 2014 until her retirement in 2020. Prior to joining the Bill & Melinda Gates Foundation, she served as the first female, and ninth overall, Chancellor of UCSF from 2009 to 2014. Dr. Desmond-Hellmann remains an Adjunct Professor at UCSF. Member of the President's Council of Advisors on Science and Technology. From 1995 through 2009, Dr. Desmond-Hellmann was employed at Genentech where she served as President of Product Development from 2005 to 2009, overseeing pre-clinical and clinical development, business development and product portfolio management. Prior to joining Genentech, she was Associate Director, Clinical Cancer Research at Bristol-Myers Squibb Pharmaceutical Research Institute. Director of Facebook Inc. from 2013 to 2019. Director of Procter & Gamble from 2010 to 2017.
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Academia
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Technology
OTHER CURRENT PUBLIC BOARDS:
None
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Joseph J. Echevarria
AGE: 64
KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/International Business/Risk Management:
Mr. Echevarria’s 36-year career at Deloitte brings financial expertise and international business, leadership and operational and risk management skills to the Board.
Finance & Accounting:
Mr. Echevarria’s financial acumen, including his significant audit experience, expertise in accounting issues and service on the audit committees of other public companies, is an asset to Pfizer’s Board and Audit Committee.
Government 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.
DIRECTOR SINCE: 2015
BOARD COMMITTEES:
Audit and Governance & Sustainability (Chair)
KEY SKILLS:
Served as the Chief Executive Officer of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in 2014. During his 36-year tenure with Deloitte, served in various leadership roles, including Deputy Managing Partner, Southeast Region, Audit Managing Partner and U.S. Managing Partner and Chief Operating Officer.
CEO of UHealth and Executive Vice President for Health Affairs at the University of Miami since 2021. Senior Advisor to the President of the University of Miami. Serves as Chair Emeritus of former President Obama’s My Brother’s Keeper Alliance and as an advisor to the Obama Foundation. Member of the Board of Trustees of the University of Miami from 2012 until 2019. Chairman of the Board of The Bank of New York Mellon Corporation. Director of Unum Group, a provider of financial protection benefits, and Director of Xerox Holdings Corporation. Former Member of the President’s Export Council and former member of the Presidential Commission on Election Administration.
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Business Leadership & Operations
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Finance & Accounting
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International Business
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Risk Management
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Government & Public Policy
OTHER CURRENT PUBLIC BOARDS:
The Bank of New York Mellon Corporation, Unum Group and Xerox Holdings Corporation
Pfizer
2022 PROXY STATEMENT
9

Item 1 – Election of Directors Director Nominees
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Scott Gottlieb, M.D.
AGE: 49
KEY SKILLS & EXPERIENCE:
Government & Public Policy/Medicine & Science/Healthcare & Pharma:
Dr. Gottlieb brings significant expertise in health care, public policy and the biopharmaceutical industry to Pfizer's Board and the Regulatory and Compliance and Science and Technology Committees. Through his work as a physician and his tenure at the U.S. Food and Drug Administration (FDA), Dr. Gottlieb has demonstrated an understanding of patient needs, the public policy environment and the rapidly changing dynamics of biopharmaceutical research and development.
DIRECTOR SINCE: 2019
BOARD COMMITTEES:
Regulatory and Compliance (Chair) and Science and Technology
KEY SKILLS:
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 FDA from 2017 to 2019. Prior to serving as Commissioner of the FDA, Dr. Gottlieb held several roles in the public and private sectors, including serving as a Venture Partner to New Enterprise Associates, Inc. from 2007 to 2017.
Director of Illumina, Inc. Director of Aetion, Inc. a private healthcare data technology company, and Tempus, a private technology company. Board Member of National Resilience, Inc. Scientific Advisory Board Member of CellCarta. Member of the National Academy of Medicine and a contributor to the financial news network CNBC.
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Healthcare & Pharma
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Medicine & Science
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Government & Public Policy
OTHER CURRENT PUBLIC BOARDS:
Illumina, Inc.

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Helen H. Hobbs, M.D.
AGE: 69
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.
DIRECTOR SINCE: 2011
BOARD COMMITTEES:
Governance & Sustainability, Regulatory and Compliance, and Science and Technology (Chair)
KEY SKILLS:
Investigator, Howard Hughes Medical Institute since 2002, Professor of Internal Medicine and Molecular Genetics and Director of the McDermott Center for Human Growth and Development at the University of Texas Southwestern Medical Center. Board Member of Atavistik Bio. Scientific Advisor of the Column Group. Member of the American Society for Clinical Investigation and the Association of American Physicians. Elected to the National Academy of Medicine in 2004, the American Academy of Arts and Sciences in 2006, and the National Academy of Sciences in 2007. In 2012, received the inaugural International Society of Atherosclerosis Prize. Received the Pearl Meister Greengard Award (2015) and the Breakthrough Prize in Life Sciences (2015); the Passano Award (2016); the Harrington Prize for Innovation in Medicine (2018); the Lefoulon-Delalande Grand Prize in Science (2018); the Gerald D. Aurbach Award for Outstanding Translational Research (2019); and the Anitschkow Prize (2019).
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Healthcare & Pharma
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Medicine & Science
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Academia
OTHER CURRENT PUBLIC BOARDS:
None

10
Pfizer
2022 PROXY STATEMENT

Item 1 – Election of Directors Director Nominees
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Susan Hockfield, Ph.D.
AGE: 71
KEY SKILLS & EXPERIENCE:
Academia/Business Leadership & Operations/Medicine & Science:
Dr. Hockfield has strong leadership skills, having served as the first woman and first life scientist President of the Massachusetts Institute of Technology (MIT) from 2004 to 2012 and as Dean of the Graduate School of Arts and Sciences from 1998 to 2002 and Provost from 2003 to 2004 at Yale University. Her background also reflects significant achievements in academia and science as she has served as a professor of Neuroscience at 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 and Chair of the American Association for the Advancement of Science.
DIRECTOR SINCE: 2020
BOARD COMMITTEES:
Regulatory and Compliance and Science and Technology
KEY SKILLS:
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Business Leadership & Operations
Professor of Neuroscience and President Emerita at MIT. Served as MIT’s sixteenth president from 2004 to 2012. Member, Koch Institute for Integrative Cancer Research at MIT. Prior to joining MIT, she was the William Edward Gilbert Professor of Neurobiology, Dean of the Graduate School of Arts and Sciences from 1998 to 2002 and Provost from 2003 to 2004 at Yale University. Board Member of Repertoire Immune Medicines and Cajal Neuroscience.
Served as Science Envoy with the U.S. Department of State and as a member of a Congressional Commission evaluating the Department of Energy laboratories. Founding co-chair of the Advanced Manufacturing Partnership. Fellow of the American Association for the Advancement of Science. Member of the American Academy of Arts and Sciences and the Society for Neuroscience.
Recipient of the Charles L. Branch BrainHealth Award, Charles Judson Herrick Award from the American Association of Anatomists, the Wilbur Lucius Cross Award from Yale University, the Meliora Citation from the University of Rochester, the Golden Plate Award from the Academy of Achievement, the Amelia Earhart Award from the Women’s Union, the Edison Achievement Award, the Pinnacle Award for Lifetime Achievement from the Greater Boston Chamber of Commerce and the Geoffrey Beene Builders of Science Award from Research!America. She previously served as a Director of General Electric Company from 2006 until 2018 and of Qualcomm Incorporated from 2012 until 2016.
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Medicine & Science
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Academia
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Government & Public Policy
OTHER CURRENT PUBLIC BOARDS:
None
    

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Dan R. Littman, M.D., Ph.D.
AGE: 69
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.
DIRECTOR SINCE: 2018
BOARD COMMITTEES:
Governance & Sustainability, Regulatory and Compliance and Science and Technology
KEY SKILLS:
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, IMIDomics, Whitehead Institute of MIT Board of Advising Scientists and the Ragon Institute of MGH, MIT and Harvard. Member of the Scientific Steering Committee of Parker Institute of Cancer Immunotherapy. Awarded the New York City Mayor’s Award for Excellence in Science and Technology (2004), the Ross Prize in Molecular Medicine (2013) and the Vilcek Prize in Biomedical Science (2016).
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Healthcare & Pharma
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Medicine & Science
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Academia 
OTHER CURRENT PUBLIC BOARDS:
None
Pfizer
2022 PROXY STATEMENT
11

Item 1 – Election of Directors Director Nominees
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Shantanu Narayen
AGE: 58
KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/International Business/Finance & Accounting/Human Capital Management:
Mr. Narayen’s experience as Chairman and CEO of Adobe Inc. (Adobe) brings strong leadership and human capital management skills to the Board, and his past roles in worldwide product development provide valuable global operations experience. He also serves as a member and Vice Chairman of US-India Strategic Partnership Forum. Through his experiences as a director on another public board, he provides a broad perspective on issues facing public companies and governance matters.
Technology/Risk Management:
Pfizer benefits from Mr. Narayen’s extensive knowledge in technology, product innovation and leadership in the digital marketing category through his experience in the technology industry. In addition, his deep knowledge and understanding of business risks through his leadership at a global technology company provide further insight and perspective to the Board.
Lead Independent Director
DIRECTOR SINCE: 2013
KEY SKILLS:
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Business Leadership & Operations
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Finance & Accounting
Chairman and Chief Executive Officer of Adobe, one of the largest and most diversified software companies in the world. President of Adobe until December 2021. Prior to his appointment as CEO 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."
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International Business
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Human Capital Management
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Risk Management
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Technology
OTHER CURRENT PUBLIC BOARDS:
Adobe Inc.

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Suzanne Nora Johnson
AGE: 64
KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/Risk Management/International Business:
Ms. Nora Johnson’s careers in law and investment banking, including serving in various leadership roles at Goldman Sachs Group, Inc. (Goldman Sachs), provide valuable business experience and critical insights into the roles of the law and finance when evaluating strategic transactions.
Finance & Accounting:
Ms. Nora Johnson also brings financial expertise to the Board, providing an understanding of financial statements, corporate finance, accounting, capital markets and risk management.
Healthcare & Pharma:
Ms. Nora Johnson’s extensive knowledge of healthcare through her role in healthcare investment banking and investing, as well as her involvement with not-for-profit organizations, such as in scientific research (The Carnegie Institution) and healthcare policy (The Brookings Institution) provide touchstones of public opinion and exposure to diverse, global points of view.
DIRECTOR SINCE: 2007
BOARD COMMITTEES:
Audit (Chair) and Regulatory and Compliance
KEY SKILLS:
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Business Leadership & Operations
Retired Vice Chairman, Goldman Sachs, since 2007. During her 21-year tenure with Goldman Sachs, she served in various leadership roles, including Chair of the Global Markets Institute, Head of Global Research, and Head of Global Health Care.
Board Chair of Intuit Inc. Co-Chair, Board of Trustees of The Brookings Institution; Member of the Board of Trustees of the Carnegie Institution of Washington and Chair of the Investment Committee of the Board of Trustees of the University of Southern California. Member of the American Academy of Arts and Sciences. Director of American International Group, Inc. from 2008 to 2020 and Visa, Inc. from 2007 to 2022.
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Finance & Accounting
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Healthcare & Pharma
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International Business
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Risk Management
OTHER CURRENT PUBLIC BOARDS:
Intuit Inc.
12
Pfizer
2022 PROXY STATEMENT

Item 1 – Election of Directors Director Nominees
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James Quincey
AGE: 57
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.
DIRECTOR SINCE: 2020
BOARD COMMITTEES:
Compensation
KEY SKILLS:
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Business Leadership & Operations
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.
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Finance & Accounting
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International Business
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Human Capital Management
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Technology
OTHER CURRENT PUBLIC BOARDS:
The Coca-Cola Company

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James C. Smith
AGE: 62
KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/Finance & Accounting/Human Capital Management/International Business:
Through Mr. Smith’s experience as former President and CEO of Thomson Reuters Corporation (Thomson Reuters) he brings valuable leadership, finance, international business, and human capital management skills to our Board. Pfizer benefits from Mr. Smith’s organizational expertise and leadership experience, honed in numerous senior management roles and on notable merger and acquisition activities, including the acquisition and subsequent integration of two of the information industry’s preeminent firms, as well as his strong operational and international expertise. Mr. Smith’s previous experience running global Human Resources for the Thomson Corporation informs his strong advocacy for culture and talent development.
DIRECTOR SINCE: 2014
BOARD COMMITTEES:
Audit and Compensation (Chair)
KEY SKILLS:
Chairman of the Thomson Reuters Foundation, a London-based charity supported by Thomson Reuters. President and Chief Executive Officer of Thomson Reuters, a provider of intelligent information for businesses and professionals from 2012 through March 2020, 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 in 2008, served as Chief Operating Officer of Thomson Corporation and as President and Chief Executive Officer of Thomson Learning’s Academic and Reference Group. Director of Refinitiv, a privately-held global provider of financial market data and infrastructure until its acquisition by the London Stock Exchange Group in January 2021. Member of the Board of Trustees of the Brookings Institution. Director of Thomson Reuters from 2012 until 2020.
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Business Leadership & Operations
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Finance & Accounting
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International Business
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Human Capital Management
OTHER CURRENT PUBLIC BOARDS:
None

Pfizer
2022 PROXY STATEMENT
13


Governance
Overview
We are committed to maintaining and enhancing our history of excellence in governance. Good governance promotes our shareholders' long-term interests, strengthens Board and management accountability, and improves our standing as a trusted corporate citizen.
Governance Materials Available on Our Website
Our corporate governance policies and procedures are reviewed at least annually by the Governance & Sustainability Committee and the full Board and are updated periodically in response to changing regulatory requirements, evolving practices and trends, issues raised by our shareholders and other stakeholders, and otherwise as circumstances warrant. You can view our Corporate Governance Principles, policies and other corporate governance materials on our website at https://investors.pfizer.com/Investors/Corporate-Governance/The-Pfizer-Board-Policies/default.aspx and https://www.pfizer.com/about/responsibility/compliance/code-of-conduct.
Board Leadership Structure
Given the dynamic and competitive environment in which we operate, the Board believes that its optimal leadership structure may vary as circumstances warrant. Our Corporate Governance Principles provide the Board with flexibility to determine its optimal model for independent Board leadership at any given time. The Board does not view any particular board leadership structure as preferred. The independent Directors evaluate the Board’s leadership structure at least annually. During its review, the Governance & Sustainability Committee considers the company’s current operating environment, peers' Board leadership structures, best practices, as well as investor feedback.
When and if the positions of Chairman and CEO are combined, or the Chairman is not an independent Board member, the independent Directors will elect a strong Lead Independent Director with a clearly defined role and responsibilities. Please see the Charter of the Lead Independent Director available at https://investors.pfizer.com/Investors/Corporate-Governance/The-Pfizer-Board-Policies/default.aspx.

2021 ANNUAL REVIEW OF LEADERSHIP STRUCTURE
In December 2021, following a thorough review by the Governance & Sustainability Committee, the independent Directors re-evaluated the Board’s leadership structure and considered the factors described above. The Committee along with other independent Directors determined that continuing to combine the roles of Chairman and CEO would be in the best interests of the company and its shareholders. The company can more effectively execute its strategies, especially important during this unprecedented global pandemic, with a Chair that has deep scientific and industry expertise, along with extensive company knowledge. The combined role, coupled with the strong Lead Independent Director, has enabled the Board to be responsive to challenges and opportunities as they continue to arise. For example, in 2021, under Dr. Bourla's exemplary leadership: (i) the Pfizer-BioNTech COVID-19 vaccine was the first COVID-19 vaccine to receive approval by the FDA for individuals 16 and older; and (ii) Pfizer's novel COVID-19 oral treatment, Paxlovid, received FDA EUA to treat mild-to-moderate COVID-19 in patients 12 and older, weighing at least 40 kg, with positive results of direct SARS-CoV-2 viral testing, who are at high risk for progression to severe COVID-19, including hospitalization or death.
Mr. Shantanu Narayen will continue as our Lead Independent Director. He has held this position since the 2018 Annual Meeting. During Mr. Narayen’s nine years as a Director and four years as Lead Independent Director, he has consistently demonstrated strong leadership skills and risk oversight abilities in addition to deep expertise in technology and product innovation. The independent Directors remain confident in Mr. Narayen’s abilities to continue as Lead Independent Director.
OUR BOARD LEADERSHIP STRUCTURE IS FURTHER STRENGTHENED BY:
the strong, independent oversight exercised by our Board — composed entirely of independent Directors other than Dr. Bourla — and its key Committees;
the independent leadership provided by Pfizer’s Lead Independent Director, who has robust, well-defined responsibilities under a Board-approved charter; and
Board and committee processes and procedures that provide substantial independent oversight of our CEO’s performance; including regular executive sessions of the independent Directors (which take place at every Board meeting and are led by our Lead Independent Director), an annual evaluation of our CEO’s performance against predetermined goals, as well as an assessment of the CEO’s interactions with the Board in his role as Chairman.
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Pfizer
2022 PROXY STATEMENT

Governance Overview
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 effective 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 R&D activities, drug pricing, manufacturing and supply, access and reimbursement, the COVID-19 pandemic, cybersecurity, our ESG program, culture and human capital management. In addition, it receives regular reports from members of our ELT that include discussions of the risks involved in their respective areas of responsibility. The Board is routinely informed of developments that could affect our risk profile or other aspects of our business.
The Board is kept informed of its Committees’ risk oversight and other activities through reports by the Committee Chairs to the full Board. These reports are presented at every regular Board meeting.
AUDIT COMMITTEE
The Audit Committee has primary responsibility for overseeing Pfizer’s ERM program. Pfizer’s Chief Internal Auditor, who reports to the Committee, facilitates the ERM program in coordination with the Legal Division and Compliance Division and helps ensure that ERM is integrated into our strategic and operating planning process.
The Committee meets throughout the year, with agendas that include discussions of individual risk areas, including areas posing potential reputational risk to Pfizer, as well as an annual summary of the ERM 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 Information Security Officer.
REGULATORY AND COMPLIANCE COMMITTEE
The Regulatory and Compliance Committee is responsible for reviewing and overseeing Pfizer’s ethics & compliance program, including evaluating its effectiveness. The Committee reviews and receives information and briefings about current and emerging compliance and quality risks and regulatory, enforcement and other external factors that may affect our business operations, risk management, performance, or strategy, as we innovate to deliver on our purpose and advance public health. The Committee's primary responsibilities include overseeing Pfizer’s healthcare law compliance and quality risk management, its culture of integrity and the status of compliance with applicable laws, regulations and internal procedures.
Periodically, the Regulatory and Compliance Committee and the Audit Committee hold joint sessions to discuss risks relevant to both Committees’ areas of risk oversight, including an annual discussion of the ERM program.
OTHER BOARD COMMITTEES
The Board’s other Committees oversee risks associated with their respective areas of responsibility.
For example:
The Compensation Committee considers the risks associated with our compensation policies and practices for both executive compensation and compensation generally.
The Governance & Sustainability Committee considers risks relating to the company's:
i.ESG strategy and reporting;
ii.human capital management;
iii.lobbying priorities and activities;
iv.political spending; and
v.potential reputational risk factors.
The Science and Technology Committee evaluates the soundness/risks associated with our technologies.

Pfizer
2022 PROXY STATEMENT
15

Governance Overview
The Board’s Role in Succession Planning
MANAGEMENT SUCCESSION PLANNING
Succession planning for Pfizer’s senior management positions ensures continuity of leadership and is critical to the company’s success. The Board is responsible for succession planning for the CEO and certain other senior management positions, and discusses succession planning regularly in executive sessions. To assist the Board, the CEO annually provides the Board with an assessment of potential successors to the CEO role, as well as to certain senior management positions. When appropriate, the Board will meet with these individuals.
In addition, the Governance & Sustainability Committee reviews the succession plans relating to positions held by elected corporate officers with the CEO and will make recommendations to the Board with respect to potential successors to fill these roles.
BOARD SUCCESSION PLANNING
The Governance & Sustainability Committee focuses on Board succession planning on a continuous basis and considers the size of the Board, our skills matrix and upcoming retirements. In performing this function, it recruits and recommends nominees for election as Directors. The goal is to achieve a Board that provides effective oversight of the company with appropriate diversity of gender, age, race, ethnicity, background, professional experience and perspectives. Under our 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.
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Pfizer
2022 PROXY STATEMENT

Governance Overview
Evaluation of Board Effectiveness
The Board is committed to continuous improvement and utilizes annual evaluations to evaluate performance and improve effectiveness.
2021 EVALUATION PROCESS
FEBRUARY
BOARD & COMMITTEE EVALUATION
The Governance & Sustainability Committee initiates, conducts and oversees the process, which consists of each Director’s evaluation of the Board as a whole, and an evaluation of each Committee by its members.
 The Committee also assesses other factors, including:
Director independence and qualifications to serve on various Committees; and
Committee Chair assignments and membership rotations.
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APRIL (BOARD) AND JUNE (COMMITTEES)
PRESENTATION OF EVALUATION RESULTS
In April, the results of the full Board evaluation are presented by the Chair of the Governance & Sustainability Committee, and discussed in executive session at a subsequent Board meeting.
In June, the results of each Committee evaluation are presented and discussed at subsequent Committee meetings for the relevant Committee.
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DECEMBER
EVALUATION OF EXISTING PROCESS
The Governance & Sustainability Committee reviews the effectiveness of the overall evaluation process and considers whether to:
modify the questionnaire;
incorporate individual Director evaluations into the process; or
conduct the evaluation through an external third-party provider.
After its review of the comprehensive feedback provided by the Board and Committees' self-evaluations, the Governance & Sustainability Committee determined that the current process was effective and that no modifications to the existing process were warranted for 2022.
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JUNE – DECEMBER
FOLLOW-UP
The Board and Committees discuss topics requiring additional consideration to be addressed at future Board and Committee meetings.
Board and Committee Information
During 2021, the Board of Directors met six times. Each of our Directors attended 75% or more of the total meetings of the Board and the Committees on which he or she served. In accordance with our Corporate Governance Principles, all Directors attended our 2021 Annual Meeting.
COMMITTEE REFRESHMENT
The Board, upon recommendation from the Governance & Sustainability Committee, reviews and determines the composition of the Committees and appoints the Committee Chairs. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with those gained from fresh perspectives and enhancing our Directors’ understanding of different aspects of our business. There were no changes to Committee composition in 2021.
Pfizer
2022 PROXY STATEMENT
17

Governance Overview
BOARD COMMITTEES
THE AUDIT COMMITTEE
Chair:
Suzanne Nora Johnson

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The Committee's primary responsibilities include:
the appointment, compensation, retention and oversight of our independent registered public accounting firm;
reviewing and discussing, with the independent registered public accounting firm, Internal Audit and management, the adequacy and effectiveness of internal control over financial reporting;
reviewing and consulting with management, Internal Audit and the independent registered public accounting firm on matters related to the annual audit, the published financial statements, earnings releases and the accounting principles applied;
reviewing reports from management relating to the status of compliance with laws, regulations and internal procedures and policies;
reviewing and approving, based on discussion with the Chief Financial Officer, the appointment, replacement or dismissal of the Chief Internal Auditor and reviewing, with the Chief Financial Officer, the performance of the Chief Internal Auditor; and
reviewing and discussing with management the company’s policies with respect to risk assessment and risk management, including with respect to information security and technology risks (including cybersecurity).
The Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm. It also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by Pfizer regarding its accounting, internal controls and auditing matters. Further details of the role of the Audit Committee, as well as the Audit Committee Report, may be found in "Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm" on page 32.
The Audit Committee is governed by a Board-approved Charter which is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/Board-Committees--Charters/default.aspx.
Additional Committee Members:
Ronald E. Blaylock
Joseph J. Echevarria
James C. Smith
All Members Are Independent and Financially Literate
All members qualify as "Audit Committee Financial Experts"

Meetings Held in 2021: 11

THE COMPENSATION COMMITTEE
Chair:
James C. Smith
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The Committee reviews and approves the company’s overall compensation philosophy and oversees the administration of our executive compensation and benefit programs, policies and practices. Its responsibilities also include:
establishing and monitoring performance against short-term and long-term incentive plan goals, and approving the short-term incentive plan pool performance and long-term incentive plan goals and long-term incentive awards;
establishing objectives for the CEO and reviewing the goals approved by the CEO for our executive officers, including the Named Executive Officers (NEOs), as well as evaluating the performance and setting compensation for the CEO and reviewing and approving the compensation of the executive leadership team;
reviewing and assessing annually, potential risks to the company from its compensation program and related policies; and
collaborating with the Governance & Sustainability Committee on responsibilities delegated by the Board related to human capital management.
The Committee has the authority to delegate any of its responsibilities to another committee, officer and/or subcommittee, as the Committee may deem appropriate in its sole discretion, subject to applicable law, rules, regulations and NYSE listing standards.
The Compensation Committee is governed by a Board-approved Charter which is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/Board-Committees--Charters/default.aspx.
Compensation Committee Interlocks and Insider Participation. During 2021 and as of the date of this Proxy Statement, none of the members of the Committee was or is an officer or employee of Pfizer, and no executive officer of the company served or serves on the compensation committee or board of any company that employed or employs any member of Pfizer’s Compensation Committee or Board of Directors.
Additional Committee Members:
Ronald E. Blaylock
James Quincey
All Members Are Independent
All members are "non-employee directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934

Meetings Held in 2021: 8
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Pfizer
2022 PROXY STATEMENT

Governance Overview
THE GOVERNANCE & SUSTAINABILITY COMMITTEE
Chair:
Joseph J. Echevarria
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The Committee oversees the practices, policies and procedures of the Board and its committees. Its responsibilities include:
recommending and recruiting Director candidates so that the Board maintains its diverse composition, with diversity reflecting gender, age, race, ethnicity, background, professional experience and perspectives;
overseeing the evaluations of the Board and its Committees;
reviewing our Corporate Governance Principles and Director Qualification Standards;
overseeing the company’s ESG strategy and reporting and maintaining an informed status on political spending and lobbying priorities and activities; and
overseeing the company’s policies and practices related to human capital management, which may include culture, diversity and inclusion, pay equity and talent management.
The Governance & Sustainability Committee is governed by a Board-approved Charter which is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/Board-Committees--Charters/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.
All Members Are Independent

Meetings Held in 2021: 5


THE REGULATORY AND COMPLIANCE COMMITTEE
Chair:
Scott Gottlieb, M.D.
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The Committee’s primary responsibilities include:
assisting the Board with overseeing quality and compliance risk management in areas of healthcare compliance across the company's core functions; and
reviewing and overseeing the company’s ethics & compliance program and related activities through review of reports and information from management, legal counsel and third parties covering: (i) effective compliance program matters; (ii) proactive quality and compliance risk management matters; and (iii) significant regulatory and compliance healthcare-related matters.

The Committee makes recommendations to the Compensation Committee concerning the extent, if any, to which the incentive-based compensation of any executive, senior manager, compliance personnel and/or attorney involved in any significant misconduct resulting in certain government or regulatory action, or other person with direct supervision over such employee, should be reduced, extinguished or recouped.
The Regulatory and Compliance Committee is governed by a Board-approved Charter which is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/Board-Committees--Charters/default.aspx.
Additional Committee Members:
Helen H. Hobbs, M.D.
Susan Hockfield, Ph.D.
Dan R. Littman, M.D., Ph.D.
Suzanne Nora Johnson
All Members Are Independent

Meetings Held in 2021: 4


THE SCIENCE AND TECHNOLOGY COMMITTEE
Chair:
Helen H.
Hobbs, M.D.
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The Committee is responsible for periodically examining management’s strategic direction of and investment in the company’s biopharmaceutical R&D and technology initiatives. Its responsibilities include:
monitoring progress of Pfizer’s R&D pipeline;
evaluating the quality, direction and competitiveness of the company’s R&D programs; and
reviewing Pfizer’s approach to acquiring and maintaining key scientific technologies and capabilities.
The Committee also identifies and evaluates emerging issues, assesses the performance of R&D leaders, and evaluates the sufficiency of review by external scientific experts.
The Science and Technology Committee is governed by a Board-approved Charter which is available on our website at https://investors.pfizer.com/Investors/Corporate-Governance/Board-Committees--Charters/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.

All Members Are Independent

Meetings Held in 2021: 5

Pfizer
2022 PROXY STATEMENT
19

Governance Governance & Sustainability Committee Report
Governance & Sustainability Committee Report
The following are examples of how we worked to achieve the Board's objectives to maintain and enhance Pfizer's record of excellence in corporate governance and Board oversight in 2021 and early 2022.
Board Leadership Structure: The Committee and the independent Directors conducted a thorough annual review of the Board’s leadership structure, and the independent 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: We assessed Director qualifications for serving on various Committees, assessed Director independence and conducted an evaluation process for the Board and its Committees. In addition, the Committee reviewed and, where appropriate, recommended changes to our Corporate Governance Principles and other governance documents, including updating our Corporate Governance Principles to provide that Directors serve on no more than three public company boards in addition to Pfizer’s. The Committee reviewed the number of outside directorships held by Directors and determined that all Directors were in compliance. The Committee continued to review the effective functioning of the Board and its Committees and discussed its annual Board and Committee self-evaluation process. We considered whether the existing process should be refined to include the use of a third-party facilitator or to conduct individual Director evaluations. Following a review of the existing process, including the Board and Committee self-evaluation questionnaires, the Committee determined that no changes were warranted for 2022.
Board Succession Planning: We continued our 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 and a review of our skills matrix. We consider a diverse pool of 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. The Board did not elect any new Directors during 2021.
Environmental, Social and Governance Strategy: Throughout the year, we engaged with management regarding Pfizer's ESG strategy, launched in 2020, 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. In addition, the Committee received updates from management regarding Pfizer's ESG evolution and priorities, as well as changes in the ESG external environment. Further, the Committee was informed of and expressed support for the Compensation Committee’s ongoing discussions and determination, in early 2022, to include ESG metrics in the company’s executive compensation program going forward.
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 received regular updates from management concerning Pfizer’s public policy and corporate political spending and lobbying priorities and activities. The Committee was also informed by management of the benefits, as well as the risks, derived from our association with significant trade associations. Further, the Committee was informed of and expressed its support for Pfizer's response to the shareholder proposal regarding political contributions that received significant minority support at the 2021 Annual Meeting. This resulted in the publication of the company's first "Industry Associations — Report on Incongruencies," available on our corporate website. See "Public Policy Engagement and Political Participation" for more information.
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, when appropriate. 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.
20
Pfizer
2022 PROXY STATEMENT

Governance Regulatory and Compliance Committee Report
Regulatory and Compliance Committee Report
The Committee assists the Board with the oversight of significant healthcare-related regulatory and compliance issues. Under the terms of its Charter, the Committee receives reports regarding the company's ethics & compliance program, for which management has primary responsibility.
In 2021, 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:
management of potential healthcare regulatory and compliance risks relating to the development, manufacture and commercialization of Pfizer products, and efforts to mitigate those risks;
certain compliance- and quality-related matters, government and internal investigations, regulatory actions and significant regulatory communications and other legal proceedings;
results of internal audits conducted in areas within the Committee’s oversight;
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;
updates regarding the integration of acquired companies into Pfizer’s compliance program;
anti-retaliation policies and procedures and any retaliation claims received by Pfizer;
Pfizer's culture of integrity and our policies supporting speak-up, open-door and anti-retaliation, and the tone set by leaders throughout the organization; and
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
Pfizer
2022 PROXY STATEMENT
21

Governance Shareholder Outreach
Shareholder Outreach
CONNECT
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COLLABORATE
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COMMUNICATE
Investor engagement supports our foundation and record of excellence in corporate governance.
A collaborative approach helps to foster a mutual understanding of ESG and other related priorities.
Feedback keeps the Board consistently informed of shareholder sentiment and emerging issues.
Connect
Investor feedback is invaluable to Pfizer and the Board. Throughout the year, we seek opportunities to connect with our investors to discuss current and emerging ESG trends and hear their views concerning Pfizer’s corporate governance policies and practices.
During 2021, we solicited feedback from investors representing holders of approximately 47% of our shares, and engaged with 14 institutional investors representing approximately 20% of our shares outstanding. We discussed various corporate governance and related matters, including COVID-19 developments, ESG strategy updates, human capital, political expenditures and executive compensation. In addition, we engaged with two major proxy advisory firms. While the engagements are primarily conducted by management, Board members also participate, when appropriate. During 2021, for example, Mr. Echevarria, Chair of the Governance & Sustainability Committee, participated in discussions with certain investors. It is also our practice to engage with shareholder proposal proponents during the proxy season to further understand their concerns with the goal of reaching mutual agreements that may lead to the proponents' withdrawal of their proposals from the proxy ballot.
In addition to connecting with our institutional investors, we remain responsive to our retail investors’ and other stakeholders’ inquiries. This past year, Pfizer broadened its outreach to proactively include retail investors. The retail investor program, led by Corporate Affairs, launched in mid-September 2021. The program is designed to create a more cohesive relationship with Pfizer’s retail holders by sharing timely and informative content regarding Pfizer's corporate strategy through digital platforms.
Collaborate
During our discussions, we strive for a collaborative approach and value the variety of perspectives we receive, which deepens our understanding of stakeholder interests and motivations and fosters a mutual understanding of governance priorities. Items on the meeting agendas for 2021 covered a range of topics. Please see below for highlights from our discussions.
SUMMARY OF CERTAIN 2021 SHAREHOLDER DISCUSSIONS
COVID-19 Developments: Investors were interested in discussing Pfizer’s ongoing response to the COVID-19 pandemic. As the Pfizer-BioNTech COVID-19 vaccine received U.S. FDA EUA for broader age groups, most questions were focused on our access, distribution and pricing strategies. We discussed our tiered pricing structure and commitment to help ensure broad access, as well as certain challenges with distribution to low- and middle-income countries. In general, investors were pleased with Pfizer's actions and progress with respect to COVID-19.
Action taken: Feedback was shared with the Governance & Sustainability Committee.
ESG Strategy Update: We received only a few questions concerning our overall ESG strategy. Some investors requested an update regarding Pfizer's environmental goals. Others asked about Pfizer's plans for the use of proceeds received from the issuance of our sustainability bonds. We also received positive feedback regarding our 2020 ESG Report.
Action taken: Feedback was shared with the Governance & Sustainability Committee. For additional information concerning Pfizer’s ESG strategy and sustainability bonds, please see Pfizer's 2021 Annual Review and 2021 ESG Report. Please note that these documents are not a part of our proxy solicitation materials.
Human Capital: Investors' interest in human capital related topics remains strong, especially regarding our diversity and inclusion initiatives, as well as colleague health and safety during the COVID-19 pandemic. We received positive feedback regarding our opportunity parity and pay equity initiatives. In general, investors were pleased with the publication of our EEO-1 data and median pay data in 2021.
Action taken: Feedback was shared with the Governance & Sustainability Committee. For additional information concerning our pay equity study and opportunity parity goals, please see Pfizer’s 2021 Annual Review and 2021 ESG Report. Please note that these documents are not a part of our proxy solicitation materials.
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Pfizer
2022 PROXY STATEMENT

Governance Shareholder Outreach
Executive Compensation: Most questions about our executive compensation program were focused on the Compensation Committee's views on whether to incorporate ESG metrics into the executive compensation program.
Action taken: Feedback was shared with the Governance & Sustainability Committee and the Compensation Committee. The Compensation Committee determined in early 2022 that ESG metrics will be included in our short-term incentive program going forward. Please see the "Compensation Discussion and Analysis" section for additional information.
Political Expenditures: Our political contributions practices and disclosures remain a topic of interest to investors. At the 2021 Annual Meeting, the shareholder proposal requesting an incongruency report on our political contributions received significant minority support. Although it did not pass, some investors were eager to learn about Pfizer’s response to the vote. We shared our plans to publish an incongruency report by year-end 2021. In general, investors were supportive of our response.
Action taken: Feedback was shared with the Governance & Sustainability Committee. We published Pfizer's "Industry Associations - Report on Incongruencies" at https://www.pfizer.com/about/programs-policies/political-partnerships.
Communicate
We communicate with our shareholders through various platforms, including via our website, in print and, in 2021, virtually, at shareholder meetings or investor presentations. In 2021, in addition to meeting with institutional investors, we responded to more than 750 inquiries from individual shareholders sent to the Board or the Office of the Corporate Secretary.
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.
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/Investors/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.
Pfizer
2022 PROXY STATEMENT
23

Governance Public Policy Engagement and Political Participation
Public Policy Engagement and Political Participation
The Governance & Sustainability Committee maintains an informed status on the company's issues related to public policy and corporate political spending practices. The Committee receives periodic updates and reviews Pfizer’s Political Action Committee (PAC) and Corporate Political Contributions Report, prior to its annual publication. In addition, management regularly informs the Committee of Pfizer's policy priorities and its efforts to educate lawmakers in support of those priorities.
Public Policy Engagement for Global Public Health
Fundamental to our business, we engage 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 intellectual property (IP) protections; and improving patient access to care. We regularly work with policy makers and industry and trade groups 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.
To advance our business objectives, we are also members of 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 industry and the business community at large in an effort to bring about consensus on broad policy issues. Our support of these organizations is evaluated annually by our U.S. Government Relations leaders based on their expertise in healthcare policy and advocacy.
In addition to healthcare policy, we realize these organizations may engage in a variety of other issues that extend beyond the scope of our priorities. Our participation as a member of these groups comes with the understanding that we may not always agree with every position held by the organization and/or its other members. Nevertheless, we monitor where and to what extent our trade associations are misaligned with the company on such issues and we will advocate for the trade association to come into alignment. If and when a trade association's misalignment outweighs the benefits to Pfizer and its stakeholders, we consider whether to reduce our involvement with the organization or end our involvement altogether.
We believe value exists in making sure our positions on issues important to Pfizer and our industry are communicated and understood within those organizations. Please see Pfizer’s “Industry Associations Report on Incongruencies” at https://www.pfizer.com/about/programs-policies/political-partnerships.
CORPORATE POLITICAL CONTRIBUTIONS
At Pfizer, we adhere to our formal policy for making corporate political and PAC contributions in the U.S., which applies to Pfizer and the Pfizer PAC. The policy is designed to ensure that our political expenditures are made in compliance with all federal, state, and local election laws, as applicable. In addition, we do not make direct independent expenditures. Contributions to 527 Issue Organizations are subject to a separate approval process that includes executive level management.
Our disclosures comply with all federal, state and local laws and reporting requirements governing corporate political contributions. All corporate political contributions are published annually in the PAC and Corporate Political Contributions report in compliance with Pfizer’s corporate policy.
We periodically discuss our political contributions disclosures with investors and other stakeholders to help ensure our disclosures meet their needs. Over the years, shareholder engagement has influenced our level of disclosure and helped to develop or modify related policies. See "Shareholder Outreach" above for more information.
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Pfizer
2022 PROXY STATEMENT

Governance Public Policy Engagement and Political Participation
POLICIES AND PROCEDURES FOR APPROVAL AND OVERSIGHT OF CORPORATE AND PAC POLITICAL EXPENDITURES
All corporate and PAC political spending decisions undergo a rigorous review process conducted monthly by the PAC Steering Committee. The Committee, composed of seven cross-divisional colleagues, reviews and approves all PAC and corporate political contributions. The PAC is a non-partisan, employee-run organization that enables employees to participate in the American political process. The Committee ensures that each contribution made advances our business objectives and is not based on the political preferences or views of any individual colleague. In addition, the Committee considers contributions to lawmakers on a case-by-case basis using the following criteria:
Prioritization of candidates who support policies that impact our purpose and uphold our core values, which include healthcare, tax and an intellectual property ecosystem that supports innovation and patient access to medicines;
Representation where colleagues live and work; and
Elected officials' conduct and statements.
Further, 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, Quality & Risk Officer. The PCPC is composed of senior leaders from different areas of the company.
Federal and State Lobbying Activity
The company’s U.S. Government Relations leaders are responsible for the company’s lobbying activities. The Board’s Governance & Sustainability Committee is responsible for overseeing the company’s lobbying priorities and activities through periodic reports from management. In addition, 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/about/responsibility/compliance/code-of-conduct.
REPORTING AND COMPLIANCE FEATURES
FEDERAL LOBBYING
Compliant with Honest Leadership and Open Government Act of 2007
Pfizer's disclosures and lobbying activities comply with the Honest Leadership and Open Government Act of 2007. These reports may be viewed at https://lda.senate.gov/system/public/.
In addition, we voluntarily report the portion of our dues used by trade associations for Federal Lobbying Activity. See https://www.pfizer.com/about/programs-policies/political-partnerships.
STATE LOBBYING
Compliant with state registration and reporting requirements
We are fully compliant with state registration and reporting requirements.
Links to states’ reporting entities, where state lobbying reports are filed, may be accessed at: https://www.pfizer.com/about/programs-policies/political-partnerships.
Pfizer
2022 PROXY STATEMENT
25

Governance Pfizer Policies on Business Conduct
Pfizer Policies on Business Conduct
All of our colleagues, 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 an utmost commitment to integrity. Our policies and procedures cover all major areas of business conduct, including employment practices, conflicts of interest, anti-corruption, transparency, privacy, product communications, intellectual property and the protection of confidential information, and require strict adherence to laws and regulations applicable to the conduct of our business. In addition, we strive to ensure fair competition in all our business dealings, including, among other things, distribution agreements, rebates and discounts to customers, patent, copyright, and trademark licenses, territorial restrictions on resellers, and pricing policy generally. We are committed to competing fairly and following the antitrust and competition laws of all countries in which we operate.
Code of Conduct training is assigned to all new colleagues upon hire and to existing colleagues regularly. The training includes a certification to confirm that colleagues are familiar with and agree to abide by the Code of Conduct and that they understand their responsibility to report and have reported any potential violations of law, regulations, ethical standards or Pfizer policy.
Colleagues are required to report any conduct that they believe to be an actual or apparent violation of Pfizer’s policies on business conduct. Retaliation in any form against any colleague who seeks advice, raises a concern, reports misconduct, or provides information in an investigation is 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/about/responsibility/compliance/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). It is intended to focus the Board and the Directors on areas of ethical risk, help them 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 our 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 Director Code is available on our website at
https://investors.pfizer.com/Investors/Corporate-Governance/The-Pfizer-Board-Policies/default.aspx.
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Pfizer
2022 PROXY STATEMENT

Governance Other Governance Practices and Policies
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 our common stock or engaging in short sales of our 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 our common stock (sometimes referred to as "hedging").
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
2022 PROXY STATEMENT
27


Non-Employee Director Compensation
Our non-employee Directors receive cash compensation, as well as equity compensation in the form of Pfizer stock units, for their service.
NON-EMPLOYEE DIRECTOR COMPENSATION
In 2021, we provided the following compensation:
Compensation ElementDirect Compensation Program
Board Member Annual Cash and Equity Retainer$142,500 payable quarterly in cash, $192,500 in stock units
Chair of Each Board Committee (Additional Cash Fee)$30,000
Lead Independent Director (Additional Cash Fee)$50,000
Stock Ownership Guideline
Required to own Pfizer common stock and/or deferred stock units with a value of at least five times their annual cash retainer ($712,500). New directors are subject to milestones toward this requirement(1).
Cash Compensation
Directors can defer all or a portion of their annual cash retainers until they cease to be members of the Board. At a Director’s election, the cash retainer fees can be invested in an account credited with Pfizer stock units or deemed invested in the same investments available to Pfizer employees under certain deferred compensation plans(2).
Equity Compensation
Directors who have met the stock ownership requirements as of December 31 of the prior year are permitted each year to elect to defer units granted in the immediately following year or to receive the equivalent in shares(3).
The Pfizer Foundation Matching Gift Program
The Pfizer Foundation matches eligible contributions up to a maximum of $20,000 per Director, per calendar year.
(1)Currently all Directors comply with our stock ownership guidelines.
(2)The number of Pfizer stock units is based on the closing price of Pfizer’s common stock on the last business day of the fiscal quarter in which the retainer is earned. The number of stock units in a Director’s account is increased by additional stock units based on the value of any dividends on the common stock. Upon distribution, the amount attributable to stock units held in his or her account is paid in cash or in shares of Pfizer stock, at the Director’s election. The amount of any cash payments is determined by multiplying the number of Pfizer stock units in the account by the closing price of our common stock on the last business day before the payment date.
(3)All of the eligible non-employee Directors will defer their Pfizer stock units granted in 2022. The number of units in a Director’s account is increased by additional stock units based on the value of any dividends on the common stock. Deferred stock units are not payable until the Director ceases to be a member of the Board, at or after which time they are paid in cash or in shares of Pfizer stock, at the Director’s election. The amount of any cash payment is determined by multiplying the number of Pfizer stock units in the account by the closing price of our common stock on the last business day before the payment date.

Our Governance & Sustainability Committee is responsible for reviewing and advising on the compensation of our non-employee Directors. To assist with this duty, they engage an independent compensation consultant to perform regular periodic reviews of our non-employee Director compensation program, which includes an analysis of market trends and best practices and peer comparison with our Pharmaceutical Peer and General Industry Comparator Groups. The compensation program for our non-employee Directors was last reviewed in April 2020 by the Governance & Sustainability Committee in consultation with FW Cook & Co. and they recommended no changes to the program. The Governance & Sustainability Committee intends to engage Meridian Compensation Partners, LLC during 2022 to review our non-employee Director compensation program.
In addition to the above, any newly elected Director receives a pro-rata grant of Pfizer stock units based upon the ratio of his/her period 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. In 2022, upon election at the 2022 Annual Meeting, each non-employee Director will receive Pfizer stock units with a value of $192,500 as of the date of grant, 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.
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. See the "Other Governance Practices and PoliciesDerivatives Trading/Hedging Policy" section earlier and "Other Compensation Programs and PoliciesDerivatives Trading/Hedging Policy" section later in this Proxy Statement.
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Pfizer
2022 PROXY STATEMENT

Non-Employee Director Compensation 2021 Director Compensation Table
THE PFIZER FOUNDATION MATCHING GIFT PROGRAM
Our non-employee Directors may participate in the Pfizer Foundation Matching Gift Program. In 2021, 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. 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.
(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.
2021 Director Compensation Table
The following table sets forth the compensation provided for our non-employee Directors who served in 2021.
Name
Fees Earned
or Paid in Cash
Stock
Awards(1)
All Other
Compensation(2)
Total
Ronald E. Blaylock$142,500$192,500$10,000$345,000
Susan Desmond-Hellmann, M.D., M.P.H.
142,500192,500335,000
Joseph J. Echevarria172,500192,500365,000
Scott Gottlieb, M.D.
172,500192,500365,000
Helen H. Hobbs, M.D.172,500192,50020,000385,000
Susan Hockfield, Ph.D.
142,500192,5004,350339,350
Dan R. Littman, M.D., Ph.D.142,500192,50015,902350,902
Shantanu Narayen192,500192,50020,000405,000
Suzanne Nora Johnson172,500192,500365,000
James Quincey
142,500192,50020,000355,000
James C. Smith172,500192,500365,000
(1)The number of units granted was determined by dividing the grant date value of the award, $192,500, by $38.64, the closing price of the company’s common stock on April 22, 2021. At the end of 2021, the aggregate number of stock units (including dividend equivalents) held by each current non-employee Director was as follows: Mr. Blaylock, 36,874, Dr. Desmond-Hellmann, 10,890, Mr. Echevarria, 76,398, Dr. Gottlieb, 15,268, Dr. Hobbs, 86,415, Dr. Hockfield, 11,902, Dr. Littman, 29,292, Mr. Narayen, 102,216, Ms. Nora Johnson, 82,831, Mr. Quincey, 19,141 and Mr. Smith, 90,618.
(2)The amounts in this column represent charitable contributions made in 2021 under our Pfizer Foundation Matching Gift Program. 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.
Pfizer
2022 PROXY STATEMENT
29


Securities Ownership
The table below shows the number of shares of our common stock beneficially owned (as of the close of business on January 31, 2022) by each of our Directors and each NEO, as well as the number of shares beneficially owned by all of our current Directors and executive officers as a group. Together, these individuals beneficially own less than one percent (1%) of our common stock outstanding.
The table and footnotes also include information about Total Shareholder Return Units (TSRUs), Performance Total Shareholder Return Units (PTSRUs), stock units, Restricted Stock Units (RSUs) and deferred performance-related share awards credited to the accounts of our Directors and executive officers under various compensation and benefit plans. For additional information, see the "Compensation Discussion and Analysis" section later in this Proxy Statement.

Number of Shares or Units
Beneficial OwnersCommon Stock
(1)
Stock Units
Ronald E. Blaylock13,000
(2)
36,874
(4)
Albert Bourla, DVM, Ph.D.127,352
(3)
469,644
(5)
Frank A. D’Amelio483,188
(5)
Susan Desmond-Hellmann, M.D., M.P.H.3,408
(2)
10,890
(4)
Mikael Dolsten, M.D., Ph.D.82,717
(3)
331,288
(5)
Joseph J. Echevarria76,398
(4)
Scott Gottlieb, M.D.4,00015,268
(4)
Helen H. Hobbs, M.D.86,415
(4)
Susan Hockfield, Ph.D.11,902
(4)
Angela Hwang36,343
(2) (3)
37,353
(5)
Douglas M. Lankler67,996
(3)
27,860
(5)
Dan R. Littman, M.D., Ph.D.29,292
(4)
Shantanu Narayen102,216
(4)
Suzanne Nora Johnson10,00082,831
(4)
James Quincey19,141
(4)
James C. Smith3,542
(2)
90,618
(4)
John D. Young*305,223
(3)
105,550
(5)
All Directors and Executive Officers as a Group (23)1,374,5651,726,080
* Mr. Young ceased serving as an executive officer on December 15, 2021.
(1)Individuals beneficially own less than one percent (1%) of our common stock outstanding.
(2)Includes the following shares held in the names of family members or trust: Mr. Blaylock, 4,500; Dr. Desmond-Hellmann, 3,408; Ms. Hwang, 8,532; and Mr. Smith, 1,542 shares. Mr. Blaylock, Ms. Hwang and Mr. Smith disclaim beneficial ownership of such shares.
(3)Includes shares credited under the Pfizer Savings Plan and/or deferred shares relating to previously vested awards under Pfizer’s share award programs. Also includes 1,634 shares in the Pfizer Share Ownership Plan for Mr. Young.
(4)Represents units (each equivalent to a share of Pfizer common stock) under our Director compensation program (see "Non-Employee Director Compensation" above).
(5)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 Pfizer Supplemental Savings Plan (PSSP) and/or the Pfizer Deferred Compensation Plan (DCP). The PSSP and the DCP are described later in this Proxy Statement. Also includes the following RSUs and stock units (each equivalent to a share of Pfizer common stock) as of January 31, 2022, which are unvested: Dr. Bourla, 123,961 PTSRUs; and Dr. Dolsten, 272,728 PTSRUs. This column does not include the following stock appreciation rights in the form of TSRUs as of January 31, 2022: Dr. Bourla, 3,496,014; Mr. D’Amelio, 2,076,152 of which 280,949 settled in February 2022; Dr. Dolsten, 1,355,550; Ms. Hwang, 1,037,737, of which 34,075 settled in February 2022; Mr. Lankler, 1,262,005, of which 193,051 settled in February 2022; and Mr. Young, 2,023,139, of which 280,949 settled in February 2022. The settlement amounts described in the previous sentence include dividend equivalents in the settlement calculations. See "Compensation Tables—2021 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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Pfizer
2022 PROXY STATEMENT

Securities Ownership Beneficial Owners
Beneficial Owners
The following table shows only persons or entities known by us to be a beneficial owner of more than 5% of our common stock:
Name and Address of Beneficial OwnerShares of Pfizer
Common Stock
Percent of Class
The Vanguard Group(1)
100 Vanguard Boulevard
Malvern, PA 19355
465,274,925
(1)
8.29%
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055
409,985,645
(2)
7.30%
State Street Corporation(3)
State Street Financial Center
One Lincoln Street
Boston, MA 02111
285,771,591
(3)
5.09%
(1)The information is based solely on a Schedule 13G/A filed by Vanguard on February 10, 2022 (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 8,870,191 shares, sole dispositive power with respect to 442,214,512 shares, and shared dispositive power with respect to 23,060,413 shares.
(2)The information is based solely on a Schedule 13G/A filed by BlackRock on February 1, 2022 (the BlackRock 13G/A). According to the BlackRock 13G/A, includes sole voting power with respect to 362,547,173 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 409,985,645 shares, and shared dispositive power with respect to 0 shares.
(3)The information is based solely on a Schedule 13G/A filed by State Street on February 14, 2022 (the State Street 13G/A). According to the State Street 13G/A, includes sole voting power with respect to 0 shares, shared voting power with respect to 210,988,137 shares, sole dispositive power with respect to 0 shares, and shared dispositive power with respect to 285,075,020 shares.
Pfizer
2022 PROXY STATEMENT
31


Item 2 – Ratification of Selection of Independent Registered Public Accounting Firm
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm (the firm). The Committee conducts a comprehensive annual evaluation of the firm’s qualifications, performance and independence. It considers whether the firm should be rotated and considers the advisability and potential impact of selecting a different firm. In evaluating and selecting the company’s firm, the Committee considers, among other things, historical and recent performance of the current firm, an analysis of known significant legal or regulatory proceedings related to the firm, external data on audit quality and performance, including recent Public Company Accounting Oversight Board (PCAOB) reports, industry experience, audit fee revenues, firm capabilities and audit approach, and the independence and tenure of the firm. The Committee also periodically evaluates the firm's commitment to diversity and inclusion, as well as how its values align with Pfizer’s values — courage, excellence, equity, and joy.
The Audit Committee selected, and the Board of Directors ratified the selection of, KPMG LLP (KPMG) as our firm for 2022. We have not been able to determine the specific year that KPMG or its predecessor firms began serving as our auditor; however, we are aware that KPMG or its predecessor firms have served as our auditor since at least 1942.
In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to our company. For lead and concurring review partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the lead audit partner under this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management.
The Audit Committee and the Board of Directors determined that the continued retention of KPMG as our firm is in the best interest of Pfizer and our shareholders, and we are asking our shareholders to ratify the selection of KPMG as our firm for 2022. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification because we value our shareholders’ views on our firm and as a matter of good corporate practice. In the event that our shareholders fail to ratify the selection, it will be considered a recommendation to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different firm at any time during the year if it determines that such a change would be in the best interests of Pfizer and our shareholders.
Representatives of KPMG will attend the Annual Meeting to answer questions and will have the opportunity to make a statement if they desire to do so.
 
Vote
ü
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.
 


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Pfizer
2022 PROXY STATEMENT

Item 2 – Ratification of Selection of Independent Registered Public Accounting Firm Audit and Non-Audit Fees
Audit and Non-Audit Fees
The following reflects KPMG fees for the audit of our financial statements for the years ended December 31, 2021 and 2020, and fees billed for other services rendered by KPMG during those periods.
20212020
Audit fees(1)
$29,606,000$28,999,000
Audit-related fees(2)
920,0001,006,000
Tax fees(3)
2,712,0002,811,000
All other fees(4)
--
Total$33,238,000$32,816,000
(1)Principally for audit work performed on the consolidated financial statements and internal control over financial reporting, as well as statutory audits. The increase in audit fees in 2021 was primarily due to strategic initiatives.
(2)Principally related to audits of employee benefit plans.
(3)Principally for services related to tax compliance and reporting and analysis services.
(4)KPMG did not provide any "other services" during the period.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
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 firm. In recognition of this responsibility, the Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the firm.
Prior to engagement of the 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 the following categories of services:
ServicesDescription
Audit services
These services include audit work performed on the financial statements (including financial statements prepared in connection with strategic transactions) and internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and/or reporting standards.
Audit-related services
These services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
Tax services
These include all services, except those services specifically related to the audit of the financial statements that are included in the first category, performed by the independent registered public accounting firm’s tax personnel, including tax analysis; assisting with coordination of execution of tax-related activities, primarily in the area of corporate development; supporting other tax-related regulatory requirements; and tax compliance and reporting.
All other services
These are services not captured in the audit, audit-related or tax categories. Pfizer generally does not request such services from the firm.
Prior to engagement, the Audit Committee pre-approves services within each category, and the fees for each category are budgeted. The Committee requires the firm and management to report actual versus budgeted fees periodically by category of service. During the year, circumstances may arise when it may become necessary to engage the firm for additional services not contemplated in the original pre-approval. In those instances, the Committee requires specific pre-approval before engaging the firm.
The Committee may delegate pre-approval authority to one or more of its members who must report, for informational purposes only, any pre-approval decisions to the Committee at its next scheduled meeting.

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2022 PROXY STATEMENT
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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 (the firm) regarding the fair and complete presentation of Pfizer’s results and the assessment of Pfizer’s internal control over financial reporting. We discussed significant accounting policies applied in Pfizer’s financial statements, as well as, when applicable, alternative accounting treatments, and critical audit matters addressed during the audit. Management represented to the Committee that the consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Committee reviewed and discussed the consolidated financial statements with management and the firm. The Committee discussed with the firm matters required to be discussed under applicable Public Company Accounting Oversight Board (PCAOB) and U.S. Securities and Exchange Commission standards.
In addition, the Committee reviewed and discussed with the firm its independence from Pfizer and its management. As part of that review, we received the written disclosures and the letter required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence, and the Committee discussed the firm’s independence from Pfizer.
We also considered whether the firm’s provision of non-audit services to Pfizer is compatible with the auditor’s independence. The Committee concluded that the firm is independent from Pfizer and its management.
As part of our responsibilities for oversight of Pfizer’s Enterprise Risk Management program, we reviewed and discussed company practices with respect to risk assessment and risk management, including discussions of individual risk areas, as well as an annual summary of the overall program.
The Committee discussed with Pfizer’s Internal Audit Department and the firm the overall scope of and plans for their respective audits. The Committee meets with the Chief Internal Auditor, Chief Compliance, Quality and Risk Officer and representatives of the firm, in regular and executive sessions, to discuss the results of their examinations, the evaluations of Pfizer’s internal controls, and the overall quality of Pfizer’s financial reporting and compliance programs.
In reliance on the reviews and discussions referred to above, the Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in Pfizer’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the U.S. Securities and Exchange Commission. The Committee has selected, and the Board of Directors has ratified, the selection of the firm for 2022.
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 – 2022 Advisory Approval of
Executive Compensation
Our executive compensation program aligns interests of participants, including key executives, with the long-term interests of our shareholders; attracts, retains and motivates participants, including key executives, to drive our business and financial performance; and links a significant portion of the individual's executive compensation to the achievement of pre-established performance metrics directly tied to our business goals and strategies.
The Compensation Committee believes that Pfizer’s pay-for-performance executive compensation program is consistent with the goals of its executive compensation philosophy to drive performance and increase shareholder value. This philosophy is intended to align each executive’s compensation with Pfizer’s short- and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives crucial to our long-term success.
In accordance with this philosophy, our executive compensation program delivers a significant portion of the total compensation opportunity for each of our executives (including the Named Executive Officers, or NEOs) as long-term compensation directly tied to Pfizer’s total shareholder return and other performance factors that measure our progress against our strategic goals and operating plans, as well as individual performance. Additionally, in setting target levels of compensation and the value and level of award opportunities, the Compensation Committee considers the median compensation values of our Pharmaceutical Peer and General Industry Comparator Groups.
2021 Advisory Vote on Executive Compensation
Our executive compensation program received significant shareholder support and was approved, on an advisory basis, by 92.8% of the votes cast at the 2021 Annual Meeting. Our Compensation Committee and the other members of our Board believe that this level of approval of our executive compensation program indicates our shareholders’ strong support of our compensation philosophy and goals. The consistent high level of support from our shareholders over the past several years is indicative of our Compensation Committee’s commitment to compensating our executives in a manner that effectively links pay and performance. We believe it is also reflective of market best practices, strong shareholder engagement and continuously striving to enhance our programs by ensuring they align with our evolving strategic priorities, market trends and reflect feedback received from our shareholders.
2021 Pay-for-Performance
From both a financial and worldwide patient impact perspective, 2021 was a significant year for Pfizer. More than three billion doses of the Pfizer-BioNTech COVID-19 Vaccine were produced in 2021. In addition, we received U.S. FDA EUA for the first COVID-19 oral treatment, Paxlovid, to treat mild-to-moderate COVID-19 in patients 12 years of age and older, weighing at least 40 kg ([88 lbs]), with positive results of direct SARS-CoV-2 viral testing, who are at high risk for progression to severe COVID-19, including hospitalization or death, all while continuing our journey to become a more patient-focused company and delivering first-in-class science for the benefit of all stakeholders. The Committee believes that the compensation of our NEOs for 2021 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 our executive compensation program in connection with our 2021 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
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Item 3 – 2022 Advisory Approval of Executive Compensation 2022 Advisory Vote on Executive Compensation
2022 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" (or abstaining from voting on) the following resolution:
"RESOLVED, that the shareholders of Pfizer Inc. approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement.
Although the advisory vote is non-binding, the Board values shareholders’ opinions and our Compensation Committee will review the results of the vote and 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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2022 PROXY STATEMENT


Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of Pfizer’s 2022 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 2022 Proxy Statement.
The Compensation Committee
James C. Smith, Chair
Ronald E. Blaylock
James Quincey

Pfizer
2022 PROXY STATEMENT
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Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) describes Pfizer’s executive compensation program for 2021 and certain elements of our 2022 program. It explains how the Compensation Committee of the Board (the Committee) made 2021 performance year compensation decisions for our executives, including the following Named Executive Officers (NEOs).
Albert Bourla, DVM, Ph.D. -- Chairman and Chief Executive Officer (CEO)
Frank A. D’Amelio -- Chief Financial Officer (CFO), Executive Vice President (EVP), Global Supply(1)
Mikael Dolsten, M.D., Ph.D. -- Chief Scientific Officer, President, Worldwide Research, Development and Medical (WRDM)
Angela Hwang -- Group President, Pfizer Biopharmaceuticals Group
Douglas M. Lankler -- General Counsel, Executive Vice President (EVP)
John D. Young -- Former Group President, Chief Business Officer(2)
(1) Effective January 1, 2022, Mr. D’Amelio’s title became Chief Financial Officer, Executive Vice President.
(2) Mr. Young ceased serving as an executive officer on December 15, 2021.
Table of Contents
  
Executive Summary
Compensation Philosophy and NEO Pay Mix
Summary of Committee Actions
Advisory Vote on Executive Compensation and Shareholder Outreach Program
Executive Compensation Program Summary
Descriptions of each element of our NEO Pay Mix — Salary, Bonus and Long-Term Incentive Program — with specific details about each element
2022 Compensation Actions
Overview of the Role of the Compensation Committee and its Independent Compensation Consultant
How We Establish Targets
Linking Pay and Performance
Summary of the NEOs' Performance

Summary of Benefit Programs
Summary of Other Compensation Programs and Policies
Compensation Tables
CEO Pay Ratio
Reconciliation of Generally Accepted Accounting Principles (GAAP) to Non-GAAP Financial Measures

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Executive Compensation Executive Summary
Executive Summary
Pfizer's Executive Compensation: Pay-For-Performance Philosophy
The goals of our executive compensation program are to attract and retain highly qualified executives and provide them with incentives to advance the interests of our shareholders by driving our business and financial performance. In determining 2021 performance year NEO compensation, the 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. (See "2021 Milestones" and "Our Business and Strategy" earlier in this Proxy Statement.)
OUR PHILOSOPHY
Aligns each executive’s compensation with Pfizer’s short- and long-term performance and provides the compensation and incentives needed to attract, motivate and retain key executives crucial to Pfizer’s long-term success; 
Delivers a significant portion of the total compensation opportunity for each of our executives (including the NEOs) as long-term incentives that are directly aligned with shareholders' interests and tied to Pfizer's absolute and relative total shareholder return (TSR) and to other performance factors that measure our progress against the goals of our strategic and operating plans; and
Benchmarks compensation against that of our Pharmaceutical Peer and General Industry Comparator Groups with consideration of company market capitalization and complexity -- as indicated by revenues, range of products, international operations and other factors -- to set target levels of compensation and determine the value and level of award opportunities. 
2021 NEO Pay Mix
Pfizer’s executive compensation program is designed to strengthen the link between pay and performance by having, a significant amount of executive compensation tied to the achievement of pre-established performance metrics directly related to our business goals and strategies. Using year-end salary and target short- and long-term incentive awards, our pay mix is as follows:
CEO - 2021 Target Total Direct Compensation Other Active NEOs - 2021 Target Total Direct Compensation (Average)
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Additionally, the Committee believes that our stock ownership guidelines promote alignment of interest with shareholders, which is illustrated in the requirement that the CEO own Pfizer stock with a value equal to at least six times his base salary and each other NEO own stock with a value equal to at least four times their respective base salary. These guidelines include progressive steps to reach these ownership levels within five years (see "Stock Ownership and Holding Requirements" later in this Proxy Statement).


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Executive Compensation Executive Summary
2021/2022 Key Committee Actions
Based on the Committee's annual review and in response to evolving business needs, market best practices, and shareholder outreach and feedback, the Committee took the following actions in 2021 and early 2022 to enhance our executive compensation program:
Environmental, Social and Governance (ESG) Scorecard integrated into the Annual Short-Term Incentive Plan (Global Performance Plan (GPP) or Bonus Plan or bonus)
Effective for the 2022 performance year, the Committee will use Pfizer's ESG Scorecard in addition to the annual financial and pipeline goals to determine the funding of the short-term incentive plan.
Integrating the ESG Scorecard into the funding process ensures we are focusing executives on ESG factors and incentivizing performance against relevant metrics. The specific ESG metrics include: (1) Percentage of Vice President and higher roles held by women (globally), (2) Percentage of Vice President and higher roles held by minorities (U.S.) and (3) Greenhouse Gas Emissions. The Committee considers these metrics to be some of the key drivers to the company's continued success and they will contribute to long-term value creation.
Bonus Target Calculation for Executives in the Annual Short-Term Incentive Plan
Effective for the 2022 performance year, the Committee aligned our bonus target methodology for all bonus participants. Annual bonus target amounts will be calculated as a percent of salary earned during the year to increase differentiation for high individual performers.
Previously, our executive officers and approximately 140 other executives had their bonus target amounts calculated as a percentage of the salary midpoint for their salary grade.
Individual Bonus Cap Change in the Annual Short-Term Incentive Plan
Effective with the 2021 performance year bonus, to strengthen the alignment between pay and performance and to provide for greater ability to differentiate based on performance, the Committee approved increasing the maximum potential individual (including executive officers) annual bonus to 250% of target from 200%.
No change to the bonus pool funding maximum, which remains capped at 200%.
Stock Ownership Guideline Requirement
Effective for 2022, to further strengthen the alignment between our CEO and shareholders and consistent with best practice, the Committee increased the share ownership requirement for the CEO to at least eight times (from six times) his base salary.


Compensation Practices
COMPENSATION RISK ASSESSMENT
As part of our compensation program, we conduct an annual comprehensive assessment of the potential compensation-related risks to Pfizer of the following compensation programs:
Executive Compensation Program. The Committee's independent advisor conducts a risk assessment of the executive compensation program at the direction of, and subject to review by, the Committee. It focuses on (1) ensuring an appropriate balance in our program structure to mitigate compensation-related risk using an appropriate mix of cash versus stock, short-term versus long-term measurements and financial versus non-financial goals; and (2) best-practice policies to mitigate compensation-related risk including recoupment provisions covering clawbacks and forfeitures, stock ownership guidelines, equity administration rules, and insider-trading and hedging/pledging prohibitions.
Global Compensation Program. An assessment of our global sales-incentive and commission plans is conducted annually by management and reviewed by the Committee and its independent advisor. The assessment takes into consideration the plan metrics, plan participation rates, recovery/clawback provisions and other risk-mitigation factors, as well as the maximum potential payouts.
Based on the Committee's independent advisor's assessment, the Committee does not believe that the compensation programs create risks that are reasonably likely to have a material adverse effect on our business.





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Pfizer
2022 PROXY STATEMENT

Executive Compensation Executive Summary
LEADING COMPENSATION PRACTICES
What We DoWhat We Do Not Do
ü Risk Mitigation
ü Compensation Recovery/Clawback
ü Stock Ownership Requirements
ü Minimum Vesting Period on Long-Term Incentives
ü Utilize 100% Performance-Based Annual Long-Term Incentives
ü Multiple Metrics across Short-Term and Long-Term Incentive Programs
ü Integrated ESG Metrics into the Funding of the Short-Term Incentive Plan (starting 2022)
ü Robust Investor Outreach
ü Independent Compensation Consultant
û Hedging or Pledging of Pfizer Stock
û Employment Agreements
û Change in Control Agreements
û Repricing of outstanding Long-Term Incentives
û "Gross-Ups" For Excise Taxes or Perquisites

Advisory Vote on Executive Compensation and Shareholder Outreach Program
We are committed to open and continued communications with our shareholders and have a robust outreach program. Our executive compensation program has received strong shareholder support over the past ten years approximating on average 94.6% of the votes cast. At the 2021 and 2020 Annual Meetings, it received support of 92.8% and 95.0% of the votes cast, respectively. See "Shareholder Outreach" for more information.
Our Committee and the other members of our Board view this consistent high level of support as indicative of our commitment to effectively link pay and performance. The feedback we received during our shareholder outreach, as well as our shareholders’ votes, reflects strong support for our executive compensation program, pay-for-performance compensation philosophy and goals, market best practices and focus on shareholders’ interests.
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Executive Compensation Executive Summary
2021 Executive Compensation Program Summary
ElementType/FormPerformance MeasuresTermsObjectives
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Cash
Fixed cash compensation; reviewed annually and adjusted, as appropriate
A fixed amount of compensation for performing day-to-day responsibilities. It is set based on market data, job scope, responsibilities and experience. Generally reviewed annually for a potential increase based on a number of factors, including market levels, performance and compensation practices that are equitable within the organization.
Provides competitive level of fixed compensation that helps attract and retain high-performing executive talent.
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Cash
Funded based on Pfizer’s performance and weighted as follows:
Aggregate pool is funded based on both the performance against Pfizer’s annual financial goals and achievement of pre-set pipeline goals. Individual awards are based on operating unit/function and individual performance measured over the performance year.
Provides incentive to executives for achieving short-term results that create sustained future growth and long-term shareholder value.
Metrics
Total Revenue
(40%)
A leading indicator of performance and value creation; provides a clear focus on growth; an important measure in our industry; understandable with a clear line of sight and employee impact.
Adjusted Diluted EPS (40%)
A measure of income that provides focus on profitable growth and expense control; viewed as a strong indicator of sustained performance over the long term; understandable with a clear line of sight and employee impact.
Cash Flow from Operations
(20%)
A measure that provides focus on generating cash in the short-term to fund operations and research and to return funds to shareholders in the form of dividends and share repurchases; focuses managers on expense control and on improving working capital; a strong link to long-term shareholder value creation.
Up to +/- 25% Pipeline Achievement Factor
To recognize the progress and delivery of the R&D pipeline in all development phases, helping to ensure that the organization focuses on the entire Pfizer product portfolio.
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5- and
7-Year Total
Shareholder
Return Units
(TSRUs)
Represents 25% (each) of total annual grant value (50% in total)
Absolute TSR
5- and 7-Year TSRUs generally vest three years from the grant date and are settled on the fifth or seventh anniversary of the grant date, respectively.
The value earned is equal to the difference between the Settlement Price (the 20-day average of the closing prices of Pfizer common stock ending on the settlement date) and the Grant Price (the closing stock price on the date of grant), plus the value of dividend equivalents accumulated over the term. This value, if any, is converted into shares by dividing it by the settlement price; no value is received if the TSR is negative.
Provides direct alignment with shareholders as awards are tied to absolute TSR.
Performance
Share Awards
(PSAs)
Represents 50% of total annual grant value
Adjusted Net Income (NI)* and relative TSR
PSAs have a three-year performance period starting on January 1st of the year of grant and generally vest on the third anniversary of the grant with value delivered, if any, based on performance.
Paid based on the company’s performance against a combination of an adjusted net income* goal, set annually, using three one-year periods (0% to 150% of target) and relative TSR, as compared to the NYSE Arca Pharmaceutical Index (DRG Index or DRG), over a three-year period. The maximum payout is 200% of target but is capped at target if the TSR for the performance period is negative.
Dividend equivalents are applied to the number of shares actually earned under the award.
Earned PSAs and dividend equivalents are paid in cash to active colleagues and in shares to former colleagues.
Provides alignment with shareholders by aligning compensation to operational goals and relative TSR over a three-year performance period.
*Adjusted Net Income, as the PSA performance measure, is defined as U.S. GAAP Net Income excluding purchase accounting for acquisitions, acquisition-related items, 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.
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Executive Compensation Executive Summary
2021 Executive Compensation Program Summary (cont’d)
ElementPlan/ProgramTermsObjectives
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Pension Plan**
Provides retirement income for eligible participants based on years of service and final average earnings; frozen as of December 31, 2017.
Provides retirement income based on tenure and compensation, up to Internal Revenue Code (IRC) limits.
Supplemental Pension Plan**
Provides retirement income relating to compensation in excess of the IRC limitations under the same formula as the qualified pension plan noted above.
Provides retirement income based on tenure and compensation in excess of IRC limits.
Savings Plan
A qualified 401(k) savings plan that provides participants with the opportunity to defer a portion of their eligible pay up to the IRC limitations (on a pre-, after-tax or Roth basis) and receive a company matching contribution (i.e., defer 6.0% to receive a 4.5% matching contribution). In addition, since 2018, all participants receive an age- and service-weighted company-provided Retirement Savings Contribution (RSC) (5% to 9% of eligible pay).
Provides retirement benefits through 401(k) elective deferrals, company matching contributions and RSC, up to IRC limits.
Supplemental Savings Plan
Provides pre-tax savings opportunity relating to eligible compensation in excess of the IRC limitations under the same formulas/features (matching contributions and RSC) as the qualified savings plan noted above.
Allows for deferrals, company matching contributions and RSC in excess of IRC limits.
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Perquisites
Certain other benefits provided to executives by the company consisting of limited reimbursement for personal financial planning services, home security and additional security, as deemed necessary, as well as certain personal travel benefits for the CEO and other NEOs (including other Executive Leadership Team (ELT) members).
Provides additional benefits consistent with competitive practices and safety concerns; increases efficiencies and allows more productive use of NEOs’ time, and therefore, greater focus on Pfizer-related activities.
**    Plans were closed to new participants effective January 1, 2011 and benefits were frozen on December 31, 2017 for all participants.
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Executive Compensation SECTION 1 – Elements of Our Executive Compensation Program
SECTION 1 – Elements of Our Executive Compensation Program
2021 Salaries
The table below shows the annual salaries for our NEOs set by the Committee, which are based on its review of competitive market practices and individual performance:
Salary*
April 1, 2020April 1, 2021
Name$$Increase (%)
A. Bourla1,650,0001,700,0003.0
F. D’Amelio1,545,0001,580,0002.3
M. Dolsten1,445,0001,490,0003.1
A. Hwang1,190,0001,230,0003.4
D. Lankler1,080,0001,110,0002.8
J. Young1,295,0001,332,0002.9

* Salary is generally approved at the Committee's February meeting of the respective year.
2021 Annual Incentive Award / Global Performance Plan (GPP)
The Committee determined the funding of the annual incentive plan tied to the company’s performance against three pre-set weighted financial goals based on Pfizer’s annual operating plan, its achievement of pre-set pipeline goals related to sustained portfolio delivery and consideration of other qualitative factors. Achievement versus our financial goals is measured using the same key operating assumptions as those in our annual budget.(1)
DETERMINING ANNUAL INCENTIVE POOL
The Committee has determined that its evaluation process (illustrated below) provides the appropriate limited flexibility to determine the final GPP pool funding based upon a holistic review of Pfizer’s overall performance with a strong focus on financial and pipeline performance. Upon completion of its review, the Committee approves the GPP pool funding.
GPP POOL FUNDING PROCESS
Financial Goals: Committee determined the funding level of the plan using a performance matrix with three financial goals
Pipeline Modifier and Other Qualitative Factors: Committee considered these factors as modifiers to the calculated funding level using the financial goals
Final Funding:
200%
For 2021, the CEO allocated the
same funding to each
operating unit/function.
40%
Total Revenue
Up to +/- 25 Percentage Points (PP)
for Pipeline
Achievements
Adjust +/- depending on the
Committee's evaluation
of Other Qualitative Factors
40%
Adjusted Diluted EPS
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Leaders directed to
significantly differentiate pay to be more
closely aligned with
individual performance and
contributions.
20%
Cash Flow from Ops
graphic_planfunding-01.jpg
(1)Includes budgeted foreign exchange rates, business development activity (e.g., acquisitions or divestitures), planned increases in the pricing of our medicines, planned capital allocation activities, such as share repurchases and dividend payments (share repurchases in excess of budgeted amounts are removed from the calculation of the financial results for GPP purposes), or other operational factors (e.g., losses of exclusivity), as well as certain other qualitative criteria. Normal, ongoing defense costs of the company or settlements of and accruals for legal matters made in the normal course of our business would be included in the calculation.
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Executive Compensation SECTION 1 – Elements of Our Executive Compensation Program
The Committee evaluates the selected financial metrics, pipeline modifier and other qualitative factors annually considering the following:
ü  Consistency with best practices in our industry
ü  Support of the annual operating plan, reinforcement of Pfizer’s portfolio strategy, promotion of decisions and behaviors aligned with maximizing near-term business results while supporting the achievement of the company's long-term goals— while not encouraging unnecessary or excessive risk-taking
ü  R&D modifiers measuring achievement on key pipeline goals which have the potential to drive long-term shareholder value
FINANCIAL RESULTS FOR ANNUAL INCENTIVE PURPOSES
In the first quarter of 2021, the Committee set the target goals for annual incentive purposes and adopted a matrix to use in applying the pipeline achievement factor. It continued to take a rigorous, holistic approach designed to ensure that goals set in our incentive programs drive strong performance without encouraging unnecessary or excessive risk-taking. Given how certain factors can change in any given period, the Committee believes that in its determination of whether goals are challenging and rigorous, it should consider all relevant factors and not merely a year-over-year comparison. The financial metrics were set utilizing a budgeting approach that considered prior year’s performance, expected growth, the impact of business development activity, impact of losses of exclusivity and fluctuations in foreign exchange rates. The Committee then determined that a sufficient degree of stretch existed in the targets (see "Determining Annual Incentive Pool" for additional information).
These financial results are different than our results under GAAP. See "Financial Measures" for a comparison of U.S. GAAP numbers to these objectives for annual incentive purposes.
2021 FINANCIAL OBJECTIVES (FOR ANNUAL INCENTIVE PURPOSES)
The following table outlines a comparison of 2020 Results with 2021 Threshold, Target and Results.
WeightingFinancial Objectives
(For Annual Incentive Purposes)
2020 Results(1)
($)
    
2021 Threshold(2)
($)
2021 Target(2)
($)
2021 Results(2)
($)
40%
Total Revenue(3)
50.0 billion56.4 billion60.3 billion81.2 billion
40%
Adjusted Diluted EPS(4)
2.972.923.144.43
20%
Cash Flow from Operations(5)
14.5 billion10.1 billion13.6 billion32.6 billion
(1)The 2020 amounts are adjusted to reflect the financial results of Upjohn Business, Pfizer’s former global, primarily off-patent branded and generics business, (Upjohn) and Meridian Medical Technologies, Inc. (Meridian Medical).
(2)2021 Threshold, Target, and Results for Annual Incentive Purposes presented on a consistent basis including Meridian Medical results.
(3)Total Revenue for annual incentive purposes is based on budgeted foreign exchange (FX) rates assumed in each respective year and excludes certain non-recurring items. Therefore, 2021 and 2020 results differ from U.S. GAAP revenues of $81.3 billion and $41.6 billion, respectively.
(4)Adjusted Diluted EPS for annual incentive purposes is based on budgeted FX rates assumed in each year and excludes certain non-recurring items. See "Financial Measures" for a comparison of U.S. GAAP diluted EPS and non-GAAP Adjusted Diluted EPS for annual incentive purposes. See "Non-GAAP Financial Measure (Adjusted Income) – Certain Significant Items" in Management's Discussion and Analysis in the 2021 Annual Report on Form 10-K for information about significant substantive and/or unusual items that are evaluated on an individual basis.
(5)2020 Results exclude certain discretionary timing items for compensation purposes (non-GAAP amounts).
NOTE: See "Financial Measures" for a comparison of 2021 and 2020 U.S. GAAP revenues and U.S. GAAP diluted EPS and non-GAAP total revenue and non-GAAP Adjusted Diluted EPS for annual incentive purposes, respectively. Adjusted Diluted EPS is defined as U.S. GAAP Diluted EPS excluding purchase accounting for acquisitions, acquisition-related items, discontinued operations and certain significant items. Non-GAAP total revenue and non-GAAP Adjusted Diluted EPS for annual incentive purposes are not, and should not, be viewed as substitutes for U.S. GAAP revenues and U.S. GAAP diluted EPS, respectively.
For more information on revenues, see "Revenues — Overview" in Management's Discussion and Analysis in the 2021 Annual Report on Form 10-K.
PIPELINE ACHIEVEMENT FACTOR
Annually, the Committee establishes the pipeline achievement goals in collaboration with the Science and Technology (S&T) Committee of the Board based on the work of the Portfolio Strategy and Investment (PSI) Committee, which is a committee composed of members of senior management that governs major pipeline investment and strategic R&D priorities. The established pipeline goals are set at levels that the Committee believes require exceptional performance and execution to achieve without encouraging unnecessary or excessive risk-taking. The pipeline goals align with the company’s end-to-end pipeline development and reinforce Pfizer’s portfolio strategy and culture. The S&T and PSI Committees review and validate the achievements and provide the Committee with a scoring recommendation based on the performance against each pre-set goal. Based on performance against the metrics, the Committee then evaluates the pipeline performance holistically. The assessment not only accounts for organic growth, but also other factors, such as acquired assets, recent product approvals and the nature of the pipeline. Based on the Compensation Committee's overall pipeline performance assessment, the Committee approves a rating and the final pipeline achievement factor (if any).
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Executive Compensation SECTION 1 – Elements of Our Executive Compensation Program
PIPELINE ACHIEVEMENT FACTOR RANGE
pipeline_achievementxfactor.jpg
The Committee recognized that 2021 was a record breaking year as pipeline progress overall was strong, with the most noteworthy achievement being U.S. FDA emergency use authorization (EUA) of the COVID-19 mRNA vaccine for the pediatric and adolescent populations (ages 5-15 years) and Paxlovid, the first oral treatment for COVID-19.

Given the company's exceptional financial performance in 2021, the Committee funded the short-term incentive at the maximum level (200%). Therefore, despite the exceptional performance on the pipeline, which would have generated a positive pipeline adjustment factor, no pipeline adjustment factor was applied as the funding level is capped at 200%.
2021 ANNUAL INCENTIVE AWARDS
Pfizer had an exceptional year measured by both financial performance and our impact on the health of patients around the world. Financial performance exceeded target for each of the three financial metrics, and we made outstanding progress on the product pipeline. The Committee recognized the performance in 2021 and approved an overall funding of 200%. Additionally, to strengthen alignment between pay and performance, to significantly differentiate annual incentive awards and to recognize outstanding performance, the Committee approved increasing the maximum potential individual bonus to 250% of target (from 200%). However, the overall bonus pool funding remains subject to a cap of 200% of target.
In February 2022, the Committee determined the annual incentive awards for the NEOs for 2021 performance, considering the following:
Dr. Bourla’s performance as Chairman and CEO, with input from the other independent Directors and advice from the Committee’s independent compensation consultant.
After its review of Dr. Bourla's performance, the Committee approved a maximum award (rounded) to reflect his exceptional performance and leadership in 2021 (see "2021 NEO Performance Summaries" later in this Proxy Statement).
Dr. Bourla submitted 2021 annual incentive award recommendations to the Committee for each of the other NEOs, as well as the other ELT members, based on his evaluation of their individual performance and the performance of their respective operating unit/function.
The Committee, with input from the other independent Directors and the Committee’s independent compensation consultant, reviewed these recommendations and considered the evaluation of each executive’s performance and his or her relative contribution to Pfizer’s overall performance, to determine the amounts awarded.
The independent Directors reviewed and ratified the 2021 annual incentive awards for the CEO and other NEOs, as well as the other ELT members, as approved by the Committee.
Annual incentive award targets and payout ranges for 2021, as well as the actual annual incentive award for each of the NEOs, are:
Name
2021 Salary Grade
Midpoint(1) ($)
Target Payout as a %
of Salary Midpoint
Target Award
($)
Maximum Award(2)
($)
Actual Award
($)
A. Bourla1,830,600175%3,203,5508,008,8758,000,000
F. D’Amelio1,300,000100%1,300,0003,250,0002,925,000
M. Dolsten1,300,000100%1,300,0003,250,0003,250,000
A. Hwang1,193,900100%1,193,9002,984,7502,984,700
D. Lankler1,082,40090%974,1602,435,4002,191,860
J. Young1,193,900100%1,193,9002,984,7502,387,800
(1)See "How We Establish Targets" for an explanation of how target annual incentive awards are determined.
(2)Maximum award is 250% of the respective individual's target award.
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Pfizer
2022 PROXY STATEMENT

Executive Compensation SECTION 1 – Elements of Our Executive Compensation Program
2021 Annual Long-Term Incentive Award Program
Pfizer’s annual long-term incentive compensation for our NEOs (and the other ELT members) is entirely in the form of performance-based equity-related awards using two vehicles that incentivize long-term value creation:

Type/Weighting5- and 7-Year Total Shareholder Return Units (TSRUs)
(25% each of value at grant)
Performance Share Awards (PSAs)
(50% of value at grant)
Program Design (metrics, vesting and objectives)
Deliver value based on long-term alignment with shareholders by linking rewards to absolute TSR over a five- or seven-year period. Vesting on the third anniversary of grant; settled on fifth or seventh anniversary of grant
Aligns rewards to both a strategic financial performance metric, NI(1), over three one-year periods and relative TSR(2) performance as compared to the DRG Index over a three-year period. Vesting on the third anniversary of grant
Value Delivered
Difference between the Settlement Price(2) and the Grant Price (both as described in the "Executive Summary" section of this Proxy Statement), plus dividend equivalents accumulated during the term
Amount earned based on performance (payout range is 0% to 200% of target award value) plus dividend equivalents
Formula
(# of TSRUs granted
 × [Settlement Price(2) - Grant Price
 + Dividend Equivalents])
  / Settlement Price(2)
Average of the three annual NI(1) Performance Factors %
 + 1.5 × the first 20 percentage point differential between Pfizer’s TSR % and DRG Index TSR %(3)
 + 2.0 × the differential over 20 percentage points(3)
 = Shares delivered(4)
 = PSA percentage earned and delivered in cash(5)
(1)Adjusted Net Income, as the PSA performance measure, is defined as U.S. GAAP Net Income excluding purchase accounting for acquisitions, acquisition-related items, discontinued operations and certain significant items; and is adjusted to reflect budgeted FX rates for the year and further refined to exclude other unbudgeted or non-recurring items.
(2)20-day average of Pfizer’s closing stock prices ending on the settlement date of the TSRUs. For PSAs, the TSR is calculated based on average of 30 (trading) days immediately prior to start and end of each three-year performance period.
(3)Positive or negative adjustment.
(4)No value for TSRUs is received if TSR is negative.
(5)PSA payout is delivered in cash to active colleagues and in shares to former colleagues; payout is capped at target if TSR is negative.
2021 GRANT VALUE OF ANNUAL LONG-TERM INCENTIVE AWARDS
The 2021 grant value of each NEO’s regular annual long-term incentive award opportunity was set by the Committee based on competitive market data (targeted to approximate the market median), relative duties and responsibilities, the individual’s future advancement potential, the individual’s impact on Pfizer’s results, and for retention purposes.
These grant values, which differ from the accounting values shown in the "Summary Compensation Table," were as follows:
Name
5-Year TSRUs
Value(1) ($)
(25%)
7-Year TSRUs
Value(1) ($)
(25%)
PSAs
Value(1) ($)
(50%)
Total Grant
Value of
Annual LTI
Awards(2) ($)
A. Bourla3,500,0003,500,0007,000,00014,000,000
F. D’Amelio1,500,0001,500,0003,000,0006,000,000
M. Dolsten 1,500,0001,500,0003,000,0006,000,000
A. Hwang1,125,0001,125,0002,250,0004,500,000
D. Lankler875,000875,0001,750,0003,500,000
J. Young1,000,0001,000,0002,000,0004,000,000
(1)Consistent with historical practice, the grant value is converted into TSRUs and PSAs using the value/closing stock price on the first trading day of the week of grant. The actual value of the grant may differ due to the change in the value of the TSRUs/PSAs between the conversion date and the date of grant.
(2)The amounts shown represent the full value of the annual grant, which is different from the 2021 amount reported in the