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Proxy Statement Summary

Here are highlights of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.

Our Director Nominees

You are being asked to vote on the election of the following 12 Directors. All Directors are elected annually by the affirmative vote of a majority of votes cast. For detailed information about each Director's background, skill sets and areas of expertise, please see "Director Nominees" later in this Proxy Statement.

Review information about our directors and committees in our interactive Meet our Director Nominees format.

Board Composition

Our goal is to maintain a diverse Board representing a wide range of experience and perspectives. Below we highlight the composition of our Director nominees.

Corporate Governance Highlights

Pfizer is committed to exercising and maintaining strong corporate governance practices. We believe that good governance promotes the long-term interests of our shareholders, strengthens Board and management accountability and improves our standing as a trusted member of the communities we serve.

Shareholder Rights and Accountability
  • Annual election of all Directors
  • Majority voting for Directors
  • Shareholder ability to call Special Meetings (10% ownership threshold)
  • Proxy access rights to holders owning at least 3% of outstanding shares for 3 years
  • Robust shareholder engagement program
Board and Committee Oversight
  • Corporate strategy
  • Risk assessment and risk management
  • Corporate political expenditures and lobbying activities
  • Sustainability
Independence
  • 10 of our 12 Director nominees are independent
  • Our Chairman & Chief Executive Officer (CEO) and our Chief Operating Officer (COO) are the only non-independent Directors
  • All Board Committee members are independent
Lead Independent Director
  • Presides at regular executive sessions of independent Directors
  • Leads annual independent Director evaluation of Chairman & CEO
Board Practices
  • Annual Board and Committee self-evaluations
  • New Director orientation and continuing Director education on key topics and issues
  • Mandatory Retirement Policy at age 73, absent special circumstances
  • Code of Business Conduct and Ethics for Members of the Board of Directors
Pay for Performance
  • Executive compensation program strongly links pay and performance
  • Compensation Committee reviews the goal-setting processes so that targets are rigorous, yet attainable, thereby incentivizing performance
  • Significant percentage of total target compensation is “at-risk” through short- and long-term incentive awards
  • Compensation Committee structures our compensation program to align targets and goals with our overall business strategy and objectives
Robust Stock Ownership Requirements
  • CEO, Named Executive Officers (NEOs) and Directors are subject to robust Pfizer common stock ownership requirements:
    • CEO/Employee Directors: 6x base salary
    • Other NEOs: 4x base salary
    • Non-employee Directors: 5x annual cash retainer

2017 Shareholder Outreach

We believe that a robust shareholder outreach program is an essential component of maintaining our strong corporate governance practices. In our discussions with investors, we seek their input on a variety of corporate governance topics and other issues that may impact our business or reputation. We strive for a collaborative approach with investors to solicit and understand a variety of perspectives. During 2017, we solicited feedback from investors representing approximately 40% of our outstanding shares and engaged with over 30 global institutional investors representing nearly 30% of our outstanding shares. Such engagement included the participation of our Lead Independent Director when requested. Overall, investors’ sentiment was positive with respect to our Board of Directors, our corporate governance practices (including our robust shareholder engagement program) and our executive compensation program. This information was summarized and shared with the Board of Directors.

One area of particular focus during our engagements with investors was the right of our shareholders to call a special meeting. In part due to shareholder feedback we received, the Board took action in December 2017 to amend the company’s By-laws to reduce the percentage of outstanding stock required for shareholders to call a special meeting of shareholders from 20% to 10%.

For more information about our 2017 shareholder engagement program and the actions we took in response to shareholder feedback, see “Governance — Board Information — Corporate Governance Committee Report” and “Governance — Shareholder Outreach” later in this Proxy Statement.

Executive Compensation Highlights

Pfizer’s pay-for-performance compensation philosophy is set by the Compensation Committee of the Board. Our goal is to align each executive’s compensation with Pfizer’s short-term and long-term performance and provide the compensation and incentives needed to attract, motivate and retain key executives crucial to Pfizer’s long-term success.

To achieve these objectives:

  • We position total direct compensation and each compensation element at approximately the median of our Pharmaceutical Peer and General Industry Comparator companies.
  • We align annual short-term incentive awards with annual operating, financial and strategic objectives.
  • We align long-term incentive awards with the interests of our shareholders by delivering value based on operating results and absolute and relative shareholder return, encouraging stock ownership and promoting retention of key talent.
  • A significant portion of the total compensation opportunity for our executives is “at-risk” through both our short- and long-term incentive awards, the payout of which is directly related to the achievement of pre-established performance metrics directly tied to our business goals and strategies and, for long-term incentive awards, Pfizer’s total shareholder return (TSR).

2017 KEY ELEMENTS OF EXECUTIVE COMPENSATION

Direct compensation for our executives in 2017 consisted of the following key elements:

ElementType/DescriptionObjective
Salary (Cash) The fixed amount of compensation for performing day-to-day responsibilities is set based on market data, job scope and responsibilities, and experience Provides competitive level of fixed compensation that helps to attract and retain high-performing executive talent
Annual Short-
Term Incentive/
Global
Performance
Plan (GPP)

(Cash)
Our annual incentive plan pool is funded based on performance against Pfizer's short-term financial goals (revenue, adjusted diluted earnings per share (EPS) and cash flow from operations). Individual awards are based on business/operating unit and individual performance measured over the current year

Provides incentives for achieving short-term results that create sustained future growth
Annual Long-Term
Incentive
Compensation

(100% Performance-
Based Equity)
  • 5-Year Total Shareholder Return Units (TSRUs)
  • 7-Year Total Shareholder Return Units (TSRUs)
  • Performance Share Awards (PSAs)
TSRUs provide direct alignment with shareholders as awards are tied to absolute total shareholder return over a five- and seven-year period

PSAs align executive compensation to operational goals through performance against a combination of operating income* over three one-year periods and TSR relative to the NYSE ARCA Pharmaceutical Index (DRG Index) over a three-year performance period
* Operating income, as the PSA performance measure, is based on Pfizer’s Non-GAAP Adjusted Operating Income (as calculated using the “Reconciliation of GAAP Reported to Non-GAAP Adjusted Information — Certain Line Items” table in our 2017 Financial Report), adjusted to reflect budgeted foreign exchange rates for the year and further refined to exclude other unbudgeted or non-recurring items.

Element: Salary (Cash)

Type/Description:
The fixed amount of compensation for performing day-to-day responsibilities is set based on market data, job scope and responsibilities, and experience.

Objective:
Provides competitive level of fixed compensation that helps to attract and retain high-performing executive talent
Element: Annual Short-Term Incentive/Global Performance Plan (GPP) (Cash)

Type/Description:
Our annual incentive plan pool is funded based on performance against Pfizer's short-term financial goals (revenue, adjusted diluted earnings per share (EPS) and cash flow from operations). Individual awards are based on business/operating unit and individual performance measured over the current year



Objective:
Provides incentives for achieving short-term results that create sustained future growth
Element: Annual Long-Term Incentive Compensation (100% Performance-Based Equity)

Type/Description:
  • 5-Year Total Shareholder Return Units (TSRUs)
  • 7-Year Total Shareholder Return Units (TSRUs)
  • Performance Share Awards (PSAs)


Objective:
TSRUs provide direct alignment with shareholders as awards are tied to absolute total shareholder return over a five- and seven-year period

PSAs align executive compensation to operational goals through performance against a combination of operating income* over three one-year periods and TSR relative to the NYSE ARCA Pharmaceutical Index (DRG Index) over a three-year performance period

* Operating income, as the PSA performance measure, is based on Pfizer’s Non-GAAP Adjusted Operating Income (as calculated using the “Reconciliation of GAAP Reported to Non-GAAP Adjusted Information — Certain Line Items” table in our 2017 Financial Report), adjusted to reflect budgeted foreign exchange rates for the year and further refined to exclude other unbudgeted or non-recurring items.

2017 NAMED EXECUTIVE OFFICER (NEO) PAY MIX

The illustration below uses year-end salary and target annual short-term and long-term incentive awards for the NEOs to show the percentage each pay element comprises of our NEOs' target direct compensation for 2017.

 

KEY PLANNING CYCLE

The below graphic illustrates key elements of the annual compensation planning cycle:

APPROVE
REVIEW
ENGAGE
JANUARY–MARCH
  • Complete Executive Leadership Team (ELT) year-end performance assessments for prior year
  • Review and approve prior year's incentive plan performance results and funding level
  • Review and approve annual ELT compensation (salary, bonus and long-term incentive awards)
  • Conduct annual risk assessment on our global compensation programs and policies
  • Review and approve proxy materials
  • Review ELT goals for current performance period
  • Approve various incentive plan metrics for current performance period
APRIL–JUNE
  • Review proxy advisor firms' analysis of current proxy statement
  • Review year-to-date performance relating to the annual incentive plan and the performance share plan
  • Conduct an annual proxy analysis of NEO pay of comparator companies
  • Consider shareholder feedback from outreach discussions
 
 
 
JULY–SEPTEMBER
  • Review year-to-date performance relating to the annual incentive plan and the performance share plan
  • Review CEO mid-year performance assessment
  • Review and approve composition of the Pharmaceutical and General Industry Peer groups
OCTOBER–DECEMBER
  • Commence ELT year-end performance assessments
  • Conduct annual executive stock ownership review
  • Review year-to-date performance relating to the annual incentive plan and performance share plan
  • Review potential NEOs for the upcoming proxy statement
  • Review shareholder feedback from outreach discussions
  • Review and approve Committee Charter
JULY–SEPTEMBER
  • Review year-to-date performance relating to the annual incentive plan and the performance share plan
  • Review CEO mid-year performance assessment
  • Review and approve composition of the Pharmaceutical and General Industry Peer groups

Our Compensation Practices

Pfizer continues to implement and maintain leading practices in its compensation program, including these practices:

WHAT WE DO
CheckmarkRisk Mitigation
CheckmarkCompensation Recovery ("Clawback")
CheckmarkStock Ownership Requirements
CheckmarkMinimum Stock Vesting Required
CheckmarkRobust Investor Outreach
CheckmarkIndependent Compensation Consultation
WHAT WE DO NOT DO
XHedging or Pledging
XEmployment Agreements
XChange in Control Agreements
XRepricing
X“Gross-ups” for Perquisites

For additional information about Pfizer, please view our 2017 Financial Report (see "Appendix A") and our 2017 Annual Review at www.pfizer.com/annual. Please note that neither our 2017 Financial Report, nor our 2017 Annual Review is a part of our proxy solicitation materials.

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