Corporate Governance FAQs

You may communicate with any of our directors, including the Lead Independent Director and the Audit Committee Chair, by writing to them c/o Margaret M. Madden, Senior Vice President and Corporate Secretary, Chief Governance Counsel at Pfizer Inc., 66 Hudson Boulevard East, New York, NY, 10001-2192.

Alternatively, you may communicate via email with any of our directors through our Lead Independent Director(link sends e-mail) or members of our Audit Committee through our Audit Committee Chair(link sends e-mail), (both of whom are independent, non-employee directors of the Company).

• Proven integrity and independence, with a record of substantial achievement in an area of relevance to Pfizer
• Ability and sufficient time, energy and attention 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.

Proposals for Inclusion in Our 2024 Proxy Materials

Proposal in our 2024 proxy materials for presentation at our 2024 Annual Meeting of Shareholders, then the proposal must be received at our principal executive offices at 66 Hudson Boulevard East, New York, NY, 10001-2192, Attention: Corporate Secretary, by November 17, 2023. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act).

Director Nominations for Inclusion in our 2023 Proxy Materials (Proxy Access)

Any shareholder considering a proxy access nomination should carefully review our By-laws, which are available at /Investors/Corporate-Governance/Corporate-Governance-Documents. Under our proxy access by-law, if a shareholder (or a group of up to 20 shareholders) who has owned at least 3% of our shares for at least three years and has complied with the other requirements in our By- laws wants us to include director nominees (up to the greater of two nominees or 20% of the Board) in our 2023 proxy materials for election at our 2023 Annual Meeting of Shareholders, then the nominations must be received by us at our principal executive offices at 66 Hudson Boulevard East, New York, NY, 10001-2192, Attention: Corporate Secretary, not earlier than October 18, 2023 and not later than November 17, 2023.

Other Proposals or Nominations to be Brought before Our 2024 Annual Meeting

Any shareholder considering introducing a nomination or other item of business should carefully review the procedures set forth in our By- laws, which are available at https://investors.pfizer.com/corporate-governance/default.aspx. These procedures provide that, among other things, a nomination or the introduction of an item of business at an Annual Meeting of Shareholders must be submitted in writing to our Corporate Secretary at our principal executive offices at 66 Hudson Boulevard East, New York, NY, 10001-2192.

We must receive written notice of your intention to nominate a Director or to propose an item of business at our 2024 Annual Meeting according to this schedule:

If the 2024 Annual Meeting is to be held within 25 days before or after the anniversary of the date of this year’s Annual Meeting (April 27, 2023), then Pfizer must receive your notice not less than 90 days nor more than 120 days in advance of the anniversary of the 2024 Annual Meeting. If the 2022 Annual Meeting is to be held on a date not within 25 days before or after such anniversary, then Pfizer must receive it no later than 10 days following the first to occur of:

• the date on which notice of the date of the 2023 Annual Meeting is mailed; or
• the date public disclosure of the date of the 2023 Annual Meeting is made.

Our Annual Meeting of Shareholders is generally held on the fourth Thursday of April. Assuming that our 2024 Annual Meeting is held on schedule, to be "timely" within the meaning of Rule 14a-4(c) under the Exchange Act, we must receive written notice of your intention to introduce a nomination or other item of business at that Meeting between December 29, 2023 and January 28, 2024.

For any other meeting, the nomination or item of business must be received by the 10th day following the date on which public disclosure of the date of the meeting is made.

Upon written request, we will provide, without charge, a copy of our By-laws. Requests should be directed to our principal executive offices at 66 Hudson Boulevard East, New York, NY, 10001-2192, Attention: Corporate Secretary.

View Pfizer's annual meeting voting results

Yes, Pfizer maintains a comprehensive compliance program that is designed to detect and respond to policy violations and support legal and ethical conduct throughout the Company. The compliance program is structured in accordance with "Compliance Program Guidance for Pharmaceutical Manufacturers" developed by the United States Department of Health and Human Services, Office of Inspector General and includes the following elements:

• Written Policies and Procedures
• Compliance Officer and Compliance Committees
• Effective Training and Education
• Effective Lines of Communication
• Internal Monitoring and Auditing
• Enforcement Through Discipline Pursuant to Published Guidelines
• Prompt Response and Corrective Action for Detected Problems

The compliance program is overseen and managed by the Compliance Division, which is responsible for helping to develop and implement policies, procedures, and practices to ensure compliance with laws, regulations, and government agreements, as well as investigating violations of law or Pfizer policy. The Compliance Division is led by the Chief Compliance and Risk Officer who reports directly to Pfizer's Chief Executive Officer.

Pfizer's tiered Compliance Committee structure promotes leadership oversight of the compliance program through the Executive Compliance Committee, the North America Compliance Committee, and various business unit and divisional committees.

Additional compliance support is provided by groups and individuals throughout the Company in areas such as legal, safety and monitoring, corporate audit, Human Resources, finance, corporate governance, policy, and other functions.

The CEO's compensation is set by the Compensation Committee and approved by the Board. His actual levels of compensation are adjusted up or down depending on Company and individual performance.

• Annual bonus opportunity ranges from 0% to 250% based on the Company’s performance against its: a) pre-set financial goals (total revenue, adjusted diluted earnings per share, and cash flow from operations), b) R&D pipeline goals, c) ESG Scorecard, as well as his performance against his individual goals which support his imperatives for building value, i.e., being a leader in science and innovation; continuing to use our financial and commercial strength to enhance competitiveness; earning respect from society; and creating a culture of confidence and trust
• His long-term incentive awards are granted to align his pay with shareholders’ interests. These awards deliver value to him over three to seven years and are based on relative and absolute total shareholder return. Performance Share Awards (representing 50% of his long-term incentive value) deliver value, if any, based on operating performance over three years measured by an adjusted net income goal (set annually using three one-year periods) and Pfizer's relative total shareholder return, as compared to the NYSE Arca Pharmaceutical Index over a 3- year performance period. Total Shareholder Return Units (representing 50% of his long-term incentive value) are earned based on Pfizer's absolute total shareholder return over 5- and 7-year performance periods

Pfizer's compensation philosophy, which is set by the Compensation Committee, is to align each executive's compensation with Pfizer's short-term and long-term performance and to provide the compensation and incentives needed to attract, motivate, and retain key executives who are crucial to Pfizer's long-term success.

The Global Performance Plan ("GPP"), our annual incentive bonus program, is funded based on Pfizer's performance against: a) three pre-set weighted financial metrics (total revenue, adjusted diluted earnings per share, and cash flow from operations); b) R&D pipeline goals related to portfolio delivery and, c) an ESG Scorecard related to Pfizer’s progress and achievement of our annual sustainability key performance indicators that are tied to Diversity, Equity & Inclusion and Environmental goals. The GPP pool is not funded unless performance exceeds a threshold level of performance. Individual awards are earned based on the available earned pool, operating unit/function performance, and individual performance measured by the achievement of performance objectives (measured on two six-month periods).

Our annual long-term incentive awards are aligned with the interests of our shareholders because they deliver value based on absolute and relative total shareholder return, encourage stock ownership, and promote retention of key talent.

* Adjusted Net Income, as the PSA performance measure, is defined as U.S. GAAP Net Income net income attributable to Pfizer Inc. common shareholders before the impact of amortization of intangible assets, certain acquisition-related items, discontinued operations and certain significant items; and is adjusted to reflect budgeted foreign exchange (FX) rates for the year and further refined to exclude certain other unbudgeted or non-recurring items including acquired in-process research and development expenses.

Federal law prohibits corporations from contributing directly to candidates running for federal office. The federal contribution ban applies not only to monetary support, but also covers use of corporate resources, such as stationary, fax machines, etc. For this reason, Pfizer's corporate policy prohibits Colleagues from using any vcorporate resources, including Pfizer corporate funds, to support or oppose a candidate seeking federal office.

Pfizer's policy allows for the use of corporate funds in state and local jurisdictions that permit corporate contributions directly to candidates.

Pfizer has a Steering Committee comprised of 8 colleagues, who represent different divisions within the Pfizer organization that review and approve all Political Action Committee (PAC) and corporate political contributions on a monthly basis. The PAC Steering Committee evaluates candidates on a basis of their views on issues that impact Pfizer and its colleagues. It also takes note of whether Pfizer facilities or colleagues reside in a candidate's district or state. The Political Contributions Policy Committee (PCPC) is responsible for governing the Pfizer PAC. All PAC and corporate contributions are shared with the PCPC for review. Representatives serving on the PCPC amongst others include the EVP Policy, External Affairs & Communications, EVP, Chief Compliance Officer, and SVP, Policy & Public Affairs.

Our PAC and Corporate Political Contributions Report (published on our website) includes the recipient and amount of all Pfizer PAC and Pfizer Inc. contributions to political committees, corporate contributions made in state and local elections, ballot initiatives, and certain contributions to trade associations.

We also ask trade associations to which we pay more than $100,000 to report to us how much of Pfizer dues/payments are used for political expenditures/contributions, and we provide this voluntarily in our report and disclose it on our corporate website. Click here to review.

Pfizer actively lobbies the US Congress and state legislatures on a number of important public policy issues such as intellectual property, trade, taxes, and public health issues. A complete list of federal issues lobbied by Pfizer in the US can be found in the public disclosure(link is external) sections of the US House and Senate websites. We fully comply with regulations by reporting all federal lobbying in quarterly disclosure reports to Congress.

Effective policies help create an environment in which innovation is encouraged, engaging in public policy debates is part of our responsibility. Please click here for more information.

The Company's relationships with its shareholders and other stakeholders are a critical part of our corporate governance profile, and we recognize the value of taking our investor's views into account. Among other things, engagement helps us to understand the larger context and impact of our operations, and learn about expectations for our performance, assess emerging issues that may affect our business or other aspects of our operations, and shape corporate and governance policies. Over the years, this collaborative approach has helped us to identify mutual perspectives and goals and has resulted in, amongst other things, strengthening our executive compensation program and disclosures.

Corporate responsibility at Pfizer is the "how" of how we do business and encompasses all that we do to ensure that we act ethically and meet evolving healthcare needs.

Pfizer is striving to adapt to the evolving needs of global communities and to use our business scope and scale to improve global health. To ensure our success, we are building partnerships in communities worldwide to strengthen health systems, increase access to our medicines, and find sustainable solutions to health challenges. In addition, we remain focused on conducting our business responsibly, by upholding the highest ethical standards in all our activities, from research and development to sales and marketing, and reducing our impact on the environment.

Our integrated annual review details Pfizer's impact on patients and health, science, and the world. Our commitments and achievements demonstrate that our corporate responsibility activities are integral to our business success and future growth. Click here to read our review.