DEF 14A of Pfizer Inc, Mar 14, 2024

DEF 14A of Pfizer Inc

Filed Mar 14, 2024 · FY20230000078003-24-000068

Open on EDGAR

  1. PROCESS FOR SELECTING DIRECTOR NOMINEES

    PROCESS FOR SELECTING DIRECTOR NOMINEES Consistent with the objective of maintaining the Board’s diverse composition, during 2023, the Governance & Sustainability Committee conducted a needs assessment, identified and reviewed Director candidates and followed the robust process below to review potential nominees. The Board did not elect any new Directors during 2023.

  2. PROCESS FOR SELECTING DIRECTOR NOMINEES

    | 1 | 2 | 3 | 4 | | Needs Assessment | Candidate Identification | Screening | Nomination and Onboarding | | Define skills and 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 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 qualified 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. |

  3. Director Independence

    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, 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, scientific 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 2023, 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.

  4. Director Independence

    | 6 | Pfizer 2024 Proxy Statement |

  5. Director Independence

    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 were also made available to the Committee. On the basis of these reviews, the Committee delivered a report to the full Board of Directors, and the Board 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.

  6. Our 2024 Director Nominees

    Our 2024 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.

  7. Our 2024 Director Nominees

    | Name | Age | Independent | Director Since | Audit | Compensation | Governance & Sustainability | Regulatory and Compliance | Science and Technology | Other Public Boards | | Ronald E. Blaylock | 64 | ü | 2017 | l | l | | | | 2 | | Albert Bourla, DVM, Ph.D. Chairman and CEO | 62 | | 2018 | | | | | | – | | Susan Desmond- Hellmann, M.D., M.P.H. | 66 | ü | 2020 | | | l | | l | – | | Joseph J. Echevarria | 66 | ü | 2015 | l | | Chair | | | 2 | | Scott Gottlieb, M.D. | 51 | ü | 2019 | | | | Chair | l | 1 | | Helen H. Hobbs, M.D. | 71 | ü | 2011 | | | l | l | Chair | – | | Susan Hockfield, Ph.D. | 73 | ü | 2020 | | | | l | l | – | | Dan R. Littman, M.D., Ph.D. | 71 | ü | 2018 | | | l | l | l | – | | Shantanu Narayen Lead Independent Director | 60 | ü | 2013 | | | | | | 1 | | Suzanne Nora Johnson | 66 | ü | 2007 | Chair | | | l | | 1 | | James Quincey | 59 | ü | 2020 | | l | | | | 1 | | James C. Smith | 64 | ü | 2014 | l | Chair | | | | – |

  8. Our 2024 Director Nominees

    | 2024 Proxy Statement Pfizer | 7 |

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | | | | | Ronald E. Blaylock 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. BACKGROUND 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 CarMax, Inc. and W.R. Berkley Corporation, an insurance holding company. Former Director of Advantage Solutions Inc. (from 2019 to 2022) and 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. | | Age: 64 Director Since: 2017 Board Committees: Audit and Compensation Key Skills: Business Leadership & Operations Finance & Accounting Risk Management Other Current Public Boards: CarMax, Inc. and W.R. Berkley Corporation | |

  11. Director Nominees

    | | | | | Albert Bourla, DVM, Ph.D. 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 experience on the Board of Pharmaceutical Research and Manufacturers of America (PhRMA) enables him to bring a broad perspective on issues facing our industry. Medicine & Science: Dr. Bourla brings expertise in medicine and science to the Board through his distinguished career at Pfizer. 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. In addition, he is a Doctor of Veterinary Medicine and holds a Ph.D. in the Biotechnology of Reproduction from the Veterinary School of Aristotle University. BACKGROUND 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 from 2014). President and General Manager of Established Products Business Unit of Pfizer from 2010 until 2013. Board member of PhRMA and of The Pfizer Foundation, which promotes access to quality healthcare. Co-Chair of the Board of Directors of the Partnership for New York City and Member of the Board of Catalyst. | | Chairman and CEO Age: 62 Director Since: 2018 Key Skills: Business Leadership & Operations Healthcare & Pharma International Business Medicine & Science Human Capital Management Other Current Public Boards: None | |

  12. Director Nominees

    | 10 | Pfizer 2024 Proxy Statement |

  13. Director Nominees

    | | | | | Susan Desmond-Hellmann, M.D., M.P.H. 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), as former President of Product Development at Genentech and as Chancellor of the University of California, San Francisco (UCSF). 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 company and at a pharmaceutical institute, she brings healthcare and pharma industry expertise. In addition, she has significant achievements in academia through her service as a distinguished professor at UCSF. Pfizer and the Board benefit from her depth of experience and expertise in medicine, healthcare and academia. Technology & Cybersecurity: 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 Meta. BACKGROUND Board Member of National Resilience, Inc. and Stand Up To Cancer. Senior Advisor at Lazard, Inc. in the Healthcare Group. Senior Advisor at GMRI from 2020 to 2021. CEO of the Bill & Melinda Gates Foundation, a private foundation committed to enhancing global healthcare, reducing extreme poverty and expanding educational opportunities, from 2014 to 2020. 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, she 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 Genentech, she was Associate Director, Clinical Cancer Research at Bristol-Myers Squibb Pharmaceutical Research Institute. Director of: (i) Meta from 2013 to 2019; and (ii) Procter & Gamble from 2010 to 2017. Received the Hockfield Cancer Research Prize (2023). | | Age: 66 Director Since: 2020 Board Committees: Governance & Sustainability and Science and Technology Key Skills: Business Leadership & Operations Healthcare & Pharma Medicine & Science Academia Technology & Cybersecurity Other Current Public Boards: None | |

  14. Director Nominees

    | | | | | Joseph J. Echevarria 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 & 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. BACKGROUND Served as the CEO 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. Since 2022, Mr. Echevarria has served as CEO of the University of Miami (UM), and served as Trustee of UM since 2011. Serves as Chair Emeritus of former President Obama’s My Brother’s Keeper Alliance and as an advisor to the Obama Foundation. Chairman of the Board of The Bank of New York Mellon Corporation. Director of Unum Group, a provider of financial protection benefits. Director of Xerox Holdings Corporation from 2017 until 2023. Former member of the Presidential Commission on Election Administration. | | Age: 66 Director Since: 2015 Board Committees: Audit and Governance & Sustainability (Chair) Key Skills: Business Leadership & Operations Finance & Accounting International Business Risk Management Government & Public Policy Other Current Public Boards: The Bank of New York Mellon Corporation and Unum Group | |

  15. Director Nominees

    | 2024 Proxy Statement Pfizer | 11 |

  16. Director Nominees

    | | | | | Scott Gottlieb, M.D. 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. BACKGROUND Partner, New Enterprise Associates, Inc.’s Healthcare Investment Team and Resident Fellow of the American Enterprise Institute since 2019. 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, Tempus, a private technology company and Comanche Biopharma, a private maternal medicine biopharmaceutical 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. | | Age: 51 Director Since: 2019 Board Committees: Regulatory and Compliance (Chair) and Science and Technology Key Skills: Healthcare & Pharma Medicine & Science Government & Public Policy Other Current Public Boards: Illumina, Inc. | |

  17. Director Nominees

    | | | | | Helen H. Hobbs, M.D. 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. BACKGROUND 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 Advisory Board Member of the Chan Zuckerberg Initiative, Scientific Advisor of the Column Group and Colossal Biosciences. Member of the American Society for Clinical Investigation and the Association of American Physicians. Elected to the National Academy of Medicine in 2004, the American Academy of Arts and Sciences in 2006, and the National Academy of Sciences in 2007. Received the Pearl Meister Greengard Award (2015); 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); the Anitschkow Prize (2019); and Ross Prize in Molecular Medicine (2023). | | Age: 71 Director Since: 2011 Board Committees: Governance & Sustainability, Regulatory and Compliance, and Science and Technology (Chair) Key Skills: Healthcare & Pharma Medicine & Science Academia Other Current Public Boards: None | |

  18. Director Nominees

    | 12 | Pfizer 2024 Proxy Statement |

  19. Director Nominees

    | | | | | Susan Hockfield, Ph.D. 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 the Yale University School of Medicine (1985-2004) and MIT (2004-present). Pfizer benefits from her experience, expertise, achievements and recognition in both medicine and science. Government & Public Policy: Pfizer benefits from Dr. Hockfield’s breadth and depth of experience in the public policy space, including 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. BACKGROUND 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, Cajal Neuroscience and Break Through Cancer. 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. | | Age: 73 Director Since: 2020 Board Committees: Regulatory and Compliance and Science and Technology Key Skills: Business Leadership & Operations Medicine & Science Academia Government & Public Policy Other Current Public Boards: None | |

  20. Director Nominees

    | | | | | Dan R. Littman, M.D., Ph.D. 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. BACKGROUND Helen L. and Martin S. Kimmel Professor of Molecular Immunology, Department of Pathology at NYU Grossman School of Medicine (NYU Grossman). Professor, Department of Microbiology at NYU Grossman since 1995 and 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 the Cancer Research Institute, the Broad Institute, IMIDomics, Scleroderma Research Foundation, Sonoma Biotherapeutics, 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). | | Age: 71 Director Since: 2018 Board Committees: Governance & Sustainability, Regulatory and Compliance and Science and Technology Key Skills: Healthcare & Pharma Medicine & Science Academia Other Current Public Boards: None | |

  21. Director Nominees

    | 2024 Proxy Statement Pfizer | 13 |

  22. Director Nominees

    | | | | | Shantanu Narayen KEY SKILLS & EXPERIENCE Business Leadership & Operations/International Business/Finance & Accounting/Human Capital Management: Mr. Narayen’s experience as Chair 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 & Cybersecurity/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. BACKGROUND Chair since 2017 and Chief Executive Officer since 2007 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, 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.” | | Lead Independent Director Age: 60 Director Since: 2013 Key Skills: Business Leadership & Operations Finance & Accounting International Business Human Capital Management Risk Management Technology & Cybersecurity Other Current Public Boards: Adobe Inc. | |

  23. Director Nominees

    | | | | | Suzanne Nora Johnson 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. BACKGROUND 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 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. | | Age: 66 Director Since: 2007 Board Committees: Audit (Chair) and Regulatory and Compliance Key Skills: Business Leadership & Operations Finance & Accounting Healthcare & Pharma International Business Risk Management Other Current Public Boards: Intuit Inc. | |

  24. Director Nominees

    | 14 | Pfizer 2024 Proxy Statement |

  25. Director Nominees

    | | | | | James Quincey 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 & Cybersecurity: 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. BACKGROUND Chairman and Chief Executive Officer of The Coca-Cola Company, a total beverage company with products sold in more than 200 countries and territories. 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. | | Age: 59 Director Since: 2020 Board Committees: Compensation Key Skills: Business Leadership & Operations Finance & Accounting International Business Human Capital Management Technology & Cybersecurity Other Current Public Boards: The Coca-Cola Company | |

  26. Director Nominees

    | | | | | James C. Smith KEY SKILLS & EXPERIENCE Business Leadership & Operations/Finance & Accounting/Human Capital Management/International Business/Risk Management: Through Mr. Smith’s experience as former President and CEO of Thomson Reuters Corporation (Thomson Reuters) he brings valuable leadership, finance, international business, risk management and human capital management skills to our Board. Pfizer benefits from Mr. Smith’s organizational expertise and leadership experience, developed through 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. BACKGROUND 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, 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 Governors of Marshall University. Member of the Board of Trustees of the Brookings Institution. Director of Thomson Reuters from 2012 until 2020. | | Age: 64 Director Since: 2014 Board Committees: Audit and Compensation (Chair) Key Skills: Business Leadership & Operations Finance & Accounting International Business Human Capital Management Risk Management Other Current Public Boards: None | |

  27. Director Nominees

    | 2024 Proxy Statement Pfizer | 15 |

  28. Director Nominees

    | Table of Contents | | | Governance | | | Overview We are committed to maintaining and enhancing our history of excellence in governance, which promotes our shareholders’ long-term interests, strengthens Board and management accountability, and helps support 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 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. Website references and their hyperlinks have been provided throughout this Proxy Statement for convenience only. The content on any referenced websites is not a part of our proxy solicitation materials. 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 Principles provide the Board with flexibility to determine its optimal model for independent Board leadership at any given time. The Board does not favor any specific leadership structure. 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 and 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. | | | | 2023 ANNUAL REVIEW OF LEADERSHIP STRUCTURE In December 2023, following a thorough review by the Governance & Sustainability Committee, the independent Directors evaluated the Board’s leadership structure taking into consideration the company’s performance under the current operating and governance environment, executive leadership changes and investor feedback. The Committee, with input from the other independent Directors, determined that it would be in the best interest of the company and its shareholders for Dr. Bourla, Pfizer’s CEO, to continue serving as Chairman of the Board in 2024. The Board concluded that Dr. Bourla’s deep scientific, industry and regulatory expertise, along with his extensive company knowledge, helps enable him to effectively lead the Board and execute company strategies. Dr. Bourla’s leadership capabilities and business acumen, developed over 25-plus years of experience, proved to be especially beneficial during 2023 as the company faced numerous challenges, including uncertain patient demand for its COVID-19 products in a post-pandemic environment. Under Dr. Bourla’s leadership, the company acquired Seagen, reorganized its commercial operations and appointed new executive leadership. Additionally, we launched an enterprise-wide cost realignment program that aims to align our costs with our longer-term revenue expectations. We believe these strategic decisions, as well as the acquisition of Seagen and other organizational changes, will help position Pfizer for the future. The independent Directors also re-elected Mr. Shantanu Narayen as Lead Independent Director in 2024. Mr. Narayen has demonstrated strong leadership skills, risk oversight abilities, and expertise in technology and product innovation during his tenure as a Director and Lead Independent Director. His strong independent leadership, global leadership experience, and commitment to the Board make him well-suited for this independent leadership role. Accordingly, the independent Directors remain confident in Mr. Narayen’s ability to continue as Lead Independent Director for 2024. 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. |

  29. Director Nominees

    | 16 | Pfizer 2024 Proxy Statement |

  30. Indemnification

    | Table of Contents | | | Non-Employee Director Compensation | | | 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. In 2023, we provided the following compensation: | | | Compensation Element | Direct Compensation Program | | Board Member Annual Cash and Equity Retainer | $155,000, payable quarterly in cash, and grant of $205,000 in stock units | | Chair of Each Board Committee (Additional Cash Fee) | $30,000 | | Lead Independent Director (Additional Cash Fee) | $50,000 | | Stock Ownership Guidelines | Required to own Pfizer common stock and/or deferred stock units with a value of at least five times their annual cash retainer ($775,000). 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 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 2024. 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. * The Pfizer Foundation is a charitable organization established by Pfizer Inc. It is a separate legal entity from Pfizer Inc. with distinct legal restrictions. | | | 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 2023 by the Governance & Sustainability Committee, in consultation with Meridian Compensation Partners, LLC, and they determined that the program remains competitive amongst Pfizer’s peers and continues to attract and retain highly engaged and qualified independent Directors; accordingly, no changes were recommended. In addition to the above, under our Director compensation program, any newly elected Director receives a pro-rata grant of Pfizer stock units based upon the ratio of the Director’s period of service as a Director during the 12-month period beginning as of the most recent Annual Meeting prior to election multiplied by $205,000, as of the date of grant. In 2024, upon election at the 2024 Annual Meeting, each non-employee Director will receive Pfizer stock units in accordance with the Director compensation program (which currently provides for a grant value of $205,000 as of the date of grant), provided the Director continues to serve as a Director following the meeting. | |

  31. Indemnification

    | Non-Employee Director Compensation |

  32. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth the compensation provided for our non-employee Directors who served in 2023.

  33. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Ronald E. Blaylock | 155,000 | 205,000 | 20,000 | 380,000 | | Susan Desmond-Hellmann, M.D., M.P.H. | 155,000 | 205,000 | — | 360,000 | | Joseph J. Echevarria | 185,000 | 205,000 | — | 390,000 | | Scott Gottlieb, M.D. | 185,000 | 205,000 | 27,201 | 417,201 | | Helen H. Hobbs, M.D. | 185,000 | 205,000 | 20,000 | 410,000 | | Susan Hockfield, Ph.D. | 155,000 | 205,000 | 3,000 | 363,000 | | Dan R. Littman, M.D., Ph.D. | 155,000 | 205,000 | 31,400 | 391,400 | | Shantanu Narayen | 205,000 | 205,000 | 20,000 | 430,000 | | Suzanne Nora Johnson | 185,000 | 205,000 | 20,000 | 410,000 | | James Quincey | 155,000 | 205,000 | 20,000 | 380,000 | | James C. Smith | 185,000 | 205,000 | — | 390,000 |

  34. 2023 Director Compensation Table

    (1)The number of units granted was determined by dividing the grant date value of the award, $205,000, by $38.74, the closing price of the company’s common stock on April 27, 2023. At the end of 2023, the aggregate number of stock units (including dividend equivalents) held by each current non-employee Director was as follows: Mr. Blaylock, 49,726, Dr. Desmond-Hellman, 20,241, Mr. Echevarria, 101,845, Dr. Gottlieb, 26,354, Dr. Hobbs, 103,313, Dr. Hockfield, 22,713, Dr. Littman, 41,524, Mr. Narayen, 130,538, Ms. Nora Johnson, 92,181, Mr. Quincey, 38,377, and Mr. Smith, 116,971. (2)The amounts in this column for Drs. Hobbs, Hockfield and Littman, Messrs. Blaylock, Narayen and Quincey, and Ms. Nora Johnson represent charitable contributions made in 2023 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. The amounts for Drs. Hobbs and Littman and Ms. Nora Johnson also include matching contributions for charitable contributions made in December 2022. The amount for Dr. Gottlieb represents $24,670 for security provided on the advice of internal and external third-party security experts due to heightened risks, which is the direct cost we incurred in providing this benefit, and $2,531 for personal expenses related to business travel to our Board meetings.

  35. 2023 Director Compensation Table

    | 32 | Pfizer 2024 Proxy Statement |

  36. 2023 Director Compensation Table

    | Table of Contents | | | | 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, 2024) 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), Profit Units (PTUs), 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 “Non-Employee Director Compensation” section earlier, and the “Compensation Discussion and Analysis” section later in this Proxy Statement. | | | | | Number of Shares or Units | | | Beneficial Owners | Common Stock(1) | Stock Units | | Ronald E. Blaylock | 13,000(2) | 49,726(4) | | Albert Bourla, DVM, Ph.D. | 316,779(3) | 847,554(5) | | David M. Denton | 16,445 | — | | Susan Desmond-Hellmann, M.D., M.P.H. | 3,408(2) | 20,241(4) | | Mikael Dolsten, M.D., Ph.D. | 174,395(3) | 314,400(5) | | Joseph J. Echevarria | — | 101,845(4) | | Scott Gottlieb, M.D. | 9,000 | 26,354(4) | | Helen H. Hobbs, M.D. | — | 103,313(4) | | Susan Hockfield, Ph.D. | — | 22,713(4) | | Angela Hwang* | 68,764(2)(3) | 76,723(5) | | Douglas M. Lankler | 136,997(3) | 95,027(5) | | Dan R. Littman, M.D., Ph.D. | — | 41,524(4) | | Aamir Malik | 374 | — | | Shantanu Narayen | — | 130,538(4) | | Suzanne Nora Johnson | 10,000 | 92,181(4) | | William Pao, M.D., Ph.D.** | — | — | | James Quincey | — | 38,377(4) | | James C. Smith | 3,542(2) | 116,971(4) | | All Directors and Executive Officers as a Group (23) | 1,080,244 | 2,153,476 | | * Effective December 15, 2023, Ms. Hwang ceased serving as an executive officer. ** Effective July 27, 2023, Dr. Pao ceased serving as an executive officer. (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, 4,750; 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. (4)Represents stock units (each equivalent to a share of Pfizer common stock) under our Director compensation program (see “Non-Employee Director Compensation” above). (5)Includes stock 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 PTUs (each equivalent to a share of Pfizer common stock) as of January 31, 2024: Dr. Dolsten, 195,574 PTUs. This column does not include the following stock appreciation rights in the form of TSRUs as of January 31, 2024: Dr. Bourla, 4,612,352 of which 507,669 settled in February 2024; Mr. Denton, 344,256; Dr. Dolsten, 1,304,933; Ms. Hwang, 1,298,330 of which 144,397 settled in February 2024; Mr. Lankler, 1,166,405 of which 190,754 settled in February 2024; Mr. Malik, 352,113; and Dr. Pao, 23,717. See “Compensation Tables—2023 Outstanding Equity Awards at Fiscal Year-End Table” and “—Estimated Payments and Benefits upon Termination Table” for a discussion of the vesting of RSUs, TSRUs and PTUs. | | |

  37. 2023 Director Compensation Table

    | 2024 Proxy Statement Pfizer | 33 |

  38. 2023 Director Compensation Table

    | Securities Ownership |

  39. Highlights of the Amended and Restated 2019 Plan and Best Practices

    | The Amended and Restated 2019 Plan DOES... | | The Amended and Restated 2019 Plan DOES NOT... | | | | Provide for a minimum one-year vesting period subject to certain limited exceptions | | Provide for automatic single-trigger vesting on a change of control (except where an acquirer does not assume outstanding awards) | | | Subject the payment of dividends and dividend equivalents on an award to the vesting of the award | | Permit repricing or the buyout of underwater stock options or Stock Appreciation Rights (SARs) without shareholder approval | | | Limit the number of shares and the cash amounts that may be granted or paid to any non-employee Director in a year | | Permit the grant of stock options, Total Shareholder Return Units (TSRUs) or SARs with below-market grant prices | | | Provide for the recycling of shares back to the plan pool only in the event of expiration, forfeiture or cancellation of awards (i.e., no “liberal share recycling”) | | Provide for excise tax gross-ups | | | Provide for the forfeiture/clawback of incentive awards under certain circumstances | | Contain any “evergreen” provisions that automatically add shares to the plan reserve | | | | | Provide for the grant of reload stock options |

  40. Amended and Restated Share Reserve Information

    | Number of Stock Options Outstanding | 28,452,100 | | ‒‒ Weighted-Average Exercise Price of Outstanding Stock Options | $32.66 | | ‒‒ Weighted-Average Remaining Contractual Term of Outstanding Stock Options | 1.7 years | | Number of TSRUs Outstanding | 163,572,245 | | ‒‒ Weighted-Average Exercise Price of Outstanding TSRUs | $36.83 | | ‒‒ Weighted-Average Remaining Contractual Term of Outstanding TSRUs | 2.0 years | | Number of Full Value Awards Outstanding (Counting Performance Awards at Maximum Payout) | 67,434,384 | | A. Number of Shares Available for Future Grant*/**/*** | 247,830,527 | | B. Additional Share Request Under Proposal | 320,000,000 | | Shares Remaining Available After Shareholder Approval (A+B) | 567,830,527 |

  41. Amended and Restated Share Reserve Information

    * The 2019 Plan is the only active equity plan under which shares may be granted. Awards of stock options, TSRUs, and SARs reduce the available pool by one share each; all other awards reduce the available pool by three shares each (calculated assuming maximum payout of performance awards). ** Includes 67,734,387 shares assumed from the remaining shares available from the stock plan of Seagen which may be issued solely to legacy employees of Seagen and newly hired employees after the date of acquisition. *** As of January 31, 2024, the shares available for future grants are 247,268,253 (net of 562,274 from December 31, 2023 for the following transactions: (i) less December 2023 ad hoc grants recorded in January 2024 and first quarter 2024 dividend equivalent units of 1,871,937, plus (ii) cancelled/forfeited stock options, Restricted Stock Units (RSUs), TSRUs, performance share awards (PSAs) and portfolio performance shares (PPSs) of 1,309,663). Note: This amount will be reduced by approximately 140,720,000 shares that will be subject to annual long-term incentive awards granted in February 2024.

  42. Share Usage and Burn Rate

    | | | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | Average | | A | Stock Options Granted | 635,210 | 429,271 | 778,697 | 614,393 | | B | TSRUs/PTSRUs* Granted | 26,631,130 | 22,478,807 | 34,522,249 | 27,877,395 | | C | Restricted Stock Units (RSUs) Granted | 10,006,946 | 9,616,699 | 10,893,311 | 10,172,319 | | D | Performance Awards Granted (at Maximum) | 10,373,452 | 8,594,761 | 11,594,968 | 10,187,727 | | E | Total Share-Based Awards Granted (A+B+C+D) | 47,646,738 | 41,119,538 | 57,789,225 | 48,851,834 | | F | Basic Weighted-Average Common Shares Outstanding | 5,643,066,544 | 5,608,003,154 | 5,601,421,475 | 5,617,497,058 | | G | Annual Burn Rate (E / F) | 0.84% | 0.73% | 1.03% | 0.87% | | H | Burn Rate (A+B+(3x(C+D)))/ F | 1.57% | 1.38% | 1.83% | 1.59% |

  43. Purpose

    Purpose The general purpose of the Amended and Restated 2019 Plan is to allow Pfizer to continue to utilize equity awards to attract, retain and motivate employees and to further align the interests of our employees with those of Pfizer’s shareholders. Non-qualified stock options, incentive stock options, TSRUs, SARs, RSUs, PSAs, PPSs, Breakthrough Performance Awards (BPAs) and other stock unit awards may be granted under the Amended and Restated 2019 Plan.

  44. Shares Subject to the Amended and Restated 2019 Plan; Share Counting

    Shares Subject to the Amended and Restated 2019 Plan; Share Counting Subject to adjustments for changes in capitalization, a total of 320,000,000 shares will be authorized for grant pursuant to awards under the Amended and Restated 2019 Plan, plus the number of shares that remain available for grant as of the Effective Date under the 2019 Plan, and the number of shares that are subject to outstanding awards granted under the 2019 Plan as of the Effective Date that terminate, expire, or are forfeited, cancelled, or settled for cash. The Amended and Restated 2019 Plan provides that awards other than stock options and SARs/TSRUs will be counted against the Amended and Restated 2019 Plan maximum in a 3-to-1 ratio. For example, if we grant an award of 100 RSUs and 100 PSAs, we would reduce the shares available for grant under the Amended and Restated 2019 Plan by 300 shares and 600 shares, respectively. Any shares that terminate, expire, or are forfeited, cancelled or settled in cash, may be used for the future grant of awards to the extent of such termination, expiration, forfeiture, cancellation or settlement. Any shares that again become available for future grants shall be added back as one (1) share for options or TSRUs or SARs, and as three (3) shares for awards other than options, TSRUs or SARs, including in each case with respect to awards granted under the 2019 Plan. Shares subject to awards under the Amended and Restated 2019 Plan or an award granted under the 2019 Plan that is outstanding on the Effective Date may not again be made available for issuance or delivery if such shares are (i) shares that were subject to a stock-settled TSRU/SAR and were not issued upon the net settlement or net exercise of such TSRU/SAR, (ii) shares delivered or withheld by the company to pay the exercise price of an option, (iii) shares delivered to or withheld by the company to pay the withholding taxes related to an award, (iv) shares withheld by the company in connection with the net settlement of an award, or (v) shares repurchased on the open market with the proceeds of an option exercise. The shares to be delivered under the Amended and Restated 2019 Plan will be made available from authorized but unissued shares of Pfizer common stock, from treasury shares and/or from shares purchased in the open market or otherwise.

  45. Limitations on Awards under the Amended and Restated 2019 Plan

    Limitations on Awards under the Amended and Restated 2019 Plan No more than 320,000,000 shares may be granted as incentive stock options under the Amended and Restated 2019 Plan. As noted above in the section entitled “Non-Employee Director Compensation,” pursuant to the Amended and Restated 2019 Plan, the dollar value of equity awards and/or the cash retainer that may be granted to any one non-employee Director under the Amended and Restated 2019 Plan or otherwise is limited to an aggregate value (at grant) of $800,000 in any calendar year. The limitations are not intended to reflect an intention to grant awards at such levels.

  46. Minimum Vesting Period

    Minimum Vesting Period The Amended and Restated 2019 Plan prescribes a minimum vesting period of at least twelve months for an award, provided that the Committee may grant awards without regard to the foregoing minimum requirement with respect to a maximum of five (5) percent of the shares of Common Stock reserved for issuance under the Amended and Restated 2019 Plan. Any substitute awards, cash-denominated awards and awards to non-employee Directors that vest on the earlier of the first anniversary of the date of grant or the next annual meeting of shareholders which is at least 50 weeks after the immediately preceding annual meeting are excluded from such minimum vesting period.

  47. Change in Control

    Change in Control Unless the Committee or the Board determines otherwise at the time of grant, in the event a participant’s employment is involuntarily terminated without cause during the 24-month period following a change in control: •Any unvested options and SARs will vest and remain exercisable for their full term in accordance with the terms of the grant, as applicable; •Any unvested TSRUs will continue to vest and will be settled in accordance with the terms of the grant, as applicable; •Any vested options, TSRUs, and SARs will remain exercisable for their full term or be settled in accordance with the terms of the grant, as applicable; •In general, performance awards will continue to vest and become payable in accordance with the terms of the grant, as applicable; •The restrictions on any restricted stock awards will lapse, and will become fully vested and transferable to the full extent of the original grant, as applicable; and •RSUs, other stock unit awards, and any other awards will continue to vest and become payable in accordance with the terms of the grant, as applicable. Additionally, the Committee or the Board may provide for awards to be cancelled in exchange for a cash payment in connection with a change in control. However, if the option price per share under any outstanding option is equal to or greater than the price per share in the change in control, or the value (change in stock price plus projected dividend equivalents) of any outstanding TSRU or SAR is negative, the Board may cancel such award without the payment of any consideration.

  48. Stock Options

    Stock Options Options granted under the Amended and Restated 2019 Plan may be either non-qualified stock options or incentive stock options qualifying under Section 422 of the Code. The option price may not be less than the fair market value of the stock on the date the option is granted. On January 31, 2024, the closing price of our shares traded on the NYSE, as published in the Wall Street Journal, was $27.08 per share. The option price is payable in cash or, if the grant provides, in common stock. Generally, all options terminate after a 10-year period from the date of the grant. The Amended and Restated 2019 Plan also provides for the automatic exercise of options that are due to expire in the event that the option price is less than the fair market value of the underlying shares. The Committee determines the terms of each stock option grant at the time of the grant.

  49. Restricted Stock Awards

    Restricted Stock Awards Restricted stock is stock issued with such contingencies or restrictions as the Committee may impose. Until the conditions or contingencies are satisfied or lapse, the stock is subject to forfeiture. Unless the Committee determines otherwise, a recipient of a restricted stock award has the same voting, dividend and other rights as holders of common stock, except that the Amended and Restated 2019 Plan prohibits the payment of dividends on unearned/unvested awards. If the participant ceases to be an employee before the end of the contingency or restricted period, the award is forfeited, subject to such exceptions as authorized by the Committee.

  50. Restricted Stock Units

    Restricted Stock Units A restricted stock unit or an RSU is an award of a right to receive, in cash or shares, as the Committee may determine, the fair market value of one share of Pfizer common stock, on such terms and conditions as the Committee may determine.

  51. Restricted Stock Units

    | 2024 Proxy Statement Pfizer | 43 |

  52. Incentive Stock Options

    Incentive Stock Options An incentive stock option results in neither taxable income to the optionee, nor a deduction to the Company at the time it is granted or exercised. If the optionee holds the stock received as a result of an exercise of an incentive stock option for at least two years from the date of the grant and one year from the date of exercise, then the gain realized on disposition of the stock is treated as a long-term capital gain. If the shares are disposed of during this period, however (i.e., a “disqualifying disposition”), then the optionee will include the income, as ordinary compensation for the year of the disposition, in an amount equal to the excess, if any, of the fair market value of the shares, upon exercise of the option over the option price (or, if less, the excess of the amount realized upon disposition over the option price). The excess, if any, of the sale price over the fair market value on the date of exercise will be a short-term capital gain. In such case, the company will be entitled to a deduction, in the year of such a disposition, for the amount includible in the optionee’s income as compensation, subject to Section 162(m) of the Code. The optionee’s tax basis in the shares acquired upon exercise of an incentive stock option is equal to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

  53. Non-Qualified Stock Options

    Non-Qualified Stock Options A non-qualified stock option results in no taxable income to the optionee or deduction to the company at the time it is granted. An optionee exercising a non-qualified stock option will, at that time, realize taxable compensation in the amount of the excess of the then market value of the shares over the option price. Subject to the applicable provisions of the Code, including Section 162(m), a deduction for federal income tax purposes will be allowable to the company in the year of exercise in an amount equal to the taxable compensation realized by the optionee. The optionee’s tax basis in shares received upon exercise is equal to the sum of the option price plus the amount includible in his or her income as compensation upon exercise. Any gain (or loss) upon subsequent disposition of the shares will be a long- or short-term gain (or loss), depending upon the holding period of the shares. If a non-qualified stock option is exercised by tendering previously owned shares of the company’s common stock in payment of the option price, then, instead of the treatment described above, the following will apply: a number of new shares equal to the number of previously owned shares tendered will be considered to have been received in a tax-free exchange; the optionee’s basis and holding period for such number of new shares will be equal to the basis and holding period of the previously owned shares exchanged. The optionee will have compensation income equal to the fair market value on the date of exercise of the number of new shares received in excess of such number of exchanged shares; the optionee’s basis in such excess shares will be equal to the amount of such compensation income; and the holding period in such shares will begin on the date of exercise.

  54. Non-Qualified Stock Options

    | 44 | Pfizer 2024 Proxy Statement |

  55. Restricted Stock Awards / Performance Stock Awards

    Restricted Stock Awards / Performance Stock Awards No income will be recognized at the time of grant by the recipient of a restricted stock award or performance stock award while such award is subject to a substantial risk of forfeiture. Generally, at the time the substantial risk of forfeiture terminates with respect to a stock award, the then fair market value of the stock awarded will constitute ordinary income to the employee. Subject to the applicable provisions of Section 162(m), a deduction for federal income tax purposes will be allowable to the company in an amount equal to the compensation realized by the employee.

  56. Additional Plan Information

    Additional Plan Information The outstanding aggregate number of shares subject to stock options and other equity awards under the 2019 Plan since its inception through January 31, 2024, is set forth in the table below. The closing price of a share of Pfizer common stock on January 31, 2024 was $27.08.

  57. Additional Plan Information

    (1)Represents 132,451,326 TSRUs and 3,284,078 stock options. (2)Other stock awards were granted in the form of RSUs, PTUs, PPSs and PSAs. Performance-based awards are reflected assuming “target” performance. Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for additional details on the performance-based awards. (3)Amounts calculated based on $27.08, the closing price of the company’s common stock on January 31, 2024. For additional information, please see our “Equity Compensation Plan Information” table later in this Proxy Statement.

  58. PFIZER’S EXECUTIVE COMPENSATION: PAY-FOR-PERFORMANCE PHILOSOPHY

    PFIZER’S EXECUTIVE COMPENSATION: PAY-FOR-PERFORMANCE PHILOSOPHY Our executive compensation program is designed to attract and retain highly qualified executives and incentivize them to create value and advance the interests of our shareholders. Pfizer’s executive compensation program is consistent with the goals of its executive compensation philosophy to align pay and performance and increase shareholder value. (See “Our Business and Strategy” earlier in this Proxy Statement.) This philosophy is evidenced by the Committee’s determination that, based on the company’s performance against the annual pre-set financial goals for the Global Performance Plan (GPP) Program, the Executive Leadership Team (ELT) members (including the NEOs) would not receive payouts from the short-term annual incentive plan for the 2023 performance year. (See “Annual Incentives Objectives and Results (For Annual Incentive Purposes)” later in this Proxy Statement.)

  59. PFIZER’S EXECUTIVE COMPENSATION: PAY-FOR-PERFORMANCE PHILOSOPHY

    | 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. |

  60. 2023 Executive Compensation Program Summary

    | Element | Type/Form | Performance Measures | Program Design | Objectives | | Salary | Cash | Fixed cash compensation; reviewed annually and adjusted, as appropriate | A fixed amount of compensation for performing day-to-day responsibilities 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. | | Annual Short-Term Incentive/Global Performance Plan (GPP) | Cash | Funded based on Pfizer’s performance and weighted as follows: | Aggregate pool is funded based on the performance against Pfizer’s annual financial goals, the achievement of pre-set pipeline goals and three ESG metrics. 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 potential 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. | | | | | Modifiers of up to +/- 30 percentage points (PP): Pipeline Achievement (25 PP) and ESG Scorecard (5 PP) | To recognize the progress and delivery of the R&D pipeline and our progress against three ESG metrics from our ESG Scorecard. | | | Annual Long-Term Incentive Compensation (100% Performance-Based Equity) | 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 three one-year adjusted net income* goals, set annually, 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. The payout range for the operating metric range is 0%-150%, and the relative TSR metric can drive the overall payout range as high as 200%. Dividend equivalents paid during the performance period are applied to the number of shares actually earned under the award. Earned PSAs, including the 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. |

  61. 2023 ANNUAL INCENTIVE AWARD/GLOBAL PERFORMANCE PLAN (GPP)

    2023 ANNUAL INCENTIVE AWARD/GLOBAL PERFORMANCE PLAN (GPP) The Committee determined the funding of the annual incentive plan based on the company’s performance against three pre-set weighted financial goals tied to Pfizer’s annual operating plan, its achievement of pre-set pipeline goals related to sustained portfolio delivery, progress on the ESG Scorecard 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)

  62. Determining Annual Incentive Pool

    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 performance against pre-established goals, considering the performance on the pipeline and ESG Scorecard, as well as other qualitative factors. Upon completion of its review, the Committee approved the GPP pool funding.

  63. GPP Pool Funding Process

    | Financial Goals: Committee determined the funding level of the plan using a performance matrix with three financial goals | | Pipeline and ESG Scorecard Modifiers and Other Qualitative Factors: Committee considered these factors as modifiers to the funding level calculated using the financial goals | | | | Leaders significantly differentiated pay to be more closely aligned with individual performance and contributions. | | 40% Total Revenue 40% Adjusted Diluted EPS 20% Cash Flow from Operations | | Up to +/- 30 Percentage Points (PP): | | | | | | | | | | Adjust +/- depending on the Committee’s evaluation of Other Qualitative Factors | | | | | | +/- 25 PP Pipeline Achievements +/- 5 PP ESG Scorecard | | | | | | | à | | à | | à | | | Plan Funding Capped at 200% | | | | | | |

  64. GPP Pool Funding Process

    | In determining the funding level, the Committee evaluates the performance measured against the selected financial metrics and the modifiers (Pipeline Achievement and ESG Scorecard), as well as other qualitative factors annually considering the following: •Consistency with best practices in our industry; •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; and •R&D modifier measuring achievement on key pipeline goals and a modifier for the ESG Scorecard progress, which both have the potential to drive long-term shareholder value. |

  65. ANNUAL INCENTIVES OBJECTIVES AND RESULTS (FOR ANNUAL INCENTIVE PURPOSES)

    ANNUAL INCENTIVES OBJECTIVES AND RESULTS (FOR ANNUAL INCENTIVE PURPOSES) The selected performance measures are linked to a combination of the company’s annual financial goals and strategic goals that help drive long-term value creation. In the first quarter of 2023, the Committee set the target financial goals and, working in collaboration with the Board’s Science and Technology Committee and management’s Sustainability Steering Committee, set the goals for the pipeline achievement matrix and the ESG Scorecard, respectively, for annual incentive purposes. The Committee continued to take a rigorous, holistic approach designed to ensure that the financial goals and modifiers (Pipeline Achievement and ESG Scorecard) are set at levels to drive strong performance and create long-term value. As such, the Committee believes the achievement of the established financial, pipeline and ESG goals requires exceptional performance and execution without encouraging unnecessary or excessive risk-taking. The Committee then determined that a sufficient degree of stretch existed in the various goals (see “Determining Annual Incentive Pool” for additional information). This multi-factor approach for annual incentive bonus funding provides the Committee with the ability to utilize a holistic approach to the process and is the fundamental principle underlying our GPP program. For 2023, the Committee assessed company performance against our annual targets used for our GPP program. Although the financial performance for our non-COVID products largely met their objectives, the lower-than-expected demand and resulting sales for our COVID-19 products caused the company to underperform against our annual financial targets. While performance against the pipeline and ESG modifiers generated a positive modifier, the Committee, in consultation with its independent compensation consultant, and using a holistic approach, decided that no bonuses would be paid to the ELT, including the NEOs employed at the end of the year.

  66. ANNUAL INCENTIVES OBJECTIVES AND RESULTS (FOR ANNUAL INCENTIVE PURPOSES)

    | 56 | Pfizer 2024 Proxy Statement |

  67. ANNUAL INCENTIVES OBJECTIVES AND RESULTS (FOR ANNUAL INCENTIVE PURPOSES)

    The following tables outline the 2023 range details (as applicable) and for financial metrics, the applicable 2022 Results.

  68. Financial

    | Financial Goals — Goals are set utilizing a budgeting approach that considers prior year’s performance, expected growth, the impact of business development activities, impact of losses of exclusivity and fluctuations in foreign exchange rates. Given that certain factors can change in any specific 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. These financial results are different than our results under GAAP. The 2022 results included significant COVID-related reported revenue (over $56 billion), and the 2023 goals appropriately reflected materially lower expectations for COVID product revenue. | | | | | | Financial Objectives / (Weighting) (For Annual Incentive Purposes) | 2022 Results ($) | 2023 Threshold ($)(1) | 2023 Target ($)(1) | 2023 Results ($)(1) | | Total Revenue(2) (40%) | 104.5 billion | 64.3 billion | 68.8 billion | 59.3 billion | | Adjusted Diluted EPS(3) (40%) | 6.80 | 3.04 | 3.29 | 1.95 | | Cash Flow from Operations(4) (20%) | 29.3 billion | 7.1 billion | 10.6 billion | 9.3 billion |

  69. Financial

    (1)2023 Threshold, Target, and Results for Annual Incentive Purposes. (2)Total Revenue for annual incentive purposes is based on budgeted FX rates assumed in each respective year and excludes certain other unbudgeted or non-recurring items. Therefore, 2023 and 2022 results differ from U.S. GAAP revenues of $58.5 billion and $100.3 billion, respectively. (3)Adjusted Diluted EPS for annual incentive purposes is based on budgeted FX rates assumed in each respective year and excludes certain other unbudgeted or non-recurring items including acquired in-process research and development expenses. See “Non-GAAP Financial Measure: Adjusted Income — Certain Significant Items” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section in Pfizer’s 2023 Annual Report on Form 10-K for information about significant substantive and/or unusual items that are evaluated on an individual basis. (4)2023 and 2022 Results exclude certain discretionary timing items for compensation purposes (non-GAAP amounts). NOTE: See “Financial Measures” for a comparison of 2023 and 2022 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 before the impact of amortization of intangible assets, certain 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 “Our 2023 Performance — Total Revenues” in the MD&A in Pfizer’s 2023 Annual Report on Form 10-K.

  70. Non-Financial

    | ESG Scorecard — The three ESG metrics selected align with our strategy and are consistent with key guiding principles. Incorporating ESG into our bonus program amplifies our focus on long-term value creation for our shareholders and promotes our commitment to equity and long-term sustainability. These key performance indicators are holistic drivers of our future success as a company. The Committee assesses the individual ESG metrics without assigning a particular weight to each goal. Based on the Committee’s evaluation of each achievement within the ESG Scorecard, the Committee considers the overall performance to determine a combined modifier score. | | | | ESG Objectives (For Annual Incentive Purposes) | 2023 Goals | 2023 Results* | | Percentage of Vice President and higher roles held by women (globally) | 44.3% | 44.8% | | Percentage of Vice President and higher roles held by minorities (U.S.) | 28.3% | 30.5% | | Greenhouse Gas Emissions (in metric tons CO2e) | ≤1.10M Mt | 1.09M Mt |

  71. 2023 Annual Incentive Awards

    2023 Annual Incentive Awards The Committee reviewed the company’s 2023 performance and noted that the company did not achieve the financial targets set for 2023 under the terms of the GPP. Although the Committee recognized Dr. Bourla’s and the ELT members’ (including the NEOs) continued leadership and contributions, the Committee determined that, consistent with the GPP terms, the ELT members (including the NEOs) employed at the end of the year would not receive annual incentive awards for the 2023 performance year. Annual incentive award targets and payout ranges for 2023, as well as the actual annual incentive award for each of the NEOs, are:

  72. 2023 Annual Incentive Awards

    | | 2023 Salary(1) ($) | Target Award as a % of Salary(2) | Target Award ($) | Maximum Award(3) ($) | Actual Award ($) | | Name | A | B | C = A x B | D = C x 250% | | | A. Bourla | 1,787,671 | 200% | 3,575,342 | 8,938,355 | 0 | | D. Denton | 1,297,089 | 100% | 1,297,089 | 3,242,723 | 0 | | M. Dolsten | 1,596,712 | 100% | 1,596,712 | 3,991,780 | 0 | | D. Lankler | 1,198,510 | 90% | 1,078,659 | 2,696,648 | 0 | | A. Malik | 1,295,014 | 100% | 1,295,014 | 3,237,535 | 0 | | A. Hwang | 1,340,671 | 100% | 1,340,671 | 3,351,678 | 0 | | W. Pao(4) | 768,821 | 90% | 691,939 | 1,729,848 | 691,939 |

  73. 2023 Annual Incentive Awards

    (1)Represents 2023 daily salary earned during the performance period the participant is eligible to participate in the bonus program (GPP). (2)See “How We Establish Targets” for an explanation of how target annual incentive awards are determined. (3)Maximum award is 250% of the respective individual’s target award, subject to rounding. (4)Dr. Pao was paid a pro-rata target bonus in accordance with the terms of the GPP in effect at the time of his involuntary termination. His target bonus for the full year was $1,120,685.

  74. 2023 Annual Incentive Awards

    | 58 | Pfizer 2024 Proxy Statement |

  75. 2023 ANNUAL LONG-TERM INCENTIVE AWARD PROGRAM

    2023 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:

  76. 2023 ANNUAL LONG-TERM INCENTIVE AWARD PROGRAM

    | Type/Weighting | 5- 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. Vests 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. Vests 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. TSRUs have no value if TSR is negative. | Amount earned based on performance (payout range is 0% to 200% of target award value) plus dividend equivalents for the three-year performance period on the shares earned. | | Formula | (# of TSRUs granted × [Settlement Price(2) - Grant Price + Dividend Equivalents]) / Settlement Price(2) | Average of the three annual NI(1) Performance Factors percentage adjusted by modifier as follows: +/- 1.5 × the first 20 percentage point differential between Pfizer’s TSR % and DRG Index TSR %(3) and +/- 2.0 × the differential over 20 percentage points(3) | | | = Shares delivered(4) | = PSA percentage earned and delivered in cash(5) |

  77. 2023 ANNUAL LONG-TERM INCENTIVE AWARD PROGRAM

    (1)Adjusted Net Income, as the PSA performance measure, is defined as U.S. GAAP net income attributable to Pfizer Inc. common shareholders before the impact of amortization of intangible assets, certain acquisition-related items, discontinued operations and certain significant items; and is adjusted to reflect budgeted FX rates for the year and further refined to exclude certain other unbudgeted or non-recurring items including acquired in-process research and development expenses. (2)The settlement price is the 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 the average of the closing stock prices for the 30 trading days immediately prior to start and end of each three-year performance period. (3)Positive or negative adjustment. (4)TSRUs have no value 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.

  78. 2023 Grant Value of Annual Long-Term Incentive Awards

    2023 Grant Value of Annual Long-Term Incentive Awards The 2023 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:

  79. 2023 Grant Value of Annual Long-Term Incentive Awards

    | 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. Bourla | 4,500,000 | 4,500,000 | 9,000,000 | 18,000,000 | | D. Denton | 1,125,000 | 1,125,000 | 2,250,000 | 4,500,000 | | M. Dolsten | 1,500,000 | 1,500,000 | 3,000,000 | 6,000,000 | | D. Lankler | 875,000 | 875,000 | 1,750,000 | 3,500,000 | | A. Malik | 1,125,000 | 1,125,000 | 2,250,000 | 4,500,000 | | A. Hwang | 1,125,000 | 1,125,000 | 2,250,000 | 4,500,000 | | W. Pao(3) | 875,000 | 875,000 | 1,750,000 | 3,500,000 |

  80. 2023 Grant Value of Annual Long-Term Incentive Awards

    (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 2023 amount reported in the "Summary Compensation Table” which reports the value of TSRUs granted in 2023, and the value of one-third of each of the 2021, 2022 and 2023 PSA grants, in accordance with applicable accounting rules. The Committee considers the full value in its determination of annual compensation. (3)Under the terms of grant, upon termination without cause, Dr. Pao was entitled to retain a portion of the value of TSRUs and PSAs granted, based upon the ratio of days worked from grant until termination of employment over the full vesting period. As such, he retained and currently holds approximately 16% of the TSRUs and PSAs granted to him in February 2023.

  81. 2023 Grant Value of Annual Long-Term Incentive Awards

    | 2024 Proxy Statement Pfizer | 59 |

  82. PERFORMANCE SHARE AWARDS

    PERFORMANCE SHARE AWARDS PSAs align rewards to both a strategic financial performance metric, NI(1), over three one-year periods and relative TSR performance as compared to the DRG Index over a three-year period. The number of PSAs earned at the end of the three-year performance period was determined as set forth below:

  83. 2021 PSA PAYOUT (PERFORMANCE PERIOD 2021-2023)(1)

    2021 PSA PAYOUT (PERFORMANCE PERIOD 2021-2023)(1)

  84. 2021 PSA PAYOUT (PERFORMANCE PERIOD 2021-2023)(1)

    | Name | Award Value At Grant ($)(2) | Target Award At Grant (#) | Actual Award Earned (#) | Actual Award Value ($) | | A. Bourla | 7,000,000 | 204,320 | 0 | 0 | | M. Dolsten | 3,000,000 | 87,565 | 0 | 0 | | D. Lankler | 1,750,000 | 51,080 | 0 | 0 | | A. Hwang | 2,250,000 | 65,674 | 0 | 0 |

  85. 2021 PSA PAYOUT (PERFORMANCE PERIOD 2021-2023)(1)

    (1)Messrs. Denton and Malik, and Dr. Pao did not receive a 2021 PSA grant. (2)The amounts shown represent the PSA portion (50%) of the annual grant value, which is different from the 2021 amount reported in the Summary Compensation Table in this Proxy Statement.

  86. 2021 PSA PAYOUT (PERFORMANCE PERIOD 2021-2023)(1)

    | 60 | Pfizer 2024 Proxy Statement |

  87. Additional Benefits and Perquisites

    | 2024 COMPENSATION ACTIONS Salary, Target Annual Incentive and Annual Long-Term Incentive Awards At the February 2024 meeting, the Committee approved the following April 2024 salaries, 2024 annual incentive targets and February 2024 long-term incentive awards, for the NEOs continuing to serve as executive officers in 2024: | | | | | | | Name | April 1, 2024 Salary ($) | 2024 Target Annual Incentive(1)(2) (%) | 2024 Target Annual Incentive(2) ($) | 2024 LTI Award Value(3) ($) | Total Direct Compensation ($) | | A. Bourla | 1,800,000 | 200% | 3,600,000 | 18,000,000 | 23,400,000 | | D. Denton | 1,358,400 | 100% | 1,346,988 | 4,500,000 | 7,205,388 | | M. Dolsten | 1,668,400 | 100% | 1,654,377 | 6,000,000 | 9,322,777 | | D. Lankler | 1,255,200 | 90% | 1,120,181 | 3,500,000 | 5,875,381 | | A. Malik | 1,356,300 | 100% | 1,344,888 | 4,500,000 | 7,201,188 | | Note: Dr. Pao and Ms. Hwang’s compensation data are not reported in the supplemental table above. Upon his involuntary termination, Dr. Pao ceased serving as an executive officer and CDO on July 27, 2023 and departed from the company following a transition period on August 15, 2023. Ms. Hwang ceased serving as an executive officer on December 15, 2023 and is currently serving as Advisor to the CEO for transition purposes, until a date to be determined. She will not receive a merit increase in 2024 and her salary is therefore unchanged from 2023. Additionally, Ms. Hwang did not receive a 2024 annual long-term incentive award. Upon termination of employment at the conclusion of the transition period, Ms. Hwang will be involuntarily terminated without cause due to her position being eliminated, and at such time, she will be eligible for a prorated annual incentive award for 2024 under the current terms of the GPP. (1)The Committee evaluated the target annual incentive, and in consultation with the Committee’s independent advisor affirmed the target incentive percentages. (2)Target annual incentive is calculated by multiplying the target incentive percentage by the salary earned during 2024 (estimated for purposes of this table). (3)These awards included 50% of the award value granted as 5- and 7-Year TSRUs and the remaining 50% granted as PSAs. The long-term incentive award values are converted into units, subject to rounding, on the day of grant, using the closing stock price/value on February 27, 2024 of $26.89. The 5-Year TSRU values were converted to TSRUs using $6.98 and the 7-Year TSRU values were converted to TSRUs using $7.90, representing the estimated value at grant using the Monte Carlo Simulation model as of February 27, 2024 (grant date). See Equity Award Grant Practices later in this Proxy Statement. | | | | | |

  88. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT The Committee continued to utilize Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant. The independent compensation consultant advises the Committee on executive compensation matters including current trends and the impact to compensation. The Committee assessed the ongoing engagement of Meridian for 2024 in accordance with our policy on criteria and assessment of the firm’s independence and concluded that the engagement of Meridian should continue and does not raise any conflicts of interest or similar concerns. Fees Paid. The total amount of fees paid to Meridian for services provided to the Compensation Committee in 2023 was $237,240 (including reasonable travel and business expenses, as applicable). In addition, Meridian serves as the independent advisor to the Governance & Sustainability Committee regarding non-employee Director compensation matters, as appropriate, and received $33,530 for services relating to Director compensation for the same time frame.

  89. HOW WE ESTABLISH TARGETS

    HOW WE ESTABLISH TARGETS Target total direct compensation for each executive is intended to approximate the market median (50th percentile of the market), as defined by survey and public data relating to our Pharmaceutical Peers and General Industry Comparator Group. On an annual basis, the Committee reviews the total compensation opportunity of each NEO (as well as the other ELT members). This includes cash compensation (salary and target annual short-term incentive) and target annual long-term incentive compensation, as well as perquisites, retirement benefits and health and insurance benefits. The Committee, with the advice of its independent compensation consultant, then sets each NEO’s compensation target for the current year. This generally involves establishing an annual short-term incentive opportunity and a long-term incentive award. We recognize that while some information is available on the performance of our non-U.S.-based peer companies, the compensation data can be limited in terms of comparable benchmarks and other information compared to peers with U.S. pay models. The Committee utilizes data on the pharmaceutical industry and complex multi-national companies as they provide useful comparative compensation data for our annual benchmarking analysis and are also a source of potential talent for Pfizer.

  90. HOW WE ESTABLISH TARGETS

    | Objective | We target the median compensation values of our peer and comparator groups to help determine an appropriate total compensation level and pay mix for our executives. The groups are selected based on their having comparable scope, complexity, revenue and similar compensation models. We establish a competitive pay framework using our comparator groups’ median compensation values, to help determine the optimum pay mix of base pay, annual short- and long-term incentive targets. The framework is a general guide to determine the preliminary salary recommendation, target annual short-term incentive award opportunity, and target annual long-term incentive value for each executive position. In addition to using the peer data for our annual benchmark analysis and as a source for potential talent, the peer data is used to benchmark: •Plan design (both short-term and long-term) •Performance metrics •Perquisites •Share usage •Stock ownership guidelines Note: The actual total compensation and/or amount of each compensation element for an individual executive may be more or less than this median to reflect individual performance, responsibilities, and internal equity, among other factors. | | | | | Peers | 2023 Pharmaceutical Peers (broad mix of large companies from the pharmaceutical industry) | | 2023 General Industry Comparators (broad mix of large, non-pharmaceutical, multi-national companies of similar size and complexity) | | | | Pharma* (12 peers) | | General Industry** (19 peers) | | | | AbbVie Inc. Amgen Inc. AstraZeneca PLC Bristol-Myers Squibb Company Eli Lilly and Company Gilead Sciences, Inc. | GSK plc Johnson & Johnson Merck & Co., Inc. Novartis AG* Roche Holding AG* Sanofi* | 3M Company Abbott Laboratories The Boeing Company Caterpillar Inc. Chevron Corporation The Coca-Cola Company Comcast Corporation ConocoPhillips Exxon Mobil Corporation Honeywell International Inc. International Business Machines Corporation | Lockheed Martin Corporation Mondelez International, Inc. PepsiCo, Inc. The Procter & Gamble Company RTX Corporation (formerly Raytheon Technologies) UnitedHealth Group Incorporated United Parcel Service, Inc. Verizon Communications Inc. |

  91. HOW WE ESTABLISH TARGETS

    * The Committee recognizes that while data are available on the performance of certain of our non-U.S.-based peer companies, the compensation data in some cases are limited in terms of comparable benchmarks and may use different pay models as compared to Pfizer’s pay model. ** Effective in 2023, our General Industry Comparators were changed as General Electric Company was removed and Exxon Mobil Corporation and UnitedHealth Group Incorporated were added.

  92. PFIZER COMPARISON TO PEER GROUP MEDIANS

    PFIZER COMPARISON TO PEER GROUP MEDIANS The table below compares our 2023 revenue, net income and market capitalization to the median revenue, net income and market capitalization for our Pharmaceutical Peer and General Industry Comparator Groups.

  93. PFIZER COMPARISON TO PEER GROUP MEDIANS

    | In Billions | Pfizer ($) | Pharmaceutical Peer Group Median** ($) | General Industry Comparator Group Median ($) | | Revenue* | 58.5 | 45.0 | 74.3 | | Reported Net Income* | 2.1 | 10.0 | 10.5 | | Market Capitalization* | 155.3 | 194.2 | 165.9 |

  94. PFIZER COMPARISON TO PEER GROUP MEDIANS

    * Revenue and Net Income based on published earnings releases. Market Capitalization as of February 15, 2024. ** Excludes Novartis AG, Roche Holding AG and Sanofi.

  95. PFIZER COMPARISON TO PEER GROUP MEDIANS

    | 2024 Proxy Statement Pfizer | 63 |

  96. Determining 2023 Awards — Paying for Performance

    Determining 2023 Awards — Paying for Performance The Committee determined the bonus pool funding based on a holistic review of the company’s overall performance (see “2023 Annual Incentive Award/Global Performance Plan (GPP)”). Consistent with the company’s pay for performance philosophy, based on the Committee’s review of the company’s financial performance against the pre-established targets and their view that the ELT members were most able to impact financial performance, the Committee determined that no bonuses would be awarded to the CEO and executive officers, including the NEOs, for the 2023 performance year, despite positive performance against the pipeline and ESG goals.

  97. NEO Performance-Year Total Direct Compensation (Performance-Year TDC) and Summary Compensation Table Total Direct Compensation (SCT TDC)

    | | Performance-Year Compensation(1) | | | | Summary Compensation Table(2) | | | Name | Year-End Salary (A) ($) | Annual Short- Term Incentive Award (paid in 2024) (B) ($) | Annual LTI Award(3) (granted in February 2024) (C) ($) | Total Direct Compensation (D = A + B + C) ($) | Total Direct Compensation(4) (Salary + Bonus + Non-Equity Incentive + equity awards valued on accounting basis) (E) ($) | Total(4) (Total Direct Compensation (E) + Change in Pension Value + All Other Compensation) (F) ($) | | A. Bourla | 1,800,000 | 0 | 18,000,000 | 19,800,000 | 19,294,370 | 21,562,064 | | D. Denton | 1,312,500 | 0 | 4,500,000 | 5,812,500 | 4,828,372 | 5,279,536 | | M. Dolsten | 1,612,000 | 0 | 6,000,000 | 7,612,000 | 7,632,333 | 8,858,700 | | D. Lankler | 1,212,750 | 0 | 3,500,000 | 4,712,750 | 4,719,182 | 5,477,798 | | A. Malik | 1,310,400 | 0 | 4,500,000 | 5,810,400 | 4,821,475 | 5,420,734 |

  98. NEO Performance-Year Total Direct Compensation (Performance-Year TDC) and Summary Compensation Table Total Direct Compensation (SCT TDC)

    Note: Dr. Pao and Ms. Hwang’s compensation data are not reported in the supplemental table above. Upon his involuntary termination, Dr. Pao ceased serving as an executive officer and CDO on July 27, 2023 and departed from the company following a transition period on August 15, 2023. Ms. Hwang ceased serving as an executive officer on December 15, 2023 and is currently serving as Advisor to the CEO for transition purposes, until a date to be determined. She will not receive a merit increase in 2024 and her salary is therefore unchanged from 2023. Additionally, Ms. Hwang did not receive a 2024 annual long-term incentive award. Upon termination of employment at the conclusion of the transition period, Ms. Hwang will be involuntarily terminated without cause due to her position being eliminated, and at such time, she will be eligible for a prorated annual incentive award for 2024 under the current terms of the GPP. (1)The performance-year TDC calculation includes the value of the annual long-term incentive grant, attributable to, and in consideration of the individual’s performance in the performance year (made in the following February), without regard to when the annual LTI performance goals are set for PSAs. (2)Amounts reflected are the SCT Total amounts and SCT TDC, both of which reflect the grants made during the year for which the applicable performance goals for PSAs have been set under GAAP rules. The accounting rules provide that PSAs are included when the applicable goals are set; therefore, one-third of the PSAs is included in the SCT TDC in each of the three performance years as a result of the use of three, separately established annual goals. (3)Annual LTI Award (Column C) amounts represent the 2024 annual LTI award value, which includes the value of the TSRUs and the full PSA grant value, and is reflective of LTI awards associated with the NEO’s respective roles. These grant values differ from the accounting values shown in the 2023 SCT. (4)SCT TDC (Column E) includes salary, bonus, non-equity incentive compensation and equity awards made during the year with their value based on accounting rules (which reflects, as applicable, the TSRUs granted in 2023, and the value of one-third of each of the 2021, 2022 and 2023 PSAs). Ms. Hwang did not receive a 2024 annual long-term incentive award. The SCT “Total” (Column F) is composed of Total Direct Compensation (Column E), plus the change in pension value and All Other Compensation.

  99. Angela Hwang (former Chief Commercial Officer (CCO) and President, GBB)

    Angela Hwang (former Chief Commercial Officer (CCO) and President, GBB) Effective December 15, 2023, Ms. Hwang ceased serving as the CCO and President, GBB and agreed to assist with the reorganization and transition of her duties. She is currently serving as Advisor to the Chief Executive Officer continuing until a date to be determined. As a result of the elimination of Ms. Hwang’s role, which the company determined to be an involuntary termination without cause (due to position elimination and reorganization) under the Executive Severance Plan, she will be entitled to severance payments and benefits under the terms of Pfizer’s applicable plans and policies upon her termination of employment. This will include severance under the Executive Severance Plan in accordance with its terms. Outstanding equity awards will be treated in accordance with the terms of the grants with no enhanced treatment.

  100. William Pao (former Chief Development Officer (CDO), EVP)

    William Pao (former Chief Development Officer (CDO), EVP) Effective July 27, 2023, Dr. Pao ceased serving as Chief Development Officer, EVP. Dr. Pao’s position was eliminated leading to his involuntary termination without cause. He was paid his salary until his separation date (August 15, 2023), and he received the following benefits pursuant to the terms of the Executive Severance Plan, which provides for severance benefits to ELT members upon an involuntary termination without cause, and related severance provisions of other plans and programs: •A cash severance payment of $2,394,000, equal to one year’s base salary and target bonus, was paid in the seventh month following his termination (March 2024), consistent with the plan terms (see further description under Executive Severance Plan later in this Proxy Statement). Severance benefits were subject to Dr. Pao’s execution and non-revocation of a release of claims in favor of the company and continued compliance with restrictive covenants and his confidentiality obligations. •A cash payment of $691,939, which represents a prorated target annual incentive award pursuant to the terms of the GPP in effect upon his involuntary termination. This payment was made on September 29, 2023. •Outstanding equity awards were treated in accordance with the terms of the applicable award agreements. •Reimbursement for qualifying financial counseling expenses of up to $15,000 in 2023 and $8,750 for 2024 expenses through August 15, 2024. •Continuation of certain health and insurance coverage for 24 months at active employee rates. The benefits provided are consistent with the terms of the plans and programs in which Dr. Pao participated and no enhanced treatment was provided in connection with his termination. Under the terms of Dr. Pao’s offer letter and the applicable Pfizer plans, the unvested portions of his sign-on awards (including a cash sign-on award, time-based restricted stock units, and credit to the Pfizer Supplemental Savings Plan (PSSP)) vested upon his involuntary termination without cause. The sign-on awards were “make-whole awards” to replace the value of his forfeited equity awards from his prior employer. All payments made to Dr. Pao are consistent with the existing contractual entitlements.

  101. 2023 NEO PERFORMANCE SUMMARIES

    | Aamir Malik Chief U.S. Commercial Officer, EVP4 | | Mr. Malik was responsible for developing and executing near and long term strategies to drive growth for Pfizer. •Successfully negotiated and closed the $43 billion acquisition of Seagen on December 14, 2023, furthering Pfizer’s priority to achieve world-class oncology leadership and to deliver cancer medicines that help patients live better and longer lives. •Led Pfizer’s Portfolio Management Team (the senior-most portfolio governance body), applying rigorous analysis to approve business development investments and prioritize the R&D portfolio, resulting in eight signs of clinical activity, seven proof of concepts, six pivotal study starts, 15 regulatory approvals, and 13 early-stage scientific collaborations executed in 2023. •Launched Pfizer Ignite (a new initiative offering strategic guidance and end-to-end R&D services to select innovative biotech companies aligned with Pfizer’s R&D focus areas), signing collaborations with a number of new innovative biotech companies in 2023. •Drove creation of refreshed Purpose Blueprint, Pfizer’s updated set of strategic goals and priorities that employees will strive to achieve over the next few years. |

  102. SECTION 4 — Benefit Programs

    | Plan/Eligibility | Description of Benefit | | Pension and Savings Plans: •Savings Plan (qualified defined contribution savings plan) •Supplemental Savings Plan (non-qualified plan) •Pension Plan (qualified defined benefit pension plan (frozen*)) •Supplemental Pension Plan (non-qualified plan (frozen*)) * Benefits under the Pension Plan and Supplemental Pension Plan were frozen in 2017 for all participants, although participants may continue to grow into retirement plan milestones. | All eligible colleagues earn retirement benefits through age- and service-weighted annual company-provided Retirement Savings Contributions (RSC) (5%-9%) on salary and bonus to the Pfizer Savings Plan (PSP), and, as applicable, to the Pfizer Supplemental Savings Plan (PSSP), in addition to our matching contributions to these plans. The PSP permits eligible U.S. colleagues, including NEOs, to make pre- and after-tax and/or Roth contributions, from their eligible pay, up to certain limits and to receive company matching contributions. We also maintain the PSSP which permits participants, including NEOs, to make pre-tax contributions in excess of IRC limits on qualified plans and provides applicable matching contributions and the RSC for amounts not permitted under the PSP. The provisions and features of the Pension Plan and Supplemental Pension Plan are described in the narrative accompanying the “2023 Pension Benefits Table” and the “2023 Non-Qualified Deferred Compensation Table.” | | All eligible U.S. colleagues accumulate retirement benefits through the savings plans in the form of elective deferrals, matching contributions and/or the RSC. | | | Insurance Plans Medical, dental, life and long-term disability insurance. | Programs are designed to provide certain basic quality of life benefits and protections to U.S. eligible colleagues, including the NEOs, and at the same time enhance our attractiveness as an employer of choice. The cost of these plans is shared between the colleague and the company. The company’s cost of coverage for the NEOs ranges up to approximately $30,000 annually based on the coverage selected. | | Supplemental Individual Disability Insurance Additional disability insurance coverage. | This is an optional individual disability benefit providing for coverage in excess of the limit provided under the company’s group long-term disability plan. Participants pay the full cost of this additional insurance coverage. | | Deferred Compensation Executives may elect to defer certain compensation into the Deferred Compensation Plan (DCP). | Annual incentive awards and performance share award settlements may be deferred under the DCP. Deferrals into the DCP may be notionally invested in a selection of investment options, Pfizer stock unit funds, and/or a cash equivalent fund. | | Retiree Healthcare Benefits Pfizer maintains post-retirement medical coverage. | Generally, access to post-retirement medical coverage at the colleague’s cost is available to active colleagues who are at least age 55 with at least 10 years of service. A retiree medical subsidy is provided to those colleagues with at least 15 years of service (after age of 40). For U.S. eligible colleagues, including the NEOs, the total company-provided subsidy can range from $61,500 to $275,000 (based on service after age 40, subject to a cap of 25 years, and coverage tier). The subsidy may only be used to cover Pfizer’s share of the cost. Coverage at the retiree’s cost may continue after the subsidy is depleted. | | Executive Severance Plan Provides severance benefits to NEOs (and the other ELT members) in the event of involuntary termination of employment without Cause (including position elimination or reorganization-related termination (other than for Cause)). Severance payments and benefits under the Executive Severance Plan are described in "Estimated Payments and Benefits upon Termination Table.” | Cash severance is equal to the greater of: (a)one times pay (defined as base salary plus target annual incentive), or (b)13 weeks’ pay plus three weeks’ pay per full year of service, subject to a maximum of 104 weeks’ pay. The Committee adopted an executive severance policy, effective in 2023, which provides that without shareholder approval, cash severance paid to our executives (including the NEOs) cannot exceed 2.99 times of base salary and target bonus. Since 2009, the Executive Severance Plan has provided and continues to provide, cash severance with a cap of 2 year's pay (104 weeks), which aligns with the current executive severance policy. In addition to the cash severance, participants may continue participation in certain health and insurance benefits at active employee rates for a period of time and receive outplacement assistance. |

  103. EQUITY AWARD GRANT PRACTICES

    EQUITY AWARD GRANT PRACTICES The Committee’s long-standing practice has been to approve equity awards to eligible colleagues, including the NEOs, at its meeting held in late February (which are then ratified by the independent Directors at the full Board meeting typically, the fourth Thursday of the month). The Committee and full Board meetings are generally scheduled at least one-year in advance. The Committee neither grants equity awards in anticipation of the release of material nonpublic information, nor is the timing of filings of material nonpublic information based on equity award grant dates. Effective for the 2024 equity awards, the Committee approved modifications to Pfizer’s equity award grant practices, such that the grant date of the annual equity awards will be the third business day following the expected Annual Report on Form 10-K filing, but no earlier than the second business day following the actual 10-K filing. The Committee approved the February 2024 annual equity awards at its February 21, 2024 meeting. These awards were then ratified by the independent Directors at the Board’s February 22, 2024 meeting with a grant date of February 27, 2024 (the close of the third business day following the 10-K filing). Equity grants to certain newly hired colleagues, including executive officers, are effective on the last trading day of the month they begin work at Pfizer. Special equity grants to continuing colleagues are effective on the last trading day of the month in which the award is approved or such later date as determined at the time of approval. Where applicable, the exercise/grant price for an award will be equal to the closing market price of our common stock on the grant date. Our equity incentive plan prohibits the repricing or exchange/cash out of equity awards without shareholder approval.

  104. COMPENSATION RECOVERY/CLAWBACK

    COMPENSATION RECOVERY/CLAWBACK The company adopted a clawback policy, effective October 2, 2023, that complies with the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and NYSE rules. The newly adopted policy provides that Pfizer will seek recovery, in the event of a required accounting restatement, of erroneously awarded incentive-based compensation received by current and former executive officers. We have historically maintained a clawback policy, and these recovery/clawback policies are in addition to any policies or recovery requirements provided under the new SEC rules. Our equity and cash incentive awards contain compensation recovery/clawback provisions that authorize the cancellation and/or reduction of outstanding awards and the return of shares and/or cash paid and/or gain realized from an award, if the NEOs, other executives or employees: (i) engage in any activity in competition with the company; (ii) engage in any activity inimical, contrary or harmful to the interests of the company (or directly supervise any employee who engages in such activity) or that violates any company policies; or (iii) disclose or misuse any confidential information or material concerning the company. All equity awards are subject to cancellation or reduction in payout by the Committee during their performance/vesting periods and until they are paid out or settled and for a period of one-year after settlement. Under the terms of the grants, in general, participants will not receive their awards following termination of employment until the original settlement date. In addition, the Compensation Committee may, if permitted by law, make retroactive adjustments to any cash- or equity-based incentive compensation paid to NEOs and other executives upon an accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities law. Where applicable, and as determined by the Committee, we will seek to recover any amounts deemed to have been inappropriately received by any executive officer. Furthermore, in accordance with the terms of the Regulatory and Compliance Committee’s (RCC) Charter, if a government or regulatory action occurs that, in the judgment of the RCC, has caused significant financial or reputational damage to the company or otherwise indicates a significant compliance or regulatory issue within the company, then the RCC shall make a written recommendation 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 the conduct at issue or with direct supervision over an employee that engaged in the conduct at issue should be reduced, extinguished, or recovered.

  105. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  106. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change In Pension Value and Non- Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | A. Bourla Chairman and Chief Executive Officer | 2023 | 1,787,500 | — | 8,745,187 | 8,761,683 | 0 | 8,440 | 2,259,254 | 21,562,064 | | | 2022 | 1,737,500 | — | 9,296,191 | 9,526,444 | 7,650,000 | 2,473,747 | 2,333,571 | 33,017,453 | | | 2021 | 1,687,500 | — | 6,180,808 | 7,050,649 | 8,000,000 | 49,901 | 1,384,361 | 24,353,219 | | D. Denton Chief Financial Officer, EVP(7) | 2023 | 1,296,875 | — | 1,341,079 | 2,190,418 | 0 | — | 451,164 | 5,279,536 | | | 2022 | 833,333 | 5,000,000 | 4,000,012 | 2,250,008 | 1,838,355 | — | 10,522,450 | 24,444,158 | | M. Dolsten Chief Scientific Officer, President, Pfizer Research & Development | 2023 | 1,596,500 | — | 3,115,268 | 2,920,565 | 0 | 413,970 | 812,397 | 8,858,700 | | | 2022 | 1,535,000 | — | 3,471,267 | 2,931,212 | 3,530,972 | — | 749,782 | 12,218,233 | | | 2021 | 1,478,750 | — | 2,531,393 | 3,021,712 | 3,250,000 | — | 633,135 | 10,914,990 | | D. Lankler General Counsel, EVP(8) | 2023 | 1,198,313 | — | 1,817,208 | 1,703,661 | 0 | 196,724 | 561,892 | 5,477,798 | | | 2022 | 1,143,750 | — | 2,160,626 | 1,709,885 | 2,264,931 | — | 547,163 | 7,826,355 | | | 2021 | 1,102,500 | — | 1,587,984 | 1,762,662 | 2,191,860 | — | 484,366 | 7,129,372 | | A. Malik Chief U.S. Commercial Officer, EVP(9) | 2023 | 1,294,800 | — | 1,336,257 | 2,190,418 | 0 | — | 599,259 | 5,420,734 | | A. Hwang Former Chief Commercial Officer and President, Global Biopharmaceuticals Business(10) | 2023 | 1,340,450 | — | 2,336,483 | 2,190,418 | 0 | 146,531 | 679,897 | 6,693,779 | | | 2022 | 1,276,500 | — | 2,661,590 | 2,198,403 | 2,936,438 | — | 673,437 | 9,746,368 | | | 2021 | 1,220,000 | — | 1,975,798 | 2,266,282 | 2,984,700 | — | 586,154 | 9,032,934 | | W. Pao Former Chief Development Officer, EVP(11) | 2023 | 772,500 | 691,939 | 577,860 | 1,703,661 | — | — | 2,505,158 | 6,251,118 | | | 2022 | 937,500 | 5,000,000 | 5,999,988 | — | 1,565,557 | — | 3,760,971 | 17,264,016 |

  107. SUMMARY COMPENSATION TABLE

    (1)Bonus. Shown in this column for 2022 are Mr. Denton and Dr. Pao’s one-time sign-on cash payments. See the Leadership Transition section in the 2023 Proxy Statement. For 2023, the amount shown for Dr. Pao is the pro-rata target bonus payable in accordance with the terms of the GPP in effect at the time of his involuntary termination. (2)Stock Awards. Represents for each year one-third of the grant date fair value of PSAs granted in that year and the prior two years (e.g., for 2023: 2023, 2022 and 2021) in accordance with ASC Topic 718. Consistent with the applicable accounting rules, the amounts listed include one-third of each of these awards, as only the 2023 PSA’s first-year goal, 2022 PSA’s second-year goal and 2021 PSA’s third-year goal of the three-year performance period beginning in 2023 were set in 2023. The maximum potential values of the PSAs at the grant date, February 23, 2023 (using closing stock price of $42.30) based on the units included here (one-third of the grants in 2023, 2022 and 2021 (as applicable)) would be as follows (subject to rounding): Dr. Bourla—$17,490,374; Mr. Denton—$2,682,158; Dr. Dolsten—$6,230,536; Mr. Lankler—$3,634,416; Mr. Malik—$2,672,514; Ms. Hwang—$4,672,966; and Dr. Pao—$1,155,720. The PSA grant date fair values have been determined using Pfizer’s closing stock price on the respective grant date. However, the Committee considered the full value of the annual LTI award (without regard to when performance goals are set) when making the grant, and the below amounts represent the full 2023 grant date fair values (per share/unit) using the closing stock price on February 23, 2023 of $42.30 for the PSAs, and for the 5-Year and 7-Year TSRUs, the Monte Carlo values of $10.60 and $12.18, respectively, as discussed below:

  108. SUMMARY COMPENSATION TABLE

    | | A. Bourla | D. Denton | M. Dolsten | D. Lankler | A. Malik | A. Hwang | W. Pao | | A. PSAs at Target ($) | 8,915,698 | 2,228,914 | 2,971,913 | 1,733,623 | 2,228,914 | 2,228,914 | 1,733,623 | | B. TSRUs ($) | 8,761,683 | 2,190,418 | 2,920,565 | 1,703,661 | 2,190,418 | 2,190,418 | 1,703,661 | | C. 2023 LTI Award (Full Grant Date Fair Value) ($) (A + B) (Subject to Rounding) | 17,677,381 | 4,419,332 | 5,892,478 | 3,437,284 | 4,419,332 | 4,419,332 | 3,437,284 |

  109. SUMMARY COMPENSATION TABLE

    | 2024 Proxy Statement Pfizer | 73 |

  110. SUMMARY COMPENSATION TABLE

    (3)Option Awards. Represents the aggregate grant date fair values of the TSRUs under GAAP. The grant date fair values have been determined in accordance with ASC Topic 718 using the Monte Carlo Simulation model, based on the assumptions and methodologies described in our 2023 Annual Report on Form 10-K (Note 13. Share-Based Payments). (4)Non-Equity Incentive Plan Compensation. Represents annual incentive awards, earned under the GPP for the performance year noted and paid to the NEO early in the following year. As further described in the “Compensation Discussion and Analysis,” NEOs did not receive a payout under the GPP for fiscal year 2023. (5)Change in Pension Value and Non-Qualified Deferred Compensation Earnings. Represents the change in the actuarial present value of the NEO’s accumulated pension benefits in 2023, 2022 and 2021, as applicable, measured against the prior year’s value. The pension amounts reported in the SCT are zero ($0) as the change in value, as applicable, was negative, as follows unless otherwise noted for 2022 and 2021, respectively: Dr. Dolsten—($1,512,532) and ($71,761); Mr. Lankler—($1,320,685) and ($98,472); and Ms. Hwang—($862,403) and ($21,713). The 2022 amount for Dr. Bourla reflects his attainment of the “Rule of 90” (age plus service equal to or greater than 90) in 2022. This provides him with an unreduced pension benefit upon his retirement. Additionally, the value takes into account as a payment his one-time election of a notional transfer to the Pfizer Supplemental Savings Plan of $12,682,274, which was the present value of his post-2004 Supplemental Pension Plan benefit of July 1, 2022. Net of taxes ($182,270), the amount of the transfer was $12,500,004. Further information regarding pension plans is included in “The Pension Plan and Supplemental Pension Plan Summary” later in this Proxy Statement. The pension amount for 2023 represents the difference between the December 31, 2023 and December 31, 2022 present values of age 65 accrued pensions, or the current benefit if the NEO is eligible for an unreduced pension under the Pfizer Consolidated Pension Plan (the Pension Plan or the PCPP) and Pfizer Consolidated Supplemental Pension Plan for U.S. and Puerto Rico Employees (Supplemental Pension Plan), based on the assumptions reflected in the company’s financials as of December 31, 2023, as shown below: a.Discount Rate: 5.45% for qualified pension plans; 5.39% for non-qualified pension plans. b.Lump Sum Interest Rates: For Pfizer Retirement Annuity Plan (the Pfizer Sub-Plan), rates based on implied forward rates developed from the November 2023 full yield curve published by the IRS in December 2023 for Pension Protection Act (PPA) funding calculation purposes, adjusted based on the movement in the Mercer Yield Curve spot rates during December 2023. For Wyeth Retirement Plan U.S. (the Wyeth Sub-Plan), based on Pension Benefit Guaranty Corporation (PBGC) rates derived from 12-year spot rates from the projected full yield curve described in the preceding sentence. c.Percent Electing Lump Sum: i.75% relating to the Pfizer Sub-Plan (only applies to the extent the executive is eligible to receive a lump sum). ii.70% relating to the Pfizer benefit formula in the Supplemental Pension Plan. iii.85% relating to the Wyeth Sub-Plan and the Wyeth benefit formula in the Supplemental Pension Plan. d.Mortality Table for Lump Sum: Unisex mortality table specified by IRC Section 417(e), with projected mortality improvements. e.Mortality Table For Annuities: Pri-2012 annuitant mortality table. No collar adjustments were made for the qualified plan, and a white-collar adjustment was reflected for the non-qualified plan. f.Mortality Improvement Scale for Annuities: MMP-2021 projection scale, which assumes an ultimate rate of improvement of 1.2% for ages below 65 and grades linearly to zero at age 115. The grade-down period to the ultimate rate occurs over a 15-year period based on year of birth, with the grade-down period weighted 67% for birth cohorts and 33% for the ultimate rates of improvement. (6)All Other Compensation. Column amounts represent the incremental cost to the company of perquisites, matching contributions, an RSC and other contributions, as applicable, under the Savings Plan and the Supplemental Savings Plan received by each NEO as detailed in the table below:

  111. SUMMARY COMPENSATION TABLE

    | | Perquisites and Other Compensation | | | | | Employer Contributions | | | | Name | Aircraft Usage ($) | Financial Counseling ($) | Car Usage ($) | Security ($)(a) | Other ($)(b) | Savings Plan ($)(c) | Supplemental Savings Plan ($)(c) | Total ($) | | A. Bourla | 154,520 | 15,000 | 23,733 | 789,495 | 2,443 | 16,500 | 1,257,563 | 2,259,254 | | D. Denton | 70,194 | 15,000 | — | — | 2,871 | 14,488 | 348,611 | 451,164 | | M. Dolsten | 88,856 | 15,000 | — | 14,630 | 1,702 | 42,900 | 649,309 | 812,397 | | D. Lankler | 87,691 | 4,446 | — | 1,110 | 1,107 | 42,900 | 424,638 | 561,892 | | A. Malik | 80,637 | 12,947 | — | — | 1,498 | 37,828 | 466,349 | 599,259 | | A. Hwang | 89,581 | 10,000 | — | — | 2,936 | 42,900 | 534,480 | 679,897 | | W. Pao | — | — | — | — | 2,424,431 | 14,850 | 65,877 | 2,505,158 |

  112. SUMMARY COMPENSATION TABLE

    a.Due to heightened security risks including threats made against our executives, additional security protection, pursuant to an independent security study and the advice of other security experts, has been provided to certain executives, where deemed appropriate, including some of our NEOs. b.Represents the value of incidental items provided in connection with attendance at Pfizer business meetings. Also, includes the nominal values from our colleague-to-colleague recognition program linked to our Pfizer values for all NEOs excluding Messrs. Lankler and Malik. For Mr. Denton and Dr. Pao, includes relocation-related benefits pursuant to our relocation policy of $2,216 and $10,996, respectively. Consistent with our policy for all U.S. relocations, these amounts include certain gross-up payments of $1,081 and $2,972, respectively. Additionally, for Dr. Pao includes accrued unused vacation pay of $19,385 and severance payment of $2,394,000, as further described in the “Estimated Payments and Benefits upon Termination Table” below. For additional details on Dr. Pao’s severance, see the “Leadership Transition” section elsewhere in this Proxy Statement. c.Under the Savings Plan (up to IRC limits) and Supplemental Savings Plan, our NEOs, consistent with all other participants, are eligible for matching contributions of up to 4.5% of their eligible pay (base salary and bonus) and a retirement savings contribution of 5% to 9% (based on age and service) of eligible pay. (7)Effective May 2, 2022, Mr. Denton joined Pfizer as Chief Financial Officer, Executive Vice President; as such he was not an NEO in 2021. (8)Mr. Lankler was not an NEO in 2022. The 2022 data has been added to comply with SEC requirements due to his status as an NEO in 2021 and in 2023. (9)Mr. Malik joined Pfizer in August 2021 and was not an NEO in 2021 and 2022. (10)Effective December 15, 2023, Ms. Hwang ceased serving as an executive officer and will serve as Advisor to the Chief Executive Officer for a transition period. (11)Dr. Pao ceased serving as an executive officer and CDO on July 27, 2023 and departed from the company following a transition period on August 15, 2023. He was not an NEO in 2021.

  113. SUMMARY COMPENSATION TABLE

    | 74 | Pfizer 2024 Proxy Statement |

  114. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    2023 GRANTS OF PLAN-BASED AWARDS TABLE This table provides additional information about non-equity incentive awards and long-term equity incentive awards granted to our NEOs during 2023. The long-term incentive awards were made under the 2019 Stock Plan and are described in the CD&A section “Elements of Our Executive Compensation Program.”

  115. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Units (#) | All Other TSRU Awards: Number of Securities Underlying TSRUs(3)(4) (#) | Exercise or Base Price of TSRU Awards ($/Sh) | Grant Date Fair Value of Stock and TSRU Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target(3) (#) | Maximum (#) | | | | | | A. Bourla | | 0 | 3,575,342 | 8,938,355 | | | | | | | | | | 2/23/2023 | | | | | | | | 413,280 | 42.30 | 4,380,768 | | | 2/23/2023 | | | | | | | | 359,681 | 42.30 | 4,380,915 | | | 2/23/2023 | | | | 0 | 206,742 | 413,484 | | | | 8,745,187 | | D. Denton | | 0 | 1,297,089 | 3,242,723 | | | | | | | | | | 2/23/2023 | | | | | | | | 103,320 | 42.30 | 1,095,192 | | | 2/23/2023 | | | | | | | | 89,920 | 42.30 | 1,095,226 | | | 2/23/2023 | | | | 0 | 31,704 | 63,408 | | | | 1,341,079 | | M. Dolsten | | 0 | 1,596,712 | 3,991,780 | | | | | | | | | | 2/23/2023 | | | | | | | | 137,760 | 42.30 | 1,460,256 | | | 2/23/2023 | | | | | | | | 119,894 | 42.30 | 1,460,309 | | | 2/23/2023 | | | | 0 | 73,647 | 147,294 | | | | 3,115,268 | | D. Lankler | | 0 | 1,078,659 | 2,696,648 | | | | | | | | | | 2/23/2023 | | | | | | | | 80,360 | 42.30 | 851,816 | | | 2/23/2023 | | | | | | | | 69,938 | 42.30 | 851,845 | | | 2/23/2023 | | | | 0 | 42,960 | 85,920 | | | | 1,817,208 | | A. Malik | | 0 | 1,295,014 | 3,237,535 | | | | | | | | | | 2/23/2023 | | | | | | | | 103,320 | 42.30 | 1,095,192 | | | 2/23/2023 | | | | | | | | 89,920 | 42.30 | 1,095,226 | | | 2/23/2023 | | | | 0 | 31,590 | 63,180 | | | | 1,336,257 | | A. Hwang | | 0 | 1,340,671 | 3,351,678 | | | | | | | | | | 2/23/2023 | | | | | | | | 103,320 | 42.30 | 1,095,192 | | | 2/23/2023 | | | | | | | | 89,920 | 42.30 | 1,095,226 | | | 2/23/2023 | | | | 0 | 55,236 | 110,472 | | | | 2,336,483 | | W. Pao | | 0 | 691,939 | 1,729,848 | | | | | | | | | | 2/23/2023 | | | | | | | | 80,360 | 42.30 | 851,816 | | | 2/23/2023 | | | | | | | | 69,938 | 42.30 | 851,845 | | | 2/23/2023 | | | | 0 | 13,661 | 27,322 | | | | 577,860 |

  116. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)Amounts are the threshold, target and maximum annual incentive award payout for the January 1, 2023 - December 31, 2023 performance period. The actual 2023 payout is reported in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column. (2)Amounts are the threshold, target and maximum share payouts under our PSAs. The “target” represents one-third of each of the 2021, 2022 and 2023 PSA grants (as noted earlier in this Proxy Statement). There is no payment for below threshold performance so the amount is zero. See “SCT footnote 2” for further information on the full value of the 2023 PSA grant. (3)Long-term incentive grant values were converted into units using the closing stock price/value on the first trading day of the week of grant. The PSA values were converted using the closing stock price of $42.70 on February 21, 2023; the 5-Year and 7-Year TSRU values were converted into TSRUs using $10.89 and $12.51, respectively, the estimated values using the Monte Carlo Simulation model as of February 21, 2023. PSAs generally vest three years from the grant date. The 5-Year and 7-Year TSRUs also generally vest three years from the grant date and are settled on the fifth or seventh anniversary of the grant date, respectively. (4)Represent the award values as of the grant date (GAAP and as required under Regulation S-K). The values for the PSAs, 5-Year and 7-Year TSRUs are shown at the respective grant date fair values as of: February 23, 2023 of $42.30, $10.60 and $12.18, respectively, in accordance with ASC Topic 718. The performance-based conditions that apply are discussed in the “Performance Share Awards” section detailed earlier in this Proxy Statement.

  117. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | 2024 Proxy Statement Pfizer | 75 |

  118. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table details the outstanding equity awards held by our NEOs as of December 31, 2023.

  119. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | TSRU Awards(2) | | | | Stock Awards(2) | | | | | Name | Grant Date/ Performance Share Period(1) | Number of Securities Underlying Unexercised TSRUs Vested (#) | Number of Securities Underlying Unexercised TSRUs Unvested (#) | TSRU Exercise Price ($) | TSRU Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | A. Bourla | 2/23/2017 | 127,674 | | 27.34 | 2/23/2024 | | | | | | | 2/22/2018 | 238,399 | | 30.17 | 2/22/2025 | | | | | | | 2/28/2019 | 379,995 | | 38.71 | 2/28/2024 | | | | | | | 2/28/2019 | 320,231 | | 38.71 | 2/28/2026 | | | | | | | 2/27/2020 | 582,823 | | 31.31 | 2/27/2025 | | | | | | | 2/27/2020 | 499,353 | | 31.31 | 2/27/2027 | | | | | | | 2/25/2021 | | 491,626 | 33.82 | 2/25/2026 | | | | | | | 2/25/2021 | | 424,782 | 33.82 | 2/25/2028 | | | | | | | 2/24/2022(3) | | 412,081 | 45.96 | 2/24/2027 | | | | | | | 2/24/2022(3) | | 362,427 | 45.96 | 2/24/2029 | | | | | | | 2/23/2023 | | 413,280 | 42.30 | 2/23/2028 | | | | | | | 2/23/2023 | | 359,681 | 42.30 | 2/23/2030 | | | | | | | 1/1/2021–12/31/2023 | | | | | | | 204,320 | 5,882,373 | | | 1/1/2022–12/31/2024(3) | | | | | | | 205,133 | 5,905,779 | | | 1/1/2023–12/31/2025 | | | | | | | 210,773 | 6,068,155 | | D. Denton | 5/31/2022 | | 80,703 | 53.04 | 5/31/2027 | | | | | | | 5/31/2022 | | 70,313 | 53.04 | 5/31/2029 | | | | | | | 2/23/2023 | | 103,320 | 42.30 | 2/23/2028 | | | | | | | 2/23/2023 | | 89,920 | 42.30 | 2/23/2030 | | | | | | | 5/31/2022(2) | | | | | 32,587 | 938,182 | | | | | 1/1/2022–12/31/2024 | | | | | | | 42,421 | 1,221,301 | | | 1/1/2023– 12/31/2025 | | | | | | | 52,693 | 1,517,031 |

  120. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 76 | Pfizer 2024 Proxy Statement |

  121. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | TSRU Awards(2) | | | | Stock Awards(2) | | | | | Name | Grant Date/ Performance Share Period(1) | Number of Securities Underlying Unexercised TSRUs Vested (#) | Number of Securities Underlying Unexercised TSRUs Unvested (#) | TSRU Exercise Price ($) | TSRU Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | M. Dolsten | 2/27/2020 | 224,163 | | 31.31 | 2/27/2025 | | | | | | | 2/27/2020 | 192,059 | | 31.31 | 2/27/2027 | | | | | | | 2/25/2021(3) | | 210,697 | 33.82 | 2/25/2026 | | | | | | | 2/25/2021(3) | | 182,050 | 33.82 | 2/25/2028 | | | | | | | 2/24/2022(3) | | 126,794 | 45.96 | 2/24/2027 | | | | | | | 2/24/2022(3) | | 111,516 | 45.96 | 2/24/2029 | | | | | | | 2/23/2023 | | 137,760 | 42.30 | 2/23/2028 | | | | | | | 2/23/2023 | | 119,894 | 42.30 | 2/23/2030 | | | | | | | 3/3/2022(4) | | | | | 66,496 | 1,914,431 | | | | | 3/3/2022(4) | | | | | 43,355 | 1,248,176 | | | | | 11/7/2022(4) | | | | | 53,302 | 1,534,551 | | | | | 11/7/2022(4) | | | | | 29,477 | 848,638 | | | | | 1/1/2021–12/31/2023(3) | | | | | | | 87,565 | 2,520,996 | | | 1/1/2022–12/31/2024(3) | | | | | | | 63,118 | 1,817,167 | | | 1/1/2023–12/31/2025 | | | | | | | 70,258 | 2,022,728 | | D. Lankler | 2/23/2017 | 95,755 | | 27.34 | 2/23/2024 | | | | | | | 2/22/2018 | 85,824 | | 30.17 | 2/22/2025 | | | | | | | 2/28/2019 | 94,998 | | 38.71 | 2/28/2024 | | | | | | | 2/28/2019 | 80,058 | | 38.71 | 2/28/2026 | | | | | | | 2/27/2020 | 156,914 | | 31.31 | 2/27/2025 | | | | | | | 2/27/2020 | 134,441 | | 31.31 | 2/27/2027 | | | | | | | 2/25/2021 | | 122,907 | 33.82 | 2/25/2026 | | | | | | | 2/25/2021 | | 106,195 | 33.82 | 2/25/2028 | | | | | | | 2/24/2022 | | 63,397 | 45.96 | 2/24/2027 | | | | | | | 2/24/2022 | | 55,758 | 45.96 | 2/24/2029 | | | | | | | 2/28/2022 | | 10,566 | 46.94 | 2/28/2027 | | | | | | | 2/28/2022 | | 9,294 | 46.94 | 2/28/2029 | | | | | | | 2/23/2023 | | 80,360 | 42.30 | 2/23/2028 | | | | | | | 2/23/2023 | | 69,938 | 42.30 | 2/23/2030 | | | | | | | 1/1/2021–12/31/2023 | | | | | | | 51,080 | 1,470,593 | | | 1/1/2022–12/31/2024 | | | | | | | 31,559 | 908,584 | | | 1/1/2022–12/31/2024 | | | | | | | 5,260 | 151,435 | | | 1/1/2023–12/31/2025 | | | | | | | 40,984 | 1,179,929 |

  122. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 2024 Proxy Statement Pfizer | 77 |

  123. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | TSRU Awards(2) | | | | Stock Awards(2) | | | | | Name | Grant Date/ Performance Share Period(1) | Number of Securities Underlying Unexercised TSRUs Vested (#) | Number of Securities Underlying Unexercised TSRUs Unvested (#) | TSRU Exercise Price ($) | TSRU Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | A. Malik | 2/24/2022 | | 84,529 | 45.96 | 2/24/2027 | | | | | | | 2/24/2022 | | 74,344 | 45.96 | 2/24/2029 | | | | | | | 2/23/2023 | | 103,320 | 42.30 | 2/23/2028 | | | | | | | 2/23/2023 | | 89,920 | 42.30 | 2/23/2030 | | | | | | | 8/31/2021(2) | | | | | 47,263 | 1,360,688 | | | | | 1/1/2022–12/31/2024 | | | | | | | 42,079 | 1,211,454 | | | 1/1/2023–12/31/2025 | | | | | | | 52,693 | 1,517,031 | | A. Hwang | 2/23/2017 | 17,732 | | 27.34 | 2/23/2024 | | | | | | | 2/22/2018 | 47,680 | | 30.17 | 2/22/2025 | | | | | | | 2/28/2019 | 126,665 | | 38.71 | 2/28/2024 | | | | | | | 2/28/2019 | 106,743 | | 38.71 | 2/28/2026 | | | | | | | 2/27/2020 | 179,330 | | 31.31 | 2/27/2025 | | | | | | | 2/27/2020 | 153,647 | | 31.31 | 2/27/2027 | | | | | | | 2/25/2021 | | 158,023 | 33.82 | 2/25/2026 | | | | | | | 2/25/2021 | | 136,537 | 33.82 | 2/25/2028 | | | | | | | 2/24/2022 | | 95,095 | 45.96 | 2/24/2027 | | | | | | | 2/24/2022 | | 83,637 | 45.96 | 2/24/2029 | | | | | | | 2/23/2023 | | 103,320 | 42.30 | 2/23/2028 | | | | | | | 2/23/2023 | | 89,920 | 42.30 | 2/23/2030 | | | | | | | 1/1/2021–12/31/2023 | | | | | | | 65,674 | 1,890,754 | | | 1/1/2022–12/31/2024 | | | | | | | 47,339 | 1,362,890 | | | 1/1/2023–12/31/2025 | | | | | | | 52,693 | 1,517,031 | | W. Pao | 2/23/2023 | | 12,681 | 42.30 | 2/23/2028 | | | | | | | 2/23/2023 | | 11,036 | 42.30 | 2/23/2030 | | | | | | | 1/1/2023–12/31/2025 | | | | | | | 6,467 | 186,193 |

  124. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (1)Subject to rounding. We have included a column showing the grant dates of TSRUs, RSUs, Profit Units (PTUs) and the associated performance periods for the PSAs. The PSAs shown represent the full grant for the applicable grant date (irrespective of when the goals are set). Under the terms of the vested TSRUs, retirement eligible colleagues may “exercise” their vested TSRUs and convert them to PTUs which are settled on the settlement date of the underlying TSRUs. The PTUs noted above include the dividend equivalent units accrued from the exercise date to year-end, as applicable; however the dividend equivalent units are not included in the tables below. (2)All TSRUs vest on the third anniversary of grant date and are settled on the 5th or 7th anniversary of grant, as applicable. Mr. Denton’s RSUs vest 50% on each of the first and second anniversaries of the grant date. Mr. Malik’s RSUs vest on the third anniversary of the grant date. (3)Dr. Bourla’s February 24, 2022 annual grant consists of the following awards (subject to rounding), that are not eligible for retirement treatment and vest on the third anniversary of the grant:

  125. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Grant Date | 5-Year TSRUs | 7-Year TSRUs | PSAs | | 2/24/2022 | 105,662 | 92,930 | 52,598 |

  126. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 78 | Pfizer 2024 Proxy Statement |

  127. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    Dr. Dolsten’s annual grants (detailed below) include the following awards (subject to rounding), that are not eligible for retirement treatment and vest on the third anniversary of the grant:

  128. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Grant Date | 5-Year TSRUs | 7-Year TSRUs | PSAs | | 2/25/2021 | 35,116 | 30,342 | 14,594 | | 2/24/2022 | 21,132 | 18,586 | 10,520 |

  129. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (4)Dr. Dolsten exercised the following TSRUs and received the following resulting PTUs:

  130. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Exercise Date | TSRUs Exercised | TSRUs | PTUs | Distribution Date | | 3/3/2022 | TSRU 2017 7YR | 127,674 | 62,022 | 2/23/2024 | | 3/3/2022 | TSRU 2019 5YR | 158,331 | 40,437 | 2/28/2024 | | 11/7/2022 | TSRU 2018 7YR | 127,146 | 50,938 | 2/22/2025 | | 11/7/2022 | TSRU 2019 7YR | 133,430 | 28,170 | 2/28/2026 | | | Total: | | 181,567 | |

  131. 2023 OPTION/TSRU EXERCISES AND STOCK VESTED TABLE

    2023 OPTION/TSRU EXERCISES AND STOCK VESTED TABLE The following table provides additional information about the value realized by the NEOs on TSRU award settlements and unit award vesting that occurred during 2023. Note: The “exercises” of the TSRUs listed above are not reported in the table below until the PTUs are distributed on the original TSRU settlement date and they are shown in the Profit Units column. The information from this table and tables from prior years was used in the realized pay table elsewhere in this Proxy Statement.

  132. 2023 OPTION/TSRU EXERCISES AND STOCK VESTED TABLE

    | | TSRU Awards | | | Option Awards | | Restricted Stock/Restricted Stock Units/Profit Units(1) | | | Performance Shares 2020-2022 Paid February 2023(2) | | | | Name | Number of Shares Acquired on Exercise (#) | Number of Shares Withheld to Cover Taxes (#) | Value Realized on Exercise ($)(3) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Number of Shares Withheld to Cover Taxes (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting (#) | Number of Shares Withheld to Cover Taxes (#) | Value Realized on Vesting ($) | | A. Bourla | — | — | — | — | — | 224,410 | 105,413 | 9,418,948 | 355,999 | — | 14,517,641 | | D. Denton(4) | — | — | — | — | — | 31,778 | 16,223 | 1,208,193 | — | — | — | | M. Dolsten | — | — | — | — | — | 153,481 | 69,670 | 6,321,653 | 136,922 | — | 5,583,672 | | D. Lankler | — | — | — | — | — | 102,610 | 46,267 | 4,292,988 | 95,846 | — | 3,908,601 | | A. Hwang(3) | 33,572 | 13,789 | 1,415,676 | — | — | — | — | — | 109,539 | — | 4,466,984 | | W. Pao(4) | — | — | — | — | — | 121,656 | 67,277 | 4,521,535 | — | — | — |

  133. 2023 OPTION/TSRU EXERCISES AND STOCK VESTED TABLE

    Note: This table excludes Mr. Malik as he did not have any LTI award settlements in 2023. (1)The amounts reported in this column represent the payment of PTUs from the exercises on December 16, 2022 for Dr. Bourla, November 11, 2021 and December 17, 2021 for Dr. Dolsten, and December 14, 2022 for Mr. Lankler of TSRUs granted on February 25, 2016 and February 22, 2018 that settled on February 25, 2023 and February 22, 2023, respectively. The fair market values for the PTUs at settlement were $41.75 and $42.38 for the February 25, 2016 and February 22, 2018 grants, respectively. Additionally, Drs. Bourla and Dolsten and Mr. Lankler deferred the dividend equivalent units resulting from the PTUs award, in the amount of $34,851, $132,897 and $21,181, respectively. The amount also includes RSUs for Mr. Denton and Dr. Pao as disclosed in note 4 (below). (2)Represents PSAs earned over the 2020-2022 performance period which were denominated in shares and then converted and paid in cash based on the fair market value of $40.78 per share on February 27, 2023. (3)Represents TSRUs, which were granted on: (i) February 25, 2016, and settled on February 25, 2023, using the settlement price (20-day average) of $43.44 and a fair market value of $41.75; and (ii) February 22, 2018, and settled on February 22, 2023, using the settlement price (20-day average) of $43.70 and a fair market value of $42.38. (4)Mr. Denton’s RSUs represent the first 50% of the RSU award granted on May 31, 2022, which vested and was distributed on May 31, 2023 at a fair market value of $38.02. The remaining 50% will vest on the second anniversary of the grant date. Dr. Pao’s RSUs represents the RSU award granted on March 31, 2022, one-third of which vested and was distributed on March 31, 2023 at a fair market value of $40.80. The remaining two-thirds vested due to his involuntary termination on August 15, 2023 at a fair market value of $35.39.

  134. 2023 PENSION BENEFITS TABLE(1)

    2023 PENSION BENEFITS TABLE(1)

  135. 2023 PENSION BENEFITS TABLE(1)

    | Name | Plan Name | Number of Years of Credited Service (#) | Age 65 Single-Life Annuity Payment ($) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | Immediate Annuity Payable on 12/31/2023 ($) | Lump Sum Value ($) | | A. Bourla(3) | Pension Plan | 24 | 99,747 | 1,296,531 | — | 99,747 | 1,253,181 | | | Supplemental Plan | | 8,697 | 92,120 | — | 8,697 | 97,206 | | M. Dolsten(4) | Pension Plan | 9 | 41,404 | 532,437 | — | 41,404 | 516,899 | | | Supplemental Plan | | 431,209 | 5,479,434 | — | 431,209 | 5,288,936 | | D. Lankler(5) | Pension Plan | 18 | 64,207 | 669,827 | — | 52,681 | 733,231 | | | Supplemental Plan | | 237,457 | 2,388,311 | — | 189,357 | 2,607,312 | | A. Hwang | Pension Plan | 21 | 86,987 | 736,126 | — | 62,921 | 854,809 | | | Supplemental Plan | | 142,914 | 1,207,599 | — | 103,374 | 1,404,395 |

  136. 2023 PENSION BENEFITS TABLE(1)

    (1)Messrs. Denton and Malik and Dr. Pao did not participate in these plans. (2)Based on the December 31, 2023 assumptions used in determining our financial statement disclosure. See the “Summary Compensation Table” footnote, for the assumptions used. (3)The benefits shown for Dr. Bourla reflect an offset attributable to the value of 12,797,337 Greek drachma (GRD) in cumulative employer contributions that Pfizer made to the Greek TSAY (Greece Fund for Health Professionals), a government sponsored plan on his behalf from 1993 to 1999. For this purpose, benefits were converted from GRD to United States dollars (USD) using exchange rates (.003119) and (.003252) as of December 31, 2022 and December 31, 2023, respectively. (4)The retirement benefits for Dr. Dolsten attributable to service prior to 2012 are based on the provisions of the Wyeth Sub-Plan formula and the Wyeth Supplemental Executive Retirement Plan formula. (5)The retirement benefits for Mr. Lankler attributable to service prior to 2012 are based on the provisions of the Warner-Lambert Sub-Plan formula and the Warner-Lambert Company Supplemental Pension Income Plan formula. The PCPP retains both the Pfizer and legacy company pension formulas, including: the Wyeth Retirement Plan U.S. (the Wyeth Sub-Plan), the Warner-Lambert Retirement Plan (the Warner-Lambert Sub-Plan) and the Pfizer Retirement Annuity Plan (the Pfizer Sub-Plan) formulas. Included are benefits earned under the related Supplemental Pension Plan, which includes both the Pfizer and legacy company pension formulas including the Wyeth Supplemental Executive Retirement Plan and the Warner-Lambert Company Supplemental Pension Income Plan (collectively, the Supplemental Plans). Pension benefits for all eligible U.S.-based colleagues, including the eligible NEOs, were provided under the Pension Plan and Supplemental Plan formulas. For the purpose of computing the “Lump Sum Value” shown in the table (above), interest rates as of January 1, 2024 are 5.58% for annuity payments expected to be made during the first 5 years, 5.66% for payments after 5 and up to 20 years, and 5.56% for payments made after 20 years. For the portion of the Wyeth formula benefit accrued prior to January 1, 2012, the lump sum assumption as of January 1, 2024 is based on the Unisex 1994 Group Annuity Mortality table blended 50% Male and 50% Female, and an interest rate of 3.30%, which is based on PBGC rates derived from the 12-year spot rates from the full yield curve developed for purposes of calculating lump sums under IRC Section 417(e). We have presented additional information in the table in lieu of a sub-table and to enhance the narrative that follows the table. We have included an additional column titled “Age 65 Single-Life Annuity Payment” in the table above. This column represents the amount payable upon attaining age 65 (or current age, if later), assuming termination of employment on December 31, 2023, except for Mr. Lankler whose Warner- Lambert Sub-Plan benefits were determined as of age 62 (the earliest unreduced retirement age under the Warner-Lambert Sub-Plan). The immediately payable pension benefit and the lump sum value of that benefit for those NEOs who meet the criteria for benefit commencement under the Pension Plan are also listed in the table above. For Mr. Lankler, the benefit earned prior to 2012 is not payable as a lump sum, and thus the lump sums shown for this portion of his benefit are illustrative. The lump sum values for Mr. Lankler’s benefits based on the Warner-Lambert Sub-Plan formula are the present values of the 50% joint and survivor annuity.

  137. 2023 PENSION BENEFITS TABLE(1)

    | 80 | Pfizer 2024 Proxy Statement |

  138. Early Retirement Provisions

    Early Retirement Provisions Under the Pfizer Sub-Plan and Pfizer Supplemental Plan, the normal retirement age is 65. Colleagues may begin benefits earlier, subject to the following provisions: •If a colleague terminates employment where the sum of their age and years of service equals or exceeds 90, the colleague is entitled to receive an unreduced early payment of either an annuity or an equivalent lump sum. Dr. Bourla attained this milestone during 2022. •If a colleague retires on or after age 55 having 10 or more years of service, the colleague may elect to receive either an early retirement annuity or lump sum payment, reduced by 4% per year for each year (prorated for partial years) that the benefit commences between the benefit commencement date and age 65. Dr. Dolsten attained this milestone in 2018. Ms. Hwang and Mr. Lankler attained this milestone during 2020. If a colleague with a vested benefit does not satisfy any of the above criteria, the colleague may elect to receive an annuity starting on or after age 55, reduced by 6% per year for each year (prorated for partial years) prior to age 65, certain exclusions apply. Under the Warner-Lambert Sub-Plan and Warner-Lambert Supplemental Plan, the normal retirement age is 65. Colleagues may begin benefits earlier, subject to the following provision: •If a colleague retires on or after age 55 having 5 or more years of service, the colleague may elect to receive an early retirement annuity (or lump sum, if elected within 6 months of termination) on an unreduced basis beginning at age 62 or on a reduced basis prior to age 62 reflecting a reduction of 3% per year for each year (prorated for partial years) between the later of age 60 or the benefit commencement date and age 62 and by 6% per year for each year (prorated for partial years) that the benefit commences between the benefit commencement date (if earlier than age 60) and age 60. Mr. Lankler attained this milestone during 2020. Under the Wyeth Sub-Plan and Wyeth Supplemental Executive Retirement Plan, the normal retirement age is 65. Colleagues may begin benefits earlier, subject to the following provisions: •If a colleague retires on or after age 55 having 10 or more years of service, the colleague may elect to receive either an early retirement annuity or lump sum payment, reduced by 3% per year for each year (prorated for partial years) that the benefit commences between the benefit commencement date and age 65. Dr. Dolsten attained this milestone in 2018. If a colleague with a vested benefit does not satisfy the above criteria, the colleague may elect to receive an annuity or lump sum payment starting on or after age 55, reduced actuarially using a 7.50% interest rate and the GATT2003 mortality table, for the period from age 65 to the benefit commencement date.

  139. Early Retirement Provisions

    | 82 | Pfizer 2024 Proxy Statement |

  140. 2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)

    2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1) This table summarizes activity during 2023 and account balances in our various non-qualified savings and deferred compensation plans for our NEOs. The PSSP and DCP plans permit the executives to defer eligible earnings on a pre-tax basis. Other than employer contributions to the PSSP, the account balances in these plans are generally attributable to employee deferrals of previously earned compensation and the earnings on amounts in the plans. In addition to employee deferrals, generally, the PSSP has two types of company contributions: company matching contributions and the RSC, described in more detail below. The PSSP is a non-qualified supplemental savings plan that provides for the deferral of compensation, related company matching contributions based on the executive’s contributions and the RSC that otherwise could have been made under the related tax-qualified PSP but for the application of certain IRC limitations. In addition, the PSSP accepts transfers of Post-2004 Supplemental Pension Plan benefits into the plan which are treated as re-deferrals as required by IRC Section 409A.

  141. 2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)

    | Name | Plan(2) | Executive Contributions in 2023 ($) | Pfizer Contributions in 2023 ($)(3) | Aggregate Earnings in 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2023 ($)(4) | | A. Bourla | PSSP | 637,525 | 1,257,563 | 20,776 | — | 25,707,209 | | | Deferred PSA | — | — | (5,495,465) | — | 7,920,119 | | | Deferred RSU | 32,873 | — | (1,352,123) | — | 1,944,878 | | | Total: | 670,398 | 1,257,563 | (6,826,812) | — | 35,572,206 | | D. Denton | PSSP | 130,390 | 348,611 | 1,944,237 | — | 11,595,002 | | | Total: | 130,390 | 348,611 | 1,944,237 | — | 11,595,002 | | M. Dolsten | PSSP | 287,848 | 649,309 | 4,880 | — | 6,097,264 | | | Deferred RSU | 125,413 | — | (951,322) | — | 18,264,829 | | | Total: | 413,261 | 649,309 | (946,442) | — | 24,362,093 | | D. Lankler | PSSP | 187,995 | 424,638 | (11,790) | — | 6,053,423 | | | Deferred RSU | 19,979 | — | (4,839) | — | 15,140 | | | Total: | 207,974 | 424,638 | (16,629) | — | 6,068,563 | | A. Malik | PSSP | 955,731 | 466,349 | 639,188 | — | 4,041,703 | | | Deferred GPP | 1,514,301 | — | 282,072 | — | 1,796,373 | | | Total: | 2,470,032 | 466,349 | 921,260 | — | 5,838,076 | | A. Hwang | PSSP | 236,813 | 534,480 | (895,756) | — | 2,599,910 | | | Deferred PSA | — | — | (76,817) | — | 110,710 | | | Total: | 236,813 | 534,480 | (972,573) | — | 2,710,620 | | W. Pao | PSSP | 125,101 | 65,877 | 567,132 | — | 3,592,559 | | | Total: | 125,101 | 65,877 | 567,132 | — | 3,592,559 |

  142. 2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)

    (1)Contribution amounts in this table have been reflected in the “Summary Compensation Table” and prior years’ summary compensation tables, as applicable (based on the year contributions were earned). Aggregate earnings are not reflected in the “Summary Compensation Table” and were not reflected in prior years’ summary compensation tables. For Dr. Bourla’s contributions, see Footnote 4 below. (2)The PSSP contributions were based on the executive’s deferral election and the salary shown in the “Summary Compensation Table,” as well as annual incentive awards paid in 2023, previously reported in 2022. For Dr. Dolsten, the reported PSSP values include legacy Wyeth Supplemental Employee Savings Plan (Wyeth SESP) earnings and balances that he participated in prior to 2012. The Wyeth SESP is an unfunded, non-qualified supplemental savings plan. A rabbi trust was established to meet all or a portion of our obligations under the Wyeth SESP. (3)Represents PSSP company matching contributions and RSC earned in 2023 and reported in the “Summary Compensation Table” under the “All Other Compensation” column. (4)Amounts reported in the Aggregate Balance column reflect the cumulative value of the NEOs’ account balances, including employee contributions, company matching contributions/RSC, other employer contributions, withdrawals and investment earnings thereon as of December 31, 2023. The amounts reported do not include the fourth quarter 2023 matching contributions or the RSC earned in 2023 because they were credited in early 2024; such amounts are included under the “Pfizer Contributions in 2023” column and in the “Summary Compensation Table” under the “All Other Compensation” column (based on the year contributions were earned). Additionally, the amount in the “Aggregate Balance” column reported for Dr. Bourla includes a one-time notional transfer of $12,500,004 from the post-2004 Supplemental Pension Plan benefit to the PSSP in August 2022.

  143. 2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)

    | 2024 Proxy Statement Pfizer | 83 |

  144. Savings Plan

    Savings Plan The PSP is a tax-qualified retirement savings plan into which participating colleagues may contribute a percentage of their salary and bonus (regular earnings).

  145. Savings Plan

    | Participants | Employee Contributions | Company Matching Contributions | Timing | Tax Law Restrictions | | All NEOs | Up to 30% of “regular earnings” on a pre-tax basis, Roth basis and/or after-tax basis subject to IRC earnings cap of $330,000 | Matching contributions are equal to 100% of the first 3% of “regular earnings” contributed and 50% of the next 3% of “regular earnings” contributed | Immediately vested; matching contributions are made shortly after the end of each quarter provided the employee is employed at the end of each quarter, unless the employee terminated employment due to retirement, death or disability. Distributable as a lump sum or in partial payments | “Annual Additions”* limited to $66,000 ($73,000 if over age 50) Elective annual deferrals (pre-tax/Roth basis) limited to $22,500 ($30,000 if over age 50) |

  146. Savings Plan

    * Includes matching contributions, RSC, pre-tax contributions, Roth contributions and after-tax contributions.

  147. POTENTIAL PAYMENTS UPON DISABILITY, DEATH, RETIREMENT OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON DISABILITY, DEATH, RETIREMENT OR CHANGE IN CONTROL The NEOs are eligible for the following potential payments upon terminations due to disability, death, retirement or a termination following a change in control (subject to the plan provisions):

  148. POTENTIAL PAYMENTS UPON DISABILITY, DEATH, RETIREMENT OR CHANGE IN CONTROL

    | Disability | | | Benefits Program | •Company-paid long-term disability benefit equal to 50% of pay (salary and bonus) with optional employee purchase of 60% or 70% of pay. Covered pay maximum $500,000. Individual supplemental policy, if employee has purchased it, may provide a higher coverage. •Health and life insurance benefits for 24 months for those who are approved to receive long-term disability benefits due to an injury or illness. •Savings Plan and Supplemental Savings Plan contributions will cease for those who are terminated due to disability (after short-term disability ends). | | Long-Term Incentive Program | •Vested TSRUs/PTUs will settle on the original settlement date. •Unvested TSRUs will continue to vest and settle on the original settlement date. •PSAs will continue to vest and settle based on the actual performance at the end of the performance period. •RSUs will continue to vest and be paid according to the original vesting schedule. | | Death | | | Benefits Program | •Life insurance death benefits of one times pay (salary plus bonus) with a maximum death benefit of $2.0 million. •Additional death benefits of up to eight times pay (salary plus bonus), if the employee purchased additional coverage with a maximum supplemental death benefit of $4.0 million. •Upon the death of an employee, pension and savings plan benefits and deferred compensation are payable in accordance with the terms of the plans and the executive’s prior elections (if any). Additionally, health insurance coverage continues for family members at no cost for three months, and afterwards either COBRA or retiree medical coverage (if eligible) is available. | | Long-Term Incentive Program | •Vested TSRUs/PTUs are immediately settled. •Unvested TSRUs are vested and settled. •PSAs immediately vest and are paid out at target. •RSUs immediately vest and are paid in full. | | Retirement | | | Benefits Program | •See “Pension and Savings Plans” and “Retiree Healthcare Benefits” for further information on health care, pension and savings plan benefits under Pfizer’s plans. | | Long-Term Incentive Program | If a participant retires after attaining either age 62 with 5 years of continuous and uninterrupted service (for annual grants starting in 2022) or 55 with 10 years of continuous and uninterrupted service, both measured from the most recent hire date, or after attaining age and years of service totaling 90 or more after the first anniversary of the grant date: •Vested TSRUs/PTUs will be settled on the original settlement date. •Unvested TSRUs continue to vest and will be settled on the original settlement date. •PSAs will continue to vest and will be settled based on the actual performance at the end of the performance period. •RSUs (other than off-cycle grants) will continue to vest and be paid at the end of the original vesting schedule. ◦Off-cycle grants are typically forfeited. Generally, if retirement occurs prior to the first anniversary of the grant date, the unvested portion of these long-term incentive awards is forfeited. Based on age and years of service, all active NEOs (excluding Messrs. Denton and Malik) are currently eligible for retirement treatment and had long-term incentive awards with a value of $10,273,855 for Dr. Bourla, $3,615,132 for Dr. Dolsten, $2,530,612 for Mr. Lankler and $3,253,644 for Ms. Hwang, as of December 31, 2023 had they retired on that date. These amounts do not include $4,076,627 for Dr. Bourla, $6,493,576 for Dr. Dolsten, $1,555,028 for Mr. Lankler and $1,031,950 for Ms. Hwang, representing the current value of their vested but unsettled TSRUs (and PTUs, as applicable) as of December 31, 2023. The actual amount received by these NEOs for their long-term incentive awards will be determined on the settlement date (in respect of TSRUs, PTUs and PSAs) based on the values at the respective time and is not tied to retirement or other separation from service. | | Change in Control | | | Long-Term Incentive Program | If a participant’s employment is terminated other than for Cause within 24 months following a change in control: •Vested TSRUs/PTUs will settle on the original settlement date. •Unvested TSRUs will continue to vest and settle on the original settlement date. •PSAs will continue to vest and are settled based on the actual performance at the end of the performance period. •RSUs will continue to vest and be paid according to the original vesting schedule. |

  149. POTENTIAL PAYMENTS UPON DISABILITY, DEATH, RETIREMENT OR CHANGE IN CONTROL

    | 86 | Pfizer 2024 Proxy Statement |

  150. CEO Pay Ratio

    CEO Pay Ratio The 2023 annual total compensation for Dr. Bourla was 291 times the annual total compensation of the median-paid employee as follows:

  151. CEO Pay Ratio

    | Annual Total Compensation | | | Albert Bourla: | $21,562,064(1) | | Median-Paid Employee | $74,008(2) | | Ratio | 291:1 |

  152. CEO Pay Ratio

    (1)As reported in the “Total” column of the Summary Compensation Table. (2)Cash compensation (including overtime pay) of $66,427; equity of $0; change in pension of $0 plus all other compensation of $7,581. The annual total compensation for purposes of the pay ratio was determined using the requirements for the SCT. As permitted under the SEC disclosure rules, the same median-paid employee selected for the 2023 Proxy Statement has been identified as the median-paid employee for the second year in this 2024 Proxy Statement, as there were no significant changes in our employee population (as of November 1, 2023) or to the median-paid employee’s compensation arrangements in 2023 that would significantly affect the pay ratio disclosure. As the median-paid employee was located outside of the U.S., the annual total compensation was converted to U.S. dollars using the spot exchange rate as of the last business day of the year (December 29, 2023). To identify the median-paid employee for the 2023 Proxy Statement (who is also the median-paid employee for the 2024 Proxy Statement), we took the following steps: 1.Calculated the annual total cash compensation (annual base salary rate + actual incentive bonus paid during the prior 12 months, if applicable) for all employees of the company as of November 1, 2022. We believe that annual total cash compensation is a consistently applied compensation measure at Pfizer and most appropriate for determining the median-paid employee, as annual LTI awards are not granted widely to employees. We used actual annual total cash compensation (converted to USD based on the foreign exchange rate in effect on the last day of the prior month (October 31, 2022)), and did not make any assumptions or adjustments to the amounts determined. 2.The median-paid employee is selected by ranking the annual total cash compensation from lowest to highest of all employees (excluding the CEO, but including the other NEOs, full-time and part-time employees and employees on leave). In the event that there are multiple employees with compensation that is substantially similar to the median total cash compensation, this subset data is resorted by employee identification numerical order. The median employee from this subset with the substantially similar median compensation ultimately will be deemed to be the median-paid employee.

  153. Pay–Versus–Performance Table (2020-2023)

    | | Summary Compensation Table (SCT) Total for CEO* ($) | Compensation Actually Paid to CEO(1)/(2)/(3) ($) | Average SCT Total for (non-CEO) NEOs* ($) | Average Compensation Actually Paid to (non-CEO) NEOs(1)/(2)/(3) ($) | Value of initial fixed $100 investment based on | | (GAAP) | Company Selected Measure (Non-GAAP) | | Year | | | | | TSR (Pfizer) ($) | TSR (Peer Group)** ($) | Net Income ($B) | Adj. Net Income*** ($B) | | 2023 | 21,562,064 | (62,146,536) | 6,330,278 | (9,473,859) | 91 | 156 | 2.12 | 11.24 | | 2022 | 33,017,453 | 5,662,152 | 14,842,288 | 8,437,687 | 154 | 144 | 31.37 | 39.12 | | 2021 | 24,353,219 | 115,175,594 | 9,289,461 | 40,940,768 | 172 | 134 | 21.98 | 25.24 | | 2020 | 21,033,570 | 29,667,753 | 9,599,590 | 11,911,035 | 103 | 109 | 9.16 | 16.73 |