DEF 14A of Pfizer Inc, Mar 13, 2025

DEF 14A of Pfizer Inc

Filed Mar 13, 2025 · FY20240000078003-25-000062

Open on EDGAR

  1. BOARD REFRESHMENT

    BOARD REFRESHMENT Pfizer has a world-class, highly engaged Board with Directors providing the relevant expertise, skills and experiences essential to overseeing the company’s business needs and overall strategy. In support of Pfizer’s science-led transformation, our Board includes members with deep knowledge in science and medicine, as well as those with significant experience in business leadership, finance, financial markets, public policy and technology. We welcomed two distinguished leaders to our Board in 2024 following a thoughtful evaluation process to identify candidates who would complement the Board’s collective skills and bring a fresh business lens to discussions. Cyrus Taraporevala, former President and CEO of State Street Global Advisors, joined the Board in July, and Mortimer (Tim) Buckley, former Chairman and CEO of The Vanguard Group, Inc., joined the Board in October. Cyrus contributes to the Board’s extensive knowledge of global strategy, executive leadership in active and index investment management, and experience in driving organic and inorganic growth. At Vanguard, Tim led a global and growing organization, overseeing multiple business segments. He also previously served as both Chief Technology Officer and Chief Investment Officer at Vanguard. On a related note, Helen Hobbs has decided to retire from the Board, effective in April 2025, and will not stand for re-election. We sincerely thank Helen for her contributions to the Board, and especially for her leadership as Chair of the Science and Technology Committee.

  2. BOARD REFRESHMENT

    | iv | Pfizer 2025 Proxy Statement |

  3. BOARD REFRESHMENT

    | A Message from Pfizer’s Lead Independent Director |

  4. PROCESS FOR SELECTING DIRECTOR NOMINEES

    PROCESS FOR SELECTING DIRECTOR NOMINEES During 2024, the Governance Committee conducted a needs assessment, identified and reviewed Director candidates and followed the robust process below to review potential nominees:

  5. PROCESS FOR SELECTING DIRECTOR NOMINEES

    | 1 | 2 | 3 | 4 | | Needs Assessment | Candidate Identification | Screening | Nomination and Onboarding | | Define skills and 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 | Review of qualifications: •Skills matrix •Integrity and independence requirements •Past experience and perspectives •Other positions the candidate holds or has held •A range of skills, experiences and perspectives 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. |

  6. PROCESS FOR SELECTING DIRECTOR NOMINEES

    Resulting from this process and taking into account feedback received throughout the 2024 Board evaluation process: (i) in June 2024, the Committee recommended and the Board elected Mr. Cyrus Taraporevala as a Director and a member of the Audit and Compensation Committees; and (ii) in October 2024, the Committee recommended and the Board elected Mr. Mortimer J. Buckley as a Director and a member of the Audit and Governance Committees.

  7. 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).

  8. Director Independence

    | 2025 Proxy Statement Pfizer | 7 |

  9. Director Independence

    Drs. 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 2024, 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. * In April 2025, Dr. Hobbs will retire from the Board and as a member of the Governance and Regulatory and Compliance Committees, and as the Chair and a member of the Science and Technology Committee. Independence Assessment. Together with Pfizer’s legal counsel, the Governance 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, Mortimer J. Buckley, Joseph J. Echevarria, Shantanu Narayen, James Quincey, James C. Smith and Cyrus Taraporevala.

  10. Our 2025 Director Nominees

    Our 2025 Director Nominees The Governance 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.

  11. Our 2025 Director Nominees

    | Name | Age | Independent | Director Since | Audit | Compensation | Governance | Regulatory and Compliance | Science and Technology | Other Public Boards | | Ronald E. Blaylock | 65 | ü | 2017 | l | l | | | | 2 | | Albert Bourla, DVM, Ph.D. Chairman and CEO | 63 | | 2018 | | | | | | – | | Mortimer J. Buckley | 55 | ü | 2024 | l | | l | | | 1 | | Susan Desmond-Hellmann, MD, M.P.H.(1) | 67 | ü | 2020 | | | l | | l | – | | Joseph J. Echevarria | 67 | ü | 2015 | l | | Chair | | | 2 | | Scott Gottlieb, MD | 52 | ü | 2019 | | | | Chair | l | 2 | | Susan Hockfield, Ph.D. | 74 | ü | 2020 | | | | l | l | – | | Dan R. Littman, MD, Ph.D. | 72 | ü | 2018 | | | l | l | l | – | | Shantanu Narayen Lead Independent Director | 61 | ü | 2013 | | | | | | 1 | | Suzanne Nora Johnson | 67 | ü | 2007 | Chair | | | l | | 1 | | James Quincey | 60 | ü | 2020 | | l | | | | 1 | | James C. Smith | 65 | ü | 2014 | l | Chair | | | | – | | Cyrus Taraporevala | 58 | ü | 2024 | l | l | | | | 1 |

  12. Our 2025 Director Nominees

    (1)Effective as of the 2025 Annual Meeting, Dr. Desmond-Hellmann will become the Chair of the Science and Technology Committee.

  13. Our 2025 Director Nominees

    | 8 | Pfizer 2025 Proxy Statement |

  14. DIRECTOR NOMINEE KEY SKILLS AND EXPERIENCE

    DIRECTOR NOMINEE KEY SKILLS AND EXPERIENCE

  15. DIRECTOR NOMINEE KEY SKILLS AND EXPERIENCE

    | Key Skills and Experience | | | | | | | | | | | | | | | Business Leadership & Operations Experience serving in a senior leadership role develops skills in core management areas and provides a valuable practical understanding of the operations of complex organizations | l | l | l | l | l | | l | | l | l | l | l | l | | International Business Leadership experience in organizations that operate across diverse and dynamic political systems, economic conditions, and regulatory environments provides valuable perspectives for oversight of the risks and opportunities within Pfizer’s extensive global business operations | | l | l | | l | | | | l | l | l | l | l | | Medicine & Science Knowledge of relevant sciences and experience as a healthcare provider provides Directors with a deep understanding of Pfizer’s key therapeutic areas and an appreciation for our mission to deliver breakthroughs that change patients’ lives | | l | | l | | l | l | l | | | | | | | Healthcare & Pharma Experience as an executive and/or in an operational role at a pharmaceutical or biotechnology focused organization or company provides Directors with a deep understanding of Pfizer’s business and key strategic and operational considerations | | l | | l | | l | | l | | l | | | | | Finance & Accounting Expertise in finance, capital markets, mergers and acquisitions, investment management and financial reporting processes enables Directors to effectively monitor and assess Pfizer’s operating and strategic performance and capital allocation decisions, and oversee accurate financial reporting and robust controls | l | | l | | l | | | | l | l | l | l | l | | Risk Management Experience identifying, managing and mitigating key strategic and operational risks promotes effective oversight of Pfizer’s risks and opportunities and contributes to effective oversight of strategy in a variety of operating environments | l | | l | | l | | | | l | l | | l | l | | Academia Experience in a leadership or senior advisory position at a scientific, research or academic institution provides Directors with deep technical subject matter expertise related to the intricacies of Pfizer’s R&D pipeline | | | | l | | | l | l | | | | | | | Human Capital Management Experience with human capital management responsibilities assists the Board in overseeing succession planning, talent development and Pfizer’s executive compensation program | | l | l | | | | | | l | | l | l | l | | Government & Public Policy Understanding of the complex regulatory and governmental environment in which Pfizer operates allows the Board to oversee the company’s long-term strategy by incorporating current and potential changes in public policy and regulation | | | | | l | l | l | | | | | | | | Technology & Cybersecurity Experience understanding and overseeing information technology and cybersecurity matters is critical to mitigating risks to our business, and to Board oversight of Pfizer’s actions to address innovation and competitiveness in a rapidly evolving technological age | | | l | l | | l | | | l | | l | | |

  16. DIRECTOR NOMINEE KEY SKILLS AND EXPERIENCE

    | 2025 Proxy Statement Pfizer | 9 |

  17. DIRECTOR NOMINEE KEY SKILLS AND EXPERIENCE

    | Business Leadership & Operations | | | International Business | | | Medicine & Science | | | Healthcare & Pharma | | | Finance & Accounting | | | Risk Management | | | Academia | | | Human Capital Management | | | Government & Public Policy | | | Technology & Cybersecurity | |

  18. DIRECTOR NOMINEE ATTRIBUTES

    DIRECTOR NOMINEE ATTRIBUTES

  19. DIRECTOR NOMINEE ATTRIBUTES

    | | | | | | | | | | | | | | | | | Attributes(1) | | | | | | | | | | | | | | | | Gender | Female | | | | l | | | l | | | l | | | | | | Male | l | l | l | | l | l | | l | l | | l | l | l | | Race/Ethnicity | Asian | | | | | | | | | l | | | | l | | | Black | l | | | | | | | | | | | | | | | Latino | | | | | l | | | | | | | | | | | White | | l | l | l | | l | l | l | | l | l | l | |

  20. DIRECTOR NOMINEE ATTRIBUTES

    (1)Attributes are self-identified.

  21. Gender

    Gender

  22. Race/Ethnicity

    Race/Ethnicity

  23. Board Tenure

    Board Tenure

  24. Board Tenure

    | | Your Board of Directors recommends a vote “FOR” the election of each of these nominees as Director. |

  25. Board Tenure

    | 10 | Pfizer 2025 Proxy Statement |

  26. Director Nominees

    Director Nominees

  27. 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: 65 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 | |

  28. Director Nominees

    | | | | | Albert Bourla, DVM, Ph.D. KEY SKILLS & EXPERIENCE Business Leadership & Operations/Human Capital Management/International Business/Healthcare & Pharma: Dr. Bourla has over 30 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. Chair of the Board of PhRMA and Chair of the Board 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: 63 Director Since: 2018 Key Skills: Business Leadership & Operations Healthcare & Pharma International Business Medicine & Science Human Capital Management Other Current Public Boards: None | |

  29. Director Nominees

    | 2025 Proxy Statement Pfizer | 11 |

  30. Director Nominees

    | | | | | Mortimer J. Buckley KEY SKILLS & EXPERIENCE Business Leadership & Operations/Finance & Accounting/International Business/Risk Management/Human Capital Management: Mr. Buckley’s extensive experience as Chairman and Chief Executive Officer, Chief Investment Officer, and Chief Information Officer of The Vanguard Group, Inc. (Vanguard) has equipped him with invaluable expertise in financial markets, business leadership, capital allocation, regulation, talent management, technology, and operations. His background enables him to bring a unique investor and asset management perspective to the Board, which is an asset for Pfizer and our shareholders. Technology & Cybersecurity: Throughout his tenure at Vanguard, he spearheaded significant digital agendas, built out cybersecurity, and drove the innovative use of new technologies. BACKGROUND Chairman and Chief Executive Officer of Vanguard from 2018 to 2024. Previously, held a number of senior leadership positions at Vanguard, including Vanguard’s Chief Investment Officer from 2013 to 2017, overseeing the company’s managed stock, bond and money market portfolios as well as its investment research and methodology, and Chief Information Officer from 2001 to 2006. In addition, led Vanguard’s Personal Investor division from 2006 to 2012. Served as Chairman of the Board of Children’s Hospital of Philadelphia from 2011 to 2017. Director of The Boeing Company. | | Age: 55 Director Since: 2024 Board Committees: Audit and Governance Key Skills: Business Leadership & Operations Finance & Accounting International Business Risk Management Human Capital Management Technology & Cybersecurity Other Current Public Boards: The Boeing Company | |

  31. Director Nominees

    | | | | | Susan Desmond-Hellmann, MD, 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, as well as her experiences as a Director of OpenAI. BACKGROUND Board member of OpenAI, 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: 67 Director Since: 2020 Board Committees: Governance and Science and Technology Key Skills: Business Leadership & Operations Healthcare & Pharma Medicine & Science Academia Technology & Cybersecurity Other Current Public Boards: None | |

  32. Director Nominees

    | 12 | Pfizer 2025 Proxy Statement |

  33. Director Nominees

    | | | | | Joseph J. Echevarria KEY SKILLS & EXPERIENCE Business Leadership & Operations/International Business/Risk Management: Mr. Echevarria’s 36-year career at Deloitte and his current role as President of the University of Miami (UM) 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 President Obama’s Export Council. BACKGROUND President of UM since October 2024. 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. Mr. Echevarria served as CEO of UHealth of UM from 2022 until 2024, 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: 67 Director Since: 2015 Board Committees: Audit and Governance (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 | |

  34. Director Nominees

    | | | | | Scott Gottlieb, MD 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. Technology & Cybersecurity: Dr. Gottlieb brings an expertise in technology and innovation from his experiences on the boards of directors of Tempus AI, Inc., an artificial intelligence-enabled precision medicine company, and Xaira Therapeutics, Inc., a private, AI-focused biotechnology company launched in 2024. 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. and Tempus AI, Inc. Director of Aetion, Inc. a private healthcare data technology company, Comanche Biopharma, a private maternal medicine biopharmaceutical company, and Xaira Therapeutics, Inc. 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: 52 Director Since: 2019 Board Committees: Regulatory and Compliance (Chair) and Science and Technology Key Skills: Healthcare & Pharma Medicine & Science Government & Public Policy Technology & Cybersecurity Other Current Public Boards: Illumina, Inc. and Tempus AI, Inc. | |

  35. Director Nominees

    | 2025 Proxy Statement Pfizer | 13 |

  36. 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 (until 2024) 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: 74 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 | |

  37. Director Nominees

    | | | | | Dan R. Littman, MD, 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), the Vilcek Prize in Biomedical Science (2016), and the William B. Coley Award for Distinguished Research in Basic and Tumor Immunology (2016). | | Age: 72 Director Since: 2018 Board Committees: Governance, Regulatory and Compliance and Science and Technology Key Skills: Healthcare & Pharma Medicine & Science Academia Other Current Public Boards: None | |

  38. Director Nominees

    | 14 | Pfizer 2025 Proxy Statement |

  39. 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: 61 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. | |

  40. 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: 67 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. | |

  41. Director Nominees

    | 2025 Proxy Statement Pfizer | 15 |

  42. 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: 60 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 | |

  43. 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: 65 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 | |

  44. Director Nominees

    | 16 | Pfizer 2025 Proxy Statement |

  45. Director Nominees

    | | | | | Cyrus Taraporevala KEY SKILLS & EXPERIENCE Business Leadership & Operations/International Business/Finance & Accounting/Risk Management/Human Capital Management: Mr. Taraporevala's extensive experience as President and CEO of State Street Global Advisors has endowed him with exceptional executive leadership skills in investment management, with a focus on both active and index strategies. His expertise in capital markets and long-term value creation strategies further strengthens his contributions to the Board. He brings robust business management, operations and leadership skills, including a wealth of experience in leading global business operations. Mr. Taraporevala's leadership experience from prominent investment firms and his extensive financial expertise gained through various high-level positions at major financial institutions add tremendous value to the Board. Furthermore, his insights into matters such as sustainability provide a valuable perspective on the long-term challenges and opportunities facing public companies. BACKGROUND President and Chief Executive Officer of State Street Global Advisors from 2017 until 2022. Previously, held a variety of senior leadership roles at State Street Global Advisors, including responsibility for leading the global institutional client, product and marketing teams. Prior to joining State Street Advisors, held numerous leadership roles in asset management including at Fidelity Investments, The Bank of New York Mellon Corporation, Legg Mason Inc., and Citigroup Inc. Spent 14 years at McKinsey & Company, the management consulting firm. Director of Shell plc. Also serves as a Director of Bridgepoint Group plc, a London-based international alternative asset fund management group. Member of the Board of Trustees of two not-for-profit organizations: GBH, a public media broadcaster, and The Trustees of Reservations, a Massachusetts-based land conservation organization. | | Age: 58 Director Since: 2024 Board Committees: Audit and Compensation Key Skills: Business Leadership & Operations Finance & Accounting International Business Risk Management Human Capital Management Other Current Public Boards: Shell plc | |

  46. Director Nominees

    | 2025 Proxy Statement Pfizer | 17 |

  47. Director Nominees

    | | Table of Contents | | Governance | |

  48. Indemnification

    | | Table of Contents | | Non-Employee Director Compensation | |

  49. 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 2024, we provided the following compensation:

  50. Non-Employee Director 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. |

  51. Non-Employee Director Compensation

    (1)Currently all Directors comply with our stock ownership guidelines. Mr. Buckley became a member of our Board in October 2024 and Mr. Taraporevala became a member of our Board in June 2024. Directors have five years from (a) the date of their first election as a Director or (b) if later, the date of an increase in the amount of Pfizer stock required to be held, to satisfy the stock ownership requirement. (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 2025. 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. 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 2025, upon election at the 2025 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. Our Governance 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 2024 by the Governance Committee, in consultation with Meridian Compensation Partners, LLC, and the Committee 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.

  52. Non-Employee Director Compensation

    | 2025 Proxy Statement Pfizer | 33 |

  53. Non-Employee Director Compensation

    | Non-Employee Director Compensation |

  54. Non-Employee Director Compensation

    Under the Amended and Restated Pfizer Inc. 2019 Stock Plan, the aggregate value of Pfizer stock units granted, plus cash retainer paid to a non-employee Director during a 12-month period, may not exceed $800,000. Dr. Bourla does not receive any compensation for his service as a Director. For additional information regarding Dr. Bourla’s compensation, see the “Compensation Discussion and Analysis” section later in this Proxy Statement. We maintain policies that prohibit Directors from pledging Pfizer stock or engaging in activities considered to be hedging of our common stock, and none of our Directors has pledged Pfizer stock as collateral for personal loans or other obligations. See the “Other Governance Practices and Policies—Derivatives Trading/Hedging Policy” section earlier and “Other Compensation Programs and Policies—Derivatives Trading/Hedging Policy” section later in this Proxy Statement.

  55. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth the compensation provided for our non-employee Directors who served in 2024.

  56. 2024 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 | — | 360,000 | | Mortimer J. Buckley | 34,959 | 110,644 | — | 145,603 | | Susan Desmond-Hellmann, MD, M.P.H. | 155,000 | 205,000 | — | 360,000 | | Joseph J. Echevarria | 185,000 | 205,000 | — | 390,000 | | Scott Gottlieb, MD | 185,000 | 205,000 | — | 390,000 | | Helen H. Hobbs, MD | 185,000 | 205,000 | 20,000 | 410,000 | | Susan Hockfield, Ph.D. | 155,000 | 205,000 | 3,000 | 363,000 | | Dan R. Littman, MD, Ph.D. | 155,000 | 205,000 | 20,000 | 380,000 | | Shantanu Narayen | 205,000 | 205,000 | 35,000 | 445,000 | | 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 | | Cyrus Taraporevala | 79,148 | 169,616 | 20,000 | 268,764 |

  57. 2024 Director Compensation Table

    (1)For all directors, except Messrs. Taraporevala and Buckley, the number of units granted was determined by dividing the grant date value of the award, $205,000, by $25.26, the closing price of the company’s common stock on April 25, 2024. In the case of Mr. Taraporevala, the number of units granted on his election date of June 27, 2024, was determined by dividing the pro-rated value of the 2024 award, $169,616, by $27.80, the closing price of Pfizer’s common stock on June 27, 2024. In the case of Mr. Buckley, the number of units granted on his election date of October 10, 2024, was determined by dividing the pro-rated value of the 2024 award, $110,644, by $29.34, the closing price of Pfizer’s common stock on October 10, 2024. At the end of 2024, the aggregate number of stock units (including dividend equivalents) held by each current non-employee Director was as follows: Mr. Blaylock, 61,387, Mr. Buckley, 3,832, Dr. Desmond-Hellman, 28,356, Mr. Echevarria, 123,639, Dr. Gottlieb, 36,529, Dr. Hobbs, 118,384, Dr. Hockfield, 32,656, Dr. Littman, 52,664, Mr. Narayen, 154,711, Ms. Nora Johnson, 100,297, Mr. Quincey, 55,029, Mr. Smith, 139,544, and Mr. Taraporevala, 9,084. (2)The amounts in this column represent charitable contributions made in 2024 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 Mr. Narayen and Dr. Hockfield also include matching contributions for charitable contributions made in December 2023.

  58. 2024 Director Compensation Table

    | 34 | Pfizer 2025 Proxy Statement |

  59. 2024 Director Compensation Table

    | | Table of Contents | | Securities Ownership | |

  60. 2024 Director Compensation Table

    The table below shows the number of shares of our common stock beneficially owned (as of the close of business on January 31, 2025) 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 outstanding common stock. 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.

  61. 2024 Director Compensation Table

    | | Number of Shares or Units | | | Beneficial Owners | Common Stock(1) | Stock Units | | Ronald E. Blaylock | 13,000(2) | 61,387(4) | | Albert Bourla, DVM, Ph.D. | 337,340(3) | 1,070,737(5) | | Chris Boshoff, MD, FRCP, FMedSci, Ph.D. | 75,345(3) | 3,079(5) | | Mortimer J. Buckley | — | 3,832(4) | | David M. Denton | 37,919 | — | | Susan Desmond-Hellmann, MD, M.P.H. | 3,408(2) | 28,356(4) | | Mikael Dolsten, MD, Ph.D. | 245,891(3) | 287,208(5) | | Joseph J. Echevarria | — | 123,639(4) | | Scott Gottlieb, MD | 10,000 | 36,529(4) | | Helen H. Hobbs, MD | — | 118,384(4) | | Susan Hockfield, Ph.D. | — | 32,656(4) | | Dan R. Littman, MD, Ph.D. | — | 52,664(4) | | Aamir Malik | 29,548 | — | | Shantanu Narayen | — | 154,711(4) | | Suzanne Nora Johnson | 10,000 | 100,297(4) | | James Quincey | — | 55,029(4) | | James C. Smith | 3,542(2) | 139,544(4) | | Cyrus Taraporevala | 10,000 | 9,084(4) | | All Directors and Executive Officers as a Group (23) | 976,197 | 2,293,542 |

  62. 2024 Director Compensation Table

    (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; and Mr. Smith, 1,542 shares. Mr. Blaylock 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 deferred 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 as of January 31, 2025 (each equivalent to a share of Pfizer common stock). For Drs. Bourla and Dolsten, includes stock units 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: for Dr. Dolsten, 57,485 PTUs that settled in February 2025; and for Dr. Boshoff, 3,079 RSUs that vested in February 2025. This column does not include the following stock appreciation rights in the form of TSRUs as of January 31, 2025: Dr. Bourla, 5,318,923, of which 821,222 settled in February 2025; Dr. Boshoff, 390,331, of which 8,741 settled in February 2025; Mr. Denton, 647,816; Dr. Dolsten, 1,709,680, of which 224,163 settled in February 2025; and Mr. Malik, 655,673. See “Compensation Tables—2024 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.

  63. 2024 Director Compensation Table

    | 2025 Proxy Statement Pfizer | 35 |

  64. 2024 Director Compensation Table

    | Securities Ownership |

  65. 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. |

  66. 2024/2025 Key Committee Actions

    | Non-Compete Agreement | •Approved implementing non-compete provisions through new agreements for senior management (including the NEOs and other Executive Leadership Team (ELT) members), effective in 2025, to align with market practice, as well as to provide additional protection of Pfizer’s proprietary/confidential information and trade secrets. | | Peer Group | •Updated the General Industry peer group to better reflect comparable revenue level and market capitalization by removing Exxon Mobil Corporation and UnitedHealth Group Incorporated and adding Danaher Corporation, Medtronic plc and Thermo Fisher Scientific Inc. | | Global Performance Plan (GPP) Program | •Changed one of the financial metrics for the 2025 performance year — Adjusted Net Income(1) will be one of three financial metrics in the GPP. The prior metric, Adjusted Diluted Earnings per Share (EPS) will be the annual operational metric for the Performance Share Awards (PSAs), as Adjusted Net Income is more commonly used as a short-term incentive metric. •For 2025, we will continue our focus on financial performance and progressing the pipeline; as such, the 2025 GPP financial metrics and weightings will be: 40% Revenue, 40% Adjusted Net Income(1) and 20% Cash Flow from Operations and the pipeline modifier will be: +/- 25 percentage points. | | Long-Term Incentive (LTI) Program | •Reallocated the 2025 Annual LTI awards — the ELT member’s (including the NEOs) LTI award allocation for the 2025 grant year is 50% PSAs and 50% 5-year Total Shareholder Return Units (TSRUs); previously the TSRUs were split between 5-year and 7-year TSRUs. •As noted above, the PSAs will use Adjusted Diluted EPS as its annual operational metric replacing Adjusted Net Income. The relative TSR modifier will be the differential between Pfizer’s TSR and that of NYSE Arca Pharmaceutical Index (DRG Index or DRG). | | LTI Award Modifications | •Approved offering all eligible participants (approximately 9,000 active employees) the ability to accept modifications to outstanding TSRUs and PSAs granted in 2022 and 2023 to extend the performance and vesting periods by two years and additional modifications of the PSAs, as the impacted awards as originally granted became ineffective for their intended purpose. See “Long-Term Incentive Award Modification” later in this Proxy Statement. o The LTI award modifications provide additional time for the company and Pfizer employees to focus on future performance to grow our stock price while extending the retention value of these awards through the extended vesting and performance periods. o The Committee believes the modifications provide value to shareholders, as extending the vesting and performance periods by two years will help address company and shareholder concerns about the retention of key talent at a time when the company will be focused on delivering on its strategy. o Additionally, these modifications maintain pay-for-performance alignment such that they only result in value for employees if the company creates shareholder value over the performance period. |

  67. Leading Compensation Practices

    | What We Do | | What We Do Not Do | | | | 100% Performance-Based Annual Long-Term Incentives | | Permit Hedging or Pledging of Pfizer Stock | | | Minimum Vesting Period on Long-Term Incentives | | Provide Employment Agreements | | | Implemented Non-Compete Agreements | | Provide “Single Trigger” Change in Control Payments or Benefits or Change in Control Agreements | | | Stock Ownership Requirements | | Reprice Outstanding Long-Term Incentives | | | Multiple Metrics across Short-Term and Long-Term Incentive Programs | | Provide “Gross-Ups” For Excise Taxes or Perquisites (except for certain relocation expenses) | | | Compensation Recovery/Clawback | | Provide Cash Severance Exceeding 2.99 times the sum of base salary plus target bonus | | | Risk Mitigation | | | | | Robust Investor Outreach | | | | | Independent Compensation Consultant | | |

  68. 2024 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 non-financial goals (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 non-financial goals. | | | 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. Accordingly, receipt of any value from these awards is contingent on absolute total shareholder return performance. | 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 to 200%. Dividend equivalents paid during the performance period are applied to the number of shares earned under the award. Earned PSAs, including the dividend equivalents, are paid in cash to active employees and in shares to former employees. | Provides alignment with shareholders by aligning compensation to operational goals and relative TSR over a three-year performance period. |

  69. 2024 ANNUAL INCENTIVE AWARD/GLOBAL PERFORMANCE PLAN (GPP)

    2024 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 non-financial goals (pre-set pipeline goals related to sustained portfolio delivery and 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)

  70. 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 non-financial goals, as well as other qualitative factors. Upon completion of its review, the Committee approved the GPP pool funding.

  71. ANNUAL INCENTIVE OBJECTIVES AND RESULTS (FOR ANNUAL INCENTIVE PURPOSES)

    ANNUAL INCENTIVE 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 2024, 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 non-financial goals for annual incentive purposes. The Committee then determined that a sufficient degree of stretch existed in the various goals (see “Determining Annual Incentive Pool” for additional information). The Committee continues to take a rigorous, holistic approach designed to ensure that the financial goals and non-financial modifiers are set at levels to drive strong performance and create long-term value. As such, the Committee believes the achievement of the established financial and non-financial goals requires exceptional performance and execution without encouraging unnecessary or excessive risk-taking. The Committee uses multiple metrics and factors to determine annual incentive bonus funding, consistent with its holistic approach to evaluating performance. The Committee annually assesses company performance against our GPP targets. Additionally, the Committee may utilize limited flexibility to adjust the bonus funding calculation. For example, for 2023, the ELT members received no bonus payout due to the financial performance falling short of the financial performance targets. For 2024, the company’s overall financial performance was at or above the maximum level for each of the three financial metrics. Additionally, the company made progress on the non-financial goals, which provided a positive modifier to the bonus funding. Given the company’s strong financial performance, coupled with the progress on the pipeline, the Committee funded the short-term incentive at 195%. This represents a downward adjustment from the 200% maximum funding that was the result of the application of the GPP formula. This adjustment was determined based on the Committee’s assessment that despite the company’s strong operating and financial results in 2024, maximum funding was not warranted given the progress still to be made in strengthening the company’s broader market performance.

  72. ANNUAL INCENTIVE OBJECTIVES AND RESULTS (FOR ANNUAL INCENTIVE PURPOSES)

    | 50 | Pfizer 2025 Proxy Statement |

  73. ANNUAL INCENTIVE OBJECTIVES AND RESULTS (FOR ANNUAL INCENTIVE PURPOSES)

    The following tables outline the 2024 performance range details (as applicable) and for financial metrics, the applicable 2023 and 2024 Results:

  74. Financial

    | Financial Goals — Goals are set utilizing a budgeting approach that considers the 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. For 2024, we delivered solid financial performance, driven by strong contributions across our product portfolio. Our performance reinforced the effectiveness of a commercial approach we refined at the start of 2024 to focus on key products and geographies with optimized resources. | | | | | | | Financial Objectives/(Weighting) (For Annual Incentive Purposes) | 2023 Results ($) | 2024 Threshold ($)(1) | 2024 Target ($)(1) | 2024 Maximum ($)(1) | 2024 Results ($)(1) | | Total Revenue(2) (40%) | 59.3 billion | 55.7 billion | 59.7 billion | 63.7 billion | 63.7 billion | | Adjusted Diluted EPS(3) (40%) | 1.95 | 1.96 | 2.16 | 2.36 | 3.15 | | Cash Flow from Operations(4) (20%) | 9.3 billion | 2.6 billion | 4.0 billion | 5.4 billion | 13.0 billion |

  75. Financial

    (1)2024 Threshold, Target, and Maximum for annual incentive funding purposes and actual 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, 2024 and 2023 results differ from U.S. GAAP revenues of $63.6 billion and $59.6 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 2024 Annual Report on Form 10-K for information about significant substantive and/or unusual items that are evaluated on an individual basis. (4)2024 and 2023 Results exclude certain discretionary timing items for compensation purposes (non-GAAP amounts). Therefore, 2024 and 2023 results differ from U.S. GAAP cash flow from operations. NOTE: See “Financial Measures” for a comparison of 2024 and 2023 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 2024 Performance — Total Revenues” in the MD&A in Pfizer’s 2024 Annual Report on Form 10-K.

  76. Non-Financial

    | ESG Scorecard — The three selected metrics aligned with our overall strategy, including the placement of qualified candidates in roles and reduction in carbon gas emissions. Based on the Committee’s evaluation of performance against each metric within the scorecard, the Committee considers the overall performance to determine a combined modifier score for the year. Based on the 2024 performance against the preset goals, the overall scorecard was neutral and as such there was no adjustment attributable to the scorecard. |

  77. 2024 Annual Incentive Awards

    2024 Annual Incentive Awards In February 2025, the Committee determined the annual incentive awards for the NEOs for 2024 performance, considering the following: •Dr. Bourla’s performance as Chairman and CEO, with input from the other independent Directors and advice from the Committee’s independent compensation consultant. –After its review of Dr. Bourla's performance, the Committee and the other independent members of the Board determined he had done an outstanding job leading the company to strong operational results including: delivering financial results (Total Revenue and Adjusted Diluted EPS) at and above the maximum range for annual incentive purposes, respectively, and Cash Flow from Operations of $13 billion (significantly above the maximum range for annual incentive purposes) (see “Annual Incentive Objectives and Results (for Annual Incentive Purposes)” earlier in this Proxy Statement); reducing manufacturing costs; reducing Pfizer’s leverage well beyond the stated objective of 3.25X (Adjusted Debt to Adjusted EBITDA* ratio); integrating the Seagen acquisition; and reorganizing the research and development organization. The Committee approved an award of $7,020,000, which is equal to the bonus funding level, to reflect his performance and leadership in 2024 (see "2024 NEO Performance Summaries" later in this Proxy Statement). •Dr. Bourla reviewed with the Committee his 2024 annual incentive award recommendations for each of the other NEOs, as well as the other ELT members, based on his evaluation of their individual performance and the performance of their respective operating unit/function. –The Committee, with input from the other independent Directors and the Committee’s independent compensation consultant, reviewed these recommendations and considered the evaluation of each executive’s performance and his or her relative contribution to Pfizer’s overall performance, to determine the amounts awarded. •The independent Directors reviewed and ratified the 2024 annual incentive awards for the CEO and other NEOs, as well as the other ELT members, as approved by the Committee. Annual incentive award targets and payout ranges for 2024, as well as the actual annual incentive award for each of the NEOs, are:

  78. 2024 Annual Incentive Awards

    | | 2024 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 | 1,800,000 | 200% | 3,600,000 | 9,000,000 | 7,020,000 | | D. Denton | 1,346,988 | 100% | 1,346,988 | 3,367,470 | 2,963,400 | | M. Dolsten | 1,654,377 | 100% | 1,654,377 | 4,135,943 | 2,895,200 | | A. Malik | 1,344,888 | 100% | 1,344,888 | 3,362,220 | 3,093,200 | | C. Boshoff | 1,200,000 | 100% | 1,200,000 | 3,000,000 | 2,880,000 |

  79. 2024 Annual Incentive Awards

    (1)Represents 2024 daily salary earned during the performance period and is used for GPP purposes. (2)See “Setting Target Pay Levels” 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. * Non-GAAP Adjusted EBITDA is determined by making the following adjustments to GAAP Income from continuing operations before provision/(benefit) for taxes on income: (i) adding net interest expense, depreciation & amortization, acquisition-related charges, restructuring charges, and asset impairment charges; and (ii) adjusting by actuarial valuation and other pension and postretirement plan gains/(losses), gains/(losses) on equity securities, and certain other certain significant items. Adjusted Debt to Adjusted EBITDA ratio is determined by comparing our Total Debt (including short-term borrowings, long-term debt, repatriation tax, and lease liabilities (short- and long-term)) as of December 31, 2024 to Adjusted EBITDA. For more information, see the: (i) “Reconciliations of GAAP Reported to Non-GAAP Adjusted Information—Certain Line Items” and “Analysis of Financial Condition, Liquidity, Capital Resources and Market Risk—Off-Balance Sheet Arrangements, Contractual, and Other Obligations” sections of the MD&A in Pfizer’s 2024 Annual Report on Form 10-K; (ii) the “Consolidated Balance Sheets” and “Consolidated Statements of Cash Flows” in the Consolidated Financial Statements in Pfizer’s 2024 Annual Report on Form 10-K; and (iii) “Note 4. Other (Income)/Deductions—Net” and “Note 15. Leases” in the Notes to Consolidated Financial Statements in Pfizer’s Annual Report on Form 10-K. The unadjusted Debt to EBITDA ratio as of December 31, 2024 is 3.66X.

  80. 2024 Annual Incentive Awards

    | 52 | Pfizer 2025 Proxy Statement |

  81. 2024 ANNUAL LONG-TERM INCENTIVE AWARD PROGRAM

    2024 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:

  82. 2024 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, Adjusted 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) | | | = Shares delivered(4) | = PSA percentage earned and delivered in cash(5) |

  83. 2024 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 the start and end of each three-year performance period. (3)Positive or negative adjustment with a cap at +/- 25 percentage points. (4)TSRUs have no value if TSR is negative. (5)PSA payout is delivered in cash to active employees and in shares to former employees; payout is capped at target if TSR is negative.

  84. 2024 Grant Value of Annual Long-Term Incentive Awards

    2024 Grant Value of Annual Long-Term Incentive Awards The 2024 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:

  85. 2024 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 | | A. Malik | 1,125,000 | 1,125,000 | 2,250,000 | 4,500,000 | | C. Boshoff | 1,125,000 | 1,125,000 | 2,250,000 | 4,500,000 |

  86. 2024 Grant Value of Annual Long-Term Incentive Awards

    (1)Consistent with the equity grant practice, the grant value is converted into the various LTI vehicles using the value/closing stock price on the grant date (February 27, 2024). (2)The amounts shown represent the full value of the annual grant, which is different from the 2024 amount reported in the "Summary Compensation Table” which reports the value of TSRUs granted in 2024, and the value of one-third of each of the 2022 and 2024 PSA grants for which 2024 was a performance year. Note that, due to the LTI Award Modification, the 2023 PSAs’ first, second and third year goals will be accounted for based on the performance years for the modified award, which are 2025, 2026 and 2027, and will be reflected in the Summary Compensation Table (SCT) starting in 2026 (relating to 2025 compensation) (see “Long-Term Incentive Award Modification” later in this Proxy Statement), in accordance with applicable accounting rules. Note that while the accounting rules determine the timing of the reporting in the SCT, the Committee considers the full value of the award in its determination of annual compensation.

  87. 2024 Grant Value of Annual Long-Term Incentive Awards

    | 2025 Proxy Statement Pfizer | 53 |

  88. LONG-TERM INCENTIVE AWARD MODIFICATIONS

    LONG-TERM INCENTIVE AWARD MODIFICATIONS Our long-term incentive (LTI) award program represents a significant portion of the total direct compensation for the eligible participants including our NEOs. The LTI program is designed to directly align employees’ and shareholders’ interests through the use of performance metrics (as detailed above) that align with shareholder value creation. The LTI program supports the execution of our strategy by helping to incentivize and retain the right people in the right roles to lead our business. Due to unprecedented events in the second half of 2023 (described below), the retentive value of the LTI awards declined significantly. To improve the retention of key talent, in July 2024, the Committee approved modifications to certain outstanding LTI awards granted to approximately 9,000 employees.

  89. LONG-TERM INCENTIVE AWARD MODIFICATIONS

    | The Committee approved these modifications after a thorough review and a series of discussions with the full Board with the intent to maximize shareholder value while retaining, motivating and incentivizing Pfizer employees. The Committee believes the changes are critical to that objective. |

  90. Compensation Committee Rationale

    Compensation Committee Rationale Following the Committee’s determination of expected no or low payouts for multiple years as detailed below, the Committee explored alternatives to maintain the alignment between shareholders’ and employees’ interests as the company focuses on driving performance for the future. After a thorough review over a series of Committee meetings and discussions with the full Board, the Committee approved these modifications that are intended to maximize shareholder value while retaining, motivating and incentivizing Pfizer employees. The Committee believes the modifications are critical to reaching that objective. As such, the Committee determined that modifying the 2022 and 2023 PSAs and 5-year TSRUs was the best course of action to balance the uncertainty of recovery from the unprecedented events and the desire to retain key talent (approximately 9,000 employees). The approved modifications maintain the fundamental PSA and TSRU award structure while extending the performance and vesting periods for each award by two years. The Committee considered a range of potential options and determined the modifications were the optimal choice as they (in addition to the reasons described above) did not increase dilution and costs to shareholders. The Committee believes the approved modifications achieve an appropriate balance of retaining and motivating Pfizer employees, while continuing to link their incentive opportunities to shareholder value creation and alignment with shareholders. Importantly, the modified TSRUs will not generate a payout to holders unless Pfizer’s stock price significantly increases from its current level. The TSRUs and PSAs are deliberately structured to incentivize performance in alignment with shareholders’ interests and the modified awards continue this alignment. The circumstances giving rise to these LTI award modifications were rare and unusual, driven by the significant and unique nature of the COVID-19 pandemic, Pfizer’s response, and the subsequent decline in vaccination and treatment rates for COVID-19 products. The Committee believes these modifications were an extraordinary action in response to exceptional circumstances. The Committee has not taken similar actions previously and does not intend to take such actions in the future. During its review, the Committee also determined that the existing structure of the relative TSR modifier undermined the PSA structure, and the Committee concluded that Pfizer’s compensation program was otherwise structurally sound and working as intended, absent these unique circumstances.

  91. Compensation Committee Rationale

    | Summary of Committee Actions Taken | | Committee Rationale | | | Extended the vesting and performance period by two years | Facilitates the retention and motivation of a group of ~9,000 Pfizer employees critical to sustaining the ongoing company performance during a transformational period | | | Maintained a 3-year performance period | Continues to link incentive opportunities to shareholder value creation, as well as provide for additional time to achieve our strategic goals and drive stock price appreciation | | | Introduced modifier cap of +/- 25 percentage points on relative TSR and an operating performance factor range of 0-200% for the PSAs | Utilizes approach consistent with market practices | | | Considered performance upon death treatment | Aligns to market practice by providing payout based on performance as of date of death | | Summary of Committee Actions Not Taken | | Committee Rationale | | | Did not grant new awards or retention awards that would have resulted in an increase in burn rate and overhang | Modifies awards with minimal dilutive impact at a lower cost compared to other alternatives, and are designed to prevent a higher burn rate and overhang | | | Did not change the original TSRU grant price | Maintained the terms and conditions of the TSRUs other than extending the performance periods | | | Did not reduce the vesting or performance period | Continues to foster long-term focus and promotes the alignment of interests with shareholders |

  92. Structure of the Modifications

    | TSRUs | •Terms extended by two years. •Vesting extended by two years. •Death-in-service provisions were updated consistent with the 2024 annual long-term incentive awards. •All other provisions remain as originally granted (including the grant prices). | | PSAs | •Terms extended by two years with performance measured by using the final three years of the extended performance period. •Vesting extended by two years. •Financial performance payout range of 0% - 200%. •Relative TSR modifier is the difference between Pfizer’s TSR and the DRG index TSR, capped at +/- 25 percentage points. •Retirement treatment for the 2022 PSAs was forfeited and will be re-earned on the one-year anniversary of the modification. •Death-in-service provisions were updated consistent with the 2024 annual long-term incentive awards. •All other provisions remain as originally granted. |

  93. Structure of the Modifications

    The TSRUs, held by approximately 9,000 active employees, represent an important retention tool while aligning the interests of participants with shareholders by providing value tied to absolute TSR from the original grant date. The modifications to the 2022 and 2023 TSRUs extended their performance and vesting periods by two years. The Committee believes the modification will help retain the active employees holding these awards, which at the time of the Committee's decision to approve the modifications had minimal retentive value. As such, the performance period for TSRUs granted in 2022 will end in 2029 rather than 2027, and the performance period for TSRUs granted in 2023 will end in 2030 rather than 2028. In addition, the vesting period is extended by two years and these TSRUs will now vest on the fifth anniversary of the grant date instead of the third anniversary. All other terms (including the grant price) of the 2022 and 2023 TSRUs are unchanged.

  94. TSRUs Original and Modified Vesting/Performance Years

    TSRUs Original and Modified Vesting/Performance Years The PSAs align rewards to a strategic financial performance metric (Adjusted Net Income for 2024), over three one-year periods, and relative TSR performance as compared to the NYSE Arca Pharmaceutical (DRG) Index over a three-year period for approximately 90 senior executives who also hold TSRUs.

  95. Summary Compensation Table (SCT) Impact

    Summary Compensation Table (SCT) Impact As a result of the modifications, the stock award values included in the SCT for 2024, reflect the incremental fair value of the accounting modifications. For the CEO, the modification of his eligible TSRUs resulted in an increase in the SCT amount reported under the “Option Awards” column of $1.0 million, while the modification of the PSAs resulted in a reduction of the amount reported under the “Stock Awards” column as the delay in the performance period for the 2023 PSAs (not including 2024 as a performance year) will defer the reporting of the 2023 PSAs in the SCT. This will now occur in 2025, 2026 and 2027, when the performance conditions are set. As such, there was a reduction in the SCT amount for the Stock Awards (full value shares) since one-third of the 2023 PSAs do not use 2024 as a performance year so they are not reportable in the SCT for 2024. As the PSAs are marked to market monthly, there were no additional costs included in the SCT for the modification of the PSAs. For additional details on the incremental fair value amounts see the “Summary Compensation Table” and “2024 Grants of Plan-Based Awards Table” later in this Proxy Statement. It is important to note that the incremental fair value reported in the tables represents the accounting costs attributable to the LTI award modifications and does not represent new grants. The 2024 annual LTI grants are reported separately.

  96. Summary Compensation Table (SCT) Impact

    | 58 | Pfizer 2025 Proxy Statement |

  97. Summary Compensation Table (SCT) Impact

    | 2025 COMPENSATION ACTIONS Salary, Target Annual Incentive and Annual Long-Term Incentive Awards At its February 2025 meeting, the Committee approved the following 2025 salaries (effective April 1, 2025), 2025 annual incentive targets and March 2025 long-term incentive awards, for the NEOs continuing to serve as executive officers in 2025: | | | | | | | Name | April 1, 2025 Salary ($) | 2025 Target Annual Incentive(1)(2) (%) | 2025 Target Annual Incentive(2) ($) | 2025 LTI Award Value(3) ($) | Total Direct Compensation ($) | | A. Bourla | 1,800,000 | 200% | 3,600,000 | 18,000,000 | 23,400,000 | | D. Denton | 1,399,152 | 100% | 1,389,104 | 5,000,000 | 7,788,256 | | A. Malik | 1,396,989 | 100% | 1,386,956 | 4,500,000 | 7,283,945 | | C. Boshoff | 1,400,000 | 100% | 1,400,000 | 6,000,000 | 8,800,000 | | Note: Dr. Dolsten’s compensation data are not reported in the supplemental table above as Dr. Dolsten ceased serving as an executive officer at the close of business on December 31, 2024 and is no longer employed by the company having been terminated without cause on February 28, 2025. While Dr. Dolsten did receive a 2024 performance year bonus for his performance in 2024, his salary of $1,668,400 from April 2024 until his termination date was unchanged, and he did not receive a 2025 annual long-term incentive award. Dr. Dolsten will be eligible for a prorated annual incentive award for 2025 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 2025 (estimated for purposes of this table). (3)These awards included 50% of the award value granted as 5-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 March 4, 2025 of $25.75. The 5-Year TSRU values were converted to TSRUs using $6.05, representing the estimated value at grant using the Monte Carlo Simulation model as of March 4, 2025 (grant date). See Equity Award Grant Practices later in this Proxy Statement. | | | | | |

  98. Summary Compensation Table (SCT) Impact

    | 2025 Proxy Statement Pfizer | 59 |

  99. 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 advised the Committee on executive compensation matters including current trends and the impact to compensation. The Committee assessed the ongoing engagement of Meridian for 2025 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 2024 was $368,775 (including reasonable travel and business expenses, as applicable). In addition, Meridian serves as the independent advisor to the Governance Committee regarding non-employee Director compensation matters, as appropriate, and received $14,596 for services relating to Director compensation for the same time frame.

  100. SETTING TARGET PAY LEVELS

    SETTING TARGET PAY LEVELS 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.

  101. SETTING TARGET PAY LEVELS

    | 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, it is also 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 | 2024 Pharmaceutical Peers (broad mix of large companies from the pharmaceutical industry) | | 2024 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 UnitedHealth Group Incorporated United Parcel Service, Inc. Verizon Communications Inc. |

  102. SETTING TARGET PAY LEVELS

    * 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 for 2025, our General Industry Comparators were changed as Exxon Mobil Corporation and UnitedHealth Group Incorporated were removed and Danaher Corporation, Medtronic plc and Thermo Fisher Scientific Inc. were added.

  103. PFIZER COMPARISON TO PEER GROUP MEDIANS

    PFIZER COMPARISON TO PEER GROUP MEDIANS The table below compares our 2024 revenue, net income and market capitalization to the median revenue, net income and market capitalization for our 2024 Pharmaceutical Peer and General Industry Comparator Groups.

  104. PFIZER COMPARISON TO PEER GROUP MEDIANS

    | In Billions | Pfizer ($) | Pharmaceutical Peer Group Median** ($) | General Industry Comparator Group Median ($) | | Revenue* | 63.6 | 48.3 | 71.0 | | Reported Net Income* | 8.0 | 10.7 | 9.7 | | Market Capitalization* | 145.3 | 213.6 | 170.8 |

  105. PFIZER COMPARISON TO PEER GROUP MEDIANS

    * Revenue and Net Income based on published earnings releases. Market Capitalization as of February 13, 2025. ** Excludes Novartis AG, Roche Holding AG, and Sanofi.

  106. PFIZER COMPARISON TO PEER GROUP MEDIANS

    | 2025 Proxy Statement Pfizer | 61 |

  107. Determining 2024 Awards — Paying for Performance

    Determining 2024 Awards — Paying for Performance The Committee determined the bonus pool funding based on a holistic review of the company’s overall performance (see “2024 Annual Incentive Award/Global Performance Plan (GPP)”). Consistent with the company’s pay for performance philosophy, based on the Committee’s assessment of the NEOs’ 2024 performance against their objectives, as well as Pfizer’s overall performance, the Committee made compensation decisions using its judgement, advice from its independent compensation consultant, and input from the CEO (in the case of the other NEOs), focusing on each NEO’s performance against their individual financial and strategic objectives and other performance factors.

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

    NEO Performance-Year Total Direct Compensation (Performance-Year TDC) and Summary Compensation Table Total Direct Compensation (SCT TDC) The Committee uses a Performance-Year TDC approach to determine the competitiveness of our total direct compensation (TDC) versus peers, and to evaluate the alignment of pay and performance. The compensation decisions for the NEOs reflect their contributions to the company’s overall performance and that of their respective role, area and/or function. The table below provides the Performance-Year TDC versus the SCT TDC for the NEOs and is not intended as a substitute for the SCT. The differences between the Performance-Year TDC (Column D) and SCT Total (Column F), as illustrated below, are attributed to the timing of the inclusion of the LTI awards and the SCT reporting requirements for the PSAs, as well as the other amounts included in Column F, as applicable, such as change in pension value, retirement contributions and the cost of security services. Generally, for the SCT, the long-term incentive grants made during the year are included but only after the goals are set; therefore, due to the use of three one-year goals, the SCT TDC (Column E) and SCT Total (Column F) reflect the full value of the TSRU grants made in 2024 and one-third of each outstanding PSA grant that uses 2024 as one of its performance years (2022 and 2024 PSAs). As detailed earlier in this Proxy Statement (see footnotes to the “Summary Compensation Table” and “Long-Term Incentive Award Modification”), the modified 2023 PSAs did not include 2024 performance as a goal as they were modified to provide for an extension of two years and a performance period of 2025 - 2027. These PSAs will be reported in the SCT at the time the goals for these years are set. The Performance-Year TDC reflects the full value of both the TSRU and the PSA grants made in March 2025 (the year following the performance year). Performance-Year TDC (Column D) for Dr. Bourla is $26.8 million compared to his 2024 SCT Total value (Column F) of $24.6 million, with the difference being that the reporting of LTI in the performance-year compensation shows the full value of the 2025 LTI grant, while the SCT Total shows the accounting expense for 2024 LTI awards, including the impact of the LTI award modification of the 2022 and 2023 TSRUs (approximately $1.0 million) and that these amounts do not include any portion of the 2023 PSAs. Additionally, the SCT includes among other things, $0.7 million for security services and $0.2 million in Savings Plan contributions. Performance-Year LTI Value (Column C) for Dr. Bourla is the March 2025 grant of $18.0 million. The value for the LTI awards reported in the SCT ($14.8 million) includes the February 2024 TSRU grants ($9.0M), the LTI award modification incremental fair value of the TSRU values of approximately $1.0 million and one-third of the value of the 2022 and 2024 PSA grants. The TSRU grants made in March 2025 will be reflected in the 2025 SCT and the PSA portion of the LTI award made in March 2025 will be reflected in the SCT over three years (2025, 2026 and 2027).

  109. 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) ($) | Annual Short- Term Incentive Award (paid in March 2025) (B) ($) | Annual LTI Award(3) (granted in March 2025) (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 | 7,020,000 | 18,000,000 | 26,820,000 | 23,652,663 | 24,648,727 | | D. Denton | 1,358,400 | 2,963,400 | 5,000,000 | 9,321,800 | 7,887,594 | 8,124,542 | | M. Dolsten(5) | 1,668,400 | 2,895,200 | — | 4,563,600 | 9,433,685 | 9,743,289 | | A. Malik | 1,356,300 | 3,093,200 | 4,500,000 | 8,949,500 | 8,041,106 | 8,294,270 | | C. Boshoff | 1,200,000 | 2,880,000 | 6,000,000 | 10,080,000 | 7,226,154 | 7,853,984 |

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

    (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 March 2025), 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’ value is included when the applicable goals are set; therefore, one-third of the value of the PSAs is included in the SCT TDC in each of the applicable performance years as a result of the use of separate established annual goals. (3)Annual LTI Award (Column C) amounts represent the 2025 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 2024 SCT. (4)SCT TDC (Column E) includes salary, bonus, non-equity incentive compensation paid for the year and the value of the equity awards made during the year. The value includes, as applicable, the TSRUs granted in 2024 (including the incremental value of the modification of the 2022 and 2023 TSRUs to extend their term and vesting by two years), and the value of one-third of each of the 2022 and 2024 PSAs. The SCT “Total” (Column F) is composed of Total Direct Compensation (Column E), plus the change in pension value and All Other Compensation. (5)Dr. Dolsten ceased serving as an executive officer at the close of business on December 31, 2024 and is no longer employed by the company having been terminated without cause on February 28, 2025. While Dr. Dolsten did receive a 2024 performance year bonus for his performance in 2024, his salary of $1,668,400 from April 2024 until his termination was unchanged, and he did not receive a 2025 annual long-term incentive award.

  111. Dr. Mikael Dolsten (Chief Scientific Officer, President, Pfizer Research & Development)

    Dr. Mikael Dolsten (Chief Scientific Officer, President, Pfizer Research & Development) Effective as of the close of business on December 31, 2024, Dr. Dolsten ceased serving as an executive officer of the company. To assist with the transition of his responsibilities, he served as a Special Advisor until his termination on February 28, 2025. As a result of his termination without cause, he became entitled to severance benefits under the Executive Severance Plan. Dr. Dolsten’s severance payment was calculated using the plan’s regular formula (greater of: 13 weeks’ pay (weekly pay defined as annual salary plus target bonus/52)) plus 3 weeks’ pay for each complete year of service or one year’s pay (annual salary plus target bonus). Based on his 16 completed years of service, Dr. Dolsten was entitled to 61 weeks’ pay or $3,914,323 as his cash severance. Pursuant to the terms of the Executive Severance Plan, the severance will be paid as a lump sum in the seventh month following his termination consistent with the plan terms. Outstanding equity awards held by Dr. Dolsten will be treated in accordance with the terms of the grants. Benefits provided are also consistent with the terms of each benefit plan and program. No enhanced treatment was provided in connection with his separation. Effective January 1, 2025, Chief Oncology Officer and Executive Vice President, Dr. Chris Boshoff, MD, FRCP, FMedSci, Ph.D. was appointed as Chief Scientific Officer and President, Research & Development.

  112. SECTION 4 — Benefit Programs

    SECTION 4 — Benefit Programs The following outlines some of our benefit programs available to eligible U.S.-based employees, including eligible NEOs (unless otherwise noted):

  113. 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 employees 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. employees, 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 “2024 Pension Benefits Table” and the “2024 Non-Qualified Deferred Compensation Table.” | | All eligible U.S. employees 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 employees, 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 employee 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 employee’s cost is available to active employees who at separation either are at least age 50 with at least 10 years of service and whose age and service equals or exceeds 65 or who are at least age 62 with at least five years of service. Employees who separate with at least 15 years of service (after age of 40), receive a retiree medical subsidy account which may only be used to pay Pfizer’s share of the retiree medical cost. For U.S. eligible employees, 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). Coverage at the retiree’s cost may continue after the subsidy is depleted. | | Executive Severance Plan Provides severance benefits to NEOs (including the other ELT members) in the event of involuntary termination of employment without Cause as defined in the plan (including position elimination or reorganization-related termination (other than for Cause)). Severance payments and benefits under the Executive Severance Plan are quantified in “Estimated Payments and Benefits upon Termination Table” later in this Proxy Statement. | 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 company’s executive severance policy provides that without shareholder approval, cash severance paid to our executives (including the NEOs) cannot exceed 2.99 times the sum of base salary plus 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. |

  114. SECTION 4 — Benefit Programs

    | 66 | Pfizer 2025 Proxy Statement |

  115. EQUITY AWARD GRANT PRACTICES

    EQUITY AWARD GRANT PRACTICES The Committee approved the equity awards to eligible employees, including the NEOs, at its February meeting. These awards are ratified by the independent Directors at the full Board meeting, typically, the fourth Thursday of February. In response to Item 402(x)(1) of Regulation S-K, the award grant practices approved by the Committee in early 2024 provide that grant dates will generally be the third business day following the expected 10-K filing but no earlier than the second business day following the actual 10-K filing. The Committee approved the 2025 annual equity awards at its February 26, 2025 meeting. These awards were then ratified by the independent Directors at the Board’s February 27, 2025 meeting with a grant date of March 4, 2025 (the close of the third business day following the 10-K filing). 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. Equity grants to certain newly hired employees, including executive officers, are effective on the last trading day of the month they commence employment with Pfizer. Special equity grants to continuing employees 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.

  116. COMPENSATION RECOVERY/CLAWBACK

    COMPENSATION RECOVERY/CLAWBACK In October 2023, the company updated its clawback policy to comply with the SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and NYSE rules. The 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. The company also maintains robust recovery/clawback policies that are in addition to any policies or recovery requirements required under the SEC rules. Our equity and cash incentive awards contain compensation recovery/clawback provisions that authorize the cancellation and/or reduction of outstanding awards, including time-based 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 also 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

  117. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  118. 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 | 2024 | 1,800,000 | — | 4,838,694 | 9,993,969 | 7,020,000 | — | 996,064 | 24,648,727 | | | 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 | | D. Denton Chief Financial Officer, EVP(7) | 2024 | 1,346,925 | — | 1,130,214 | 2,447,055 | 2,963,400 | — | 236,948 | 8,124,542 | | | 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 | 2024 | 1,654,300 | — | 1,565,751 | 3,318,434 | 2,895,200 | — | 309,604 | 9,743,289 | | | 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 | | A. Malik Chief U.S. Commercial Officer, EVP(8) | 2024 | 1,344,825 | — | 1,127,148 | 2,475,933 | 3,093,200 | — | 253,164 | 8,294,270 | | | 2023 | 1,294,800 | — | 1,336,257 | 2,190,418 | 0 | — | 599,259 | 5,420,734 | | C. Boshoff Chief Scientific Officer and President, Research & Development(9) | 2024 | 1,200,000 | — | 896,297 | 2,249,857 | 2,880,000 | — | 627,830 | 7,853,984 |

  119. SUMMARY COMPENSATION TABLE

    (1)Bonus. Shown in this column is Mr. Denton’s 2022 one-time sign-on cash payment (see the Leadership Transition section in the 2023 Proxy Statement). (2)Stock Awards. Represents for each year, one-third of the PSAs granted and including that year in its performance period. Typically, in accordance with ASC Topic 718, these amounts include one-third of the award as each of the three annual goals is set. The PSA values shown for 2024 (for all NEOs excluding Dr. Boshoff) represent one-third of the value of the PSAs granted in 2024 and 2022, as 2024 was the first year of the performance period for the 2024 grant and the first year of the performance period for the modified 2022 grant, which due to the LTI award modification is using 2024 – 2026 as the three-year performance period. The 2023 PSAs are not included as they do not use 2024 as a performance year due to the LTI award modification and will use 2025 – 2027 as the performance period for this award. As such, the modified 2023 award will have goals set in each of these years and will be included in the 2025, 2026 and 2027 Summary Compensation Table. See “Long-Term Incentive Award Modification” earlier in this Proxy Statement. There is no additional incremental cost for the modified PSAs, as these awards use variable/liability accounting. Pfizer will continue to amortize any remaining expense at the modification date over the remaining vesting from the original 3-year vesting period and continue to record the variable/liability accounting adjustment for market fluctuation over the two additional vesting years for the modified 5-year vesting period until these awards are settled. For Dr. Boshoff, the value shown represents one-third of the Portfolio Performance Shares (PPSs) granted to him, prior to him joining the ELT, which included 2024 as a performance period and had the goal set in 2024. PPSs are performance shares granted to employees working to advance Pfizer’s product pipeline and align payouts to the progress on our pipeline measured by three metrics which are the same metrics used for the pipeline modifier for the GPP. Dr. Boshoff’s stock award amount represents the PPSs and PSAs based on the year in which performance goals are set, which includes: one-third of the 2022 and 2023 PPSs and one-third of the 2024 PSAs. As an ELT member, he no longer receives PPS awards. The maximum potential values of the PSAs at the grant date, February 27, 2024 (using closing stock price of $26.89) based on the units included here (one-third of the grants in 2024 and 2022 (as applicable)), would be as follows (subject to rounding): Dr. Bourla—$9,677,388; Mr. Denton—$2,260,428; Dr. Dolsten—$3,131,502; Mr. Malik—$2,254,296; and Dr. Boshoff—$1,792,595 (including PPSs). The performance award 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 2024 grant date fair values (per share/unit) using the closing stock price on February 27, 2024 of $26.89 for the PSAs, and for the 5-Year and 7-Year TSRUs, the Monte Carlo values of $6.98 and $7.90, respectively, as discussed below:

  120. SUMMARY COMPENSATION TABLE

    | | A. Bourla | D. Denton | M. Dolsten | A. Malik | C. Boshoff | | A. PSAs at Target ($) | 9,000,002 | 2,249,994 | 3,000,010 | 2,249,994 | 2,249,994 | | B. TSRUs ($) | 8,999,427 | 2,249,857 | 2,999,811 | 2,249,857 | 2,249,857 | | C. 2024 LTI Award (Full Grant Date Fair Value) ($) (A + B) (Subject to Rounding) | 17,999,429 | 4,499,851 | 5,999,821 | 4,499,851 | 4,499,851 |

  121. SUMMARY COMPENSATION TABLE

    | 70 | Pfizer 2025 Proxy Statement |

  122. SUMMARY COMPENSATION TABLE

    (3)Option Awards. Represents the aggregate grant date fair values of the TSRUs in accordance with 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 2024 Annual Report on Form 10-K (Note 13. Share-Based Payments). The 5-Year and 7-Year TSRUs’ Monte Carlo values were $6.98 and $7.90, respectively.

  123. SUMMARY COMPENSATION TABLE

    | | A. Bourla | D. Denton | M. Dolsten | A. Malik | C. Boshoff* | | A. 2024 TSRUs Annual Grant($) | 8,999,427 | 2,249,857 | 2,999,811 | 2,249,857 | 2,249,857 | | B. 2022 Modified TSRUs** ($) | 502,739 | 74,247 | 154,689 | 103,125 | NA | | C. 2023 Modified TSRUs** ($) | 491,803 | 122,951 | 163,934 | 122,951 | NA | | D. Aggregate Incremental Fair Value of TSRUs Modified in September 2024** (B+C) | 994,542 | 197,198 | 318,623 | 226,076 | NA | | Total “Option Award” Values ($) (A+D) | 9,993,969 | 2,447,055 | 3,318,434 | 2,475,933 | 2,249,857 |

  124. SUMMARY COMPENSATION TABLE

    * Dr. Boshoff did not hold PSAs or TSRUs eligible for the LTI award modification; therefore, he did not participate in the modification offer. ** These amounts represent the incremental grant date fair value of $1.22 and $1.19, for each of the modified 2022 and 2023 5-year TSRUs, respectively, which were granted in February of those years. Mr. Denton’s 2022 grant was granted in May 2022, shortly after he joined Pfizer, and the incremental grant date fair value of the modification is $0.92 per TSRU. (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. (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 2024, 2023 and 2022, 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 2024 and 2022, respectively: Dr. Bourla—2024 ($72,343); and Dr. Dolsten— 2024 ($380,063) and 2022 ($1,512,532). 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 2024 represents the difference between the December 31, 2024 and December 31, 2023 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 the Pfizer Consolidated Supplemental Pension Plan for U.S. and Puerto Rico Employees (the Supplemental Pension Plan), based on the assumptions reflected in the company’s financials as of December 31, 2024, as shown below: a.Discount Rate: 5.73% for qualified pension plans; 5.61% for non-qualified pension plans. b.Lump Sum Interest Rates: For Pfizer Retirement Annuity Plan (the Pfizer Sub-Plan of the PCPP), rates based on implied forward rates developed from the November 2023 full yield curve published by the IRS in December 2024 for Pension Protection Act (PPA) funding calculation purposes, adjusted based on the movement in the Mercer Yield Curve spot rates during December 2024. For Wyeth Retirement Plan U.S. (the Wyeth Sub-Plan of the PCPP), 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.

  125. SUMMARY COMPENSATION TABLE

    | 2025 Proxy Statement Pfizer | 71 |

  126. SUMMARY COMPENSATION TABLE

    (6)All Other Compensation. Column amounts represent the incremental cost to the company of perquisites, matching contributions, RSCs and other contributions, as applicable, under the Savings Plan and the Supplemental Savings Plan received by each NEO as detailed in the table below:

  127. 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 | 56,253 | 15,000 | 20,276 | 661,133 | 402 | 17,250 | 225,750 | 996,064 | | D. Denton | 52,471 | 15,000 | — | 574 | 537 | 13,213 | 155,153 | 236,948 | | M. Dolsten | 65,913 | 15,000 | — | 5,310 | 50 | 44,850 | 178,481 | 309,604 | | A. Malik | 85,980 | 13,006 | — | — | 1,662 | 37,536 | 114,980 | 253,164 | | C. Boshoff | 91,775 | 7,700 | — | — | 366,355 | 15,146 | 146,854 | 627,830 |

  128. 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.Includes the value of incidental items provided in connection with attendance at Pfizer business meetings. Also, includes the nominal values from our employee-to-employee recognition program linked to our Pfizer values. ELT members, including the NEOs are also eligible for annual executive physicals; however, no NEOs utilized this service in 2024. i.For Mr. Denton, also includes relocation-related benefits pursuant to our relocation policy of $11. ii.For Dr. Boshoff, also includes relocation-related benefits pursuant to our relocation policy of $366,155. Consistent with our policy for all U.S. relocations, this amount includes gross-up payments totaling $13,091. c.Under the Savings Plan (up to IRC limits) and Supplemental Savings Plan, our NEOs (as applicable), 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 years of service) of eligible pay. (7)Mr. Denton joined Pfizer as Chief Financial Officer, Executive Vice President on May 2, 2022. (8)Mr. Malik joined Pfizer in August 2021 and was not an NEO in 2022. (9)Dr. Boshoff was appointed as Chief Scientific Officer and President, Research and Development, effective January 1, 2025 and was not an NEO in 2022 and 2023.

  129. SUMMARY COMPENSATION TABLE

    | 72 | Pfizer 2025 Proxy Statement |

  130. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    2024 GRANTS OF PLAN-BASED AWARDS TABLE This table provides additional information about non-equity incentive awards and long-term incentive awards granted to our NEOs during 2024. 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.”

  131. 2024 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) (#) | Exercise or Base Price of TSRU Awards ($/Sh) | Grant Date Fair Value of Stock and TSRU Awards(3) ($) | | Name | Compensation Committee Approved Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target(3) (#) | Maximum (#) | | | | | | A. Bourla | | | 0 | 3,600,000 | 9,000,000 | | | | | | | | | | 2/21/2024 | 2/27/2024 | | | | | | | | 644,640 | 26.89 | 4,499,587 | | | 2/21/2024 | 2/27/2024 | | | | | | | | 569,600 | 26.89 | 4,499,840 | | | 2/21/2024 | 2/27/2024 | | | | 0 | 179,944 | 359,888 | | | | 4,838,694 | | | | 9/12/2024 (4) | | | | | | | | 412,081 | | 502,739 | | | | 9/12/2024 (4) | | | | | | | | 413,280 | | 491,803 | | D. Denton | | | 0 | 1,346,988 | 3,367,470 | | | | | | | | | | 2/21/2024 | 2/27/2024 | | | | | | | | 161,160 | 26.89 | 1,124,897 | | | 2/21/2024 | 2/27/2024 | | | | | | | | 142,400 | 26.89 | 1,124,960 | | | 2/21/2024 | 2/27/2024 | | | | 0 | 42,031 | 84,062 | | | | 1,130,214 | | | | 9/12/2024 (4) | | | | | | | | 80,703 | | 74,247 | | | | 9/12/2024 (4) | | | | | | | | 103,320 | | 122,951 | | M. Dolsten | | | 0 | 1,654,377 | 4,135,943 | | | | | | | | | | 2/21/2024 | 2/27/2024 | | | | | | | | 214,880 | 26.89 | 1,499,862 | | | 2/21/2024 | 2/27/2024 | | | | | | | | 189,867 | 26.89 | 1,499,949 | | | 2/21/2024 | 2/27/2024 | | | | 0 | 58,228 | 116,456 | | | | 1,565,751 | | | | 9/12/2024 (4) | | | | | | | | 126,794 | | 154,689 | | | | 9/12/2024 (4) | | | | | | | | 137,760 | | 163,934 | | A. Malik | | | 0 | 1,344,888 | 3,362,220 | | | | | | | | | | 2/21/2024 | 2/27/2024 | | | | | | | | 161,160 | 26.89 | 1,124,897 | | | 2/21/2024 | 2/27/2024 | | | | | | | | 142,400 | 26.89 | 1,124,960 | | | 2/21/2024 | 2/27/2024 | | | | 0 | 41,917 | 83,834 | | | | 1,127,148 | | | | 9/12/2024 (4) | | | | | | | | 84,529 | | 103,125 | | | | 9/12/2024 (4) | | | | | | | | 103,320 | | 122,951 | | C. Boshoff(5) | | | 0 | 1,200,000 | 3,000,000 | | | | | | | | | | 2/21/2024 | 2/27/2024 | | | | | | | | 161,160 | 26.89 | 1,124,897 | | | 2/21/2024 | 2/27/2024 | | | | | | | | 142,400 | 26.89 | 1,124,960 | | | 2/21/2024 | 2/27/2024 | | | | 0 | 33,332 | 66,664 | | | | 896,297 |

  132. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)Amounts are the threshold, target and maximum annual incentive award payout for the January 1, 2024 - December 31, 2024 performance period. The actual 2024 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 2022 and 2024 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 2024 PSA grant. The 2023 PSA grants will be accounted for based on the modified performance years 2025-2027 and will be disclosed starting in the 2025 Summary Compensation Table included in the 2026 Proxy Statement (see “Long-Term Incentive Award Modification” earlier in this Proxy Statement). (3)Represent the award values as of the grant date (GAAP and as required under Regulation S-K). The values for the PSAs, PPSs and 5-Year and 7-Year TSRUs are shown at the respective grant date fair values as of: February 27, 2024 of $26.89, $6.98 and $7.90, respectively, in accordance with ASC Topic 718. The performance-based conditions that apply are discussed in the “2024 Annual Long-Term Incentive Award Program” section detailed earlier in this Proxy Statement. Long-term incentive grant values were converted into units using the closing stock price/value on the grant date. 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)Represents the incremental grant date fair values of modified LTI awards as of the modification date with respect to each applicable award (2022 and 2023 5-Year TSRUs) and does not reflect new awards. The modified 2022 and 2023 TSRUs incremental grant date fair values are $1.22 and $1.19, respectively for grants made in February of those years; for Mr. Denton’s grant made in May 2022 the incremental grant date fair value is $0.92. As discussed earlier in this Proxy Statement and as detailed further in the “SCT footnote 2” , there are no additional incremental costs for the modified PSAs, as Pfizer currently uses variable/liability accounting for these awards. Pfizer will continue to amortize any remaining expense at the modification date over the remaining original 3-year vesting period and continue to record the variable/liability accounting adjustment for market fluctuations over the two additional vesting years for the modified 5-year vesting period until these awards are settled. Therefore, there is no additional incremental cost for the PSAs. (5)For 2024, Dr. Boshoff received a grant of PSAs based on the ELT equity vehicles allocation of 50% PSAs, 25% 5-year TSRUs and 25% 7-year TSRUs. As noted previously, prior to becoming an ELT member, Dr. Boshoff received 50% of his long-term incentive award grant value as PPSs. As the PPS goals are set annually, the amount includes a portion of the PPSs granted in 2022 and 2023 which use 2024 as a performance year. As disclosed in the SCT, the amount includes: one-third of the 2022 and 2023 PPSs and one-third of the 2024 PSAs. As an ELT member, he no longer receives PPS awards, which are designed to reward eligible R&D employees for achieving R&D performance goals that support the pipeline.

  133. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | 2025 Proxy Statement Pfizer | 73 |

  134. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table details the outstanding equity awards held by our NEOs as of December 31, 2024.

  135. 2024 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 | 2/22/2018 | 238,399 | | 30.17 | 2/22/2025 | | | | | | | 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)(4) | | 412,081 | 45.96 | 2/24/2029 | | | | | | | 2/24/2022(3) | | 362,427 | 45.96 | 2/24/2029 | | | | | | | 2/23/2023(4) | | 413,280 | 42.30 | 2/23/2030 | | | | | | | 2/23/2023 | | 359,681 | 42.30 | 2/23/2030 | | | | | | | 2/27/2024 | | 644,640 | 26.89 | 2/27/2029 | | | | | | | 2/27/2024 | | 569,600 | 26.89 | 2/27/2031 | | | | | | | 1/1/2022–12/31/2026(3)(4) | | | | | | | 205,133 | 5,442,178 | | | 1/1/2023–12/31/2027(4) | | | | | | | 210,773 | 5,591,808 | | | 1/1/2024–12/31/2026 | | | | | | | 334,697 | 8,879,511 | | D. Denton | 5/31/2022(4) | | 80,703 | 53.04 | 5/31/2029 | | | | | | | 5/31/2022 | | 70,313 | 53.04 | 5/31/2029 | | | | | | | 2/23/2023(4) | | 103,320 | 42.30 | 2/23/2030 | | | | | | | 2/23/2023 | | 89,920 | 42.30 | 2/23/2030 | | | | | | | 2/27/2024 | | 161,160 | 26.89 | 2/27/2029 | | | | | | | 2/27/2024 | | 142,400 | 26.89 | 2/27/2031 | | | | | | | 1/1/2022–12/31/2026(4) | | | | | | | 42,421 | 1,125,429 | | | 1/1/2023– 12/31/2027(4) | | | | | | | 52,693 | 1,397,945 | | | 1/1/2024–12/31/2026 | | | | | | | 83,674 | 2,219,871 |

  136. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 74 | Pfizer 2025 Proxy Statement |

  137. 2024 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)(4) | | 126,794 | 45.96 | 2/24/2029 | | | | | | | 2/24/2022(3) | | 111,516 | 45.96 | 2/24/2029 | | | | | | | 2/23/2023(4) | | 137,760 | 42.30 | 2/23/2030 | | | | | | | 2/23/2023 | | 119,894 | 42.30 | 2/23/2030 | | | | | | | 2/27/2024 | | 214,880 | 26.89 | 2/27/2029 | | | | | | | 2/27/2024 | | 189,867 | 26.89 | 2/27/2031 | | | | | | | 11/7/2022(5) | | | | | 56,553 | 1,500,348 | | | | | 11/7/2022(5) | | | | | 31,275 | 829,722 | | | | | 1/1/2022–12/31/2026(3)(4) | | | | | | | 63,118 | 1,674,521 | | | 1/1/2023–12/31/2027(4) | | | | | | | 70,258 | 1,863,945 | | | 1/1/2024–12/31/2026 | | | | | | | 111,566 | 2,959,846 | | A. Malik | 2/24/2022(4) | | 84,529 | 45.96 | 2/24/2029 | | | | | | | 2/24/2022 | | 74,344 | 45.96 | 2/24/2029 | | | | | | | 2/23/2023(4) | | 103,320 | 42.30 | 2/23/2030 | | | | | | | 2/23/2023 | | 89,920 | 42.30 | 2/23/2030 | | | | | | | 2/27/2024 | | 161,160 | 26.89 | 2/27/2029 | | | | | | | 2/27/2024 | | 142,400 | 26.89 | 2/27/2031 | | | | | | | 1/1/2022–12/31/2026(4) | | | | | | | 42,079 | 1,116,356 | | | 1/1/2023–12/31/2027(4) | | | | | | | 52,693 | 1,397,945 | | | 1/1/2024–12/31/2026 | | | | | | | 83,674 | 2,219,871 | | C. Boshoff | 2/22/2018 | 8,741 | | 30.17 | 2/22/2025 | | | | | | | 2/28/2019 | 12,009 | | 38.71 | 2/28/2026 | | | | | | | 2/27/2020 | 21,127 | | 31.31 | 2/27/2027 | | | | | | | 2/25/2021 | 16,688 | | 33.82 | 2/25/2028 | | | | | | | 2/24/2022 | | 10,222 | 45.96 | 2/24/2029 | | | | | | | 2/23/2023 | | 17,984 | 42.30 | 2/23/2030 | | | | | | | 2/27/2024 | | 161,160 | 26.89 | 2/27/2029 | | | | | | | 2/27/2024 | | 142,400 | 26.89 | 2/27/2031 | | | | | | | 1/31/2022(6) | | | | | 65,245 | 1,730,950 | | | | | 2/24/2022(6) | | | | | 1,098 | 29,130 | | |

  138. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 2025 Proxy Statement Pfizer | 75 |

  139. 2024 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 ($) | | | 2/23/2023(6) | | | | | 3,864 | 102,512 | | | | | 12/29/2023(6) | | | | | 36,853 | 977,710 | | | | | 1/1/2020–12/31/2024(6) | | | | | | | 8,349 | 221,499 | | | 1/1/2022–12/31/2024(6) | | | | | | | 5,786 | 153,503 | | | 1/1/2023–12/31/2025(6) | | | | | | | 10,539 | 279,600 | | | 1/1/2024–12/31/2026 | | | | | | | 83,674 | 2,219,871 |

  140. 2024 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 and PPSs. The PSAs and PPSs 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 employees may “exercise” their vested TSRUs and convert them to PTUs which are settled on the settlement date of the underlying TSRUs. The RSUs and 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)TSRUs typically vest on the third anniversary of grant date and are settled on the fifth or seventh anniversary of grant, as applicable. The modified 2022 and 2023 5-year TSRUs now vest on the fifth anniversary of the original grant date and settle on the seventh anniversary. PSAs typically vest on the third anniversary of grant date and settle on the third anniversary of the grant date, as applicable. The modified 2022 and 2023 PSAs vest and settle on the fifth anniversary of the original grant date. (3)Dr. Bourla’s February 24, 2022 annual grant consists of the following awards (subject to rounding), which were not eligible for retirement treatment, with the 7-year TSRUs vesting on the third anniversary of the grant and the 5-year modified TSRUs and the PSAs vesting on the fifth anniversary of the original grant date:

  141. 2024 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 |

  142. 2024 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, with the 7-year TSRUs vesting on the third anniversary of the grant and the 5-year modified TSRUs and PSAs vesting on the fifth anniversary of the original grant date:

  143. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

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

  144. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    *Settled at zero value on February 25, 2024. (4)TSRUs typically vest on the third anniversary of the grant date and are settled on the 5th or 7th anniversary of the grant, as applicable. All eligible NEOs elected to modify their 2022 and 2023 5-year TSRUs and 2022 and 2023 PSAs in accordance with the Tender Offer which closed on September 12, 2024. The modification extended the term and vesting period for the 2022 and 2023 TSRUs by two years (from a 3-year vesting schedule and a 5-year settlement period to a 5-year vesting schedule and a 7-year settlement period). The modification of the 2022 and 2023 PSAs extended the vesting from 3 years to 5 years and the performance period for the 2022 PSAs was modified from 2022 - 2024 to 2024 - 2026 and for the 2023 PSAs from 2023 - 2025 to 2025 - 2027. (5)Dr. Dolsten exercised the following TSRUs and received the following resulting PTUs:

  145. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Exercise Date | TSRUs Exercised | TSRUs | PTUs | Distribution Date | | 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: | | 79,108 | |

  146. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (6)Dr. Boshoff’s annual (February grant date) LTI awards in 2020, 2022 and 2023 awards are PPSs and 7-year TSRUs. The 2020 PPS grant vested on the third anniversary of grant and settle on the fifth anniversary of grant and the 2022 and 2023 grants vest and settle on the third anniversary of grant. The 7-year TSRUs vest on the third anniversary of the grant date and settle on the 7th anniversary of the grant date. Dr. Boshoff’s January 31, 2022 RSU grant vested 50% on January 31, 2025 and the remaining 50% vest on January 31, 2026. His grants on February 24, 2022 and February 23, 2023 vest one-third per year on the anniversary of the grant date. His December 29, 2023 grant vests in full on December 29, 2026.

  147. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 76 | Pfizer 2025 Proxy Statement |

  148. 2024 OPTION/TSRU EXERCISES AND STOCK VESTED TABLE

    2024 OPTION/TSRU EXERCISES AND STOCK VESTED TABLE The following table provides additional information about the value realized by the NEOs on the TSRU award settlements and unit award vesting that occurred during 2024. 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, at which time they would be 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.

  149. 2024 OPTION/TSRU EXERCISES AND STOCK VESTED TABLE

    | | TSRU Awards | | | Option Awards | | Restricted Stock/Restricted Stock Units/Profit Units(1) | | | Performance Shares Paid February 2024(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 | 24,496 | 8,831 | 679,998 | — | — | — | — | — | — | — | — | | D. Denton(4) | — | — | — | — | — | 33,581 | 12,107 | 962,443 | — | — | — | | M. Dolsten | — | — | — | — | — | 111,530 | 46,259 | 2,911,966 | — | — | — | | A. Malik(4) | — | — | — | — | — | 49,369 | 20,195 | 1,432,208 | — | — | — | | C. Boshoff(5) | 1,871 | 675 | 51,941 | — | — | 7,418 | 2,161 | 205,920 | 26,965 | 8,944 | 740,251 |

  150. 2024 OPTION/TSRU EXERCISES AND STOCK VESTED TABLE

    (1)The amounts reported in this column represent the payment of PTUs from the exercises on March 3, 2022 by Dr. Dolsten of the TSRUs granted on February 23, 2017 and February 28, 2019, that settled on February 23, 2024 and February 28, 2024, respectively. The fair market values for the PTUs at settlement were $27.76 and $27.04 for the February 23, 2017 and February 28, 2019 grants, respectively. Additionally, Dr. Dolsten deferred the dividend equivalent units earned on the PTU awards resulting from the February 23, 2017 TSRU exercise in the amount of $152,427. The amount also includes RSUs for Messrs. Denton and Malik as disclosed in footnote 4 (below). (2)The 2021 PSAs which had a 2021-2023 performance period had a zero payout in 2024, so no amounts are reported in these columns for those holding these PSAs (Drs. Bourla and Dolsten). Dr. Boshoff had PPSs granted in 2019 and 2021 that settled in February 2024, which are reported in this column. Messrs. Denton and Malik did not have 2021 PSAs. (3)Represents 7-Year TSRUs, which were granted on February 23, 2017, and settled on February 23, 2024, using the settlement price (20-day average) of $27.37 and a fair market value of $27.76. The 5-Year TSRUs which were granted on February 28, 2019 settled in 2024 with a zero payout. (4)Mr. Denton’s RSUs represent the remaining 50% of the RSU award granted on May 31, 2022, which vested and settled on May 31, 2024 at a fair market value of $28.66 per share. The first 50% vested in 2023 on the first anniversary of the grant date. Mr. Malik’s RSUs granted on August 31, 2021 vested on August 31, 2024 and were distributed on September 3, 2024 (first trading day after the vesting date) at a fair market value of $29.01 per share. Dr. Boshoff’s RSUs granted on February 25, 2021 vested on February 25, 2024. The RSUs granted on February 24, 2022 vested one-third on February 24, 2024. Both awards were distributed on February 27, 2024 at a fair market value of $27.76 (first business day after vesting date). Dr. Boshoff also vested in one-third of his February 23, 2023 grant at a fair market value of $27.76. (5)For 2024, Dr. Boshoff, as an ELT member, received a grant of PSAs based on the ELT equity vehicles allocation of 50% PSAs, 25% 5-year TSRUs and 25% 7-year TSRUs. As an ELT member, he no longer receives PPS awards, which are designed to reward eligible R&D employees for achieving R&D performance goals that support the pipeline. The PPSs that settled in 2024 are reported in the Performance Share column noted above.

  151. 2024 PENSION BENEFITS TABLE(1)

    2024 PENSION BENEFITS TABLE(1)

  152. 2024 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 ($) | Immediate Annuity Payable on 12/31/2024 ($) | Lump Sum Value ($) | | A. Bourla(3) | Pension Plan | 24 | 99,753 | 1,223,972 | — | 99,753 | 1,325,499 | | | Supplemental Plan | | 8,697 | 92,336 | — | 8,697 | 106,978 | | M. Dolsten(4) | Pension Plan | 9 | 41,404 | 497,934 | — | 41,404 | 549,782 | | | Supplemental Plan | | 431,209 | 5,133,874 | — | 431,209 | 5,600,070 |

  153. 2024 PENSION BENEFITS TABLE(1)

    (1)Messrs. Denton and Malik and Dr. Boshoff are not participants in these plans. (2)Based on the December 31, 2024 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 (.0032520) and (.0030520) as of December 31, 2023 and December 31, 2024, 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. The PCPP retains both the Pfizer and legacy company pension formulas, including: the Wyeth Retirement Plan U.S. (the Wyeth 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 (collectively, the Supplemental Plans). Pension benefits for all eligible U.S.-based employees, including the eligible NEOs, were provided under the Pension Plan and Supplemental Plan formulas. For the purpose of computing the “Lump Sum Value” for the Pension and Supplemental Plans shown in the table (above), interest rates as of January 1, 2025 are 4.17% for annuity payments expected to be made during the first 5 years, 4.76% for payments after 5 and up to 20 years, and 5.25% 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, 2025 is based on the Unisex 1994 Group Annuity Mortality table blended 50% Male and 50% Female, and an interest rate of 2.10%, 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, 2024. 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 and Supplemental Plans are also listed in the table above.

  154. 2024 PENSION BENEFITS TABLE(1)

    | 78 | Pfizer 2025 Proxy Statement |

  155. Early Retirement Provisions

    Early Retirement Provisions Under the Pfizer Sub-Plan and Pfizer Supplemental Plan, the normal retirement age is 65. Employees may begin benefits earlier, subject to the following provisions: •If an employee terminates employment when the sum of their age and years of service equals or exceeds 90, the employee 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 an employee retires on or after age 55 having 10 or more years of service, the employee 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. Under the Wyeth Sub-Plan and Wyeth Supplemental Executive Retirement Plan, the normal retirement age is 65. Employees may begin benefits earlier, subject to the following provisions: •If an employee retires on or after age 55 having 10 or more years of service, the employee 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.

  156. Early Retirement Provisions

    | 2025 Proxy Statement Pfizer | 79 |

  157. 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)

    2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1) This table summarizes activity during 2024 and account balances in our various non-qualified savings and deferred compensation plans for our NEOs. The PSSP and DCP 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.

  158. 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)

    | Name | Plan(2) | Executive Contributions in 2024 ($) | Pfizer Contributions in 2024 ($)(3) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2024 ($)(4) | | A. Bourla | PSSP | 101,850 | 225,750 | 1,302,557 | — | 28,024,816 | | | Deferred PSA | — | — | (161,229) | — | 7,758,891 | | | Deferred RSU | — | — | (38,648) | — | 1,906,231 | | | Total: | 101,850 | 225,750 | 1,102,680 | — | 37,689,938 | | D. Denton | PSSP | 63,198 | 155,153 | 2,142,699 | — | 14,098,600 | | | Total: | 63,198 | 155,153 | 2,142,699 | — | 14,098,600 | | M. Dolsten | PSSP | 78,558 | 178,481 | 505,314 | — | 7,172,842 | | | Deferred RSU | 152,427 | — | 1,224,036 | — | 19,641,293 | | | Total: | 230,985 | 178,481 | 1,729,350 | — | 26,814,135 | | A. Malik | PSSP | 59,990 | 114,980 | 719,466 | — | 5,149,499 | | | Deferred GPP | — | — | 263,879 | — | 2,060,253 | | | Total: | 59,990 | 114,980 | 983,345 | — | 7,209,752 | | C. Boshoff | PSSP | 51,805 | 146,854 | 155,455 | — | 1,690,646 | | | Total: | 51,805 | 146,854 | 155,455 | — | 1,690,646 |

  159. 2024 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 2024, previously reported in 2023. 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 the obligations under the Wyeth SESP. (3)Represents PSSP company matching contributions and RSC earned in 2024 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, 2024. The amounts reported do not include the fourth quarter 2024 matching contributions or the RSC earned in 2024 because they were credited in early 2025; such amounts are included under the “Pfizer Contributions in 2024” 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.

  160. 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)

    | 80 | Pfizer 2025 Proxy Statement |

  161. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION, DISABILITY, DEATH, RETIREMENT OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION, DISABILITY, DEATH, RETIREMENT OR CHANGE IN CONTROL For involuntary termination and termination due to disability, death, retirement or a termination following a change in control (subject to the plan provisions), all NEOs are eligible for the LTI treatment and benefits program detailed below:

  162. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION, DISABILITY, DEATH, RETIREMENT OR CHANGE IN CONTROL

    | Involuntary (termination without cause) | | | Benefits Program | •Health and life insurance benefits, at active employee rates, for up to 24 months following termination date. •Savings Plan and Supplemental Savings Plan contributions generally will cease for those who are terminated due to involuntary termination without cause. •See also description of severance payments under the Executive Severance Plan in the CD&A above. | | Long-Term Incentive Program | •Vested TSRUs/PTUs will settle on the original settlement date. •Unvested TSRUs will vest on a prorated basis and settle on their settlement date. Remaining unvested TSRUs will be forfeited. •PSAs/PPSs will vest on a prorated basis and settle based on the actual performance at the end of the performance period. Remaining unvested PSAs will be forfeited. •RSUs will vest on a prorated basis and settle on and be paid upon the termination date. The remaining unvested RSUs will be forfeited. |

  163. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION, 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 their settlement date. •PSAs/PPSs 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. TSRUs will be settled using the greater of quarter end (prior to the death), Monte Carlo (binomial) valuation or the intrinsic value at time of death. •PSAs/PPSs immediately vest and are paid out based on actual performance for the completed years and target for uncompleted years. •RSUs immediately vest and are paid in full. |

  164. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION, DISABILITY, DEATH, RETIREMENT OR CHANGE IN CONTROL

    | 2025 Proxy Statement Pfizer | 83 |

  165. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION, DISABILITY, DEATH, RETIREMENT OR CHANGE IN CONTROL

    | 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 at least 5 years of continuous and uninterrupted service (for annual grants starting in 2022) or 55 with at least 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 their settlement date. •PSAs/PPSs 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, as of December 31, 2024, Drs. Bourla, Dolsten and Boshoff were eligible for retirement treatment and had long-term incentive awards with a value of $5,591,808 for Dr. Bourla, $1,863,945 for Dr. Dolsten and $786,243 for Dr. Boshoff, as of December 31, 2024 had they retired on that date. These amounts do not include $2,512,945 for Dr. Bourla, $3,036,441 for Dr. Dolsten and $60,654 for Dr. Boshoff, representing the current value of their vested but unsettled TSRUs (and PTUs, as applicable) as of December 31, 2024. 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/PPSs) 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 their settlement date. •PSAs/PPSs 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. |

  166. POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION, DISABILITY, DEATH, RETIREMENT OR CHANGE IN CONTROL

    | 84 | Pfizer 2025 Proxy Statement |

  167. CEO Pay Ratio

    CEO Pay Ratio The 2024 annual total compensation for Dr. Bourla was 269 times the annual total compensation of the median-paid employee as follows:

  168. CEO Pay Ratio

    | Annual Total Compensation | | | Albert Bourla | $24,648,727(1) | | Median-Paid Employee | $91,507(2) | | Ratio | 269:1 |

  169. CEO Pay Ratio

    (1)As reported in the “Total” column of the Summary Compensation Table. (2)Cash compensation (including overtime pay) of $87,892; equity of $0; change in pension of $3,574 plus all other compensation of $41. The annual total compensation, for purposes of the pay ratio, was determined using the requirements for the SCT for both Dr. Bourla and the median-paid employee. The employee representing the median-paid employee was newly identified for the 2025 Proxy Statement. The date chosen for identification of the median-paid employee was as of November 1 of the prior completed fiscal year. As the median-paid employee is employed 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 31, 2024). To identify the median-paid employee for the 2025 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, 2024. 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 November 1, 2024), 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.

  170. Pay–Versus–Performance Table (2020-2024)

    | | 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) | | 2024 | 24,648,727 | 38,522,253 | 8,504,021 | 11,713,836 | 89 | 164 | 8.03 | 17.96 | | 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 |