DEF 14A of Pfizer Inc, Mar 15, 2016

DEF 14A of Pfizer Inc

Filed Mar 15, 2016 · FY20150000930413-16-006044

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  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of the following 11 Directors. All Directors are elected annually by the affirmative vote of a majority of votes cast. Detailed information about each Director’s background, skill sets and areas of expertise can be found beginning on page 8.

  2. Our Director Nominees

    | | | | | | Committee Memberships | | | | | | | Name | Age* | Director Since | Occupation and Experience | Independent | Audit | Compensation | Corporate Governance | Regulatory/ Compliance | Science/ Technology | Other Public Boards | | Dennis A. Ausiello, M.D. Lead Independent Director | 70 | 2006 | Director, Center for Assessment Technology & Continuous Health, Physician-in-Chief, Emeritus, Massachusetts General Hospital & Jackson Distinguished Professor, Harvard Medical School | Yes | | | | | CHAIR | 2 | | W. Don Cornwell | 68 | 1997 | Retired Chairman & Chief Executive Officer, Granite Broadcasting Corporation | Yes | CHAIR | l | | l | l | 2 | | Joseph J. Echevarria | 59 | 2015 | Retired Chief Executive Officer, Deloitte LLP | Yes | l | | | l | l | 1 | | Frances D. Fergusson, Ph.D. | 71 | 2009 | President Emeritus, Vassar College | Yes | | | l | CHAIR | l | 1 | | Helen H. Hobbs, M.D. | 63 | 2011 | Investigator, Howard Hughes Medical Institute & Professor, University of Texas Southwestern Medical Center | Yes | | | l | l | l | – | | James M. Kilts | 68 | 2007 | Founding Partner, Centerview Capital | Yes | | CHAIR | | | l | 2 | | Shantanu Narayen | 52 | 2013 | President & Chief Executive Officer, Adobe Systems Incorporated | Yes | l | | l | | l | 1 | | Suzanne Nora Johnson | 58 | 2007 | Retired Vice Chairman, Goldman Sachs Group, Inc. | Yes | l | l | | | l | 3 | | Ian C. Read Chairman | 62 | 2010 | Chairman & Chief Executive Officer, Pfizer | No | | | | | | 1 | | Stephen W. Sanger | 70 | 2009 | Retired Chairman & Chief Executive Officer, General Mills, Inc. | Yes | l | | CHAIR | | l | 1 | | James C. Smith | 56 | 2014 | President & Chief Executive Officer, Thomson Reuters Corporation | Yes | | l | | l | l | 1 |

  3. Our Director Nominees

    * Age is as of the date of the 2016 Annual Meeting.

  4. Our Director Nominees

    | Pfizer 2016 Proxy Statement | 1 |

  5. Our Director Nominees

    | PROXY STATEMENT SUMMARY BOARD COMPOSITION / CORPORATE GOVERNANCE HIGHLIGHTS |

  6. 2015 KEY ELEMENTS OF EXECUTIVE COMPENSATION

    | Element | Type/Description | Objective | | Annual Salary (Cash) | The fixed amount of compensation for performing day-to-day responsibilities is set based on market data, job scope and responsibilities and experience. | Provides competitive level of fixed compensation | | Annual Short-Term Incentive Compensation/ Global Performance Plan (GPP) (Cash) | Our annual incentive plan pool is funded based on performance against Pfizer’s short-term financial goals (revenue, adjusted diluted earnings per share (EPS) and cash flow from operations). Individual awards are based on business unit and individual performance measured over the current year. | Provides short-term incentives tied to corporate performance against three operational metrics and links individual awards to both company and individual performance based on achievement of financial and strategic goals | | | 2015 Performance Metrics | | | | | | | Long-Term Incentive Compensation (100% Performance Based Equity) | • 5-Year Total Shareholder Return Units (TSRUs) • 7-Year Total Shareholder Return Units (TSRUs) • Performance Share Awards (PSAs) | TSRUs provide direct alignment with shareholders as awards are tied to absolute total shareholder return over a five- or seven-year period PSAs align executive compensation to operational goals through performance against a combination of operating income* over three one-year periods and TSR relative to the NYSE ARCA Pharmaceutical Index (DRG Index) over a three-year performance period |

  7. NEO Performance Year Total Direct Compensation

    | | | | Annual Incentive | Equity Award(1) | | | | | Year-End | Award (paid in | (granted in | Total Direct | | | | Salary | 2016) | 2016) | Compensation(2) | | Name | Year | (A) ($) | (B) ($) | (C) ($) | (D=A+B+C) ($) | | I. Read | 2015 | 1,870,000 | 4,300,000 | 13,245,212 | 19,415,212 | | F. D’Amelio | 2015 | 1,300,000 | 2,341,000 | 3,667,900 | 7,308,900 | | M. Dolsten | 2015 | 1,215,000 | 1,850,000 | 3,667,900 | 6,732,900 | | G. Germano | 2015 | 1,175,000 | 1,850,000 | 0 | 3,025,000 | | J. Young | 2015 | 1,100,000 | 2,100,000 | 3,667,900 | 6,867,900 |

  8. NEO Performance Year Total Direct Compensation

    | (1) The amounts represent the entire 2016 long-term incentive grant value, which includes the full PSA grant value. Consistent with historical practice, long-term incentive values are converted into units using the closing stock price/value on the first trading day of the week of grant and the accounting value is calculated based on the converted units valued using the closing stock price/value on the grant date, so these values usually differ. | | (2) The SCT total compensation includes equity awards valued on an accounting basis which reflects one-third of the PSA grant made during the year, change in pension benefits and the All Other Compensation, and as such, will differ significantly from the 2015 performance year TDC amounts shown in column D. |

  9. POTENTIAL DIRECTOR CANDIDATES

    POTENTIAL DIRECTOR CANDIDATES On an ongoing basis, the Corporate Governance Committee considers potential Director candidates identified on its own initiative, as well as candidates referred or recommended to it by other Directors, members of management, search firms, shareholders and other sources (including individuals seeking to join the Board). Shareholders who wish to recommend candidates may contact the Corporate Governance Committee in the manner described in “Communications with Directors.” All candidates are required to meet the criteria outlined above, as well as those discussed under “Director Independence” below and in our Corporate Governance Principles and other governing documents, as applicable, as determined by the Corporate Governance Committee in its sole discretion. Shareholder nominations must be made according to the procedures required under our By-laws (including via our proxy access by-law) and described in this Proxy Statement under the heading “Submitting Proxy Proposals and Director Nominations for the 2017 Annual Meeting.” Shareholder-recommended candidates and shareholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Corporate Governance Committee in the same manner as the Corporate Governance Committee’s nominees. Our 2016 Director Nominees The Corporate Governance Committee and the Board believe that each nominee for Director brings a strong and unique set of attributes, experiences and skills to Pfizer and that the combination of these nominees creates an effective and well-functioning Board that has an optimal balance of experience, leadership, competencies, qualifications and skills in areas of importance to Pfizer and serves the company and our shareholders well.

  10. POTENTIAL DIRECTOR CANDIDATES

    | YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THESE NOMINEES AS DIRECTORS. |

  11. POTENTIAL DIRECTOR CANDIDATES

    | Pfizer 2016 Proxy Statement | 7 |

  12. POTENTIAL DIRECTOR CANDIDATES

    Director Nominees

  13. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 2006 Lead Independent Director since April 2015 Board Committees: Science and Technology (Chair) Other Current Public Boards: Alnylam Pharmaceuticals, Inc. and Seres Therapeutics, Inc. | Dennis A. Ausiello, M.D., 70 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Director, Center for Assessment Technology and Continuous Health (CATCH). Physician-in-Chief, Emeritus at Massachusetts General Hospital and Chief of Medicine at Massachusetts General Hospital from 1996 until April 2013. Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School. President of the Association of American Physicians in 2006. Member of the Institute of Medicine of the National Academies of Science and a Fellow of the American Academy of Arts and Sciences. Director of Alnylam Pharmaceuticals, Inc., Seres Therapeutics, Inc., TARIS BioMedical LLC and several nonprofit organizations. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Medicine, Science & Healthcare/Academia: Dr. Ausiello’s experience and training as a practicing physician (Board certified in nephrology), a scientist and a nationally recognized leader in academic medicine enable him to bring valuable insights to the Board, including through his understanding of the scientific nature of our business and the ability to assist us in prioritizing opportunities for drug development. R&D/Business Leadership & Operations: Dr. Ausiello oversaw a large research portfolio and an extensive research and education budget at Massachusetts General Hospital, giving him a critical perspective on drug discovery and development and providing a fundamental understanding of the potential pathways contributing to disease. Leadership: Through his past experience as the Chief of Medicine at Massachusetts General Hospital, Dr. Ausiello also brings leadership, oversight and finance experience to the Board. |

  14. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 1997 Board Committees: Audit (Chair), Compensation, Regulatory and Compliance and Science and Technology Other Current Public Boards: American International Group, Inc. and Avon Products, Inc. | W. Don Cornwell, 68 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Chairman of the Board and Chief Executive Officer of Granite Broadcasting Corporation (Granite) from 1988 until his retirement in August 2009, and served as Vice Chairman of the Board until December 2009. Granite filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code in December 2006 and emerged from its restructuring in June 2007. Director of American International Group, Inc. and Avon Products, Inc. Director of the Edna McConnell Clark Foundation. Director of the Wallace Foundation from 2002 until 2012 and previously served as a Director of CVS Caremark (including two years as Chair of its Compensation Committee) for over 10 years. Trustee of Big Brothers/Sisters of New York. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Business Leadership/Talent Management/Risk Management: Through Mr. Cornwell’s 38-year career as an entrepreneur driving the growth of a consumer-focused media company, an executive in the investment banking industry and a director of several significant consumer product and healthcare companies, he has valuable business, leadership and management experience and brings important perspectives on the issues facing Pfizer. Mr. Cornwell founded and built Granite, a consumer-focused media company, through acquisitions and operating growth, enabling him to provide insight and guidance on strategic direction and growth. Finance and Accounting: Mr. Cornwell’s strong financial background, including his work at Goldman Sachs prior to co-founding Granite and his service and leadership on the audit, finance and investment committees of other companies, also provides financial expertise to the Board, including an understanding of financial statements, corporate finance, accounting and capital markets. |

  15. POTENTIAL DIRECTOR CANDIDATES

    | 8 | Pfizer 2016 Proxy Statement |

  16. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 2015 Board Committees: Audit, Regulatory and Compliance, and Science and Technology Other Current Public Boards: The Bank of New York Mellon Corporation | Joseph J. Echevarria, 59 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Chief Executive Officer of Deloitte LLP (Deloitte), a global provider of professional services, from 2011 until his retirement in 2014. During his 36-year tenure with Deloitte, he served in various leadership roles, including Deputy Managing Partner, Southeast Region Audit Managing Partner and U.S. Managing Partner and Chief Operating Officer. Director of The Bank of New York Mellon Corporation. Member of the President’s Export Council and the Presidential Commission on Election Administration. CEO of My Brother’s Keeper Alliance. Member of the Board of Trustees of the University of Miami. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Business Leadership/International Business: Mr. Echevarria’s 36-year career at Deloitte brings financial expertise, international business and leadership skills to the Board. Finance and Accounting: Mr. Echevarria’s financial acumen, including his significant previous audit experience, expertise in accounting issues and his service on the audit committee of another public company, 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 public service on the President’s Export Council. |

  17. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 2009 Board Committees: Corporate Governance, Regulatory and Compliance (Chair) and Science and Technology Other Current Public Boards: Mattel, Inc. | Frances D. Fergusson, Ph.D., 71 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: President Emeritus of Vassar College since 2006 and President from 1986 to 2006. Served on the Mayo Clinic Board for 14 years, the last four years as its Chairman, and as President of the Board of Overseers of Harvard University from 2007 through 2008. Director of Wyeth from 2005 until 2009. Director of Mattel, Inc. She serves as a Trustee of the J. Paul Getty Trust (executive committee) and Second Stage Theatre, and as a Director on the executive committee of The John and Mable Ringling Museum of Art Foundation, Inc. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Leadership/Academia: Dr. Fergusson has strong leadership skills, having served as President of Vassar College for 20 years and, during her tenure, developing a long-term financial plan and strengthening the College’s financial position. She has also headed strategic planning projects at Vassar College and other organizations. Healthcare: Dr. Fergusson’s service on the boards of not-for-profit organizations, including the Mayo Clinic (which she chaired from 1998 to 2002), enables her to bring to the Board experience and knowledge of healthcare from various perspectives. |

  18. POTENTIAL DIRECTOR CANDIDATES

    | Pfizer 2016 Proxy Statement | 9 |

  19. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 2011 Board Committees: Corporate Governance, Regulatory and Compliance and Science and Technology Other Current Public Boards: None | Helen H. Hobbs, M.D., 63 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Investigator of the Howard Hughes Medical Institute since 2002, Professor of Internal Medicine and Molecular Genetics and Director of the McDermott Center for Human Growth and Development at the University of Texas Southwestern Medical Center. Member of the American Society for Clinical Investigation and the Association of American Physicians. Elected to the National Academy of Medicine in 2004, the American Academy of Arts and Sciences in 2006, and the National Academy of Sciences in 2007. She received both the Clinical Research Prize (2005) and Distinguished Scientist Award (2007) from the American Heart Association. In 2012, she received the inaugural International Society of Atherosclerosis Prize and in 2015 she received both the Pearl Meister Greengard Award and the Breakthrough Prize in Life Sciences. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Academia/Medicine & Science/Healthcare: Dr. Hobbs’ background reflects significant achievements in academia and medicine. She has served as a faculty member at the University of Texas Southwestern Medical Center for more than 20 years and is a leading geneticist in the arena of metabolism and heart disease, areas in which Pfizer has significant investments and experience. Pfizer benefits from her experience, expertise and achievements in both medicine and science. |

  20. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 2007 Board Committees: Compensation (Chair) and Science and Technology Other Current Public Boards: MetLife, Inc. and Nielsen Holdings N.V. | James M. Kilts, 68 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Founding Partner, Centerview Capital, a private equity firm, since 2006. Vice Chairman, The Procter & Gamble Company (Procter & Gamble), from 2005 to 2006. Chairman and Chief Executive Officer, The Gillette Company (Gillette), from 2001 to 2005 and President, Gillette, from 2003 to 2005. President and Chief Executive Officer, Nabisco Group Holdings Corporation (Nabisco), from 1998 until its acquisition in 2000. Non-Executive Director of the Board of Nielsen Holdings N.V., Chairman of the Board of Nielsen Holdings N.V. (from January 2011 until December 2013) and Chairman of the Nielsen Company B.V. (from 2009 until 2014), Director of MetLife, Inc., Chairman of Big Heart Pet Brands until March 2015 and Director of Meadwestvaco Corporation until April 2014. Emeritus Trustee of Knox College and Trustee of the University of Chicago, a member of the Board of Overseers of Weill Cornell Medical College, and Founder and Co-Chair, Steering Committee, of the Kilts Center for Marketing at the University of Chicago Booth School of Business. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Business Leadership/International Business: Mr. Kilts’ tenure as CEO of Gillette and Nabisco and as Vice Chairman of Procter & Gamble provides valuable business, leadership and management experience, including expertise in cost management, value creation and resource allocation. In addition, Mr. Kilts’ knowledge of consumer businesses has given him insights on reaching consumers and on the importance of innovation - both important aspects of Pfizer’s business. Through Mr. Kilts’ service on various compensation committees, including ours, he has a strong understanding of executive compensation and related areas. Healthcare: Through his service on the board of MetLife, Inc. an insurance company, Mr. Kilts offers a view of healthcare from another perspective. |

  21. POTENTIAL DIRECTOR CANDIDATES

    | 10 | Pfizer 2016 Proxy Statement |

  22. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 2013 Board Committees: Audit, Corporate Governance and Science and Technology Other Current Public Boards: Adobe Systems Incorporated | Shantanu Narayen, 52 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: President and Chief Executive Officer and Director of Adobe Systems Incorporated (Adobe), a producer of creative and digital marketing software. Prior to his appointment as CEO in December 2007, Mr. Narayen 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. Director of Dell Inc. from 2009 until October 2013 and Director of Metavante Technologies Inc. from 2007 until 2009. He serves as President of the Board of Adobe Foundation, which funds philanthropic initiatives around the world. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Business Leadership & Operations/ International Business/Finance: Mr. Narayen’s experience as President and CEO of Adobe brings strong leadership and management skills to the Board, and his past roles in worldwide product development provide valuable global operations experience. His past experience as a director on other public boards provides a broad perspective on issues facing public companies and governance matters. Technology: Mr. Narayen also brings a strong technology background to Pfizer’s Board, as well as a diversity of experience that benefits Pfizer. |

  23. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 2007 Board Committees: Audit, Compensation and Science and Technology Other Current Public Boards: American International Group, Inc., Intuit Inc. and Visa Inc. | Suzanne Nora Johnson, 58 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Retired Vice Chairman, Goldman Sachs Group, Inc. (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. Director of American International Group, Inc., Intuit Inc. and Visa Inc. Member of the Board of Governors of the American Red Cross; Vice Chair, Board of Trustees of The Brookings Institution; Co-Chairman of the Board of Trustees of the Carnegie Institution of Washington; and member of the Board of Trustees of the University of Southern California. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Business Leadership & Operations/Risk Management: Ms. Nora Johnson’s careers in law and investment banking, including serving in various leadership roles at Goldman Sachs, provide valuable business experience and critical insights on the roles of the law, finance and strategic transactions to our business. Healthcare/Pharma: Ms. Nora Johnson’s extensive knowledge of healthcare through her role in healthcare investment banking and her involvement with not-for-profit organizations, such as in scientific research (The Carnegie Institution), healthcare policy (RAND Corporation and The Brookings Institution) and healthcare services (the American Red Cross), provide touchstones of public opinion and exposure to diverse, global points of view. Finance & Accounting: Ms. Nora Johnson also brings financial expertise to the Board, providing an understanding of financial statements, corporate finance, accounting and capital markets. |

  24. POTENTIAL DIRECTOR CANDIDATES

    | Pfizer 2016 Proxy Statement | 11 |

  25. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 2010 Other Current Public Boards: Kimberly-Clark Corporation | Ian C. Read, 62 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Chairman of the Board and Chief Executive Officer of Pfizer since December 2011. President and Chief Executive Officer from December 2010. Previously, he served as Senior Vice President and Group President of the Worldwide Biopharmaceutical Businesses, which he led from 2006 through December 2010. In that role, he oversaw five global business units—Primary Care, Specialty Care, Oncology, Established Products and Emerging Markets. Mr. Read began his career with Pfizer in 1978 as an operational auditor. He worked in Latin America through 1995, holding positions including Chief Financial Officer, Pfizer Mexico, and Country Manager, Pfizer Brazil. In 1996, he was appointed President of Pfizer’s International Pharmaceuticals Group, with responsibility for Latin America and Canada. He became Executive Vice President, Europe, in 2000, was named a Corporate Vice President in 2001, and assumed responsibility for Canada, in addition to Europe, in 2002. Mr. Read later became accountable for operations in both the Africa/Middle East region and Latin America as well. Director of Kimberly-Clark Corporation. Mr. Read serves on the Boards of Pharmaceutical Research and Manufacturers of America (PhRMA) and the Partnership of New York City. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Business Leadership & Operations/International Business/Pharma: Mr. Read brings over 35 years of business, operating and leadership experience to the Board. His extensive knowledge of the biopharmaceutical industry in general, and Pfizer’s worldwide biopharmaceutical business in particular, provides crucial insight to our Board on the company’s strategic planning and operations. Mr. Read provides an essential link between management and the Board on management’s business perspectives, and the combination of his knowledge of the business and his leadership skills make his role as Chairman and CEO optimal at this time. Further, his experience as a member of another public company board provides him with an enhanced perspective on issues applicable to public companies. |

  26. POTENTIAL DIRECTOR CANDIDATES

    | 12 | Pfizer 2016 Proxy Statement |

  27. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 2009 Board Committees: Audit, Corporate Governance (Chair) and Science and Technology Other Current Public Boards: Wells Fargo & Company | Stephen W. Sanger, 70 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: Chairman of General Mills, Inc. (General Mills), a packaged food producer and distributor, from 1995 until his retirement in 2008 and its Chief Executive Officer from 1995 to 2007. Former Chairman of the Grocery Manufacturers of America. Recipient of the Woodrow Wilson Award for Public Service in 2009. Chaired the Fiscal Policy Committee of the Business Roundtable and served as a director of Catalyst. Director of Wells Fargo & Company. Director of Target Corporation from 1996 until 2013. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Business Leadership/Talent Management/Finance: With more than 12 years’ experience as Chairman and CEO of General Mills, Mr. Sanger has valuable business, leadership and management experience, including experience in acquisitions through the purchase of Pillsbury, creating one of the world’s largest food companies. Operations/Risk Management: As CEO of General Mills, Mr. Sanger improved sales and market position, developed innovative ideas and streamlined operations, expertise which benefits Pfizer. In addition, Mr. Sanger has experience leading a company whose products are subject to FDA regulation, lending insight into the regulated nature of our consumer healthcare business. |

  28. POTENTIAL DIRECTOR CANDIDATES

    | Director Since: 2014 Board Committees: Compensation, Regulatory and Compliance and Science and Technology Other Current Public Boards: Thomson Reuters Corporation | James C. Smith, 56 POSITION, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE: President and Chief Executive Officer and Director of Thomson Reuters Corporation, a provider of intelligent information for businesses and professionals, since January 2012 and its Chief Operating Officer from September 2011 to December 2011 and Chief Executive Officer, Thomson Reuters Professional Division, from 2008 to 2011. Prior to the acquisition of Reuters Group PLC by The Thomson Corporation (Thomson) in 2008, he served as Chief Operating Officer of Thomson and as President and Chief Executive Officer of Thomson Learning’s Academic and Reference Group. Member of the International Business Council of the World Economic Forum, the International Advisory Boards of British American Business and the Atlantic Council. | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: Business Leadership/Talent Management: Mr. Smith’s experience as President and CEO of Thomson Reuters Corporation brings valuable leadership and management skills. Operations/International Business: Pfizer benefits from Mr. Smith’s organizational expertise and leadership experience, honed during the merger and subsequent integration of two of the information industry’s preeminent firms, as well as his strong operational and international expertise from his experience as Chief Operating Officer. |

  29. POTENTIAL DIRECTOR CANDIDATES

    | Pfizer 2016 Proxy Statement | 13 |

  30. POTENTIAL DIRECTOR CANDIDATES

    Governance Overview Pfizer is committed to exercising good corporate governance practices. We believe that good governance promotes the long-term interests of our shareholders, strengthens Board and management accountability and improves our standing as a trusted member of society. We maintain and enhance our long record of excellence in corporate governance by regularly refining our corporate governance policies and procedures to reflect evolving practices and issues raised by our shareholders and other stakeholders. Our governance structure and processes are based on key governance documents, including our Corporate Governance Principles. The Principles govern the operation of the Board of Directors and its Committees and guide the Board and our Executive Leadership Team in the execution of their responsibilities. The Principles are reviewed at least annually and are updated periodically in response to changing regulatory requirements, evolving practices, issues raised by our shareholders and other stakeholders, and otherwise as circumstances warrant. Our Corporate Governance Principles are included as “Annex 1” to this Proxy Statement.

  31. Collaborate

    Collaborate We strive for a collaborative approach to shareholder outreach and value the variety of investors’ perspectives received, which helps deepen our understanding of their interests and motivations. Items on the meeting agendas cover a wide range of topics, including, but not limited to, those listed below. Summary of 2015 Shareholder Discussions Board-related: Many of our discussions addressed the subject of board composition as investors are keenly focused on Director skills, tenure and diversity, with a particular desire to understand how the Board considers renewal and the evolution of its composition in connection with current and future business needs. In general, investors expressed minimal concerns about our Board’s composition, individual Directors, our Board policies or our overall approach to shareholder engagement. Investors were pleased with the addition of several new Directors in recent years, which brings the average tenure to seven years. With respect to risk oversight, investors were interested in our overall ERM program, and in particular, our cybersecurity risk management program. Several investors sought further clarity about the specific roles of the Board and the Audit and Regulatory and Compliance Committees in the risk oversight process. Action taken: See information on board composition and risk oversight throughout this Proxy Statement. Executive Compensation: During our discussions, investors continued to show support for our overall executive compensation program and viewed it as well-structured and aligned with performance. Investors were particularly interested in discussing recent changes to the long-term components of our program, including the use of operating income as a financial metric and the DRG Index as a comparator group for evaluating performance for our PSAs beginning in 2015. Most viewed our review of the performance metrics and the changes to the metrics, as well as the change to replace restricted stock unit awards with PSAs for our executives, making all of their long-term compensation performance based, as positive. Several investors requested enhanced disclosure around our short-term and long-term incentive programs. Action taken: See “Compensation Discussion and Analysis” section later in this Proxy Statement.

  32. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION In 2015, compensation for our non-employee Directors consisted of the following:

  33. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Position | Cash Retainers* | Pfizer Stock Units | | Board Member | $137,500 | $162,500 | | Chair of each Board Committee | $30,000 | | | Lead Independent Director | $50,000** | |

  34. NON-EMPLOYEE DIRECTOR COMPENSATION

    | * Each of Dr. Tessier-Lavigne, Ms. Horner and Messrs. Echevarria and Lorch were paid a prorated portion of their respective cash retainers for the period they served as Directors in 2015. | | ** Dr. Ausiello was paid a prorated portion of the cash retainer for the period he served as Lead Independent Director in 2015. |

  35. NON-EMPLOYEE DIRECTOR COMPENSATION

    Under the Pfizer Inc. Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors (Unit Award Plan), during 2015, each Director (other than Mr. Echevarria) received Pfizer stock units with a value of $162,500 as of the date of grant upon election at the 2015 Annual Meeting of Shareholders, provided the Director continued to serve as a Director following the Meeting. In 2016, each Director will receive Pfizer stock units with a value of $162,500 as of the date of grant upon election at the 2016 Annual Meeting of Shareholders, provided the Director continues to serve as a Director following the Meeting. A new Director also receives Pfizer stock units in a like amount when first elected to the Board. In 2015, Mr. Echevarria received Pfizer stock units with a value of $162,500 as of the date of grant upon his election to the Board.

  36. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS 2015 Non-Employee Director Stock Ownership Shares held as a multiple of Annual Cash Retainer (dollar value of shares determined using Pfizer's closing stock price as of December 31, 2015)

  37. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (1) Mr. Smith became a member of our Board in June 2014 and Mr. Echevarria became a member of our Board in June 2015. Directors have five years from the date of his or her first election as a Director or, if later, from an increase in the amount of Pfizer stock required to be held, to satisfy the stock ownership requirement. |

  38. COMPENSATION OF NON-EMPLOYEE DIRECTORS 2015 DIRECTOR COMPENSATION TABLE

    COMPENSATION OF NON-EMPLOYEE DIRECTORS 2015 DIRECTOR COMPENSATION TABLE 2015 Director Compensation Table The following table shows 2015 compensation for our non-employee Directors.

  39. COMPENSATION OF NON-EMPLOYEE DIRECTORS 2015 DIRECTOR COMPENSATION TABLE

    | | Fees Earned | Equity/Stock | All Other | | | | or Paid in Cash | Awards(1) | Compensation(2) | Total | | Name | ($) | ($) | ($) | ($) | | Dennis A. Ausiello, M.D. | 200,833 | 162,500 | 13,650 | 376,983 | | W. Don Cornwell | 167,500 | 162,500 | 15,000 | 345,000 | | Joseph J. Echevarria(3) | 71,016 | 162,500 | — | 233,516 | | Frances D. Fergusson, Ph.D. | 167,500 | 162,500 | 12,975 | 342,975 | | Helen H. Hobbs, M.D. | 137,500 | 162,500 | 18,460(2) | 318,460 | | Constance J. Horner(3) | 45,833 | — | 7,000 | 52,833 | | James M. Kilts | 167,500 | 162,500 | 15,000 | 345,000 | | George A. Lorch(3) | 62,500 | — | — | 62,500 | | Shantanu Narayen | 137,500 | 162,500 | 15,000 | 315,000 | | Suzanne Nora Johnson | 137,500 | 162,500 | 15,000 | 315,000 | | Stephen W. Sanger | 167,500 | 162,500 | 15,000 | 345,000 | | James C. Smith | 137,500 | 162,500 | — | 300,000 | | Marc Tessier-Lavigne, Ph.D.(3) | 51,563 | 162,500 | — | 214,063 |

  40. COMPENSATION OF NON-EMPLOYEE DIRECTORS 2015 DIRECTOR COMPENSATION TABLE

    | (1) For all Directors except Mr. Echevarria, represents stock units awarded in 2015 to Directors who were re-elected at the 2015 Annual Meeting of Shareholders. The number of units granted was determined by dividing the grant date value of the award, $162,500, by $35.36, the closing price of Pfizer’s common stock on April 23, 2015. In the case of Mr. Echevarria, represents stock units awarded on June 25, 2015, upon his election as a Director, determined by dividing the grant date value of the award, $162,500, by $34.02, the closing price of Pfizer’s common stock on June 25, 2015. At the end of 2015, the aggregate number of stock units (including dividend equivalents) held by each current non-employee Director was as follows: Dr. Ausiello, 30,887; Mr. Cornwell, 106,534; Mr. Echevarria, 7,078; Dr. Fergusson, 42,344; Dr. Hobbs, 37,320; Mr. Kilts, 114,785; Mr. Narayen, 25,579; Ms. Nora Johnson, 47,394; Mr. Sanger, 96,039; and Mr. Smith, 16,955. | | (2) The amounts in this column represent charitable contributions made in 2015 under our matching gift program (see “Matching Gift Program” above). Dr. Hobbs’ amount reflects matching contributions made in 2015 in respect of 2014 and 2015 contributions. Certain charitable contributions by our Directors are not eligible for matching contributions under the programs and, therefore, the amounts in the above table may not reflect all such contributions made by our Directors. | | (3) Ms. Horner and Mr. Lorch retired as Directors, effective at the 2015 Annual Meeting of Shareholders. Dr. Tessier-Lavigne resigned as a Director on May 14, 2015. Mr. Echevarria was elected as a Director, effective June 25, 2015. |

  41. COMPENSATION OF NON-EMPLOYEE DIRECTORS 2015 DIRECTOR COMPENSATION TABLE

    | Pfizer 2016 Proxy Statement | 31 |

  42. COMPENSATION OF NON-EMPLOYEE DIRECTORS 2015 DIRECTOR COMPENSATION TABLE

    Securities Ownership The table below shows the number of shares of our common stock beneficially owned (as of the close of business on January 29, 2016) by each of our Directors and each NEO listed in the 2015 Summary Compensation Table, as well as the number of shares beneficially owned by all of our current Directors and executive officers as a group. Together, these individuals beneficially own less than one percent (1%) of our common stock outstanding. The table and footnotes also include information about stock options, TSRUs, 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.

  43. COMPENSATION OF NON-EMPLOYEE DIRECTORS 2015 DIRECTOR COMPENSATION TABLE

    | | | | Options | | | Number of Shares or Units | | Exercisable | | Beneficial Owners | Common Stock | Stock Units | Within 60 Days | | Dennis A. Ausiello, M.D. | 2,362(1) | 30,887(2) | | | W. Don Cornwell | 1,759(1) | 106,534(2) | | | Frank A. D’Amelio | 342,003(3) | 112,066(4) | 292,000 | | Mikael Dolsten, M.D., Ph.D. | 300,941(3) | 76,674(4) | | | Joseph J. Echevarria | — | 7,078(2) | | | Frances D. Fergusson, Ph.D. | — | 42,344(2) | | | Geno J. Germano* | 258,816(1)(3) | 72,475(4) | | | Helen H. Hobbs, M.D. | — | 37,320(2) | | | James M. Kilts | 2,259(1) | 114,785(2) | | | Shantanu Narayen | — | 25,579(2) | | | Suzanne Nora Johnson | 10,000 | 47,394(2) | | | Ian C. Read | 1,261,099(3)(5) | 426,108(4) | 275,000 | | Stephen W. Sanger | 85(1) | 96,039(2) | | | James C. Smith | 2,000 | 16,955(2) | | | John D. Young | 85,734(3) | 57,487(4) | 41,700 | | All Directors and Executive Officers as a group (23) | 2,897,482 | 1,676,740 | 728,700 |

  44. COMPENSATION OF NON-EMPLOYEE DIRECTORS 2015 DIRECTOR COMPENSATION TABLE

    | * On February 8, 2016, we announced that Mr. Germano will be leaving Pfizer. Mr. Germano ceased serving as an executive officer, including his role as Group President, Global Innovative Pharma (GIP) business effective with the announcement. | | (1) Includes the following shares held in the names of family members: Dr. Ausiello, 2,362 shares; Mr. Cornwell, 300 shares; Mr. Germano, 1,587 shares; Mr. Kilts, 2,259 shares; and Mr. Sanger, 85 shares. Dr. Ausiello and Messrs. Cornwell, Germano and Kilts disclaim beneficial ownership of such shares. | | (2) Represents units (each equivalent to a share of Pfizer common stock) under our Director compensation program (see “Compensation of Non-Employee Directors” above). | | (3) Includes shares credited under the Pfizer Savings Plan and/or deferred shares relating to previously vested awards under Pfizer’s share award programs. These plans are described later in this Proxy Statement. Also includes 1,339 shares in the Pfizer Share Ownership Plan for Mr. Young. | | (4) In the case of Messrs. D’Amelio, Germano, Read and Young and Dr. Dolsten, includes units (each equivalent to a share of Pfizer common stock) to be settled in cash following the officer’s separation from service, held under the Pfizer Inc. Supplemental Savings Plan (PSSP), and for Mr. Germano also includes 4,410 units held under the Wyeth Supplemental Employee Savings Plan. The PSSP is described later in this Proxy Statement. Also includes the following RSUs (each equivalent to a share of Pfizer common stock) as of January 29, 2016: Mr. D’Amelio, 74,036; Dr. Dolsten, 67,432; Mr. Germano, 60,478; Mr. Read, 226,603; and Mr. Young, 52,312. These units were unvested as of January 29, 2016, except that in the cases of Messrs. Read and Germano, in view of their respective ages and years of service with Pfizer, a prorated portion of the units granted prior to 2014 would vest upon retirement and units granted in 2014 would continue to vest into retirement in accordance with their vesting schedule. This column does not include the following stock appreciation rights in the form of TSRUs as of January 29, 2016: Mr. D’Amelio, 1,764,049, of which 210,280 settled on February 24, 2016; Dr. Dolsten, 1,701,526, of which 210,280 settled on February 24, 2016; Mr. Germano, 1,458,252, of which 163,551 settled on February 24, 2016; Mr. Read, 6,006,135, of which 584,112 settled on February 24, 2016; and Mr. Young, 956,143, of which 52,570 settled on February 24, 2016. See “Compensation Tables—2015 Outstanding Equity Awards at Fiscal Year-End Table” and “— Estimated Benefits upon Termination” for a discussion of the vesting of RSUs, PSAs and TSRUs and the settlement price for the TSRUs that settled on February 24, 2016. Information regarding PSAs is not included in the above table. | | (5) Includes 33,809 shares held in a Grantor Trust. |

  45. COMPENSATION OF NON-EMPLOYEE DIRECTORS 2015 DIRECTOR COMPENSATION TABLE

    | 32 | Pfizer 2016 Proxy Statement |

  46. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

    | • | positioning total direct compensation and each compensation element at approximately the median of our peer and general industry comparator companies, with consideration of relative company market capitalization and complexity; | | • | aligning annual incentive awards with annual operating, financial and strategic objectives; and | | • | rewarding absolute and relative performance in total shareholder return through long-term equity incentive awards. |

  47. Key Terms

    | Adjusted diluted EPS: | Non-GAAP Adjusted diluted Earnings Per Share | | CD&A: | Compensation Discussion and Analysis included in this Proxy Statement | | DCP: | Pfizer Inc. Deferred Compensation Plan | | DRG Pharmaceutical Index or DRG Index: | NYSE ARCA Pharmaceutical Index – A publicly traded index of pharmaceutical companies | | ELT: | Executive Leadership Team – The CEO and his direct reports | | GAAP: | Generally Accepted Accounting Principles in effect in the U.S. | | GEP: | Global Established Pharmaceutical Segment – Focuses on legacy brands that have lost or will soon lose market exclusivity in both developed and emerging markets, branded generics, generic sterile injectable products, biosimilars, and infusion systems | | GIP: | Global Innovative Pharmaceutical Segment – Focuses on developing and commercializing novel, value-creating medicines that significantly improve patients’ lives | | GPP: | Global Performance Plan – Annual incentive award program (bonus) | | IBT: | Income Before Taxes | | IRC/Internal Revenue Code: | The Internal Revenue Code of 1986, as amended | | LOE: | Loss of Exclusivity – Loss of patent rights | | Named Executive Officers or NEOs: | Pfizer’s CEO and CFO, and the three most highly compensated Executive Officers during fiscal 2015 | | OI: | Non-GAAP Adjusted Operating Income | | OTC: | Over-the-Counter | | PCPP: | Pfizer Consolidated Pension Plan – A qualified defined benefit pension plan; closed to new entrants January 1, 2011 and will be frozen as of December 31, 2017 | | PRAP: | Pfizer Retirement Annuity Plan – A sub-plan of the PCPP | | PSA: | Performance Share Award – Long-term incentive award tied to performance | | PSP: | Pfizer Savings Plan – A qualified defined contribution plan which includes a 401(k) feature | | PSSP: | Pfizer Inc. Supplemental Savings Plan – A non-qualified savings plan | | RSC: | Retirement Savings Contribution – Annual employer retirement contribution to the PSP and PSSP, if applicable, for colleagues not participating in the PRAP | | RSU: | Restricted Stock Unit – Long-term incentive award | | Section 16: | Section 16 of the Securities Exchange Act of 1934, as amended | | SEC: | U.S. Securities and Exchange Commission | | SCT: | Summary Compensation Table – SEC-required table showing compensation, as defined by the SEC regulations, of the NEOs for the most recently completed and prior two years | | TC: | Total Compensation reported in the Summary Compensation Table (salary, bonus and long-term incentive) | | TDC: | Total Direct Compensation presented on a performance-year basis | | TSR: | Total Shareholder Return | | TSRU: | Total Shareholder Return Unit – Long-term incentive award tied to absolute TSR | | VOC: | Global Vaccines, Oncology and Consumer Healthcare Segment – Focuses on the development and commercialization of vaccines and products for oncology and consumer healthcare |

  48. Key Terms

    | Table of Contents | | | 43 | Executive Summary | | 51 | Section 1: Our Compensation Philosophy | | 51 | Section 2: Elements of Our Executive Compensation Program | | 51 | 2015 Salaries | | 52 | Annual Incentive Awards | | 55 | Long-Term Incentive Awards | | 58 | Section 3: How We Determine Executive Compensation | | 58 | Roles of the Compensation Committee and the Independent Compensation Consultant | | 60 | How We Establish Executive Pay Targets | | 61 | Our 2015 Peer Groups – Competitive Pay Positioning | | 62 | Section 4: How We Evaluate Performance: 2015 Compensation Decisions | | 63 | 2015 NEO Pay and Performance Summaries | | 66 | Section 5: 2016 Compensation Actions | | 68 | Section 6: Post-Employment Compensation and Benefits | | 69 | Section 7: Other Compensation Programs and Policies | | 73 | Compensation Tables | | 73 | Summary Compensation Table | | 74 | Grants of Plan-Based Awards Table | | 75 | Outstanding Equity Awards at Fiscal Year-End Table | | 78 | Option/TSRU Exercises and Stock Vested Table | | 79 | Pension Benefits Table | | 81 | Pension Plan Assumptions | | 82 | Non-Qualified Deferred Compensation Table | | 84 | Estimated Benefits Upon Termination | | 86 | Equity Compensation Plan Information | | 87 | Financial Measures |

  49. Pfizer’s Pay-for-Performance Philosophy

    | Our three executive compensation pay-for-performance principles are: | | | • | positioning total direct compensation and each compensation element at approximately the median of our peer and general industry comparator companies, with consideration of relative company market capitalization and complexity; | | • | aligning annual incentive awards with annual operating, financial and strategic objectives; and | | • | rewarding absolute and relative performance in TSR through long-term equity incentive awards. |

  50. PERFORMANCE YEAR TDC BASIS VERSUS SUMMARY COMPENSATION TABLE

    | • | year-end base salary; | | • | annual incentive award paid for the performance year even though it is paid in March of the following year; and | | • | long-term incentive (LTI) award grant value made on a performance-year basis and granted in February of the following year. |

  51. PERFORMANCE YEAR TDC BASIS VERSUS SUMMARY COMPENSATION TABLE

    It is important to note that the performance year compensation information in the table and graph below for Mr. Read and the other NEOs is a tool the Committee uses to assess compensation and is not intended as a substitute for the SCT. It illustrates the difference between annual direct pay and amounts reflected in the SCT. We also consider the grant value of the long-term incentive awards, without regard to the accounting and SCT treatment that requires spreading the PSA over multiple years due to its design. There is no guarantee the NEOs will actually receive the full value of the total direct compensation. The actual payout attributable to long-term incentive awards will be based on future performance, stock price and dividends.

  52. 2015 CEO COMPENSATION AT A GLANCE

    | (1) Full value of the 2016 LTI Award approved by the Committee was $13.000 million. Consistent with historical practice, long-term incentive values are converted into units using the closing stock price/value on the first trading day of the week of grant (February 22, 2016) and the accounting value is calculated based on the converted units valued using the closing stock price/value on the grant date (February 25, 2016) so these values usually differ. |

  53. CEO Compensation(1)

    | (1) Consistent with historical practice, long-term incentive values are converted into units using the closing stock price/value on the first trading day of the week of grant, and the accounting value is calculated based on the converted units valued using the closing stock price/value on the grant date, so these values usually differ (subject to rounding). | | (2) The SCT total compensation includes equity awards made during the year and may differ significantly from the 2015 performance year TDC amounts shown above (subject to rounding). Consistent with the accounting rules, PSAs are accounted for one-third per year due to the use of three one-year goals, therefore, the 2015 SCT amounts include one-third of the 2015 PSA value. This is reflective of the grant date fair value of Mr. Read’s 2015 long-term incentive award granted on February 26, 2015, calculated in accordance with FASB ASC Topic 718. The 2015 full value grant was $11.878 million and consisted of $5.843 million of 5-and 7-year TSRUs and $6.035 million of PSAs. |

  54. NEO 2015 PERFORMANCE YEAR TDC AND SUMMARY COMPENSATION TABLE

    | | | | Performance Year Compensation | | | Summary Compensation Table(1) | | | | | | Annual | Equity Award(2) | | | | | | | Year-End | Incentive Award | (granted in | Total Direct | Total | | | Name | Year | Salary | (paid in 2016) | February 2016) | Compensation | Compensation | Total | | | | (A) ($) | (B) ($) | (C) ($) | (D=A+B+C) ($) | (E) ($) | (F) ($) | | I. Read | 2015 | 1,870,000 | 4,300,000 | 13,245,212 | 19,415,212 | 14,013,368 | 17,987,962 | | F. D’Amelio | 2015 | 1,300,000 | 2,341,000 | 3,667,900 | 7,308,900 | 5,991,138 | 6,670,174 | | M. Dolsten | 2015 | 1,215,000 | 1,850,000 | 3,667,900 | 6,732,900 | 5,413,888 | 6,057,866 | | G. Germano | 2015 | 1,175,000 | 1,850,000 | — | 3,025,000 | 5,375,138 | 6,782,720 | | J. Young | 2015 | 1,100,000 | 2,100,000 | 3,667,900 | 6,867,900 | 5,541,388 | 5,918,925 |

  55. NEO 2015 PERFORMANCE YEAR TDC AND SUMMARY COMPENSATION TABLE

    | (1) The SCT “Total Compensation” (column E) includes salary, non-equity incentive compensation and equity awards valued on an accounting basis (which reflects PSAs at one-third) made during the year. The “Total” (column F) also includes Total Compensation (column E) and the increase in pension value and the All Other Compensation and, as such, differs from the 2015 performance year TDC amounts shown in column D. | | (2) The amounts represent the entire 2016 long-term incentive grant value, which includes the full PSA grant value. Consistent with historical practice, long-term incentive values are converted into units using the closing stock price/value on the first trading day of the week of grant and the accounting value is calculated based on the converted units valued using the closing stock price/value on the grant date, so these values usually differ. |

  56. WHAT WE DO

    | P | Risk Mitigation. Our executive compensation program includes a number of controls that mitigate risk, including executive stock ownership and holding requirements and our ability to recover compensation paid to executives in certain circumstances. | | P | Compensation Recovery. To the extent permitted by law, we can recover cash- or equity-based compensation paid to executives in various circumstances, including where the compensation is based upon the achievement of specified financial results that are the subject of a subsequent restatement. | | P | Stock Ownership Requirements. We require our executive officers and Directors to meet stock ownership requirements, and we prohibit them from selling any shares (except to meet tax withholding obligations) if doing so would cause them to fall below required levels. | | P | Minimum Vesting. Our annual equity awards provide for minimum three-year vesting, except in limited circumstances involving certain terminations of employment. | | P | Robust Investor Outreach. We maintain a robust investor outreach program that enables us to obtain ongoing feedback concerning our compensation program, as well as how we disclose that program. | | P | Independent Compensation Consultant. The Committee and the Corporate Governance Committee have engaged an independent compensation consultant that has no other ties to the company or its management and that meets stringent selection criteria. |

  57. 2015 CHANGES TO THE EXECUTIVE COMPENSATION PROGRAM

    | Topic | Action | Rationale | | Long-Term Incentive (LTI) Awards Mix | Implemented a redesigned annual long-term incentive program for our Executive Leadership Team (ELT). Effective with the February 2015 long-term incentive grant, additional PSAs replaced the portion of the long- term incentive award value formerly allocated to RSUs. | Elimination of RSUs and transition to a fully performance-based long-term incentive structure strengthens the alignment between our ELT’s incentives, and the performance of our company and our shareholders. Increased alignment between pay and performance and alignment with shareholders by having 100% performance-based long-term compensation for our ELT. | | Long-Term Incentive (LTI) Awards Performance Metrics | Starting with the February 2015 long-term incentive grant, we changed the PSA performance measure from three-year relative total shareholder return (TSR) versus a peer group of pharmaceutical companies, to two measures: 1. Operating income* over three one-year periods, and 2. Relative TSR as compared to the NYSE ARCA Pharmaceutical Index (DRG Index) over the three- year performance period. | Consistent with market practice. We believe these metrics establish stronger alignment with shareholders’ interests as rewards are based on both financial performance of the company and relative TSR. |

  58. 2015 Executive Compensation Program Summary

    | Element/Type | Performance Measure | Terms | Objectives | | Salary (Cash) | — | The fixed amount of compensation for performing day- to-day responsibilities. Set based on market data, job scope, responsibilities and experience. Generally reviewed annually for potential increase based on a number of factors including market levels, performance and internal equity | Provides competitive level of fixed compensation | | Annual Short-Term Incentive/Global Performance Plan (GPP) (Cash) | Company, Business Unit and Individual Performance Plan funded based on Pfizer performance and weighted as follows: - 40% Revenue, - 40% Adjusted diluted EPS, and - 20% Cash Flow from Operations | Aggregate pool is funded based on performance against Pfizer’s short-term financial goals (revenue, adjusted diluted earnings per share (EPS) and cash flow from operations). Individual awards based on business unit and individual performance measured over the current year | Provides short-term incentives tied to corporate performance against three operational metrics and links individual awards to both company and individual performance based on achievement of financial and strategic goals | | Long-Term Incentive Compensation (100% Performance Based Equity) 5- and 7-Year Total Shareholder Return Units (TSRUs) Each represents 25% of total annual grant value (50%) | 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 for each TSRU 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 price of Pfizer common stock on the date of grant), plus the value of dividend equivalents accumulated over the term. This value, if any, is converted into shares by dividing it by the settlement price; no value is received if the TSR is negative | Provides direct alignment with shareholders as awards are tied to absolute TSR | | Performance Share Awards (PSAs) Representing 50% of total annual grant value | Operating Income* 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 based on performance Beginning in 2015, PSAs are paid based on the company’s performance against a combination of operating income over three one-year periods and relative TSR over a three-year period as compared to the DRG Index Dividend equivalents are applied to the number of shares actually earned under the award, if any, at the end of the performance period Earned PSAs and dividend equivalents are paid in shares of Pfizer common stock | Aligns the interests of management/key executives with those of shareholders by aligning compensation to operational goals and relative TSR over a three-year performance period |

  59. Pfizer’s Pay-for-Performance Philosophy and Principles of Our Executive Compensation Program

    | Our executive compensation program objectives: | | | • | align interests of key executives with the long-term interests of our shareholders; | | • | attract, retain and motivate key executives to drive our business and financial performance; and | | • | link a significant amount of executive compensation to the achievement of pre-established performance metrics directly tied to our business goals and strategies. |

  60. Pfizer’s Pay-for-Performance Philosophy and Principles of Our Executive Compensation Program

    Consistent with Pfizer’s pay-for-performance philosophy, the executive compensation program is designed to strengthen the link between pay and performance. It is our practice to deliver the majority of our NEOs’ compensation in the form of performance-based awards. A significant percentage of total target compensation is ‘at-risk’ through both our short- and long-term incentive awards. These awards are linked to actual performance and include a substantial percentage in equity. A significant portion of the total compensation opportunity for each of our executives (including the NEOs) is directly related to Pfizer’s total shareholder return and to other performance factors that measure our progress against the goals of our strategic and operating plans, as well as our performance against that of our pharmaceutical peer group and general industry comparators with consideration of company market capitalization and complexity as indicated by revenues, range of products, international operations and other factors. We use such factors in setting target levels of compensation and determining the value or level of awards granted.

  61. Pfizer’s Pay-for-Performance Philosophy and Principles of Our Executive Compensation Program

    | Our three executive compensation pay-for-performance principles are: | | | • | positioning total direct compensation and each compensation element at approximately the median of our peer and general industry comparator companies, with consideration of relative company market capitalization and complexity; | | • | aligning annual incentive awards with annual operating, financial and strategic objectives; and | | • | rewarding absolute and relative performance in TSR through long-term equity incentive awards. |

  62. EXECUTIVE COMPENSATION SECTION 2 – ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    (1) See “Target Setting for Annual Incentive Awards” for an explanation of how we use salary grade midpoints to determine target annual incentive awards.

  63. Annual Incentive Award Program/Global Performance Plan (GPP)

    Annual Incentive Award Program/Global Performance Plan (GPP) The Committee determines the bonus funding percentage based on performance against three financial metrics (within the funding ranges), and takes into consideration certain other factors influencing performance, including a qualitative assessment of Pfizer’s performance related to the pipeline.

  64. ANNUAL INCENTIVE POOL FUNDING

    ANNUAL INCENTIVE POOL FUNDING The annual incentive program is funded based on the company’s achievement of pre-established financial goals determined by the company’s annual budget which includes our planned capital allocation activities (i.e., planned share repurchases and dividends), as well as certain other qualitative criteria. For annual incentive purposes, the weighted financial goals are:

  65. ANNUAL INCENTIVE POOL FUNDING

    | Total Revenue | Adjusted Diluted EPS | Cash Flow from Operations | | | | | | 40% | 40% | 20% |

  66. ANNUAL INCENTIVE POOL FUNDING

    (See “Financial Results for Annual Incentive Purposes” on page 54 for additional information.)

  67. ANNUAL INCENTIVE POOL FUNDING

    | Key features include: | | | • | bonus pool funding is based on performance against pre-set financial goals based on annual budget; | | • | achievement versus our pre-set financial goals is measured using the same key operating assumptions as those in our annual budget, which take into account planned capital allocation activities such as share repurchases and dividends paid, and budgeted foreign exchange rates (share repurchases in excess of budgeted amounts are removed from the calculation of the financial results for GPP purposes); | | • | funding for the achievement of each financial goal is determined within a range based on performance and allows for limited consideration of other market factors that may have influenced performance; and | | • | award opportunity is limited to a range from 0% for below threshold performance to 200% at maximum and the pool is not funded unless threshold performance is met. |

  68. FINAL FUNDING ALLOCATION

    The business unit/function leaders have the ability to allocate the funding among their units/geographies, etc., based on each unit’s relative performance. Target Setting for Annual Incentive Awards The target annual incentive award opportunity for our NEOs represents a percentage of a salary grade midpoint which is set based on market data. Target annual incentive award levels are:

  69. FINAL FUNDING ALLOCATION

    | For 2015, target annual incentive opportunities for the NEOs ranged from 100% to 150% of salary midpoint |

  70. FINAL FUNDING ALLOCATION

    As in prior years, the Committee considered other metrics—such as return on equity, return on assets, return on invested capital and economic value added—as potential measures under our annual incentive plan. However, the Committee determined that the metrics (and weighting) selected—total revenue, adjusted diluted EPS and cash flow—continue to be better suited for our company, whose business is characterized by long lead times and significant uncertainties relating to product development. The Committee also believes that the alternative metrics lack a clear line of sight for employees and, therefore, are not appropriate measures for Pfizer’s annual incentive plan. The following three financial metrics are used for annual incentive compensation purposes:

  71. FINAL FUNDING ALLOCATION

    | * See “Financial Measures” on page 87 for a reconciliation of U.S. GAAP numbers to these objectives for annual incentive purposes and “Financial Results for Annual Incentive Purposes” on page 54 for additional information. |

  72. Financial Results for Annual Incentive Purposes

    Financial Results for Annual Incentive Purposes Pfizer outperformed the 2015 target goal for both total revenue and adjusted diluted EPS, and was slightly above target for cash flow. These target goals for annual incentive purposes were set by the Committee in the first quarter of 2015 based on its evaluation of the budgeted amounts and its determination that there was a sufficient degree of stretch in the targets. These results are different from our results under Generally Accepted Accounting Principles (GAAP) in the U.S.

  73. 2015 Financial Objectives (For Annual Incentive Purposes)

    2015 Financial Objectives (For Annual Incentive Purposes) The table below provides a comparison of 2014 results with 2015 Threshold, Target and Results (excludes the impact of Hospira, Inc.).

  74. 2015 Financial Objectives (For Annual Incentive Purposes)

    | Financial Objectives (For Annual Incentive Purposes) | 2014 Results ($) | 2015 Threshold ($) | 2015 Target ($) | 2015 Results(1) ($) | | Total Revenue(2)/(5) | 50.1 billion | 41.0 billion | 45.5 billion | 48.4 billion | | Adjusted diluted EPS(3) | 2.31 | 1.85 | 2.05 | 2.20 | | Cash Flow from Operations(4) | 18.0 billion | 10.7 billion | 14.2 billion | 14.6 billion |

  75. 2015 Financial Objectives (For Annual Incentive Purposes)

    | 2015 revenue for annual incentive purposes ($48.4 billion) increased operationally (excluding fluctuations in foreign exchange rates) by approximately $1.6 billion compared to 2014 revenue when estimated at 2015 budgeted foreign exchange rates ($46.8 billion). (See Note below) |

  76. 2015 Financial Objectives (For Annual Incentive Purposes)

    | (1) The 2015 amounts shown in the table exclude the results from legacy Hospira, Inc., which Pfizer acquired on September 3, 2015. | | (2) Total revenue for annual incentive purposes is based on budgeted foreign exchange rates assumed in each respective year and excludes certain non-recurring items. Therefore, 2015 and 2014 results differ from U.S. GAAP revenue of $48.9 billion and $49.6 billion, respectively. See “Financial Measures” for a reconciliation of U.S. GAAP revenue to total non-GAAP revenue for 2015 and 2014 for annual incentive purposes. | | (3) Adjusted diluted EPS for annual incentive purposes is based on budgeted foreign exchange rates assumed in each respective year and excludes certain non-recurring items. See “Financial Measures” for a reconciliation of U.S. GAAP diluted EPS to the non-GAAP adjusted diluted EPS for 2015 and 2014 for annual incentive purposes. | | (4) 2014 and 2015 Targets and Results exclude certain tax and other discretionary timing items for compensation purposes (non-GAAP amounts). | | (5) 2015 revenue reflected above at 2015 budgeted foreign exchange rates ($48.4 billion) increased operationally (excluding fluctuations in foreign exchange rates) by approximately $1.6 billion versus 2014 revenue when restated/estimated at 2015 budgeted foreign exchange rates ($46.8 billion). |

  77. 2015 Financial Objectives (For Annual Incentive Purposes)

    | Note: | See “Financial Measures” for reconciliations of 2015 and 2014 U.S. GAAP revenues and U.S. GAAP diluted EPS to non-GAAP total revenue and non-GAAP adjusted diluted EPS for annual incentive purposes, respectively, and for the impact of foreign exchange rates. Adjusted diluted EPS is defined as U.S. GAAP diluted EPS excluding purchase-accounting adjustments, acquisition-related costs, 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. |

  78. 2015 Annual Incentive Awards

    2015 Annual Incentive Awards In February 2016, the Committee determined annual incentives earned for 2015:

  79. 2015 Annual Incentive Awards

    | • | The Committee reviewed Mr. Read’s performance for 2015 with input from the other members of the Board and with advice from the Committee’s independent consultant, and determined his 2015 annual incentive award. | | • | Mr. Read submitted 2015 annual incentive award recommendations to the Committee for each of the other ELT members (including the other NEOs), based on his evaluation of their individual performance and the performance of their respective business unit/function. | | • | The Committee, with input from the other members of the Board and the Committee’s independent 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 members of the Board ratified the 2015 annual incentive awards for the CEO and other ELT members (including the other NEOs) as approved by the Committee. |

  80. 2015 Annual Incentive Awards

    Based on Pfizer’s financial performance against the pre-established goals for 2015 and the Committee’s assessment and consideration of other factors including the progress on the product pipeline and the business environment, the Committee approved funding the GPP Pool at 160% of target. Actual annual incentive awards were determined based on objective performance measures for the company and adjusted for individual and business unit/function performance. In addition, for Messrs. D’Amelio and Young, to recognize their role in the successful acquisition and integration of Hospira, Inc.

  81. 2015 Annual Incentive Awards

    | 54 | Pfizer 2016 Proxy Statement |

  82. 2015 Annual Incentive Awards

    Annual incentive award targets and payout ranges for 2015, as well as the actual annual incentive award payouts for each of the NEOs, are:

  83. 2015 Annual Incentive Awards

    | Name | Target Payout as a % of Salary Midpoint | Payout Range as a % of Salary Midpoint | Target Award ($) | Maximum Award ($)(1) | Actual Award ($) | | I. Read | 150% | 0-300% | 2,692,100 | 5,384,200 | 4,300,000 | | F. D’Amelio | 100% | 0-200% | 1,170,500 | 2,341,000 | 2,341,000 | | M. Dolsten | 100% | 0-200% | 1,170,500 | 2,341,000 | 1,850,000 | | G. Germano | 100% | 0-200% | 1,170,500 | 2,341,000 | 1,850,000 | | J. Young | 100% | 0-200% | 1,170,500 | 2,341,000 | 2,100,000 | | (1) Maximum award is 200% of target award. | | | | | |

  84. Long-Term Incentive Awards Program (Equity)

    Long-Term Incentive Awards Program (Equity)

  85. Long-Term Incentive Awards Program (Equity)

    | Beginning in 2015, Long-Term Incentive Grant Value for ELT members is delivered as: 50% 5- and 7-Year TSRUs and 50% PSAs |

  86. Long-Term Incentive Awards Program (Equity)

    Pfizer’s long-term incentive compensation for our ELT members (including the NEOs) is delivered entirely in the form of performance-based equity awards using two vehicles that incentivize long-term value creation:

  87. Long-Term Incentive Awards Program (Equity)

    | Long-Term Performance Incentive Awards | % Allocation of Grant Value | Objective/Performance Measure | | 5- and 7-year Total Shareholder Return Units | 50% in total (25% each) | To provide absolute long-term alignment with shareholders by linking rewards to absolute TSR over a five- and seven-year period | | Performance Share Awards | 50% | Aligns rewards to both strategic financial performance metrics (operating income) and relative TSR performance as compared to a publicly traded pharmaceutical index, over a three-year period |

  88. Long-Term Incentive Awards Program (Equity)

    | Change for 2015 Awards: 2015 PSA Program is tied to performance against a combination of operating income over three one-year periods and relative TSR over a three-year period as compared to the DRG Index |

  89. Long-Term Incentive Awards Program (Equity)

    Starting with grants in 2015, time-vested Restricted Stock Units (RSUs) that were formerly granted and represented approximately 25% of the annual grant value for our ELT members, including our NEOs, were replaced by additional PSAs, which now represent approximately 50% of the annual grant value along with the remaining 50% in 5- and 7-Year TSRUs. The number of PSAs earned will be based on performance against three one-year operating income metrics and relative TSR performance over the three-year period. TSRUs continue to reward absolute total shareholder return over 5- and 7-year periods. These changes were approved by the Committee to better align pay delivery with long-term performance, and to reflect shareholder feedback.

  90. 2015 Grant Value of Long-Term Incentive Awards

    2015 Grant Value of Long-Term Incentive Awards The 2015 grant value of each NEO’s long-term incentive award was set by the Committee based on competitive market data (targeted to median), relative duties and responsibilities, the individual’s future advancement potential, and his impact on Pfizer’s results; the awards were also used for retention purposes. These grant values (differ significantly from the accounting values shown in the 2015 Summary Compensation Table) were as follows:

  91. 2015 Grant Value of Long-Term Incentive Awards

    | Performance Equity | | NEOs 2015 LTI Grant Value (granted in February 2015) ($) | | | | | | Awards Type(1) | Allocation % | I. Read | F. D’Amelio | M. Dolsten | G. Germano | J. Young | | 5-Year TSRUs | 25% | 3,000,000 | 900,000 | 900,000 | 900,000 | 900,000 | | 7-Year TSRUs | 25% | 3,000,000 | 900,000 | 900,000 | 900,000 | 900,000 | | PSAs | 50% | 6,000,000 | 1,800,000 | 1,800,000 | 1,800,000 | 1,800,000 | | Total Grant Value of | | | | | | | | LTI Awards(2) | | 12,000,000 | 3,600,000 | 3,600,000 | 3,600,000 | 3,600,000 |

  92. 2015 Grant Value of Long-Term Incentive Awards

    | (1) Consistent with historical practice, the grant value is converted into TSRUs and PSAs using the closing stock price/value on the first trading day of the week of grant. The actual value of the grant may differ due to the change in the value of the TSRUs/PSAs between the conversion date and the date of grant. In addition, due to the accounting rules, only one-third of the PSA grant value is reported in the SCT for 2015. | | (2) The amounts shown represent the full value of the grant which is significantly different from the amount reported in the SCT which reports one-third of the 2015 PSA grant in accordance with applicable accounting rules. The Committee considers the full value in its determination of annual compensation. |

  93. 2015 Grant Value of Long-Term Incentive Awards

    | Pfizer 2016 Proxy Statement | 55 |

  94. 2015 Grant Value of Long-Term Incentive Awards

    Our long-term incentive awards are structured to align our executives’ interests with the interests of our shareholders and to emphasize the Committee’s expectation that our executive officers focus their efforts on improving Pfizer’s TSR, both on an absolute basis (through TSRUs, as the value realized from the TSRUs is consistent with the value received by Pfizer’s shareholders) and based on financial performance, and on a relative basis (through PSAs, which are earned based on both operating income performance against an internal goal and Pfizer’s TSR compared with the DRG Index). 2015 long-term incentive grant values represent a significant percentage of the overall actual compensation for our NEOs - 66% for the CEO and approximately 53% (on average) for the other NEOs. The ultimate value realized by an executive is directly linked to company performance and is aligned with the interests of our shareholders - the value of PSAs over the three-year performance period is realized based on relative TSR and financial performance; the value of TSRUs over the 5- and 7-year performance periods is realized based on absolute TSR.

  95. Performance Share Awards (PSAs)

    Performance Share Awards (PSAs)

  96. 2015 Changes to Performance Share Awards

    2015 Changes to Performance Share Awards Effective with the 2015 annual grant, we modified the PSA performance measure from three-year relative TSR (compared to our pharmaceutical peer group) to two measures:

  97. 2015 Changes to Performance Share Awards

    | 1) | operating income* over three one-year periods; and |

  98. 2015 Changes to Performance Share Awards

    | 2) | relative TSR as compared to the NYSE ARCA Pharmaceutical Index (commonly referred to as the DRG Index) over the three-year performance period. |

  99. Rationale Behind PSA Metric and Peer Group Selection

    Rationale Behind PSA Metric and Peer Group Selection PSAs deliver value based on both a strategic financial measure OI (operating income) and relative TSR against the DRG Index. Effective with the 2015 Annual Long-Term Incentive Award, the Committee added operating income as a financial metric for PSAs because of its expected correlation with long-term company performance and the view that it serves as a key indicator of the company’s financial health. Given the nature of our business, we expect future shareholder value growth to be largely driven by: new drug approvals (which have unpredictable timing), losses of exclusivity on existing drugs, as well as the impact of foreign exchange fluctuations, acquisitions and divestitures. As a result, operating income will be measured annually for three years against annual targets rather than a three-year target. Going forward, relative TSR will be based on a comparison of Pfizer’s performance to the DRG Index. The Committee made this change because it wanted to use an objectively determined group of major capital-market pharmaceutical companies, which are well-known and easily tracked by investors and employees for transparency. In addition, the use of a broader group of companies moderates the volatility in measuring three-year TSR. To further lessen the impact of volatility, the TSR calculations will be based on the average of 30 trading days immediately prior to the start and end of each three-year performance period. The Committee believes that the combination of the internal financial metric over the three one-year periods and relative TSR over the three-year period provides balance that will drive performance and ensure that pay delivery and long-term growth in the value of Pfizer are now even more closely aligned.

  100. Rationale Behind PSA Metric and Peer Group Selection

    | * Operating income for PSA performance measure is based on Pfizer’s Non-GAAP Adjusted Operating Income stated at budgeted foreign exchange rates and is further refined to exclude other unbudgeted or non-recurring items. |

  101. Rationale Behind PSA Metric and Peer Group Selection

    | 56 | Pfizer 2016 Proxy Statement |

  102. How We Determine Performance Share Awards (PSAs) Earned

    How We Determine Performance Share Awards (PSAs) Earned The number of PSAs earned at the end of the three-year performance period will be determined as follows:

  103. How We Determine Performance Share Awards (PSAs) Earned

    | • | First year of the award was based on performance against the 2015 OI target, which resulted in a performance factor of 150% (see table below); | | • | Second year of the award will be based on performance against the OI target which was set in early 2016; | | • | Third year of the award will be based on performance against the OI target to be established in early 2017; | | • | At the beginning of 2018, both the average annual OI performance factor along with the relative TSR point differential between Pfizer’s TSR and DRG Index TSR will be calculated; and | | • | The average of the performance factors will be adjusted by the relative TSR differential (as adjusted by the leveraging factors). The final result will be the percentage of the target awards earned which will be paid in early 2018. |

  104. How We Determine Performance Share Awards (PSAs) Earned

    For the 2015 PSAs, we will determine the amount earned as follows:

  105. How We Determine Performance Share Awards (PSAs) Earned

    | | | | STEP 3 | | | STEP 2 | | Calculated Differential | | STEP 1 | | Achievement Against | (against DRG Index) | | | Performance Factors | OI Target | | | | | | “Leveraging Factor” | | 2015-2017 | Year 1*: 2015 Performance Factor = | 150% | PSA Payout** | | Target PSAs | (Goals set: February 2015) | Target: $16.30 billion | TBD | | | | Threshold: $15.55 billion | (Approved February 2018) | | | | Actual: $17.50 billion | | | | | | To determine this final payout, the 3-year average OI performance factor will be determined and adjusted by the relative TSR including the application of the 1.5x / 2.0x leveraging of the differential. | | | Year 2: 2016 Performance Factor = | TBD | | | | (Goals set: February 2016) | (Determined February | | | | | 2017) | | | | Year 3: 2017 Performance Factor = | TBD | | | | (Goals set: February 2017) | (Determined February | | | | | 2018) | |

  106. How We Determine Performance Share Awards (PSAs) Earned

    | * Excludes Hospira, Inc. results | | ** Payout ranges from 0% to maximum of 200% |

  107. How We Determine Performance Share Awards (PSAs) Earned

    2015 PSA Formula: Average of the three annual OI % Performance Factors + ((1.5 x the first 20 percentage point differential between Pfizer’s TSR % - DRG Index TSR %) + (2.0 x the differential over 20 percentage points))

  108. 2013-2015 Performance Share Award Payout Matrix

    2013-2015 Performance Share Award Payout Matrix

  109. 2013-2015 Performance Share Award Payout Matrix

    | Tier | Ranking | Payout Range | | 1 | 1st or 2nd | 166% – 200% | | 2 | 3rd or 4th | 133% – 166% | | 3 | 5th or 6th | 100% – 133% | | 4 | 7th or 8th | 66% – 100% | | 5 | 9th or 10th | 33% – 66% | | 6 | 11th or 12th | 0% |

  110. 2013-2015 Performance Share Award Payout Matrix

    Our 2013 long-term incentive grants to our executives, including the NEOs, included PSAs that were earned during the performance period ending in 2015 based on the above matrix. Pfizer’s performance over the three-year period (2013-2015) resulted in a relative performance ranking of 9th (Tier 5), resulting in a payout ranging from 33% to 66% of target. In February 2016, the Committee approved a payout at 50% of target as shown below due to relative performance compared to peers.

  111. Performance Share Award Payout for the 2013-2015 Performance Award Cycle

    Performance Share Award Payout for the 2013-2015 Performance Award Cycle

  112. Performance Share Award Payout for the 2013-2015 Performance Award Cycle

    | | Target Award | Actual Award | Actual Award Value at | | Name | at Grant (#) | Shares(1) (#) | $30.23 Per Share(2) ($) | | I. Read | 109,911 | 60,737 | 1,836,080 | | F. D’Amelio | 35,395 | 19,559 | 591,269 | | M. Dolsten | 33,532 | 18,530 | 560,162 | | G. Germano | 27,943 | 15,441 | 466,781 | | J. Young | 20,492 | 11,324 | 342,325 |

  113. Performance Share Award Payout for the 2013-2015 Performance Award Cycle

    | (1) These amounts include accumulated dividends on 50% of the target award for the three-year period, converted into shares at $30.23 per share. | | (2) This column represents the actual award value based on a stock price of $30.23 on February 26, 2016 (the closing price on the last trading day prior to the vesting date of February 28, 2016). |

  114. Performance Share Award Payout for the 2013-2015 Performance Award Cycle

    | SECTION 3 – | How We Determine Executive Compensation |

  115. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee, comprised solely of independent directors, is responsible for determining the compensation for our NEOs and designing Pfizer’s executive compensation program. Each year, the Committee reviews and considers a comprehensive assessment and analysis of the executive compensation program, including the elements of each NEO’s compensation, with input from the Committee’s independent compensation consultant. The independent members of the Board review all decisions by the Committee relating to the compensation of our executives. We set our executives’ (including our CEO’s) total target direct compensation for 2015 at approximately the 50th percentile of the market as defined by our pharmaceutical peer and general industry comparators. A significant portion of the total compensation opportunity for each of our executives (including the NEOs) is directly related to Pfizer’s total shareholder return and to other performance factors that measure our progress against the goals of our strategic and operating plans, as well as our performance against that of our pharmaceutical peer group and general industry comparators. In making such comparisons, we consider company market capitalization and complexity, as indicated by revenues, range of products, international operations and other factors, because we use such factors in setting target levels of compensation and determining the value or level of awards granted.

  116. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In 2015, the Committee decided to continue to retain the firm of Frederic W. Cook & Co., represented by George Paulin, its Chairman and Chief Executive Officer, as the Committee’s independent compensation consultant, to advise the Committee on executive compensation matters in accordance with our policy on criteria and assessment of the firm’s independence. See Other Compensation Programs and Policies—Criteria for Selection of Committee Consultant and 2015 Independence Assessment of Committee Consultant. Generally, these services can include advising the Committee on our executive compensation program, philosophy and evolving industry practices, providing market information and analysis regarding the competitiveness of our program design, reviewing our peer group, evaluating management proposals and our specific awards and other compensation values for appropriateness and in relationship to company performance.

  117. 2015 Compensation Consultant Services

    2015 Compensation Consultant Services In 2015, as part of his ongoing services to the Committee, Mr. Paulin attended all six of the regularly scheduled Committee meetings plus the two special Committee meetings that related solely to the Allergan transaction held during the year. During 2015, Mr. Paulin:

  118. 2015 Compensation Consultant Services

    | • | reviewed agendas in advance of Committee meetings and meeting minutes afterwards; | | • | performed a risk analysis of the company’s executive compensation policies and programs which concluded that there is no “potential material risk” to Pfizer in their design or administration; | | • | conducted a review of executive pay relative to peers and corporate performance, including the use of tally sheets and an analysis of realizable pay; | | • | advised the Committee on the executive compensation peer groups and competitive benchmarking of executive positions; and | | • | reviewed the executive pay structure. |

  119. 2015 Compensation Consultant Services

    He also advised the Committee on:

  120. 2015 Compensation Consultant Services

    | • | the composition of the long-term incentive program, including changes to the design of the PSAs; | | • | the appropriateness of the design of the Portfolio Performance Share Awards, for eligible employees working in research and development in support of the company’s long-term portfolio strategy; | | • | legislative and regulatory developments related to compensation policies and programs and compensation-related disclosure, including voting policies of proxy advisory firms and the company’s major institutional investors; | | • | market trends and developments; | | • | severance benefits and matters related to changes to the company’s pension and savings plans; and | | • | shareholder engagement. |

  121. 2015 Compensation Consultant Services

    The total amount of fees paid to Frederic W. Cook & Co. in 2015 for services provided to the Compensation Committee was $223,624. In addition, the Committee reimburses Frederic W. Cook & Co. for Mr. Paulin’s reasonable travel and business expenses. During 2015, Frederic W. Cook & Co. received no other fees or compensation from the company other than $2,000, related to work for the Corporate Governance Committee. The Corporate Governance Committee of the Board agreed in February 2015 to retain Mr. Paulin and Frederic W. Cook & Co. to act as its consultant on Board compensation matters.

  122. 2015 Compensation Consultant Services

    | Pfizer 2016 Proxy Statement | 59 |

  123. How We Establish Executive Pay Targets

    | Analysis/Tools | Data Source | How We Use This Information | | | Purpose | | Peer and Comparator Group Pay Analysis | Publicly available financial and compensation information as reported by our Peer and Comparator Group companies | • | We target the median compensation values of our peer and comparator groups to help determine an appropriate total level and mix of pay for our executives. | | Establishes a competitive pay framework using comparator groups’ median compensation values, to help determine base pay and annual and long-term incentive targets | | | (Typically from surveys and Public filings) | • | We use median compensation data for similar positions in our peer groups as a guide to set compensation targets for each executive. | | | | | | • | Each compensation target is assigned a numbered salary grade to simplify our compensation administration process. | | | | | | | – | Each salary grade has a range of salary levels: including minimum, midpoint and maximum salary levels. | | | | | | – | Minimum and maximum salary range levels for each grade are set 25% below and above the salary range midpoint to approximate the bottom and top pay quartiles for positions assigned to that grade. | | | | | We review this framework/salary grade as a guide to determine the preliminary salary recommendation, target annual incentive award opportunity, and target long-term incentive value for each executive position. | | | | | | | Note: The actual total compensation and/or amount of each compensation element for an individual executive may be more or less than this median. | | | | | Tally Sheets | Internal compensation and benefits data | We review a “tally sheet” for each ELT member that includes target and actual total compensation elements, as well as benefits information, accumulated deferred compensation, and outstanding equity awards. Tally sheets are a useful tool in evaluating total compensation and internal pay equity. | | | This information helps the Committee to evaluate total compensation in relation to competitive market practice and performance |

  124. Our 2015 Peer Groups – Competitive Pay Positioning

    Our 2015 Peer Groups – Competitive Pay Positioning We target the median compensation values of both a peer group of large multinational pharmaceutical companies and a general industry comparator group to determine an appropriate total level and mix of pay for our executives. We believe that the use of both groups is valuable as the general industry comparators are more similar to Pfizer in size, revenue, scope and market capitalization while the pharmaceutical peers are in our industry. 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. Using the companies in both groups provides a good balance and increases the amount of comparable compensation data available for us to perform our annual benchmarking analysis. Both groups are used as they are also a source of talent for Pfizer, have complex businesses as well as the availability of comparative data. We review these groups annually to determine if any changes are necessary.

  125. 2015 PHARMACEUTICAL PEER AND GENERAL INDUSTRY COMPARATOR GROUPS

    2015 PHARMACEUTICAL PEER AND GENERAL INDUSTRY COMPARATOR GROUPS Our peer group for 2015 consisted of the companies listed in the charts below.

  126. 2015 PHARMACEUTICAL PEER AND GENERAL INDUSTRY COMPARATOR GROUPS

    | 2015 Pharmaceutical Peer Group | | | | | AbbVie | Bristol-Myers Squibb | Johnson & Johnson | Roche* | | Amgen | Eli Lilly | Merck | Sanofi* | | AstraZeneca | GlaxoSmithKline | Novartis* | | | * The Committee recognizes that while data is available on the performance of our non-U.S.-based peer companies, the compensation data in some cases is limited in terms of comparable benchmarks and may use different pay models as compared to Pfizer’s pay model. | | | |

  127. 2015 PHARMACEUTICAL PEER AND GENERAL INDUSTRY COMPARATOR GROUPS

    | | 2015 General Industry Comparator Group | | | | | | AT&T | ConocoPhillips | Honeywell | United Technologies | | | Boeing | Dow Chemical+ | IBM | UnitedHealth Group | | | Caterpillar | DuPont+ | Mondelez | Verizon | | | Chevron | Express Scripts | PepsiCo | | | | Coca-Cola | General Electric | Procter & Gamble | | | | Comcast | Hewlett-Packard | United Parcel Service | | | + | Announced merger on December 11, 2015. | | | |

  128. PFIZER COMPARISON TO PEER GROUP MEDIANS

    PFIZER COMPARISON TO PEER GROUP MEDIANS The chart below compares Pfizer’s 2015 revenue, net income and market capitalization to the median 2015 revenue, net income and market capitalization for our pharmaceutical peer group and general industry comparator group.

  129. PFIZER COMPARISON TO PEER GROUP MEDIANS

    | | | Pharmaceutical Peer | General Industry | | In Billions | Pfizer ($) | Group Median ($) | Comparator Group Median ($) | | Revenue* | 48.9 | 23.8 | 74.5 | | Reported Net Income* | 7.0 | 4.8 | 5.5 | | Market Capitalization* | 183.3 | 97.4 | 85.2 |

  130. PFIZER COMPARISON TO PEER GROUP MEDIANS

    | * Revenue and Net Income based on published earnings releases. Market Capitalization as of February 24, 2016. Figures for Hewlett-Packard reflect total pre-split revenue and net income as of 10/31/15 (last reported quarter) and combined HP Inc. and HP Enterprise market capitalization values as of February 24, 2016. |

  131. PFIZER COMPARISON TO PEER GROUP MEDIANS

    | Pfizer 2016 Proxy Statement | 61 |

  132. PFIZER COMPARISON TO PEER GROUP MEDIANS

    | SECTION 4 – | How We Evaluate Performance: 2015 Compensation Decisions |

  133. 2015 NEO Pay and Performance Summaries

    | Ian C. Read CHAIRMAN AND CEO | 2015 | Base Salary: | $1.87M | | | | Bonus/GPP: | $4.30M | | | | LTI Grant: | $11.88M | | | | (Full value) | |

  134. 2015 NEO Pay and Performance Summaries

    | Frank A. D’Amelio EVP, BUSINESS OPERATIONS AND CFO | 2015 | Base Salary: | $1.30M | | | | Bonus/GPP: | $2.34M | | | | LTI Grant: | $3.56M | | | | (Full value) | |

  135. 2015 NEO Pay and Performance Summaries

    | Mikael Dolsten, M.D., Ph.D. PRESIDENT, WORLDWIDE RESEARCH AND DEVELOPMENT | 2015 | Base Salary: | $1.22M | | | | Bonus/GPP: | $1.85M | | | | LTI Grant: | $3.56M | | | | (Full value) | |

  136. 2015 NEO Pay and Performance Summaries

    | Geno Germano GROUP PRESIDENT, GLOBAL INNOVATIVE PHARMA BUSINESS (GIP) | 2015 | Base Salary: | $1.18M | | | | Bonus/GPP: | $1.85M | | | | LTI Grant: | $3.56M | | | | (Full value) | |

  137. 2015 NEO Pay and Performance Summaries

    | John D. Young GROUP PRESIDENT, GLOBAL ESTABLISHED PHARMA BUSINESS (GEP) | 2015 | Base Salary: | $1.10M | | | | Bonus/GPP: | $2.10M | | | | LTI Grant: | $3.56M | | | | (Full value) | |

  138. SALARY AND ANNUAL INCENTIVE TARGETS

    SALARY AND ANNUAL INCENTIVE TARGETS In February 2016, the Committee approved salaries (effective April 1, 2016) and 2016 target annual incentive award levels for the NEOs as follows:

  139. SALARY AND ANNUAL INCENTIVE TARGETS

    | | April 1, 2016 | 2016 Salary | 2016 Target Annual | 2016 Target Annual | | Name | Salary ($) | Midpoint ($)(1) | Incentive (%) | Incentive ($)(1) | | I. Read | 1,917,000 | 1,794,700 | 150% | 2,692,100 | | F. D’Amelio | 1,332,000 | 1,170,500 | 100% | 1,170,500 | | M. Dolsten | 1,245,000 | 1,170,500 | 100% | 1,170,500 | | G. Germano(2) | 1,175,000 | 1,170,500 | 100% | 1,170,500 | | J. Young | 1,140,000 | 1,170,500 | 100% | 1,170,500 |

  140. SALARY AND ANNUAL INCENTIVE TARGETS

    | (1) 2016 salary midpoints are unchanged from 2014; 2016 target annual incentive amounts are based on a percentage of 2016 salary range midpoints. | | (2) Mr. Germano will not receive an April 1, 2016 merit increase and his salary is therefore unchanged from 2015. |

  141. 2016 LONG-TERM INCENTIVE AWARDS

    2016 LONG-TERM INCENTIVE AWARDS In February 2016, the Committee granted long-term equity incentive awards to the NEOs in consideration of their 2015 performance and their expected future performance. These awards included 5- and 7-Year TSRUs and PSAs.

  142. 2016 LONG-TERM INCENTIVE AWARDS

    | | | | Estimated Future Payouts Under the | | | | | | | | | Performance Share Program(1) PSA Grants | | | 5-year TSRUs | 7-year TSRUs | | | Performance | Award Value | Threshold(2) | Target(3) | Maximum(2) | Grant(4) | Grant(5) | | Name | Period | ($) | (#) | (#) | (#) | (#) | (#) | | I. Read | 1/1/16 – 12/31/18 | 13,000,000 | 0 | 216,306 | 432,612 | 560,345 | 500,770 | | F. D’Amelio | 1/1/16 – 12/31/18 | 3,600,000 | 0 | 59,900 | 119,800 | 155,172 | 138,675 | | M. Dolsten | 1/1/16 – 12/31/18 | 3,600,000 | 0 | 59,900 | 119,800 | 155,172 | 138,675 | | G. Germano(6) | 1/1/16 – 12/31/18 | — | — | — | — | — | — | | J. Young | 1/1/16 – 12/31/18 | 3,600,000 | 0 | 59,900 | 119,800 | 155,172 | 138,675 |

  143. 2016 LONG-TERM INCENTIVE AWARDS

    | (1) The actual number of shares, if any, that will be paid out at the end of the performance period cannot be determined because the shares earned by the NEOs will be based upon our future performance compared with the three one-year annual operating income targets and with Pfizer’s relative three-year TSR performance as compared to the DRG Index. Dividend equivalents on any shares earned will be paid in shares of common stock at the end of the performance period. See more detail regarding this program under “Performance Share Award.” | | (2) Based on performance against the three one-year annual operating income targets and Pfizer’s relative three-year TSR performance as compared to the DRG Index, varying amounts of shares of common stock, from 0% to 200%, of target will be earned. In no event will the payout exceed the maximum payout of 200% of target. | | (3) The target amount represents 50% of the total award value of the long-term incentive grant; remaining 50% of the total award value is allocated to TSRUs. | | (4) 5-Year TSRUs vest on the third anniversary of the grant date (February 25, 2019) and will be settled in shares on the fifth anniversary of the grant date (February 25, 2021). The number of shares delivered at settlement, if any, for each TSRU will equal the difference between the settlement price (the average of the closing prices of Pfizer common stock for the 20 trading days ending February 25, 2021) and the TSRU grant price ($30.59), plus dividend equivalents accrued during the life of the TSRU, divided by the settlement price, subject to the results being positive. | | (5) 7-Year TSRUs vest on the third anniversary of the grant date (February 25, 2019) and will be settled in shares on the seventh anniversary of the grant date (February 25, 2023). The number of shares delivered at settlement, if any, for each TSRU will equal the difference between the settlement price (the average of the closing prices of Pfizer common stock for the 20 trading days ending February 25, 2023) and the TSRU grant price ($30.59), plus dividend equivalents accrued during the life of the TSRU, divided by the settlement price, subject to the results being positive. | | (6) Mr. Germano did not receive a 2016 annual LTI award. |

  144. 2016 LONG-TERM INCENTIVE AWARDS

    NOTE: Consistent with historical practice, long-term incentive award values are converted into units using the closing stock price/value on the first trading day of the week of grant. The PSA values were converted to units using the closing stock price on February 22, 2016 of $30.05. The 5-Year TSRU values were converted to TSRUs using $5.80 and the 7-Year TSRU values were converted to TSRUs using $6.49, representing the estimated value at grant using the Monte Carlo Simulation model as of February 22, 2016.

  145. 2016 LONG-TERM INCENTIVE AWARDS

    | 66 | Pfizer 2016 Proxy Statement |

  146. EQUITY AWARD GRANT PRACTICES

    EQUITY AWARD GRANT PRACTICES The Committee customarily approves equity awards to eligible employees, including the NEOs, at its meeting held in late February of each year and which are granted the following day. Equity grants to certain newly hired employees, including executive officers, are effective on the last business day of the month of hire. Special equity grants to continuing employees are effective on the last business day of the month in which the award is approved. Stock option and TSRU grants have an exercise/grant price equal to the closing market price of Pfizer’s common stock on the grant date. Our equity incentive plan prohibits the repricing or exchange of equity awards without shareholder approval.

  147. Tax Policies

    Tax Policies IRC Section 162(m) limits to $1.0 million the amount of non-performance-based remuneration that Pfizer may deduct in any calendar year for its CEO and each of the three other highest-paid NEOs, other than the CFO. We have structured our annual short-term and long-term incentive awards with the intention of meeting the exception to this limitation for “performance-based” compensation, as defined in IRC Section 162(m), so that these amounts may be fully deductible for income tax purposes. However, RSUs granted prior to 2014 do not qualify as “performance-based” compensation. Consequently, our NEOs are generally required to defer the receipt of these RSUs to avoid the loss of the deduction. Effective with the February 2015 Annual LTI Award, RSUs are no longer granted as part of the annual LTI award. To maintain flexibility and the ability to pay competitive compensation, we do not require all compensation to be deductible. Since the non-performance-based compensation paid to our NEOs exceeds $1.0 million, a portion of their compensation (other than that paid to the CFO) is not deductible.

  148. Familiarity with the business environment

    | - | Knowledge of the pharmaceutical industry and general industry comparator companies |

  149. 2015 Summary Compensation Table

    2015 Summary Compensation Table

  150. 2015 Summary Compensation Table

    | | | | | | | | Change In Pension | | | | | | | | | | | Value and Non- | | | | | | | | | | Non-Equity | Qualified Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | Name and | | Salary | Bonus | Awards(1) | Awards(2) | Compensation(3) | Earnings(4) | Compensation(5) | Total | | Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | I. Read Chairman and Chief Executive Officer | 2015 | 1,858,750 | – | 2,011,628 | 5,842,990 | 4,300,000 | 3,586,558 | 388,036 | 17,987,962 | | | 2014 | 1,815,000 | – | 6,447,998 | 6,361,672 | 3,000,000 | 5,266,550 | 391,828 | 23,283,048 | | | 2013 | 1,776,250 | – | 6,016,528 | 6,066,471 | 3,400,000 | 1,212,198 | 476,300 | 18,947,747 | | F. D’Amelio EVP, Business Operations and Chief Financial Officer | 2015 | 1,293,750 | – | 603,492 | 1,752,896 | 2,341,000 | 509,904 | 169,132 | 6,670,174 | | | 2014 | 1,268,750 | – | 2,140,974 | 2,112,274 | 1,300,000 | 1,443,327 | 217,488 | 8,482,813 | | | 2013 | 1,243,750 | – | 1,937,522 | 1,953,612 | 1,650,000 | 103,791 | 235,655 | 7,124,330 | | M. Dolsten President, Worldwide Research and Development | 2015 | 1,207,500 | – | 603,492 | 1,752,896 | 1,850,000 | 458,165 | 185,813 | 6,057,866 | | | 2014 | 1,177,500 | – | 1,863,860 | 1,838,921 | 1,300,000 | 938,593 | 156,180 | 7,275,054 | | | 2013 | 1,148,750 | – | 1,835,542 | 1,850,790 | 1,340,000 | 113,810 | 164,512 | 6,453,404 | | G. Germano Group President, Global Innovative Pharma Business(6) | 2015 | 1,168,750 | – | 603,492 | 1,752,896 | 1,850,000 | 1,219,961 | 187,621 | 6,782,720 | | | 2014 | 1,150,000 | – | 1,813,518 | 1,789,223 | 1,355,000 | 2,817,518 | 630,593 | 9,555,852 | | | 2013 | 926,250 | – | 1,529,600 | 1,542,325 | 1,075,000 | 7,698 | 173,174 | 5,254,047 | | J. Young Group President, Global Established Pharma Business | 2015 | 1,085,000 | – | 603,492 | 1,752,896 | 2,100,000 | 0 | 377,537 | 5,918,925 | | | 2014 | 1,040,000 | – | 1,813,518 | 1,789,223 | 1,260,000 | 1,020,948 | 326,498 | 7,250,187 | | | 2013 | 810,075 | – | 1,121,732 | 1,131,033 | 1,075,000 | 870,903 | 287,603 | 5,296,346 |

  151. 2015 Summary Compensation Table

    | (1) The amounts shown in this column represent for 2015 the grant values for the PSAs granted in 2015*, and for 2014 and 2013 the RSUs and PSAs granted in 2014 and 2013, respectively. Further information regarding the 2015 awards is included in the “2015 Grants of Plan-Based Awards” and “2015 Outstanding Equity Awards at Fiscal Year-End” tables elsewhere in this Proxy Statement. The grant date fair value using Pfizer’s closing stock price on the date of grant (February 26, 2015) is reflected in this column. The PSA values shown for 2015 represent a target payout based on the probable outcome of the performance conditions determined using the closing stock price on February 26, 2015. The maximum potential values of the PSAs granted in 2015 (assuming a closing stock price of $34.59) based on the units included here (one-third of the grant value) would be as follows (subject to rounding): Mr. Read—$4,023,267; Mr. D’Amelio—$1,206,983; Dr. Dolsten—$1,206,983; Mr. Germano—$1,206,983; and Mr. Young—$1,206,983. Information related to the performance-based award program is included in “Performance Share Awards (PSAs)” elsewhere in this Proxy Statement. The 2015, 2014 and 2013 PSA grant date fair values have been determined using Pfizer’s closing stock price on the respective grant date. | | * For the 2015 PSAs, the amounts shown in the table above represent one-third of the value of the PSAs at grant, consistent with the applicable accounting rules, as only the first-year goal of the three-year performance period beginning in 2015 was set in 2015. The Committee considered the full value of the award when making the grant and the amounts shown below represent (subject to rounding) the grant date fair (full) accounting values using $34.59: |

  152. 2015 Summary Compensation Table

    | | I. Read | F. D’Amelio | M. Dolsten | G. Germano | J. Young | | PSAs at Target ($) | 6,034,883 | 1,810,475 | 1,810,475 | 1,810,475 | 1,810,475 | | TSRUs ($) | 5,842,990 | 1,752,896 | 1,752,896 | 1,752,896 | 1,752,896 | | PSAs at Maximum ($) | 12,069,765 | 3,620,950 | 3,620,950 | 3,620,950 | 3,620,950 |

  153. 2015 Summary Compensation Table

    | (2) The amounts shown in this column represent the grant date fair values of the TSRUs awarded in 2015, 2014 and 2013. The grant date fair values have been determined using the Monte Carlo Simulation model, based on the assumptions and methodologies set forth in the Company’s 2015 Financial Report (Note 13, Share-Based Payments). | | (3) The amounts shown in this column represent annual incentive awards made to the NEOs. Further information regarding the 2015 awards is included in “Elements of Our Executive Compensation Program—2015 Annual Incentive Awards” table elsewhere in this Proxy Statement. | | (4) The amounts shown in this column represent the change in pension value for 2015, 2014 and 2013. The 2015 pension amounts represent the difference between the December 31, 2015 and December 31, 2014 present values of age 65 accrued pensions, or the current benefit if the NEO is eligible for an unreduced pension under the Pension Plan and Supplemental Plans, based on the pension plan assumptions for each year, as shown in the footnotes to the “Pension Plan Assumptions” table later in this Proxy Statement. Further information regarding pension plans is included in the “2015 Pension Benefits Table” later in this Proxy Statement consistent with SEC rules. The amount reported in the SCT for Mr. Young is zero as the change in value is negative. The present value of Mr. Young’s pension benefit declined by $972,470 and represents the net impact of several factors on his U.K. Plan benefit: (i) a decrease in his accrued benefits due to the net effect of the application of the statutory limited price inflation applicable to deferred benefits under the U.K. Plans, (ii) the impact of the GBP to USD exchange rate, which resulted in a decrease in the dollar value of his U.K. benefit and (iii) the impact of lower interest rates (used in calculating the equivalent lump sum value) on the pension value which resulted in an increase. |

  154. 2015 Summary Compensation Table

    | Pfizer 2016 Proxy Statement | 73 |

  155. 2015 Summary Compensation Table

    | (5) The amounts shown in this column represent the matching contributions made by the Company under the Savings Plan and Supplemental Savings Plan and, for Mr. Young, a RSC contribution, plus the incremental cost to the Company of perquisites received by each of the NEOs. The column also includes relocation benefits provided to Mr. Young which are consistent with Pfizer’s relocation policy for U.S.-based employees. This amount for Mr. Young includes the cost of relocation benefits of $34,473, and a tax gross-up for a portion of such relocation benefits of $2,102. Additional information regarding 2015 perquisites is provided under “Perquisites” elsewhere in this Proxy Statement. The Supplemental Savings Plan is a non-qualified retirement savings plan that is discussed in more detail in the “2015 Non-Qualified Deferred Compensation Table” later in this Proxy Statement. | | (6) Effective February 8, 2016, Mr. Germano ceased being a member of the ELT and serving as Group President, Global Innovative Pharma Business. |

  156. 2015 Grants of Plan-Based Awards Table

    2015 Grants of Plan-Based Awards Table The following Grants of Plan-Based Awards Table provides additional information about non-equity incentive awards and long-term equity incentive awards granted to our NEOs during 2015. The long-term incentive awards were made under the 2014 Stock Plan, and are described in the CD&A section “Elements of our Executive Compensation Program.”

  157. 2015 Grants of Plan-Based Awards Table

    | | | | | | | | | | All Other | | | | | | | | | | | | All Other | TSRU | | | | | | | | | | | | Stock | Awards: | | | | | | | | | | | | Awards: | Number of | Exercise Or | Grant Date | | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | Number | Securities | Base Price | Fair Value | | | | Non-Equity Incentive Plan Awards(1) | | | Equity Incentive Plan Awards(2) | | | of Shares | Underlying | of TSRU | of Stock | | | Grant | Threshold | Target | Maximum | Threshold | Target(3) | Maximum | or Units | TSRUs(3) | Awards | and TSRUs(4) | | Name (A) | Date (B) | ($)(C) | ($)(D) | ($)(E) | (#)(F) | (#)(G) | (#)(H) | (#)(I) | (#)(J) | ($/Sh)(K) | ($)(L) | | I. Read | 2/26/2015 | | | | | | | | 483,092 | 34.59 | 2,879,228 | | | | | | | | | | | 402,685 | 34.59 | 2,963,762 | | | | 0 | 2,692,100 | 5,384,200 | 0 | 58,156 | 116,313 | | | | 2,011,628 | | F. D’Amelio | 2/26/2015 | | | | | | | | 144,928 | 34.59 | 863,771 | | | | | | | | | | | 120,805 | 34.59 | 889,125 | | | | 0 | 1,170,500 | 2,341,000 | 0 | 17,447 | 34,894 | | | | 603,492 | | M. Dolsten | 2/26/2015 | | | | | | | | 144,928 | 34.59 | 863,771 | | | | | | | | | | | 120,805 | 34.59 | 889,125 | | | | 0 | 1,170,500 | 2,341,000 | 0 | 17,447 | 34,894 | | | | 603,492 | | G. Germano | 2/26/2015 | | | | | | | | 144,928 | 34.59 | 863,771 | | | | | | | | | | | 120,805 | 34.59 | 889,125 | | | | 0 | 1,170,500 | 2,341,000 | 0 | 17,447 | 34,894 | | | | 603,492 | | J. Young | 2/26/2015 | | | | | | | | 144,928 | 34.59 | 863,771 | | | | | | | | | | | 120,805 | 34.59 | 889,125 | | | | 0 | 1,170,500 | 2,341,000 | 0 | 17,447 | 34,894 | | | | 603,492 |

  158. 2015 Grants of Plan-Based Awards Table

    | (1) The amounts represent the threshold, target and maximum annual incentive award payout for the January 1, 2015–December 31, 2015 performance period. The actual 2015 payout is reported in the “2015 Summary Compensation Table” under the “Non-Equity Incentive Plan Compensation” column. | | (2) The amounts represent the threshold, target and maximum share payouts under our Performance Share Awards for the January 1, 2015–December 31, 2017 performance period. The PSAs are designed to reward the achievement of three one-year operating income goals and relative TSR over the three-year performance period. The “target” amount shown represents one-third of the 2015 grant. The payment for below threshold performance is 0%. See SCT footnote 1 for further information on the full value of the PSA grant. | | (3) Consistent with historical practice, long-term incentive grant values are converted into units using the closing stock price/value on the first trading day of the week of grant. The PSA values were converted into units using the closing stock price of $34.39 on February 23, 2015; the 5-Year and 7-Year TSRU award values were converted using $6.21 and $7.45, respectively, the estimated values using the Monte Carlo Simulation model as of February 23, 2015. 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 five and seven years from the grant date, respectively. Effective with the February 2015 long-term incentive grant, additional PSAs were granted in lieu of RSUs. As such, no RSUs were granted to the NEOs in 2015. | | (4) The amounts shown in this column represent the award values as of the grant date (subject to rounding). The values for the PSAs, 5-Year and 7-Year TSRUs are shown at the respective fair values of $34.59, $5.96 and $7.36, as of February 26, 2015. |

  159. 2015 Grants of Plan-Based Awards Table

    | 74 | Pfizer 2016 Proxy Statement |

  160. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    2015 Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the equity awards we have made to our NEOs that were outstanding as of December 31, 2015.

  161. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option/TSRU Awards(2) | | | | | | | Stock Awards(2) | | | | | | | | | | | Equity | | | | | | Equity | | | | | | | | Incentive | | | | | Equity | Incentive | | | | | | | | Plan | | | | | Incentive | Plan Awards: | | | | | | | | Awards: | | | | | Plan Awards: | Market or | | | | Number of | Number of | | Number of | Number of | | | Number | Market | Number of | Payout Value | | | | Securities | Securities | Number of | Securities | Securities | | | of Shares | Value of | Unearned | of Unearned | | | | Underlying | Underlying | Securities | Underlying | Under- | Option/ | | or Units | Shares or | Shares, Units | Shares, Units | | | Grant Date/ | Unexercised | Unexercised | Underlying | Unexercised | lying Un- | TSRU | Option/ | of Stock | Units of | or Other | or Other | | | Performance | Options | Options | Unexercised | TSRUs | exercised | Exercise | TSRU | That Have | Stock That | Rights That | Rights That | | | Share | Exercisable | Unexercisable | TSRUs | Unvested | Unearned | Price | Expiration | Not Vested | Have Not | Have Not | Have Not | | Name (A) | Period(1) | (#)(B) | (#)(C) | Vested (#)(B) | (#)(C) | Options (#)(D) | ($)(E) | Date (F) | (#)(G) | Vested ($)(H) | Vested (#)(I) | Vested ($)(J) | | I. Read | 2/22/2007 | 250,000 | | | | | 25.87 | 2/21/2017 | | | | | | | 9/28/2007 | 25,000 | | | | | 24.43 | 9/27/2017 | | | | | | | 2/24/2011 | | | 584,112 | | | 18.90 | 2/24/2016 | | | | | | | 2/24/2011 | | | 483,559 | | | 18.90 | 2/24/2018 | | | | | | | 2/24/2011(3) | | | 420,000 | | | 20.90 | 2/24/2018 | | | | | | | 2/23/2012 | | | 788,835 | | | 21.03 | 2/23/2017 | | | | | | | 2/23/2012 | | | 668,724 | | | 21.03 | 2/23/2019 | | | | | | | 2/28/2013 | | | | 649,780 | | 27.37 | 2/28/2018 | 120,463 | 3,888,543 | | | | | 2/28/2013 | | | | 539,305 | | 27.37 | 2/28/2020 | | | | | | | 2/27/2014 | | | | 548,885 | | 32.23 | 2/27/2019 | 106,141 | 3,426,216 | | | | | 2/27/2014 | | | | 437,158 | | 32.23 | 2/27/2021 | | | | | | | 2/26/2015 | | | | 483,092 | | 34.59 | 2/26/2020 | | | | | | | 2/26/2015 | | | | 402,685 | | 34.59 | 2/26/2022 | | | | | | | 1/1/2013- | | | | | | | | | | | | | | 12/31/2015 | | | | | | | | | | 109,911 | 3,547,927 | | | 1/1/2014- | | | | | | | | | | | | | | 12/31/2016 | | | | | | | | | | 100,031 | 3,229,001 | | | 1/1/2015- | | | | | | | | | | | | | | 12/31/2017 | | | | | | | | | | 174,469 | 5,631,859 |

  162. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    | Pfizer 2016 Proxy Statement | 75 |

  163. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option/TSRU Awards(2) | | | | | | | Stock Awards(2) | | | | | | | | | | | Equity | | | | | | Equity | | | | | | | | Incentive | | | | | Equity | Incentive | | | | | | | | Plan | | | | | Incentive | Plan Awards: | | | | | | | | Awards: | | | | | Plan Awards: | Market or | | | | Number of | Number of | | Number of | Number of | | | Number | Market | Number of | Payout Value | | | | Securities | Securities | Number of | Securities | Securities | | | of Shares | Value of | Unearned | of Unearned | | | | Underlying | Underlying | Securities | Underlying | Under- | Option/ | | or Units | Shares or | Shares, Units | Shares, Units | | | Grant Date/ | Unexercised | Unexercised | Underlying | Unexercised | lying Un- | TSRU | Option/ | of Stock | Units of | or Other | or Other | | | Performance | Options | Options | Unexercised | TSRUs | exercised | Exercise | TSRU | That Have | Stock That | Rights That | Rights That | | | Share | Exercisable | Unexercisable | TSRUs | Unvested | Unearned | Price | Expiration | Not Vested | Have Not | Have Not | Have Not | | Name (A) | Period(1) | (#)(B) | (#)(C) | Vested (#)(B) | (#)(C) | Options (#)(D) | ($)(E) | Date (F) | (#)(G) | Vested ($)(H) | Vested (#)(I) | Vested ($)(J) | | F. D’Amelio | 9/28/2007 | 292,000 | | | | | 24.43 | 9/27/2017 | | | | | | | 2/24/2011 | | | 210,280 | | | 18.90 | 2/24/2016 | | | | | | | 2/24/2011 | | | 174,081 | | | 18.90 | 2/24/2018 | | | | | | | 2/23/2012 | | | 218,447 | | | 21.03 | 2/23/2017 | | | | | | | 2/23/2012 | | | 185,185 | | | 21.03 | 2/23/2019 | | | | | | | 2/28/2013 | | | | 209,251 | | 27.37 | 2/28/2018 | 38,793 | 1,252,240 | | | | | 2/28/2013 | | | | 173,675 | | 27.37 | 2/28/2020 | | | | | | | 2/27/2014 | | | | 182,247 | | 32.23 | 2/27/2019 | 35,243 | 1,137,631 | | | | | 2/27/2014 | | | | 145,150 | | 32.23 | 2/27/2021 | | | | | | | 2/26/2015 | | | | 144,928 | | 34.59 | 2/26/2020 | | | | | | | 2/26/2015 | | | | 120,805 | | 34.59 | 2/26/2022 | | | | | | | 1/1/2013- | | | | | | | | | | | | | | 12/31/2015 | | | | | | | | | | 35,395 | 1,142,551 | | | 1/1/2014- | | | | | | | | | | | | | | 12/31/2016 | | | | | | | | | | 33,214 | 1,072,148 | | | 1/1/2015- | | | | | | | | | | | | | | 12/31/2017 | | | | | | | | | | 52,341 | 1,689,567 | | M. Dolsten | 2/24/2011 | | | 210,280 | | | 18.90 | 2/24/2016 | | | | | | | 2/24/2011 | | | 174,081 | | | 18.90 | 2/24/2018 | | | | | | | 2/23/2012 | | | 218,447 | | | 21.03 | 2/23/2017 | | | | | | | 2/23/2012 | | | 185,185 | | | 21.03 | 2/23/2019 | | | | | | | 2/28/2013 | | | | 198,238 | | 27.37 | 2/28/2018 | 36,751 | 1,186,329 | | | | | 2/28/2013 | | | | 164,534 | | 27.37 | 2/28/2020 | | | | | | | 2/27/2014 | | | | 158,662 | | 32.23 | 2/27/2019 | 30,681 | 990,383 | | | | | 2/27/2014 | | | | 126,366 | | 32.23 | 2/27/2021 | | | | | | | 2/26/2015 | | | | 144,928 | | 34.59 | 2/26/2020 | | | | | | | 2/26/2015 | | | | 120,805 | | 34.59 | 2/26/2022 | | | | | | | 1/1/2013- | | | | | | | | | | | | | | 12/31/2015 | | | | | | | | | | 33,532 | 1,082,413 | | | 1/1/2014- | | | | | | | | | | | | | | 12/31/2016 | | | | | | | | | | 28,915 | 933,376 | | | 1/1/2015- | | | | | | | | | | | | | | 12/31/2017 | | | | | | | | | | 52,341 | 1,689,567 |

  164. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    | 76 | Pfizer 2016 Proxy Statement |

  165. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option/TSRU Awards(2) | | | | | | | Stock Awards(2) | | | | | | | | | | | Equity | | | | | | Equity | | | | | | | | Incentive | | | | | Equity | Incentive | | | | | | | | Plan | | | | | Incentive | Plan Awards: | | | | | | | | Awards: | | | | | Plan Awards: | Market or | | | | Number of | Number of | | Number of | Number of | | | Number | Market | Number of | Payout Value | | | | Securities | Securities | Number of | Securities | Securities | | | of Shares | Value of | Unearned | of Unearned | | | | Underlying | Underlying | Securities | Underlying | Under- | Option/ | | or Units | Shares or | Shares, Units | Shares, Units | | | Grant Date/ | Unexercised | Unexercised | Underlying | Unexercised | lying Un- | TSRU | Option/ | of Stock | Units of | or Other | or Other | | | Performance | Options | Options | Unexercised | TSRUs | exercised | Exercise | TSRU | That Have | Stock That | Rights That | Rights That | | | Share | Exercisable | Unexercisable | TSRUs | Unvested | Unearned | Price | Expiration | Not Vested | Have Not | Have Not | Have Not | | Name (A) | Period(1) | (#)(B) | (#)(C) | Vested (#)(B) | (#)(C) | Options (#)(D) | ($)(E) | Date (F) | (#)(G) | Vested ($)(H) | Vested (#)(I) | Vested ($)(J) | | G. Germano | 2/24/2011 | | | 163,551 | | | 18.90 | 2/24/2016 | | | | | | | 2/24/2011 | | | 135,397 | | | 18.90 | 2/24/2018 | | | | | | | 2/23/2012 | | | 169,903 | | | 21.03 | 2/23/2017 | | | | | | | 2/23/2012 | | | 144,033 | | | 21.03 | 2/23/2019 | | | | | | | 2/28/2013 | | | | 165,198 | | 27.37 | 2/28/2018 | 30,626 | 988,596 | | | | | 2/28/2013 | | | | 137,112 | | 27.37 | 2/28/2020 | | | | | | | 2/27/2014 | | | | 154,374 | | 32.23 | 2/27/2019 | 29,852 | 963,633 | | | | | 2/27/2014 | | | | 122,951 | | 32.23 | 2/27/2021 | | | | | | | 2/26/2015 | | | | 144,928 | | 34.59 | 2/26/2020 | | | | | | | 2/26/2015 | | | | 120,805 | | 34.59 | 2/26/2022 | | | | | | | 1/1/2013- | | | | | | | | | | | | | | 12/31/2015 | | | | | | | | | | 27,943 | 902,000 | | | 1/1/2014- | | | | | | | | | | | | | | 12/31/2016 | | | | | | | | | | 28,134 | 908,166 | | | 1/1/2015- | | | | | | | | | | | | | | 12/31/2017 | | | | | | | | | | 52,341 | 1,689,567 | | J. Young | 2/22/2007 | 41,700 | | | | | 25.87 | 2/21/2017 | | | | | | | 2/24/2011 | | | 52,570 | | | 18.90 | 2/24/2016 | | | | | | | 2/24/2011 | | | 43,520 | | | 18.90 | 2/24/2018 | | | | | | | 2/23/2012 | | | 51,578 | | | 21.03 | 2/23/2017 | | | | | | | 2/23/2012 | | | 43,724 | | | 21.03 | 2/23/2019 | | | | | | | 2/28/2013 | | | | 121,145 | | 27.37 | 2/28/2018 | 22,459 | 724,987 | | | | | 2/28/2013 | | | | 100,548 | | 27.37 | 2/28/2020 | | | | | | | 2/27/2014 | | | | 154,374 | | 32.23 | 2/27/2019 | 29,852 | 963,633 | | | | | 2/27/2014 | | | | 122,951 | | 32.23 | 2/27/2021 | | | | | | | 2/26/2015 | | | | 144,928 | | 34.59 | 2/26/2020 | | | | | | | 2/26/2015 | | | | 120,805 | | 34.59 | 2/26/2022 | | | | | | | 1/1/2013- | | | | | | | | | | | | | | 12/31/2015 | | | | | | | | | | 20,492 | 661,482 | | | 1/1/2014- | | | | | | | | | | | | | | 12/31/2016 | | | | | | | | | | 28,134 | 908,166 | | | 1/1/2015- | | | | | | | | | | | | | | 12/31/2017 | | | | | | | | | | 52,341 | 1,689,567 |

  166. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) For better understanding of this table, we have included an additional column showing the grant dates of stock options, TSRUs and RSUs and the associated performance periods for the PSAs. | | (2) Vesting Provisions: |

  167. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    Stock options become exercisable in accordance with the vesting schedule below:

  168. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    | Grant Date | Vesting | | 2/22/2007 | Full vesting after 3 years | | 9/28/2007 | 1/3 per year in years 1, 2 and 3—Mr. D’Amelio | | 9/28/2007 | Full vesting after 3 years—Mr. Read |

  169. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    | Pfizer 2016 Proxy Statement | 77 |

  170. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    TSRUs vest and are settled in accordance with the schedule below:

  171. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    | Grant Date | Vesting | | 2/24/2011 | Full vesting after 3 years and payable after 5 years or 7 years | | 2/23/2012 | Full vesting after 3 years and payable after 5 years or 7 years | | 2/28/2013 | Full vesting after 3 years and payable after 5 years or 7 years | | 2/27/2014 | Full vesting after 3 years and payable after 5 years or 7 years | | 2/26/2015 | Full vesting after 3 years and payable after 5 years or 7 years | | RSUs vest in accordance with the schedule below: | | | Grant Date | Vesting | | 2/28/2013 | Full vesting after 3 years | | 2/27/2014 | Full vesting after 3 years |

  172. 2015 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Mr. Read received Premium-Priced 7-Year TSRUs at a grant price of $20.90, a 25% premium over the market price of our common stock on the last trading day prior to being named CEO (December 3, 2010). The other terms of this grant are identical to those described in the “Elements of our Executive Compensation Program” above. |

  173. 2015 Option/TSRU Exercises and Stock Vested Table

    2015 Option/TSRU Exercises and Stock Vested Table The following Option/TSRU Exercises and Stock Vested Table provides additional information about the value realized by the NEOs on option/TSRU award exercises/settlements and stock/unit award vestings during 2015.

  174. 2015 Option/TSRU Exercises and Stock Vested Table

    | | TSRU | | | Option | | Restricted Stock/Restricted | | | Performance Shares 2012-2014 | | | | | Awards | | | Awards | | Stock Units | | | Paid February 2015(1) | | | | | Number | Number | | Number | | Number | Number | | Number | Number | | | | of Shares | of Shares | Value | of Shares | Value | of Shares | of Shares | Value | of Shares | of Shares | Value | | | Acquired | Withheld | Realized | Acquired | Realized | Acquired | Withheld | Realized | Acquired | Withheld | Realized | | | on Exercise | to Cover | on Exercise | on Exercise | on Exercise | on Vesting | to Cover | on Vesting | on Vesting | to Cover | on Vesting | | Name | (#) | Taxes (#) | ($)(2) | (#) | ($)(2) | (#) | Taxes (#) | ($)(4) | (#) | Taxes (#) | ($)(4) | | I. Read | 119,410 | 60,360 | 4,138,746 | – | – | 169,897 | 0(3) | 5,842,745 | 83,074 | 37,813 | 2,879,345 | | F. D’Amelio | 119,410 | 61,580 | 4,138,746 | – | – | 47,049 | 20,016 | 1,618,002 | 23,006 | 11,865 | 797,388 | | M. Dolsten | 88,704 | 44,915 | 3,074,490 | – | – | 47,049 | 0(3) | 1,618,002 | 23,006 | 8,497 | 797,388 | | G. Germano | 50,493 | 24,856 | 1,750,092 | – | – | 36,593 | 0(3) | 1,258,450 | 17,893 | 6,474 | 620,171 | | J. Young | 29,911 | 12,970 | 1,036,703 | 31,500 | 180,338 | 11,109 | 0(3) | 382,021 | 5,432 | 2,341 | 188,273 |

  175. 2015 Option/TSRU Exercises and Stock Vested Table

    | (1) The PSAs earned were determined based on relative TSR performance over the 2012-2014 performance period and were paid on February 25, 2015. | | (2) Includes TSRUs which were granted on February 25, 2010, vested on February 25, 2013 and settled on February 25, 2015 at $34.66. Mr. Young exercised 31,500 stock options from his February 23, 2006 stock option grant (grant price of $26.20) on December 14, 2015 at a market price of $31.925. | | (3) Due to IRC Section 162(m), which applies to our CEO and the NEOs (excluding the CFO), when the RSUs vest, the payment of shares was automatically deferred until the earlier of January of the year when it can be reasonably expected that the individual is no longer subject to IRC Section 162(m) or January following termination of employment (but paid no earlier than the first day following the six-month anniversary of such termination of employment). | | (4) The RSUs vested on February 23, 2015 at $34.39 for all NEOs. Performance Shares were paid on February 25, 2015 at $34.66. |

  176. 2015 Pension Benefits Table

    2015 Pension Benefits Table

  177. 2015 Pension Benefits Table

    | | | Number of | Age 65 | Present | | Immediate | | | | | Years of | Single-Life | Value of | Payments | Annuity | | | | | Credited | Annuity | Accumulated | During Last | Payable on | Lump Sum | | Name | Plan Name | Service (#) | Payment ($) | Benefit ($)(1) | Fiscal Year ($) | 12/31/2015 ($) | Value ($)(2) | | I. Read(3) | Pension Plan | 35 | 140,400 | 1,936,826 | – | 140,400 | 1,954,887 | | | Supplemental Plan | | 3,088,531 | 42,670,320 | – | 3,088,531 | 43,003,860 | | F. D’Amelio | Pension Plan | 8 | 33,505 | 293,100 | – | 19,433 | 300,908 | | | Supplemental Plan(4) | | 671,675 | 5,789,527 | – | 389,571 | 6,032,314 | | M. Dolsten(5) | Pension Plan | 7 | 32,252 | 295,384 | – | 16,264 | 299,309 | | | Supplemental Plan | | 313,618 | 2,818,496 | – | 158,310 | 2,856,095 | | G. Germano(6) | Pension Plan | 28 | 127,525 | 1,118,464 | – | 87,986 | 1,872,891 | | | Supplemental Plan | | 1,099,894 | 9,261,941 | – | 758,297 | 14,306,358 | | J. Young(7) | U.K. Pension Plan | 23 | 635,951 | 6,476,338 | – | – | – | | | U.K. Supplemental Plan | 1 | 23,635 | 266,760 | – | – | – |

  178. 2015 Pension Benefits Table

    | (1) The present value of these benefits is based on the December 31, 2015 assumptions as shown below, used in determining our annual pension expense for fiscal 2016. | | (2) These amounts reflect the values of annuities, if paid as a lump sum benefit as of January 1, 2016, and are shown for illustrative purposes only for NEOs who are not eligible to receive a lump sum from the Pension Plan as of December 31, 2015. | | (3) The amount for Mr. Read reflects his attainment of the “Rule of 90” (age plus service greater than or equal to 90) in November 2010. This provides him with an unreduced pension benefit upon his retirement. | | (4) Mr. D’Amelio’s supplemental plan benefits reflect the inclusion of an additional six years of benefit accrual service for pension purposes that were provided under the terms of his offer letter in 2007. The amounts shown include $295,192 in the Supplemental Pension Plan Age 65 Single-Life Annuity Payment and $2,544,415 in the Supplemental Pension Plan Present Value of Accumulated Benefits, both of which are attributable to the additional six years of service. | | (5) Prior to 2012, the retirement benefits for Dr. Dolsten were based on the provisions of the Wyeth Sub-Plan formula and the Wyeth Supplemental Executive Retirement Plan. | | (6) Prior to 2012, the retirement benefits for Mr. Germano were based on the provisions of the Wyeth Sub-Plan formula and the Wyeth Supplemental Executive Retirement Plan. Under the terms of Mr. Germano’s offer letter (which incorporated the pension obligation from Wyeth), Pfizer would provide an annual pension make-up equal to the difference, if any, between $547,000 and the respective straight-life pension plan annuity payable from the plans at the time of his separation. As his benefit accrual has exceeded $547,000, no additional payment is expected. | | (7) Mr. Young transferred from the U.K. to the U.S. in August 2012 and the table reflects benefits accrued during his participation in the U.K. Plans. The amount reported represents the present value of the accrued benefit, payable at age 65. Due to changes in the U.K. pension laws, Mr. Young ceased participation in the U.K Pension Plan and commenced participation in the U.K. Supplemental Plan on April 1, 2011. He does not currently participate in the Pension Plans or any of the Supplemental plans. The benefits were converted from GBP to USD using exchange rates (£ per $1) of 0.641560 and 0.674764 as of 12/31/14 and 12/31/15, respectively. |

  179. 2015 Pension Benefits Table

    | Pfizer 2016 Proxy Statement | 79 |

  180. EARLY RETIREMENT PROVISIONS

    EARLY RETIREMENT PROVISIONS Under the Pension Plan and Supplemental Plans, the normal retirement age is 65. Under the Pension Plan PRAP Sub-Plan, if a participant terminates employment with an age and years of service combination equal to or greater than 90, the employee is entitled to receive either an annuity or an equivalent lump sum that is unreduced under the terms of the Pension Plan or the Supplemental Pension Plan for early payment. Mr. Read attained this milestone during 2010. With respect to the PRAP Sub-Plan, if an employee retires on or after age 55 with 10 or more years of service, that participant may elect to receive either an early retirement annuity or lump sum payment, reduced by 4% per year (prorated for partial years) for each year between benefit commencement and age 65. If an employee does not satisfy any of the above criteria and has three years of vesting service under the Pension Plan, that participant may elect to receive an annuity starting on or after age 55, reduced by 6% per year for each year (prorated for partial years) prior to age 65; a lump sum payment is not available from the qualified PRAP Sub-Plan benefit under these circumstances.

  181. BOARD POLICY ON PENSION BENEFITS FOR EXECUTIVES

    BOARD POLICY ON PENSION BENEFITS FOR EXECUTIVES The Board has a policy providing that it will seek shareholder approval prior to the payment of amounts to any senior executive from the Company’s defined benefit pension plans if his or her benefit, computed as a single life annuity, will exceed 100% of the senior executive’s final average salary, as calculated at the discretion of the Committee. This policy applies to all benefit accruals after January 1, 2006. For purposes of this policy, “final average salary” means the average of the highest five calendar years’ earnings (as defined by the Committee and not based on the legacy pension plan definition), where earnings include salary earned during the year and annual cash incentives (or bonus) earned for the year. This policy will be applied as if the notional transfer of certain supplemental benefits was not made.

  182. BOARD POLICY ON PENSION BENEFITS FOR EXECUTIVES

    | Pfizer 2016 Proxy Statement | 81 |

  183. 2015 Non-Qualified Deferred Compensation Table(1)

    2015 Non-Qualified Deferred Compensation Table(1) The following Non-Qualified Deferred Compensation Table summarizes activity during 2015 and account balances in our various non-qualified savings and deferral plans for our NEOs. The following plans permit the executives to defer amounts previously earned on a pre-tax basis: Pfizer Supplemental Savings Plan (PSSP), DCP, and, prior to 2012, the Wyeth Deferred Compensation Plan (Wyeth DCP). Other than employer contributions to the PSSP, the account balances in these plans are generally attributable to deferrals of previously earned compensation and the earnings on those amounts. In addition to employee deferrals, the PSSP has two types of company contributions—a Company matching contribution and the RSC described in more detail below. The PSSP is a non-qualified supplemental savings plan that provides for the deferral of compensation that otherwise could have been deferred under the related tax-qualified 401(k) plan (PSP) but for the application of certain IRC limitations, plus company matching contributions based on the executive’s contributions and the RSC. Of the NEOs, only Mr. Young is currently eligible for the RSC.

  184. 2015 Non-Qualified Deferred Compensation Table(1)

    | | | Executive | Pfizer | Aggregate | Aggregate | Aggregate | | | | Contributions In | Contributions in | Earnings in | Withdrawals/ | Balance at | | Name | Plan(2) | 2015 ($) | 2015 ($)(4) | 2015 ($) | Distributions ($) | 12/31/15 ($)(5) | | I. Read | PSSP | 275,625 | 206,719 | 378,730 | — | 6,415,602 | | | Deferred GPP | — | — | — | — | — | | | Deferred PSA | — | — | 435,068 | — | 6,543,485 | | | Deferred RSU(3) | 5,842,745 | — | 1,021,597 | — | 24,283,715 | | | Total: | 6,118,370 | 206,719 | 1,835,395 | — | 37,242,802 | | F. D’Amelio | PSSP | 139,725 | 104,794 | 38,009 | — | 2,845,008 | | | Deferred GPP | — | — | — | — | — | | | Total: | 139,725 | 104,794 | 38,009 | — | 2,845,008 | | M. Dolsten | PSSP | 134,550 | 100,913 | 13,024 | — | 1,103,946 | | | Deferred GPP | — | — | — | — | — | | | Deferred RSU(3) | 1,618,002 | — | 478,574 | — | 9,667,648 | | | Total: | 1,752,552 | 100,913 | 491,598 | — | 10,771,594 | | G. Germano | PSSP | 135,913 | 101,935 | 16,015 | — | 1,213,317 | | | Deferred GPP | — | — | — | — | — | | | Deferred RSU(3) | 1,258,450 | — | 339,597 | — | 7,028,563 | | | Wyeth DCP | — | — | 1,396 | (277,762) | 213,670 | | | Total: | 1,394,363 | 101,935 | 357,008 | (277,762) | 8,455,550 | | J. Young | PSSP | 124,800 | 280,800 | (13,767) | — | 851,772 | | | Deferred GPP | — | — | — | — | — | | | Deferred RSU(3) | 382,021 | — | 48,321 | — | 1,309,896 | | | Total: | 506,821 | 280,800 | 34,554 | — | 2,161,668 |

  185. 2015 Non-Qualified Deferred Compensation Table(1)

    | (1) Contribution amounts in this table have been reflected in the “2015 Summary Compensation Table” and prior years’ summary compensation tables, as applicable. Aggregate earnings are not reflected in the “2015 Summary Compensation Table” and were not reflected in prior years’ summary compensation tables. | | (2) The PSSP contributions were based on the executive’s deferral election and the salary shown in the “2015 Summary Compensation Table,” as well as annual incentive awards paid in 2015, previously reported in 2014. The reported PSSP values include legacy Wyeth Supplemental Employee Savings Plan (Wyeth SESP) earnings and balances for Dr. Dolsten and Mr. Germano. | | (3) The amount in the contributions column represents RSU awards that vested during 2015 and were mandatorily deferred into the DCP to avoid the loss of a tax deduction due to IRC Section 162(m). Further information regarding the RSU vesting is reported in the “2015 Option/TSRU Exercises and Stock Vested Table” earlier in this Proxy Statement. | | (4) Represents Company matching contributions and RSC earned in 2015 and reported in the “2015 Summary Compensation Table” under the “All Other Compensation” column. | | (5) Amounts reported in the Aggregate Balance column reflect the cumulative value of the NEOs’ deferral activities, including employee contributions, Company matching contributions/RSC, withdrawals and investment earnings thereon as of December 31, 2015. The amounts reported do not include the fourth quarter 2015 matching contributions or the RSC earned in 2015 because they were credited in early 2016; such amounts are included in this table under the “Pfizer Contributions in 2015” column and in the “2015 Summary Compensation Table” under the “All Other Compensation” column in 2015 (based on the year contributions were earned). |

  186. 2015 Non-Qualified Deferred Compensation Table(1)

    | 82 | Pfizer 2016 Proxy Statement |

  187. GENERAL

    GENERAL The Company provides the Pfizer Savings Plan to U.S.- and Puerto Rico-based employees and the PSSP to employees who meet the eligibility requirements. Contribution amounts are reflected in the 2015 Summary Compensation Table or prior years’ summary compensation tables, as applicable. Note that investment earnings have not been included. These plans are described in more detail below. For 2015, the tax law limits:

  188. GENERAL

    | • | the “additions” that can be made to a participating employee’s account to $53,000 per year (or $59,000 per year for eligible participants age 50 and over). “Additions” include matching contributions, RSC, before-tax contributions, Roth 401(k) contributions and after-tax contributions. | | • | the amounts that may be allocated to tax-qualified savings plans and the amount of compensation that can be taken into account in computing benefits under the Savings Plan. The 2015 maximum before-tax and Roth 401(k) contribution limit was $18,000 per year (or $24,000 per year for eligible participants age 50 and over). | | • | no more than $265,000 of regular earnings may be taken into account in computing benefits under the Savings Plan. |

  189. Potential Payments Upon Disability, Death, Retirement or Change in Control

    Potential Payments Upon Disability, Death, Retirement or Change in Control The NEOs are eligible for the following potential payments upon disability, death, retirement and a change in control (subject to the plan provisions):

  190. Potential Payments Upon Disability, Death, Retirement or Change in Control

    | Disability | Pfizer Benefits Program | Long-Term Incentive Program | | Benefits for eligible employees, including the NEOs | • Company-paid long-term disability coverage of 50% of pay (salary and bonus) and employees may buy an increased level of coverage of up to 70% of pay (maximum $500,000), subject to a $350,000 annual benefit limit. • Health and life insurance benefits are provided for 24 months for those who begin to receive long-term disability benefits due to an injury or illness incurred on or after January 1, 2012. • Pension Plan and Supplemental Pension Plan benefit accruals will cease for those who begin to receive long-term disability benefits due to an injury or illness incurred on or after January 1, 2012. | • RSUs immediately vest and are paid in full; • TSRUs immediately vest and are settled on the fifth or seventh anniversary of the date of grant; • PSAs immediately vest and are paid out at target; and • Outstanding stock options continue to vest and become exercisable for the full option term, provided the participant remains totally and permanently disabled. | | Death | Pfizer Benefits Program | Long-Term Incentive Program | | Benefits for eligible employees, including the NEOs | • Pfizer provides coverage equal to one times pay (salary plus bonus) with a maximum cap of $2.0 million at no cost to the employee. • May purchase life insurance benefits of up to eight times pay (salary plus bonus), (subject to evidence of insurability requirements) to a maximum benefit of $4.0 million. • Upon death of an employee, pension benefits and deferred compensation are payable in accordance with the plans and the executive’s election (if any). | • RSUs immediately vest and are paid in full; • TSRUs immediately vest and are immediately settled; • PSAs immediately vest and are paid out at target; and • Outstanding stock options are exercisable for the full term of the option if the participant was eligible for retirement (55 years of age with 10 years of service); if not, the stock options remain exercisable for up to two years. | | Retirement | Long-Term Incentive Program, if a participant retires (after attaining age 55 with at least 10 years of service) after the first anniversary of the grant date: | | | See “Pension and Savings Plans” and “Retiree Health Care Benefits” for further information on health care, pension and savings plan benefits under Pfizer’s plans | • RSUs granted in 2014 and later will continue to vest and be paid at the end of the original vesting period. RSUs granted prior to 2014 are prorated based on service subsequent to the grant date and paid at separation subject to any required IRC 409A payment delay; • TSRUs continue to vest and are settled on the fifth or seventh anniversary of the grant date; • Outstanding stock options are exercisable for the full term of the option; and • PSAs granted in 2014 and later will continue to vest and PSAs granted prior to 2014 are prorated based on service subsequent to the grant date. All PSAs are paid at the end of the performance period based on Pfizer’s performance against the metrics for the grant. If the retirement occurs prior to the first anniversary of the grant date, the unvested portion of these long-term incentive awards is forfeited. Vested TSRUs will be settled on the fifth or seventh anniversary of the grant date, and vested stock options are exercisable for the full term of the option. Based on age and years of service, Messrs. Read and Germano are active NEOs currently eligible for retirement treatment and would have received $24,876,754 and $6,556,276, respectively, under their long-term incentive awards as of December 31, 2015 had they retired on that date. These amounts do not include $47,815,436 for Mr. Read or $10,093,543 for Mr. Germano representing the current value of their vested TSRUs. The actual amount received from Messrs. Read and Germano’s long-term incentive awards will be determined on the settlement date (TSRUs and PSAs) and vesting date (RSUs) 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 within 24 months following a change in control: | | | | • RSUs immediately vest and are paid in full; • Vested TSRUs are distributed immediately; • Unvested TSRUs immediately vest and are settled; • PSAs immediately vest and are paid out at target; and • Outstanding stock options are exercisable for the remainder of the option term. Additionally, if the participant is retirement eligible, awards will continue to vest and are paid on schedule. | |

  191. Potential Payments Upon Disability, Death, Retirement or Change in Control

    | Pfizer 2016 Proxy Statement | 85 |

  192. Potential Payments Upon Disability, Death, Retirement or Change in Control

    This table provides certain information as of December 31, 2015 with respect to our equity compensation plans:

  193. Proposal 5 – Give Shareholders Final Say on Election of Directors

    Proposal 5 – Give Shareholders Final Say on Election of Directors Shareholders request our Board of Directors to adopt as policy, and amend other governing documents if necessary, so that a director who fails to obtain a majority vote (with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats) be removed immediately from our board based on such negative vote of shareholders. Our board would have the flexibility to temporarily retain such director if the board determined that a holder-over tenure is critical to the functioning of the board. This includes that if the board determines that such a holdover period is necessary, the board insert a notice of this in its EDGAR filing of the voting results of the annual meeting. Under our company’s current bylaws, incumbent director nominees are expected to tender their resignation if they fail to receive the required votes for re-election. A director resignation would then be considered by the Corporate Governance Committee, which would recommend to the board whether to accept or reject the resignation. This is not an effective policy as shareholders do not have the final say in the election decision. Please vote to enhance shareholder value:

  194. Give Shareholders Final Say on Election of Directors – Proposal 5

    Give Shareholders Final Say on Election of Directors – Proposal 5

  195. ELECTION OF DIRECTORS; MAJORITY VOTE POLICY

    ELECTION OF DIRECTORS; MAJORITY VOTE POLICY Under our By-laws and our Corporate Governance Principles, Directors must be elected by a majority of the votes cast in uncontested elections, such as the election of Directors at the Annual Meeting. This means that the number of votes cast “for” a Director nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker non-votes are not counted as votes “for” or “against” a Director nominee. Any nominee who does not receive a majority of votes cast “for” his or her election would be required to tender his or her resignation promptly following the failure to receive the required vote. Within 90 days of the certification of the shareholder vote, the Corporate Governance Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and to disclose its decision-making process. In a contested election, the required vote would be a plurality of votes cast. Full details of this Policy are set forth in our Corporate Governance Principles (see “Annex 1” to this Proxy Statement).