PFIZER INC
For the period ended Apr 25, 2024. Filed Mar 14, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2024 · Filed Mar 14, 2024
Contents
Pay-Versus-Performance Table
Pay–Versus–Performance Table (2020-2023)
The following table reports the compensation of our Principal Executive Officer (PEO or referred to herein as CEO) and the average compensation of the other non-CEO NEOs as reported in the Summary Compensation Table for the past four fiscal years, as well as Compensation Actually Paid (CAP) as calculated under the SEC Pay-Versus-Performance (PVP) disclosure requirements and certain performance measures required by the rules. The disclosure covers our four most-recent fiscal years, which will expand next year to a rolling five years. Dollar amounts reported as CAP are computed in accordance with Item 402(v) of Regulation S-K, and our Board believes that it is important to recognize that these amounts do not reflect the actual amount of compensation earned by or paid to our CEO and NEOs during the applicable fiscal year.
| Summary Compensation Table (SCT) Total for CEO* ($) · Compensation Actually Paid to CEO(1)/(2)/(3) ($) · Average SCT Total for (non-CEO) NEOs*($) · Average Compensation Actually Paid to (non-CEO) NEOs(1)/(2)/(3)($) · Value of initial fixed $100 investment based on · (GAAP) · Company Selected Measure (Non-GAAP) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · TSR (Pfizer) ($) · TSR (Peer Group)** ($) · Net Income ($B) · Adj. Net Income***($B) | ||||||||
| 2023 | 21,562,064 | (62,146,536) | 6,330,278 | (9,473,859) | 91 | 156 | 2.12 | 11.24 |
| 2022 | 33,017,453 | 5,662,152 | 14,842,288 | 8,437,687 | 154 | 144 | 31.37 | 39.12 |
| 2021 | 24,353,219 | 115,175,594 | 9,289,461 | 40,940,768 | 172 | 134 | 21.98 | 25.24 |
| 2020 | 21,033,570 | 29,667,753 | 9,599,590 | 11,911,035 | 103 | 109 | 9.16 | 16.73 |
| 2024 Proxy Statement Pfizer | 87 |
|---|
Executive Compensation
*SCT Total. As noted earlier in this Proxy Statement, reflects the grants made during the year for which the applicable performance goals have been set under GAAP rules. The accounting rules provide that PSAs are deemed granted and therefore included in the SCT when the applicable goals are set; therefore, one-third of the PSAs is included in the SCT Total in each of the three performance years as a result of the use of three, separately established annual goals. Additionally, for 2022, equity awards reported in the SCT includes the “make-whole awards” for Mr. Denton and Dr. Pao in connection with their hiring, as detailed in the Leadership Transition section in the 2023 Proxy Statement. For 2023, the average amount shown includes Dr. Pao’s pro-rata target bonus award ($691,939) payable in accordance with the terms of the GPP in effect at the time of his involuntary termination.
**Peer Group TSR. Represents the DRG Index (NYSE ARCA Pharmaceutical Index) peer group.
*** Adjusted Net Income. Results used for PSA purposes. Adjusted Net Income is defined as U.S. GAAP net income attributable to Pfizer Inc. common shareholders before the impact of amortization of intangible assets, certain acquisition-related items, discontinued operations and certain significant items; and is adjusted to reflect budgeted FX rates for the year and further refined to exclude certain other unbudgeted or non-recurring items including acquired in-process research and development expenses.
(1)To calculate CAP, as defined by the SEC, the following deductions and additions were made to the SCT Total compensation:
CEO — Summary Compensation Table Total to CAP Reconciliation
| Year · CEO/Principal Executive Officer (PEO) · Reported Summary Compensation Table (SCT) Total($) · Deductions: Reported Value of Stock and Option Awards($) · Deductions: Reported Change in the Actuarial Present Value of Pension($) · SCT Adjusted Total($) · Fair Value of Grant During the Year at 12/31 ($) · Change in Fair Value of Prior Years’ Awards (Unvested at 12/31) ($) · Change in Fair Value of Prior Years’ Awards that Vested During Applicable Year ($) · CAPto CEO ($) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A · B · C · D=A-B-C · E · F · G · H=D+E+F+G | ||||||||||||||
| 2023 | Bourla | 21,562,064 | 17,506,870 | 8,440 | 4,046,754 | 2,676,420 | (54,869,053) | (14,000,657) | (62,146,536) | |||||
| 2022 | Bourla | 33,017,453 | 18,822,635 | 2,473,747 | 11,721,071 | 23,195,458 | (19,441,173) | (9,813,204) | 5,662,152 | |||||
| 2021 | Bourla | 24,353,219 | 13,231,457 | 49,901 | 11,071,861 | 47,742,308 | 57,799,698 | (1,438,273) | 115,175,594 | |||||
| 2020 | Bourla | 21,033,570 | 11,680,768 | 1,367,780 | 7,985,022 | 20,171,525 | 2,516,212 | (1,005,006) | 29,667,753 | |||||
Average Non-CEO NEOs — Summary Compensation Table Total to CAP Reconciliation
| Year | Non-CEO NEOs(i) | Reported Summary Compen-sation Table (SCT) Total($) | Deductions: Reported Value of Stock and Option Awards($) | Deductions: Reported Change in the Actuarial Present Value of Pension($) | SCT Adjusted Total($) | Fair Value of Grant During the Year at 12/31 ($) | Change in Fair Value of Prior Years’ Awards (Unvested at 12/31) ($) | Change in Fair Value of Prior Years’ Awards that Vested During Applicable Year ($) | Avg. CAP to (non-CEO) NEOs ($) |
|---|---|---|---|---|---|---|---|---|---|
| A · B · C · D=A-B-C · E · F · G · H=D+E+F+G | |||||||||
| 2023 | Denton, Dolsten, Lankler, Malik, Hwang, and Pao(ii) | 6,330,278 | 3,903,883 | 126,204 | 2,300,191 | 583,665 | (9,788,919) | (2,568,796) | (9,473,859) |
| 2022 | Denton, Pao, Dolsten, Hwang, and D’Amelio(ii) | 14,842,288 | 6,029,494 | — | 8,812,794 | 6,608,542 | (4,530,369) | (2,453,280) | 8,437,687 |
| 2021 | D’Amelio, Dolsten, Hwang, Lankler and Young(ii) | 9,289,461 | 4,583,167 | 53,838 | 4,652,456 | 16,368,787 | 20,441,286 | (521,762) | 40,940,768 |
| 2020 | D’Amelio, Dolsten, Hwang, and Young | 9,599,590 | 4,416,359 | 1,050,895 | 4,132,336 | 7,370,367 | 1,057,547 | (649,214) | 11,911,035 |
(i) Except for Messrs. Denton and Malik and Dr. Pao, the NEOs met the criteria for retirement treatment on their equity awards for the respective year.
(ii) For 2023, Ms. Hwang and Dr. Pao were no longer serving as executive officers at fiscal-year end (former CCO and CDO, respectively). For 2022, Mr. D’Amelio was no longer serving as an executive officer at fiscal year-end (former CFO). For 2021, Mr. Young was no longer serving as an executive officer at fiscal year-end (former Group President, Chief Business Officer).
(2)The Monte Carlo Simulation used to determine values for the TSRUs uses the valuation date (or the prior business day where the valuation date falls on the weekend or holiday) assumptions of: stock price, expected dividend yield, risk-free interest rate, and stock price volatility, as determined in accordance with ASC Topic 718. However, for outstanding awards granted prior to the Upjohn/Mylan transaction (closed November 2020) the valuations of these grants utilized an adjusted grant price which factored in the value of the dividends prior to the close, consistent with what shareholders would have already received. The PSAs valuation methodology utilized the equity intrinsic value accounting, with the applicable performance conditions applied and dividend equivalents accrued based on the applicable performance conditions. For Mr. Denton and Dr. Pao’s RSU “make-whole awards”, dividend equivalent units are accumulated during the vesting period, at the applicable dividend dates, and reinvested as additional RSUs which are settled in shares with the underlying RSUs on the vesting date.
(3)As the pension plan was frozen, no service cost was included in the calculation of CAP. Additionally, dividends are not paid on PSAs until they settle and then solely on the earned shares.
| 88 | Pfizer 2024 Proxy Statement |
Executive Compensation
CEO AND AVERAGE NON-CEO NEO CAP PAY-VERSUS-PERFORMANCE
The following illustrates the relationship between the CAP of our CEO and average non-CEO NEOs (Avg. NEO) and company performance as well as peer performance.
The 4-year compensation history of the CEO and Avg. NEO shows that the disclosed CAP aligns with Pfizer’s TSR which outperformed the DRG Index TSR for 2022 and 2021; tracked the DRG Index for 2020 and underperformed for 2023. The values are based on a $100 investment made on December 31, 2019.
Considering the significant weighting of long-term stock-based incentives in our pay mix (75%-80% for the CEO and 60%-70% on average for the NEOs, of target total direct compensation) due to the intended alignment between the financial interests of our executives and shareholders, the CAP values are significantly influenced by Pfizer’s stock price. This is illustrated by the impact of year-over-year stock price declines since 2021. When comparing year-end stock prices in 2021 ($59.05) to 2022 ($51.24) to 2023 ($28.79), there was a reduction of approximately 13% for 2022 vs. 2021 ($51.24 vs. $59.05), and 44% for 2023 vs. 2022 ($28.79 vs. $51.24) respectively, which resulted in a significant decline in CAP values for 2022 and 2023. The significant weighting of long-term stock-based incentives in our mix is further demonstrated when the stock price increases, when comparing the 2020 year-end stock price of $36.81 to the 2021 year-end stock price of $59.05, which is an approximate 60% increase. This stock price increase resulted in a year-over-year change in value of outstanding long-term incentives which is reflected in the increase in the CAP value in 2021 compared to the CAP value in 2020.
The graphs below show the alignment between pay versus performance.
CEO and Average NEOs CAP versus TSR Performance*
- TSR value based on $100 investment of Pfizer versus DRG Index as of December 31, 2019.
| 2024 Proxy Statement Pfizer | 89 |
|---|
Executive Compensation
CEO and Average NEOs CAP versus Net Income (GAAP)
CEO and Average NEOs CAP versus Adjusted Net Income (Non-GAAP)
Overall, the Committee believes the executive compensation program strikes an appropriate balance between incentivizing our executives based on performance, as well as utilizing market competitive pay practices. This is also evidenced by the performance metrics the Committee selected to link pay with performance as described in the section below. See our “Compensation Discussion and Analysis” for additional information regarding Pfizer’s pay-for-performance executive compensation program.
| 90 | Pfizer 2024 Proxy Statement |
Executive Compensation
COMPANY PERFORMANCE METRICS
Pfizer’s executive compensation program appropriately aligns pay and performance as the Committee seeks to utilize metrics that incentivize and strengthen our alignment to the Compensation Philosophy, as well as our focus on long-term sustainable growth. The metrics (non-GAAP) listed below are the performance metrics the Committee deems as the most important financial performance measures used to link compensation actually paid to our NEOs to the company’s performance for the most recently completed fiscal year, as further described in our Compensation Discussion and Analysis within the sections titled “2023 Annual Incentive Award/Global Performance Plan (GPP)” and “2023 Annual Long-Term Incentive Award Program”.
Most Important Performance Measures
Adjusted Net Income
Total Revenue
Adjusted Diluted EPS
Cash Flow from Operations
CEO REALIZED PAY TABLE (SUPPLEMENTAL)
The supplemental table and graphs below compare the realized pay for Dr. Bourla over four years with the disclosed SCT Total and CAP.
| Year · SCT Total ($) · CAP ($) · Realized Pay(1)($) | ||||
|---|---|---|---|---|
| 2023 | 21,562,064 | (62,146,536) | 25,724,089 | |
| 2022 | 33,017,453 | 5,662,152 | 26,621,180 | |
| 2021 | 24,353,219 | 115,175,594 | 16,676,919 | |
| 2020 | 21,033,570 | 29,667,753 | 9,986,957 | |
(1)Realized Pay is defined as base salary, short-term incentive bonus paid on account of the performance year, and payouts/settlements of long-term incentive awards during the applicable year.
| Year · Salary ($) · Bonus ($) · LTI Settlements ($) · Realized Pay ($) | ||||||
|---|---|---|---|---|---|---|
| 2023 | 1,787,500 | 0 | 23,936,589 | 25,724,089 | ||
| 2022 | 1,737,500 | 7,650,000 | 17,233,680 | 26,621,180 | ||
| 2021 | 1,687,500 | 8,000,000 | 6,989,419 | 16,676,919 | ||
| 2020 | 1,650,000 | 5,491,800 | 2,845,157 | 9,986,957 | ||
| 2024 Proxy Statement Pfizer | 91 |
|---|
Executive Compensation
Supplemental Table: Realized Pay Comparison
The graph above illustrates our CEO’s realized pay compared to the CAP and SCT Total for 2020-2023. For 2023, the year-end stock price declined from 2022, therefore resulting in a negative CAP value attributable to the decline in the value of outstanding equity awards. The CAP value differs significantly from the realized pay and SCT Total.
See our “Compensation Discussion and Analysis” for additional information regarding Pfizer’s pay-for-performance executive compensation program.
| 92 | Pfizer 2024 Proxy Statement |
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