2026 Proxy Statement
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Table of Contents
A Letter from Pfizer’s Chairman and Chief Executive Officer
i
A Message from Pfizer’s Lead Independent Director
iv
Notice of 2026 Annual Meeting and Proxy Statement
vi
Our Business and Strategy
1
Item 1 — Election of Directors
6
Criteria for Board Membership
6
Selection of Candidates
6
Director Independence
7
Our 2026 Director Nominees
8
Governance
17
Overview
17
Governance Materials Available on Our Website
17
The Board’s Leadership Structure
17
The Board’s Role in Risk Oversight
19
The Board’s Role in Succession Planning
20
Evaluation of Board Effectiveness
21
Board and Committee Information
21
Governance Committee Report
24
Regulatory and Compliance Committee Report
25
Investor Outreach
26
Public Policy Engagement and Political Participation
29
Pfizer Policies on Business Conduct
31
Other Governance Practices and Policies
32
Non-Employee Director Compensation
33
2025 Director Compensation Table
34
Securities Ownership
35
Beneficial Owners
36
Delinquent Section 16(a) Reports
36
Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm
37
Audit and Non-Audit Fees
38
Audit Committee Report
39
Item 3 — Approval of the Pfizer Inc. 2019 Stock Plan, as amended April 2026
40
Overview
41
Share Reserve Information
42
Usage of Shares Authorized for Grant
42
Reasons for Seeking Shareholder Approval
43
Additional Information About the Amended Plan
43
Types of Awards
46
U.S. Tax Treatment of Options and Awards
47
Item 4 — 2026 Advisory Approval of Executive Compensation
50
2025 Advisory Vote on Executive Compensation
50
2025 Pay-for-Performance
50
2026 Advisory Vote on Executive Compensation
51
Compensation Committee Report
52
Executive Compensation
53
Compensation Discussion and Analysis
53
Executive Summary
54
SECTION 1 — Elements of Our Executive Compensation Program
62
SECTION 2 — How We Determine Executive Compensation
68
SECTION 3 — How We Evaluate Performance: 2025 Compensation Decisions
70
SECTION 4 — Benefit Programs
74
SECTION 5 — Other Compensation Programs and Policies
75
Compensation Tables
78
Financial Measures
99
Shareholder Proposal
100
Item 5 - Adopt an Independent Chair Policy
100
Annual Meeting Information
103
Annual Meeting
103
Voting
104
Proxy Materials
107
Other Questions
108
Other Business
108
Submitting Proxy Proposals and Director Nominations for the 2027 Annual Meeting
109
Annex 1 - Pfizer Inc. 2019 Stock Plan, as amended April 2026
I

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