2024 Proxy Statement
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Table of Contents
A Letter from Pfizer’s Chairman & Chief Executive Officer
i
A Message from Pfizer’s Lead Independent Director
iii
Notice of 2024 Annual Meeting and Proxy Statement
iv
Our Business and Strategy
1
Item 1 — Election of Directors
5
Criteria for Board Membership
5
Selection of Candidates
5
Director Independence
6
Our 2024 Director Nominees
7
Director Nominees
10
Governance
16
Overview
16
Governance Materials Available on Our Website
16
Board Leadership Structure
16
The Board’s Role in Risk Oversight
17
The Board’s Role in Succession Planning
18
Evaluation of Board Effectiveness
19
Board and Committee Information
19
Governance & Sustainability Committee Report
22
Regulatory and Compliance Committee Report
23
Shareholder Outreach
24
Public Policy Engagement and Political Participation
27
Pfizer Policies on Business Conduct
29
Other Governance Practices and Policies
30
Non-Employee Director Compensation
31
2023 Director Compensation Table
32
Securities Ownership
33
Beneficial Owners
34
Delinquent Section 16(a) Reports
34
Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm
35
Audit and Non-Audit Fees
36
Audit Committee Report
37
Item 3 — Approval of the Amended and Restated Pfizer Inc. 2019 Stock Plan
38
Item 4 — 2024 Advisory Approval of Executive Compensation
47
2023 Advisory Vote on Executive Compensation
47
2023 Pay-for-Performance
47
2024 Advisory Vote on Executive Compensation
48
Compensation Committee Report
49
Executive Compensation
50
Compensation Discussion and Analysis
50
Executive Summary
51
Compensation Tables
73
Financial Measures
94
Shareholder Proposals
95
Item 5 — Adopt an Independent Board Chair Policy
95
Item 6 — Publish a Congruency Report on Political, Lobbying, Electioneering Expenditures
98
Item 7 — Amend Director Resignation Processes
101
Item 8 — Publish a Report on Corporate Contributions
103
Annual Meeting Information
106
Annual Meeting
106
Voting
107
Proxy Materials
110
Other Questions
111
Other Business
111
Submitting Proxy Proposals and Director Nominations for the 2025 Annual Meeting
112
Annex 1 — Amended and Restated Pfizer Inc. 2019 Stock Plan
I

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