PFIZER INC PFE

31% shingled-prose overlap between the two filings.

2025: 98,187 chars · 2026: 89,507 chars

• Committee Report:31% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):64% overlap (6,696 → 6,567 chars)
• Say-on-Pay proposal:21% overlap (25,000 → 25,000 chars)

• changedThis Compensation Discussion and Analysis (CD&A) describes Pfizer’s executive compensation program for 2025 2024and certain elements of our 2026 2025program.
• changedIt explains how the Compensation Committee of the Board (the Committee) made 2025 2024performance year compensation decisions for our executives, including the following Named Executive Officers (NEOs):
• changed— Chief Scientific Officer and President, Research & Development Development(2)
• newDouglas M.
• newLankler — Chief Legal Officer, Executive Vice President (EVP)
• newExecutive Summary54Pfizer’s Executive Compensation: Pay-for-Performance Philosophy57Advisory Vote on Executive Compensation and Shareholder Outreach Program 60Executive Compensation Program SummarySection 1: Elements of Our Executive Compensation Program62Description of NEO Pay Elements 672026 Compensation ActionsSection 2: How We Determine Executive Compensation68Overview of the Role of the Compensation Committee and its Independent Compensation Consultant68Setting Target Pay LevelsSection 3: How We Evaluate Performance: 2025 Compensation Decisions70Linking Pay and Performance72Summary of the NEOs’ PerformanceSection 4: Benefit Programs74Summary of Benefit ProgramsSection 5: Other Compensation Programs and Policies75Summary of Other Compensation Programs and Policies Compensation Tables78Compensation Tables92CEO Pay Ratio 92Pay-Versus-Performance Table 98Equity Compensation Plan InformationFinancial Measures99Reconciliation of Generally Accepted Accounting Principles (GAAP) to Non-GAAP Financial Measures
• changed2026 2025Proxy Statement Pfizer53
• newConsistent with Pfizer’s compensation philosophy, the program aligns pay with performance and supports long‑term value creation.
• changedOUR PHILOSOPHY•Aligns each executive’s compensation with Pfizer’s short- and long-term performance and provides the compensation and incentives needed to attract, motivate and retain key executives crucial to Pfizer’s long-term success; •Delivers a significant portion of the total compensation opportunity for each of our executives (including the NEOs) as long-term incentives thataredirectly aligned with shareholders’ interests and tied to Pfizer’s absoluteandrelativetotalshareholderreturn(TSR)andtootherperformance against factors that measure our progress against the goals of our strategic and operating plans, as well as absolute and relative total shareholder return (TSR); plans;and•Benchmarks compensation against that of our Pharmaceutical Peer and General Industry Comparator Groups with consideration of each of these companies’ companymarket capitalization and complexity — as indicated by revenues, range of products, international operations and other factors — to set target levels of compensation and determine the value and level of award opportunities.
• changed2025 2024NEO PAY MIX
• changedPfizer’s executive compensation program is designed to strengthen the link between pay and performance by having a significant portion of each executive’s executives’target compensation tied to the achievement of pre-established performance metrics directly related to our business goals and strategies.
• changedCEO – 2025 2024Target Total DirectCompensationOther NEOs – 2025 2024Target Total DirectCompensation (Average)nYear-End SalarynAnnual Short-Term Incentive (Target)nAnnual Long-Term Incentive (Target)
• changedAdditionally, our stock ownership guidelines promote thealignment ofinterestswith shareholders’ interest shareholdersby requiring the CEO to own Pfizer stock with a value equal to at least eight times his base salary and for each other NEO to own Pfizer stock with a value equal to at least four times their respective base salary.
• changed54Pfizer 2026 2025Proxy Statement
• changedExecutive Compensation Program: The Committee’s independent advisor conducts a risk assessment of the executive compensation program at the direction of, and subject to review by, the Committee.
• changedIt focuses on: (i) (1)ensuring an appropriate balance in our program structure to mitigate compensation-related risk by using an appropriate mix of cash versus stock, short-term versus long-term measurements, measurementsand financial versus non-financial goals, goals;and (ii) (2)best-practice policies to mitigate compensation-related risk, including recoupment provisions providing clawbacks and forfeitures, stock ownership guidelines, equity administration rules, and insider trading insider-tradingand hedging/pledging prohibitions.
• changedGlobal Compensation Program: An assessment of our global sales incentive sales-incentiveand commission plans is conducted annually by management and reviewed by the Committee and its independent advisor.
• changedBased on the results of these assessments, the Committee does not believe thatthe compensation programs create risks that are reasonably likely to have a material adverse effect on the ourcompany.
• changedWhat We DoWhat We Do Not Do 100% Performance-Based Annual Long-Term Incentives Permit Hedging or Pledging of Pfizer Stock Minimum Vesting Period on Long-Term Incentives Provide Employment Agreements ImplementedNon-Compete Agreements Provide “Single Trigger” Change in Control Payments or Benefits or Change in Control Agreements Stock Ownership Requirements Reprice Outstanding Long-Term Incentives Multiple Metrics across Short-Term and Long-Term Incentive Programs Provide “Gross-Ups” For Excise Taxes or Perquisites (except for certain relocation expenses) Compensation Recovery/Clawback Provide Cash Severance Exceeding 2.99 times the sum of base salary plus target bonus Risk Mitigation Robust Investor Outreach Independent Compensation Consultant
• changed2026 2025Proxy Statement Pfizer55
• changed2025/2026 2024/2025KEY COMMITTEE ACTIONS
• changedBased on the Committee’s annual review and in response to evolving business needs, market best practices, and shareholder outreach and feedback (see “Advisory Vote on Executive Compensation and Shareholder Outreach Program” for additional details regarding actions taken as a result of our shareholder outreach program), feedback,the Committee took the following actions in 2025 2024and early 2026 2025to enhance our compensation program. program:
• changedNon-Compete Agreements•Implemented Agreement•Approvedimplementingnon-compete provisions through new agreements for senior management (including the NEOs and other Executive Leadership Team (ELT) members), effectivein2025,to align with market practice, and aswellasto enhance provideadditionalprotection of Pfizer’s proprietary, confidential proprietary/confidentialinformation and trade secrets.Peer Group•Updated the General Industry peer group to better reflect comparable revenue levels leveland market capitalization by removing Exxon Mobil Corporation and UnitedHealth Group Incorporated and adding Danaher Corporation, Medtronic plc, plcand Thermo Fisher Scientific Inc. Global Performance Plan (GPP) (Bonus Program/Short-Term Incentive Plan)•Added Program•Changedoneofthefinancialmetricsforthe2025performanceyear—Adjusted Net Income(1) as willbeone of the three financial metrics in the GPP, replacing Adjusted Diluted Earnings per Share (Adjusted Diluted EPS)(1). GPP.
• newAdjusted Diluted EPS(1) is now the annual operational metric for the Performance Share Awards (PSAs).
• newThe Committee believes that this change better aligns our GPP and PSAs with market practices, ensuring consistency with other industry peers.
• new•Simplified the GPP to continue its focus on financial performance and progressing the pipeline; as such, the 2025 GPP financial metrics and weightings were set at: 40% Revenue, 40% Adjusted Net Income(1) and 20% Cash Flow from Operations and the pipeline modifier can impact the funding level by up to +/- 25 percentage points.Long-Term Incentive (LTI) Program•Selected Adjusted Diluted EPS(1) as the annual metric for the PSAs.
• newAs stated above, Adjusted Diluted EPS(1) was determined to be a more appropriate long-term incentive metric and is consistent with market practices.•Starting with the March 2026 Annual LTI awards, adjusted the LTI award mix for the NEOs by increasing the percentage of LTI grant value delivered as PSAs to 75% from 50% and having the remaining 25% delivered as Total Shareholder Return Units (TSRUs).
• newThe Committee reallocated a portion of the TSRUs to PSAs to better align with market practices and feedback from shareholders.
• newWhile the Committee has always considered TSRUs to be performance-based, some shareholders do not share this perspective.
• newAs such, the Committee opted to increase the proportion of PSAs to 75% to underscore the importance it places on tying pay to performance.–For 2025, adjusted the allocation of TSRUs in the 2025 Annual LTI award allocation from 25% of each of the 5-year and 7-year TSRUs to 50% 5-year TSRUs.
• newThis change reflects the Committee’s intent to balance the importance of a long‑term focus with the need to provide awards that are consistent with market practices.
• changed(1)See See“Financial Measures” for a comparison of U.S. GAAP net income revenuesandU.S.GAAPdilutedEPSandnon-GAAPtotalrevenueand non-GAAP Adjusted Net Income DilutedEPSfor annual incentive purposes. purposes,respectively.
• changed*Adjusted Diluted EPS, NetIncome,as the PSA performance measure, is defined as U.S. GAAP diluted EPS netincomeattributable 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.
• changedSee “Non-GAAP Financial Measure: Adjusted Income — Certain Significant Items” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section in Pfizer’s 2025 2024Annual Report on Form 10-K for information about significant substantive and/or unusual items that are evaluated on an individual basis.
• changed56Pfizer 2026 2025Proxy Statement
• changedPfizer and its Board of Directors Weare committed to open and continued communications with our shareholders and have a robust outreach program.
• newHistorically, our Say-on-Pay (SOP) proposal has received strong support, averaging 93.5% from 2015 through 2024.
• newHowever, the support for the 2025 SOP proposal declined to 54.7%.
• newThe Board was disappointed with the results of our 2025 SOP vote and requested that management conduct robust engagement with shareholders, with the primary objective of obtaining feedback on our pay programs and the 2025 SOP vote.
• newAs detailed in the section of this Proxy Statement titled “Investor Outreach — Our Integrated Approach to Investor Outreach,” during the fall engagement season, we extended invitations to 50 of our largest institutional investors, as well as some smaller institutional investors, representing approximately 44% of the company’s outstanding shares and engaged with shareholders owning approximately 30% of the company’s outstanding shares.
• newThe Compensation Committee Chair, Jim Smith, led executive compensation-related discussions with several of the company’s largest investors, representing approximately 21% of our outstanding shares.
• newThese efforts underscore our commitment to engaging with shareholders and the importance we place on understanding their perspectives.
• newWe take shareholders’ feedback seriously and are committed to listening to and addressing their concerns.
• newMost of the shareholders with whom we engaged broadly supported the overall structure of our executive compensation program, appreciated the robust disclosure on the 2024 modifications to certain LTI awards and understood the rationale behind the modifications despite mixed support for the modifications themselves.
• newBelow is a summary of what our shareholders told us and our responses and actions taken.
• newDespite some common topics in the feedback, almost no shareholders provided go-forward requests or recommendations on how to modify our compensation program, as most shareholders who voted against our 2025 SOP proposal cited the modification of certain LTI awards as the main reason for their vote.
• newAs such, we have endeavored to be as responsive to the feedback as possible, and took actions that we believe address the high-level feedback shared.
• newWhat Shareholders Told Us Responses To Shareholders’ Feedback and Actions Taken•Shareholders had mixed reactions to the 2024 LTI modifications.
• newHowever, virtually all of the shareholders, irrespective of their SOP vote, commented favorably on the detailed disclosure of the LTI modifications (as disclosed in the 2025 Proxy Statement) as they felt it provided a clear insight into the Committee’s thought processes and rationale for their actions.•Shareholders supporting SOP indicated that their votes were based on their overall evaluation of the compensation programs and the specific circumstances and detailed rationale for the modifications.
• new•Most shareholders who voted against SOP expressed concerns with the modification of “in-flight LTI awards,” as such actions are contrary to their voting policies.
• new•Action: The Committee confirmed that it does not intend to take similar action in the future.•Responses: The LTI modification of outstanding awards was an extraordinary action in response to exceptional circumstances, as demand for COVID-19-related products dropped dramatically.
• newThe Committee remains firmly committed to leading governance practices in the design of the pay-for-performance program and determined that this action represented a one-time exception, rather than a change to Pfizer’s long-standing compensation practices.
• changed2026 2025Proxy Statement Pfizer57
• newWhat Shareholders Told Us Responses To Shareholders’ Feedback and Actions Taken•Several shareholders requested additional detail on the annual short-term incentive goal-setting process (in particular the 2024 cash flow target).•Action: Provided enhanced Proxy Statement disclosure on the annual incentive goal-setting process.
• newSee “Annual Incentive Objectives and Results.”•Responses: The Committee sets annual incentive targets derived from the annual operating plan, as well as through a disciplined, bottom-up budgeting process that reflects the company’s evolving operating environment, rather than year-over-year comparison and as such, targets may be lower or higher than the prior year’s goal or actual performance.
• newThis process is designed to establish appropriately challenging stretch targets that incorporate current product performance, new products and line extensions, business development activities, anticipated losses of exclusivity, and foreign exchange volatility.•Several shareholders requested the rationale behind the use of three one-year performance periods for the financial performance goal of the PSAs.•Action: Provided enhanced Proxy Statement disclosure on the annual LTI program.
• newSee “2025 Annual Long-Term Incentive Award Program.”•Responses: Given the nature of our business, in which the metrics can be influenced — positively or negatively — by events outside of the control of executives, such as shorter- or longer-than-expected periods of exclusivity, new drug approvals (which have unpredictable timing) and purchases or dispositions of business units or assets, the Committee determined that the use of three one-year performance periods for the PSA financial metric combined with the three-year relative total shareholder return (TSR) modifier was the best structure.
• newThis approach limits the potential need for adjustments and provides a strong framework that aligns with the shareholders’ experience without placing undue emphasis on potential target adjustments.•The addition of the financial metric to the PSAs stemmed from prior suggestions of several shareholders who, when discussing the PSA design, encouraged the Committee to include an operating metric in the PSAs rather than continuing the sole use of a three-year relative TSR metric.
• newThe Committee incorporated the financial operating metric with the continued use of the three-year relative TSR, albeit as a modifier.
• changedIn addition, the PSAs payout is Payoutsarecapped at a target payout if the absolute TSR is negative for the full three-year performance period.
• changed58Pfizer 2026 2025Proxy Statement
• newWhat Shareholders Told Us Responses To Shareholders’ Feedback and Actions Taken•Some shareholders had perceived that there was a misalignment between pay and performance in the executive compensation program.•Action: Adjusted the LTI award mix for the NEOs to increase the weighting of performance share awards by increasing the percentage of grant value delivered as PSAs.
• newThe 2026 annual LTI award percentage of the LTI value delivered as PSAs was increased to 75% from 50% and the remaining 25% was granted as TSRUs.•Responses: Although the Committee has consistently regarded TSRUs as performance-based, some shareholders do not share the same view.
• newIn response, the Committee increased the proportion of PSAs to 75% of the LTI grant value to underscore the importance it places on tying pay to performance.
• changed2026 2025Proxy Statement Pfizer59
• changed2025 2024EXECUTIVE COMPENSATION PROGRAM SUMMARY
• changedProvides competitive level of fixed compensation that helps attract and retain high-performing executive talent.Annual Short-Term Incentive/Global Performance Plan (GPP)CashFunded based on Pfizer’s performance and weighted as follows:Aggregate pool isfunded based on the performance against Pfizer’s annual financial goals, and the achievement of pre-set non-financialgoals(pre-setpipeline goals (non-financial goals). andthreeESGmetrics).
• newIndividual awards are based on operating unit/function performance, individual performance measured over the year, and consideration of plan funding.Provides incentive to executives to achieve short-term results that create sustained future growth potential and long-term shareholder value.MetricsTotal Revenue (40%)A leading indicator of performance and value creation; provides a clear focus on growth; an important measure in our industry; understandable with a clear line of sight and employee impact.Adjusted Net Income* (40%)A measure of income that provides focus on profitable growth and expense control within core operations; considered a strong indicator of sustained core performance over the long term with clear visibility and employee impact.
• newCash Flow from Operations (20%)A measure that provides focus on generating cash in the short term to fund operations and research and to return funds to shareholders in the form of dividends and share repurchases (as applicable); focuses managers on expense control and on improving working capital; a strong link to long-term shareholder value creation.Pipeline Achievement Modifier of up to +/- 25 percentage points A measure to recognize the progress and delivery of the research and development (R&D) pipeline, which is vital to Pfizer’s long-term success.
• changedAnnual Long-Term Incentive Compensation (100% Performance-Based Equity)5-Year Equity)5-and7-YearTotal Shareholder Return Units (TSRUs)Represents 50% 25%(each)of total annual grant value Absolute TSR5-Year (50%intotal)AbsoluteTSR5-and7-YearTSRUs generally vest three years from the grant date and are settled on the fifth orseventhanniversary of the grant date.The date,respectively.Thevalue earned is equal to the difference between the settlement price (the 20-day average of the closing prices of Pfizer common stock ending on the settlement date) and the grant price (the closing stock price on the date of grant), plus the value of dividend equivalents accumulated over the term.
• changedAccordingly, receipt of any value from these awards is contingent on absolute total shareholder return performance.Provides direct alignment with shareholders as awards are tied to absolute TSR.Performance Share Awards (PSAs)Represents 50% of total annual grant valueAdjusted Diluted EPS* NetIncome(NI)*and relative TSRPSAs have a three-year performance period starting on January 1st of the year of grant and generally vest on the third anniversary of the grant with value delivered, if any, based on performance.Paid based on the company’s performance against acombinationofthree one-year Adjusted Diluted EPS* NetIncome*goals, set annually, modified by andrelative TSR, as compared to the NYSE Arca Pharmaceutical Index (DRG Index or DRG), over a three-year period.
• newThe range of payout is 0%-200% based on financial performance and modified by relative TSR.
• changedThe maximum payout is 200% of target but rangefortheoperatingmetricrangeis capped at target if 0%-150%,andthe relativeTSR for metriccandrivethe performance period is negative.Dividend overallpayoutrangeto200%.Dividendequivalents paid during the performance period are applied to the number of shares earned under the award.Earned PSAs, including the dividend equivalents, are paid in cash to active employees and in shares to former employees.Provides alignment with shareholders by aligning compensation to financial operationalgoals and relative TSR over a three-year performance period.
• new* See “Financial Measures” for a comparison of U.S. GAAP net income and non-GAAP Adjusted Net Income for annual incentive purposes.
• changedAdjusted Diluted EPS, (1)AdjustedNetIncome,as the PSA performance measure, is defined as U.S. GAAP diluted EPS netincomeattributable 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.
• newSee “Non-GAAP Financial Measure: Adjusted Income — Certain Significant Items” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section in Pfizer’s 2025 Annual Report on Form 10-K for information about significant substantive and/or unusual items that are evaluated on an individual basis.
• changed60Pfizer 2026 2025Proxy Statement
• changed2025 2024EXECUTIVE COMPENSATION PROGRAM SUMMARY (CONTINUED)
• changedElementPlan/ProgramProgram DesignObjectivesRetirementSavings PlanA qualified savings plan providing participants with the opportunity to defer a portion of their eligible pay up to the IRC limitations (on a pre-tax, after-tax, after-taxor Roth basis) and receive a company matching contribution (i.e., defer 6.0% to receive a 4.5% matching contribution).
• changedIn addition, since 2018, all participants receive an age- and service-weighted company-provided Retirement Savings Contribution (RSC) (5% to 9% of eligible pay).Provides retirement benefits through elective deferrals, company matching contributions and RSC, up to Internal Revenue Code (IRC) limits.Supplemental Savings PlanA non-qualified savings plan providing participants a pre-tax savings opportunity relating to amounts in excess of the IRC limitations under the same formulas/features (matching contributions and RSC) as the qualified savings plan noted above.Allows for deferrals, company matching contributions and RSC in excess of IRC limits.Pension Plan**Qualified pension plan provides retirement income for eligible participants generally based on years of service and final average earnings; frozen as of December 31, 2017.Provides retirement income based on tenure and compensation, up to IRC limits.Supplemental Pension Plan**Non-qualified pension plan provides retirement income relating to compensation and benefits in excess of the IRC limitations under the same formula as the qualified pension plan noted above; frozen as of December 31, 2017.Provides retirement income based on tenure and compensation in excess of IRC limits.OtherPerquisitesCertain other benefits provided to executives by the company consisting of limited reimbursement for personal financial planning services, an annual executive physical, home security and additional security services, as deemed necessary, and aswellascertain personal travel benefits for the CEO and other NEOs (including other ELT members).Provides additional benefits consistent with competitive practices and safety concerns; increases efficiencies and allows more productive use of NEOs’ time, and therefore, greater focus on Pfizer-related activities.

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