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Corporate Governance FAQs

Frequently Asked Questions

Board Composition

How do I contact members of the Pfizer Board of Directors?

You may communicate with any of our directors, including the Lead Independent Director and the Audit Committee Chair, by writing to them c/o Matthew Lepore, Corporate Secretary and Chief Governance Counsel at Pfizer Inc., 235 East 42nd Street, New York, New York 10017.

Alternatively, you may communicate via e-mail with any of our directors through our Lead Independent Director, or members of our Audit Committee through our Audit Committee Chair, (both of whom are independent, non-employee directors of the Company).

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What does the Corporate Governance Committee look for when reviewing candidates recommended by shareholders?

The Corporate Governance committee looks at the level of qualifications and expertise in various disciplines represented by the current board to determine if there is a need to further enhance the composition of the board to fulfill a specific need. In reviewing candidates recommended by shareholders, the board has established guidelines in the Criteria for Board Membership

Learn more about Criteria for Board Membership.

Visit the Corporate Governance Committee

How do I nominate someone for the Pfizer Board or submit a shareholder proposal?

Under the rules of the SEC, if a shareholder wants us to include a proposal in our proxy Statement and form of proxy for presentation at our 2012 Annual Meeting of Shareholders, the proposal must be received by us at our principal executive offices at 235 East 42nd Street, New York, NY 10017-5755 by November 23, 2011. The proposal should be sent to the attention of the Secretary of the Company.

Under our By-laws, certain procedures are provided that a shareholder must follow to nominate persons for election as Directors or to introduce an item of business at an Annual Meeting of Shareholders. These procedures provide that nominations for Director nominees and/or an item of business to be introduced at an Annual Meeting of Shareholders must be submitted in writing to the Secretary of the Company at our principal executive offices. We must receive the notice of your intention to introduce a nomination or to propose an item of business at our 2012 Annual Meeting:

  • if the 2012 Annual Meeting is being held within 25 days before or after the anniversary of the date of this year's Annual Meeting (April 28, 2011), we must receive notice not less than 90 days nor more than 120 days in advance of the anniversary of the 2011 Annual Meeting; or
  • 10 days following the date on which notice of the date of the 2012 Annual Meeting is mailed or the public disclosure of the date of the 2012 Annual Meeting is made, whichever first occurs.

For any other meeting, the nomination or item of business must be received by the tenth day following the date of public disclosure of the date of the meeting.

Our Annual Meeting of Shareholders is generally held on the fourth Thursday of April. Assuming that our 2012 Annual Meeting is held on schedule, we must receive notice of your intention to introduce a nomination or other item of business at that Meeting between December 30, 2011 and January 30, 2012. If we do not receive notice during that time period, or if we meet certain other requirements of the SEC rules, the persons named as proxies in the proxy materials relating to that Meeting will use their discretion in voting the proxies when any such matters are raised at the Meeting.

The nomination must contain the following information about the nominee (amongst other information, as specified in the By-laws):

  • name;
  • age;
  • business and residence addresses;
  • principal occupation or employment;
  • the class and number of shares of capital stock owned (beneficially and of record) by the nominee;
  • the information that would be required under the rules of the SEC in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election as directors pursuant to Section 14 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder; and
  • a signed consent of the nominee to serve as a Director of the Company, if elected.

Notice of a proposed item of business must include (amongst other information, as specified in the By-laws):

  • a brief description of the substance of, and the reasons for conducting, such business at such Meeting; and
  • as to the stockholder proponent and the beneficial owner, if any, on whose behalf the proposal is being made:

    • the name and address of each such person and of any holder of record of the stockholder proponent's shares as they appear on our records;
    • the class and number of all shares of capital stock owned by each such person (beneficially and of record) (with supporting documentation where appropriate);
    • any material interest of each such person, or any affiliates or associates of each such person, in such business; and
    • any other information relating to each such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by each such person with respect to the proposed business to be brought by each such person before the annual meeting pursuant to Section 14 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.

Corporate Compliance

Does Pfizer have a compliance and ethics program?

Yes, Pfizer maintains a comprehensive compliance program that is designed to detect and respond to policy violations and support legal and ethical conduct throughout the Company. The compliance program is structured in accordance with "Compliance Program Guidance for Pharmaceutical Manufacturers" developed by the United States Department of Health and Human Services, Office of Inspector General and includes the following elements:

  • Written Policies and Procedures;
  • Compliance Officer and Compliance Committees;
  • Effective Training and Education;
  • Effective Lines of Communication;
  • Internal Monitoring and Auditing;
  • Enforcement Through Discipline Pursuant to Published Guidelines; and
  • Prompt Response and Corrective Action for Detected Problems.

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Who oversees Pfizer's compliance program?

The compliance program is overseen and managed by the Compliance Division, which is responsible for helping to develop and implement policies, procedures, and practices to ensure compliance with laws, regulations, and government agreements, as well as investigating violations of law or Pfizer policy. The Compliance Division is led by the Chief Compliance and Risk Officer who reports directly to Pfizer's Chief Executive Officer.

Pfizer's tiered compliance committee structure promotes leadership oversight of the compliance program through the Executive Compliance Committee, the Corporate Compliance Committee, and various business unit and divisional committees.

Additional compliance support is provided by groups and individuals throughout the Company in areas such as legal, safety and monitoring, corporate audit, Human Resources, finance, corporate governance, policy and other functions.

Executive Compensation Program & Policies

How is the CEO's compensation linked to performance?

The CEO's compensation is set by the Compensation Committee and approved by the Board. His actual levels of compensation are adjusted up or down depending on Company and individual performance.

  • Annual bonus opportunity ranges from 0% to 200% based on the achievement of pre-set financial goals for the Company for Revenue, Adjusted diluted Earnings per Share and Cash Flow from Operations, as well as his individual goals which support his imperatives for building value, i.e., being a leader in science and innovation; continuing to use our financial and commercial strength to enhance competitiveness; earning respect from society and creating a culture of confidence and trust.
  • 75% of his long-term equity awards are earned based on relative and absolute total shareholder return. Performance Share Awards (representing 25% of his long-term incentive value) are earned based on Pfizer's relative total shareholder return vs. its pharmaceutical peers over a three-year performance period. Total Shareholder Return Units (representing 50% of his long-term incentive value) are earned based on Pfizer's absolute total shareholder return over five- and seven-year performance periods.

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How is Pfizer's executive compensation program linked to long-term performance?

Pfizer's compensation philosophy, which is set by the Compensation Committee, is to align each executive's compensation with Pfizer's short-term and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives who are crucial to Pfizer's long-term success.

The Global Performance Plan ("GPP"), our annual incentive program, is funded based on Pfizer's performance on three financial metrics: total revenue, adjusted diluted earnings per share, and cash flow from operations. The GPP pool is not funded unless performance exceeds a threshold level of performance. Individual awards are earned based on the available earned pool, Business Unit/Function performance, and the achievement of annual performance objectives for the individual.

Our annual long-term incentive awards are aligned with the interests of our shareholders because they deliver value based on absolute and relative shareholder return, encourage stock ownership and promote retention of key talent.

A significant portion of the total compensation opportunity for each of our executives (including the Named Executive Officers, or "NEOs") is directly related to Pfizer's stock price performance 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.

What are the elements of short-term and long-term compensation?

ELEMENT TYPE TERMS
Annual Long-Term
Incentive
Compensation
(100% Equity)		 Restricted Stock Units (RSUs)

(representing 25% of total annual grant value)
  • RSUs generally vest three years from the grant date
  • Dividend equivalent units (DEUs) are accumulated on RSUs during the vesting period
  • Both RSUs and DEUs are paid in shares of Pfizer common stock and only on vesting*
5- and 7-Year Total Shareholder Return Units (5-Year and 7-Year TSRUs)

(each representing 25% of total annual grant value)
  • 5- and 7-Year TSRUs generally vest three years from the grant date and are settled five or seven years from the grant date, respectively
  • Dividend equivalents are accumulated on TSRUs during the five- or seven-year term
  • The number of shares that may be 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 prior to settlement) 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, subject to the results being positive
  • Both 5- and 7-Year TSRUs are paid in shares of Pfizer common stock on settlement
Performance Share Awards (PSAs)

(representing 25% of total annual grant value)
  • PSAs generally vest three years from the grant date
  • The performance period for PSAs is three years
  • The number of shares that may be earned over the performance period is based on Pfizer's Total Shareholder Return (TSR, defined as change in stock price plus dividends) relative to the TSR of our pharmaceutical peer group (see "Performance Share Awards") and ranges from 0% to 200% of the initial award
  • Dividend equivalents are applied to the number of shares actually earned under the award
  • PSAs are paid in shares of Pfizer common stock
Cash Salary
  • The fixed amount of compensation for performing day-to-day responsibilities. Generally eligible for increase annually, depending on market movement, performance and internal equity
Annual Short-Term Incentive/GPP
  • Provides the opportunity for competitively-based annual incentive awards for achieving Pfizer's short-term financial goals and other strategic objectives measured over the current year
Retirement Pension
  • Provides retirement income for eligible participants based on years of service and highest average earnings up to tax code limitations
Supplemental Pension
  • Provides retirement income, on a non-qualified basis, relating to compensation in excess of tax code limitations under the same formula as the qualified pension noted above
Savings Plan
  • A qualified 401(k) plan that provides participants with the opportunity to defer a portion of their compensation, up to tax code limitations, and receive a company matching contribution
Supplemental Savings Plan
  • Extends the Savings Plan, on a non-qualified basis, for compensation in excess of the tax code limitations under the same terms
Other Perquisites
  • Certain other benefits provided to executives by the Company

* Unless automatically deferred due to Section 162(m) of the Internal Revenue Code (the "IRC").

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Lobbying and Political Contributions

What is Pfizer's policy on corporate political contributions?

Federal law prohibits corporations from contributing directly to candidates running for federal office. The federal contribution ban applies not only to monetary support, but also covers use of corporate resources, such as stationary, fax machines, etc. For this reason, Pfizer's corporate policy prohibits Colleagues from using any corporate resources, including Pfizer corporate funds, to support or oppose a candidate seeking federal office.

Pfizer's policy allows for the use of corporate funds in state and local jurisdictions that permit corporate contributions directly to candidates.

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Does Pfizer have a policy on independent expenditures?

It is Pfizer's policy that "Corporate Funds" may not be used for direct independent expenditures, in connection with any federal or state elections.

For further information on Pfizer's U.S. election contributions corporate policy click here.

What is Pfizer's approval process for Pfizer's corporate political contributions?

Pfizer has a Steering Committee comprised of eight colleagues, who represent different divisions within the Pfizer organization that review and approve all Political Action Committee (PAC) and corporate political contributions on a monthly basis. The PAC Steering Committee evaluates candidates on a basis of their views on issues that impact Pfizer and its colleagues. It also takes note of whether Pfizer facilities or colleagues reside in a candidate's district or state. The Political Contributions Policy Committee (PCPC) is responsible for governing the Pfizer PAC. All PAC and corporate contributions are shared with the PCPC for review. Representatives serving on the PCPC amongst others include the EVP Policy, External Affairs & Communications, EVP, Chief Compliance Officer and SVP, Policy & Public Affairs.

Our PAC and Corporate Political Contributions Report (published on our Website) includes the recipient and amount of all Pfizer PAC and Pfizer Inc. contributions to political committees, corporate contributions made in state and local elections, ballot initiatives and certain contributions to trade associations.

We also ask trade associations to which we pay more than $100,000 to report to us how much of Pfizer dues/payments are used for political expenditures/contributions and we provide this voluntarily in our report and disclose it on our corporate website. Click here to review.

Where can I find Pfizer's lobbying disclosure?

Pfizer actively lobbies the U.S. Congress and state legislatures on a number of important public policy issues such as intellectual property, trade, taxes, and public health issues. A complete list of federal issues lobbied by Pfizer in the US can be found in the public disclosure sections of the U.S. House and Senate web sites. We fully comply with regulations by reporting all federal lobbying in quarterly disclosure reports to Congress.

Where can I find more information on Pfizer's public policy engagement?

Effective policies help create an environment in which innovation is encouraged, engaging in public policy debates is part of our responsibility. Please click here for more information.

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Investor Engagement

What is Pfizer's approach to investor engagement?

The Company's relationships with its shareholders and other stakeholders are a critical part of our corporate governance profile, and we recognize the value of taking our investor's views into account. Among other things, engagement helps us to understand the larger context and impact of our operations, and learn about expectations for our performance, assess emerging issues that may affect our business or other aspects of our operations, and shape corporate and governance policies. Over the years, this collaborative approach has helped us to identify mutual perspectives and goals, and has resulted in, amongst other things, strengthening our executive compensation program and disclosures.

Corporate Social Responsibility

What is Pfizer's corporate responsibility approach?

Corporate responsibility at Pfizer is the "how" of how we do business and encompasses all that we do to ensure that we act ethically and meet evolving health care needs.

Pfizer is striving to adapt to the evolving needs of global communities, and to use our business scope and scale to improve global health. To ensure our success, we are building partnerships in communities worldwide to strengthen health systems, increase access to our medicines, and find sustainable solutions to health challenges. In addition, we remain focused on conducting our business responsibly, by upholding the highest ethical standards in all our activities, from research and development to sales and marketing, and reducing our impact on the environment.

How can I find more detailed information on corporate responsibility at Pfizer?

Our integrated annual review details Pfizer's impact on patients and health, science and the world. Our commitments and achievements demonstrate that our corporate responsibility activities are integral to our business success and future growth. Click here to read our review.

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Pfizer Annual Report

Pfizer Annual Report

Gain insight into Pfizer's ownership culture and achievements.