Pfizer, Inc. · NYSE:PFE

Pfizer — Proxy Contest (April 2025)

18 slides from Pfizer's proxy contest presentation, Apr 7, 2025

  1. Slide 1: Pfizer 2025 Supplemental Proxy Material

    Pfizer 2025 Supplemental Proxy Material April 7, 2025

  2. Slide 2: Forward-looking statements

    Pfizer 2025 2 • Our discussions during this shareholder engagement meeting will include forward-looking statements that are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. We include forward-looki

  3. Slide 3: Executive Summary – Key Ballot Items at 2025 Annual Meeting

    Pfizer 2025 3 LTI Award Modifications • Modifications maintain pay-for-performance alignment with payout contingent on achievement of Pfizer’s performance criteria; no guaranteed or time-based components were introduced with the modifications • Modifications were in response to exceptional circumsta

  4. Slide 4: Executive Compensation

    Pfizer 2025 4 Executive Compensation

  5. Slide 5: Key Compensation Elements and 2024 Performance Measures

    Pfizer 2025 8% 15% 77% Key Compensation Element / Type 2024 Performance Measures and Key Terms Salary Cash • Fixed cash compensation; reviewed annually and adjusted, as appropriate Annual Short-Term Incentive / Global Performance Plan (GPP) Cash • Company, business / operating, and individual perfor

  6. Slide 6: Pfizer Stock Price and 2022-2023 TSRU and PSA Grant Timing

    Pfizer 2025 6 Pfizer Stock Price and 2022-2023 TSRU and PSA Grant Timing • After near-record levels in 2022, Pfizer’s stock price began to decline in 2023, amid lower-than- expected COVID-19 vaccination and treatment rates • The declining stock price significantly impacted the retentive value of LTI

  7. Slide 7: Summary of Committee Actions Taken and Rationale

    Pfizer 2025 Summary of Committee Actions Taken Committee Rationale Maintained a 3-year performance period • Continues to link incentive opportunities to shareholder value creation, as well as provide for additional time to achieve our strategic goals and drive stock price appreciation • Maintains pe

  8. Slide 8: Annual Incentive Plan – Payouts Aligned with Performance

    Pfizer 2025 8 Annual Incentive Plan – Payouts Aligned with Performance GPP formula funded the annual incentive plan at 200% of target. The Compensation Committee used downward discretion to reduce the actual funding to 195% Performance Metrics and Targets Targets are consistent with Pfizer’s public

  9. Slide 9: Annual Incentive Plan – Target-Setting and Actual Performance

    Pfizer 2025 9 Annual Incentive Plan – Target-Setting and Actual Performance Revenue and EPS targets in the annual incentive plan were aligned with our publicly provided guidance for 2024. The Compensation Committee approved these targets consistent with our operating plan Annual Incentive Metric 202

  10. Slide 10: Shareholder Proposals

    Pfizer 2025 10 Shareholder Proposals

  11. Slide 11: Board Recommendation Against Shareholder Proposals

    Pfizer 2025 11 • Our executive severance plan already requires shareholder approval for cash severance exceeding 2.99x the sum of base salary and target bonus • The severance plan benefits and cash severance policy align with market best practices and are not considered excessive • Requiring additio

  12. Slide 12: Board of Directors

    Pfizer 2025 12 Board of Directors

  13. Slide 13: Highly-Engaged and Experienced Board Facilitates Strategic Oversight

    Pfizer 2025 Mortimer J. Buckley Former Chairman & CEO of Vanguard Joined Board October 2024 Cyrus Taraporevala Former President & CEO of State Street Global Advisors Joined Board July 2024 Highly-Engaged and Experienced Board Facilitates Strategic Oversight Directors contribute broad and deep expert

  14. Slide 14: Conclusion

    Pfizer 2025 14 Conclusion

  15. Slide 15: We Ask for Your Vote and Support

    Pfizer 2025 15  FOR Election of Directors We Ask for Your Vote and Support  AGAINST Shareholder Vote Regarding Golden Parachutes  AGAINST Report Evaluating the Risks Related to Religious Discrimination Against Employees  FOR Say-on-Pay  FOR Ratification of Auditors For additional information, p

  16. Slide 16: Appendix

    Pfizer 2025 16 Appendix

  17. Slide 17: GAAP to Non-GAAP Reconciliation (Unaudited)

    Pfizer 2025 17 GAAP to Non-GAAP Reconciliation (Unaudited) These financial measures for annual incentive purposes utilize budgeted foreign exchange rates for the year and exclude certain other unbudgeted or non-recurring items. Therefore, these financial measures are different from those utilized in

  18. Slide 18: = Pfizer

    = Pfizer Phar 2025

Pfizer — Proxy Contest (April 2025) on 6ix