Independent
Tenure on this board
9.4 yrs
Also a director at
Berkley W R Corp (WRB)
12 nominees · 5 ballot items.
Elect 12 directors; ratify KPMG LLP as auditors; approve amendment to 2019 Stock Plan adding 320,000,000 shares; advisory vote to approve executive compensation; consider shareholder proposal to adopt an independent chair policy.
Election of twelve directors to serve until the next annual meeting.
Ratify KPMG LLP as Pfizer’s independent registered public accounting firm for 2026.
Approve amendment to increase share reserve under the 2019 Stock Plan by 320,000,000 shares and extend its term.
Management requests shareholder approval to amend the existing Amended and Restated Pfizer Inc. 2019 Stock Plan to add 320 million shares to the plan reserve and extend the plan term by ten years. The amendment responds to the company’s need to continue granting equity awards to attract, retain and motivate employees and non-employee directors given historical share usage, expected future grants, and strategic transactions. The proposal also updates vesting and retirement definitions, preserves anti-repricing protections, maintains a three-for-one counting ratio for full-value awards, and retains limits on non-employee director annual compensation. The Board and Compensation Committee recommend for approval, citing that the added reserve will support planned grants for the next two to three years and is consistent with governance best practices such as minimum vesting, dividend withholding on unvested awards, forfeiture provisions and recoupment policies. The implication for shareholders includes dilution — management estimates the additional shares would increase overhang by about 4.44 percentage points — but management argues this is offset by alignment of employee interests with shareholders and retention of key talent. If not approved, Pfizer may shift toward cash‑settled LTIs with potentially less favorable accounting treatment. Shareholder approval is required under NYSE rules and U.S. tax law for certain award types.
Non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
Pfizer is asking shareholders to approve, on an advisory basis, the compensation of its Named Executive Officers as disclosed in the proxy materials. The Board is requesting consideration of the company’s pay‑for‑performance philosophy and key program design changes after lower support in 2025 (54.7%), including post‑vote investor outreach and adjustments such as increasing PSA weighting and clarifying disclosures. The Compensation Committee retained an independent advisor, reviewed peer benchmarks, and made changes to short‑term and long‑term metrics and mix to address investor feedback. The advisory vote is non‑binding, but the Committee and Board will consider the result when making future compensation decisions.
Shareholder proposal requesting the Board adopt a policy separating the roles of Chairman and CEO, requiring an independent chair.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.48% | 369,430,012 | $10.4B |
| 2 | STATE STREET CORP | 5.29% | 301,589,865 | $8.5B |
| 3 | BlackRock, Inc. | 3.04% | 173,419,617 | $4.9B |
| 4 | BlackRock, Inc. | 2.08% | 118,641,849 | $3.3B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.05% | 116,734,695 | $3.3B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 115,287,354 | $3.2B |
| 7 | Fisher Asset Management, LLC | 1.84% | 104,964,427 | $2.9B |
| 8 | BlackRock, Inc. | 1.01% | 57,382,992 | $1.6B |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.91% | 51,890,522 | $1.5B |
| 10 | MORGAN STANLEY | 0.87% | 49,867,522 | $1.4B |
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