Director Since: 2006
Age: 71
Director Since: 2017
Age: 57
Director Since: 1997
Age: 69
Director Since: 2015
Age: 60
Director Since: 2009
Age: 72
Board Committees:
Corporate Governance Committee
Regulatory & Compliance Committee (Chair) Science & Technology Committee Director Since: 2011
Age: 64
Key Skills:
Board Committees:
Corporate Governance Committee
Regulatory & Compliance Committee Science & Technology Committee (Chair) Director Since: 2007
Age: 69
Director Since: 2013
Age: 53
Director Since: 2007
Age: 59
Key Skills:
Board Committees:
Audit Committee
(Chair)
Regulatory & Compliance Committee Science & Technology Committee Director Since: 2010
Age: 63
Key Skills:
Board Committees:
Director Since: 2009
Age: 71
Board Committees:
Audit Committee
Corporate Governance Committee (Chair) Science & Technology Committee Director Since: 2014
Age: 57
BOARD COMPOSITION
KEY SKILLS AND EXPERIENCE:
Dennis A. Ausiello, M.D. Lead Independent Director Director Since: 2006
Age: 71
Board Committees:
Other Current Public Boards:
Alnylam Pharmaceuticals, Inc. and Seres Therapeutics, Inc. Dennis A. Ausiello, M.D. Director, Center for Assessment Technology and Continuous Health (CATCH). Physician-in-Chief, Emeritus at Massachusetts General Hospital and Chief of Medicine at Massachusetts General Hospital from 1996 until April 2013. Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School. President of the Association of American Physicians in 2006. Member of the National Academy of Medicine and a Fellow of the American Academy of Arts and Sciences. Director of Alnylam Pharmaceuticals, Inc., Seres Therapeutics, Inc. and TARIS BioMedical LLC. KEY SKILLS & EXPERIENCE:
Medicine & Science/Healthcare & Pharma/Academia:
Business Leadership & Operations: Ronald E. Blaylock Director Since: 2017
Age: 57
Board Committees:
Other Current Public Boards:
CarMax, Inc., Radio One, Inc. and W.R. Berkley, Inc. Ronald E. Blaylock Founder, Managing Partner of GenNx360 Capital Partners, a private equity firm focused on investing in industrial and business services companies in the U.S. middle market, since 2006. Prior to launching GenNx360 Capital Partners, Mr. Blaylock founded and managed Blaylock & Company, an investment banking firm. Also held senior management positions at UBS, PaineWebber Group and Citicorp. Director of CarMax, Inc., Radio One, Inc. and W.R. Berkley, Inc., an insurance holding company. Director of Syncreon U.S., a for-profit private company. Member of the Board of Trustees of Carnegie Hall. Member of the Board of Overseers of New York University Stern School of Business. Member of the Board of Trustees of Prep for Prep, a not-for-profit organization. KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/Risk
Management:
Finance & Accounting: W. Don Cornwell Director Since: 1997
Age: 69
Board Committees:
Other Current Public Boards:
American International Group, Inc. and Avon Products, Inc. W. Don Cornwell Chairman of the Board and Chief Executive Officer of Granite Broadcasting Corporation (Granite) from 1988 until his retirement in August 2009, and served as Vice Chairman of the Board until December 2009. Director of American International Group, Inc. and Avon Products, Inc. Director of the Edna McConnell Clark Foundation. Director of the Wallace Foundation from 2002 until 2012 and previously served as a Director of CVS Caremark (including two years as Chair of its Compensation Committee) for over 10 years. Trustee of Big Brothers Big Sisters of New York City. KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/Talent
Management/Risk Management:
Finance & Accounting: Joseph J. Echevarria Director Since: 2015
Age: 60
Key Skills:
Board Committees:
Other Current Public Boards:
The Bank of New York Mellon Corporation, Unum Group and Xerox Corporation Joseph J. Echevarria Chief Executive Officer of Deloitte LLP (Deloitte), a global provider of professional services, from 2011 until his retirement in 2014. During his 36-year tenure with Deloitte, served in various leadership roles, including Deputy Managing Partner, Southeast Region Audit Managing Partner and U.S. Managing Partner and Chief Operating Officer. Director of The Bank of New York Mellon Corporation, Unum Group, a provider of financial protection benefits, and Xerox Corporation. Member of the President's Export Council and former member of the Presidential Commission on Election Administration. Chair Emeritus of My Brother's Keeper Alliance. Member of the Board of Trustees of the University of Miami. KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/International Business/Risk Management:
Finance & Accounting:
Government & Public Policy: Frances D. Fergusson, Ph.D. Director Since: 2009
Age: 72
Board Committees:
Other Current Public Boards:
Mattel, Inc. Frances D. Fergusson, Ph.D. President Emeritus of Vassar College since 2006 and President from 1986 to 2006. Served on the Mayo Clinic Board for 14 years, the last four years as its Chairman, and as President of the Board of Overseers of Harvard University from 2007 through 2008. Director of Wyeth from 2005 until 2009. Director of Mattel, Inc. A Trustee of the J. Paul Getty Trust (executive committee), Director of the Second Stage Theatre, and Vice Chair of the Board of The John and Mable Ringling Museum of Art Foundation, Inc. KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/Academia:
Healthcare & Pharma:
Risk Management: Helen H. Hobbs, M.D. Director Since: 2011
Age: 64
Key Skills:
Board Committees:
Other Current Public Boards:
None Helen H. Hobbs, M.D. Investigator, the Howard Hughes Medical Institute since 2002, Professor of Internal Medicine and Molecular Genetics and Director of the McDermott Center for Human Growth and Development at the University of Texas Southwestern Medical Center. Member of the American Society for Clinical Investigation and the Association of American Physicians. Elected to the National Academy of Medicine in 2004, the American Academy of Arts and Sciences in 2006, and the National Academy of Sciences in 2007. Received both the Clinical Research Prize (2005) and Distinguished Scientist Award (2007) from the American Heart Association. In 2012, received the inaugural International Society of Atherosclerosis Prize and in 2015, received both the Pearl Meister Greengard Award and the Breakthrough Prize in Life Sciences. In 2016, received the Passano Award and the Gill Award. KEY SKILLS & EXPERIENCE:
Academia/Medicine & Science/Healthcare &
Pharma: James M. Kilts Director Since: 2007
Age: 69
Board Committees:
Other Current Public Boards:
Conyers Park Acquisition Corporation, MetLife, Inc., Nielsen Holdings PLC and Unifi, Inc. James M. Kilts Founding Partner, Centerview Capital, a private equity firm, since 2006. Vice Chairman, The Procter & Gamble Company (Procter & Gamble), from 2005 to 2006. Chairman and Chief Executive Officer, The Gillette Company (Gillette), from 2001 to 2005 and President, Gillette, from 2003 to 2005. President and Chief Executive Officer, Nabisco Group Holdings Corporation (Nabisco), from 1998 until its acquisition in 2000. Non-Executive Director of the Board of Nielsen Holdings PLC (Nielsen Holdings), Chairman of the Board of Nielsen Holdings (from January 2011 until December 2013) and Chairman of the Nielsen Company B.V. (from 2009 until 2014). Executive Chairman of the Board of Conyers Park Acquisition Corporation (a special purpose acquisition company and an affiliate of Centerview Capital). Director of MetLife, Inc. and Unifi, Inc. (a textile manufacturing company). Chairman of Big Heart Pet Brands until March 2015 and Director of Meadwestvaco Corporation until April 2014. Life Trustee of Knox College and Trustee of the University of Chicago, a member of the Board of Overseers of Weill Cornell Medicine, and Founder and Co-Chair, Steering Committee, of the Kilts Center for Marketing at the University of Chicago Booth School of Business. KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/International Business:
Healthcare & Pharma: Shantanu Narayen Director Since: 2013
Age: 53
Key Skills:
Board Committees:
Other Current Public Boards:
Adobe Systems Incorporated Shantanu Narayen President and Chief Executive Officer and Director (Chairman since February 2017) of Adobe Systems Incorporated (Adobe), a producer of creative and digital marketing software. Prior to his appointment as CEO in December 2007, held various leadership roles at Adobe, including President and Chief Operating Officer, Executive Vice President of Worldwide Products, and Senior Vice President of Worldwide Product Development. Director of Dell Inc. from 2009 until October 2013 and Director of Metavante Technologies Inc. from 2007 until 2009. President of the Board of Adobe Foundation, which funds philanthropic initiatives around the world. KEY SKILLS & EXPERIENCE:
Business Leadership &
Operations/International Business/Finance &
Accounting/Talent Management:
Technology/Risk Management: Suzanne Nora Johnson Director Since: 2007
Age: 59
Key Skills:
Board Committees:
Other Current Public Boards:
American International Group, Inc., Intuit Inc. and Visa Inc. Suzanne Nora Johnson Retired Vice Chairman, Goldman Sachs Group, Inc. (Goldman Sachs), since 2007. During her 21-year tenure with Goldman Sachs, served in various leadership roles, including Chair of the Global Markets Institute, Head of Global Research, and Head of Global Health Care. Director of American International Group, Inc., Intuit Inc. and Visa Inc. Vice Chair, Board of Trustees of The Brookings Institution; Co-Chair of the Board of Trustees of the Carnegie Institution of Washington; and Co-Chair of the Board of Trustees of the University of Southern California; and member of the Global Agenda Council on the Future of Financial and Monetary Systems for the World Economic Forum. KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/Risk
Management/International Business:
Finance & Accounting:
Healthcare & Pharma: Ian C. Read Director Since: 2010
Age: 63
Key Skills:
Board Committees:
Other Current Public Boards:
Kimberly-Clark Corporation Ian C. Read Chairman of the Board and Chief Executive Officer of Pfizer since December 2011. President and Chief Executive Officer from December 2010. Previously, he served as Senior Vice President and Group President of the Worldwide Biopharmaceutical Businesses, which he led from 2006 through December 2010. In that role, he oversaw five global business units—Primary Care, Specialty Care, Oncology, Established Products and Emerging Markets. Mr. Read began his career with Pfizer in 1978 as an operational auditor. He worked in Latin America through 1995, holding positions including Chief Financial Officer, Pfizer Mexico, and Country Manager, Pfizer Brazil. In 1996, he was appointed President of Pfizer's International Pharmaceuticals Group, with responsibility for Latin America and Canada. He became Executive Vice President, Europe, in 2000, was named a Corporate Vice President in 2001, and assumed responsibility for Canada, in addition to Europe, in 2002. Mr. Read later became accountable for operations in both the Africa/Middle East region and Latin America as well. Director of Kimberly-Clark Corporation. Mr. Read also serves on the Boards of Pharmaceutical Research and Manufacturers of America (PhRMA), International Federation of Pharmaceutical Manufacturers & Associations (IFPMA) and the Partnership of New York City. KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/International Business/Healthcare &
Pharma/Finance & Accounting/Government &
Public Policy/Talent Management/Risk Management: Stephen W. Sanger Director Since: 2009
Age: 71
Board Committees:
Other Current Public Boards:
Wells Fargo & Company Stephen W. Sanger Chairman of General Mills, Inc. (General Mills), a packaged food producer and distributor, from 1995 until his retirement in 2008 and its Chief Executive Officer from 1995 to 2007. Former Chairman of the Grocery Manufacturers of America. Recipient of the Woodrow Wilson Award for Public Service in 2009. Chaired the Fiscal Policy Committee of the Business Roundtable and served as a director of Catalyst. Director of Wells Fargo & Company (Chairman since October 2016). Director of Target Corporation from 1996 until 2013. KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/Talent
Management/Finance & Accounting/Risk
Management: James C. Smith Director Since: 2014
Age: 57
Key Skills:
Board Committees:
Other Current Public Boards:
Thomson Reuters Corporation James C. Smith President and Chief Executive Officer and Director of Thomson Reuters Corporation, a provider of intelligent information for businesses and professionals, since January 2012 and its Chief Operating Officer from September 2011 to December 2011 and Chief Executive Officer, Thomson Reuters Professional Division, from 2008 to 2011. Prior to the acquisition of Reuters Group PLC by The Thomson Corporation (Thomson) in 2008, served as Chief Operating Officer of Thomson and as President and Chief Executive Officer of Thomson Learning's Academic and Reference Group. Member of the International Business Council of the World Economic Forum, the International Advisory Boards of British American Business and the Atlantic Council. KEY SKILLS & EXPERIENCE:
Business Leadership & Operations/Finance & Accounting/Talent
Management/International Business: Audit Committee Meetings held in 2016:
14
Audit Committee The Audit Committee is primarily responsible for:
The Audit Committee also is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm. The Audit Committee also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by Pfizer regarding its accounting, internal controls and auditing matters. Further details of the role of the Audit Committee, as well as the Audit Committee Report, may be found in "Item 2— Ratification of Selection of Independent Registered Public Accounting Firm" on page 40. The Audit Committee Charter is available on our website at
Compensation Committee Meetings held in 2016:
9
Compensation Committee The Compensation Committee reviews and approves the company's overall compensation philosophy and oversees the administration of Pfizer's executive compensation and benefit programs, policies and practices. Its responsibilities also include:
Each Committee member is a "non-employee director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934 and an "outside director" as defined in Section 162(m) of the Internal Revenue Code. The Compensation Committee has the authority to delegate any of its responsibilities to another committee, officer and/or subcommittees, as the Committee may deem appropriate in its sole discretion, subject to applicable law, rules, regulations and New York Stock Exchange (NYSE) listing standards. The Compensation Committee Charter is available on our website at Compensation Committee Interlocks and Insider Participation. During 2016 and as of the date of this Proxy Statement, none of the members of the Compensation Committee was or is an officer or employee of Pfizer, and no executive officer of the company served or serves on the compensation committee or board of any company that employed or employs any member of Pfizer's Compensation Committee or Board of Directors.
Corporate Governance Committee Meetings held in 2016:
5
Corporate Governance Committee The Corporate Governance Committee oversees the practices, policies and procedures of the Board and its committees. Responsibilities include:
The Committee advises on the structure of Board meetings, recommends matters for consideration by the Board and also reviews, advises on and recommends Director compensation, which is approved by the full Board. The Committee is directly responsible for:
The Committee also maintains an informed status on: (i) company issues related to public policy, including political spending policies and practices and (ii) company issues related to corporate social responsibility, sustainability and philanthropy. The Corporate Governance Committee Charter is available on our website at
Regulatory & Compliance Committee Meetings held in 2016:
4
Regulatory & Compliance Committee The Regulatory and Compliance Committee's primary responsibilities include:
The Committee, in consultation with the Compensation Committee, also makes recommendations regarding the extent to which, if any, incentive-based compensation of any executive, senior manager, compliance personnel and/or attorney involved in any significant misconduct resulting in certain government or regulatory action, or other person with direct supervision over such employee, should be reduced, cancelled or recovered. The Regulatory and Compliance Committee Charter is available on our website at
Science & Technology Committee Meetings held in 2016:
3
Science & Technology Committee The Science and Technology Committee is responsible for periodically examining management's strategic direction of and investment in the company's biopharmaceutical R&D and technology initiatives. Responsibilities include:
The Committee also identifies emerging issues, assesses the performance of R&D leaders, and evaluates the sufficiency of review by external scientific experts. The Science and Technology Committee Charter is available on our website at
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