Proxy Statement SummaryHere are highlights of important information you will fnd in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote. Summary of Shareholder Voting Matters
Our Director NomineesYou are being asked to vote on the election of the following 12 Directors. All Directors are elected annually by the affirmative vote of a majority of votes cast. For detailed information about each Director's background, skill sets and areas of expertise please see "Director Nominees" later in this Proxy Statement. BOARD AND COMMITTEE REFRESHMENT
Board CompositionOur goal is to maintain a diverse Board representing a wide range of experience and perspectives. Below we highlight the composition of our Director nominees. Corporate Governance HighlightsPfizer is committed to exercising and maintaining strong corporate governance practices. We believe that good governance promotes the long-term interests of our shareholders, strengthens Board and management accountability and improves our standing as a trusted member of society. 2016 SHAREHOLDER OUTREACHWe believe that a robust shareholder outreach program is an essential component of maintaining our strong corporate governance practices. In our discussions with investors, we seek their input on a variety of corporate governance topics and other issues that may impact our business or reputation. We strive for a collaborative approach with investors to solicit and understand a variety of perspectives. During 2016, we engaged with over 30 global institutional investors representing nearly 30% of our outstanding shares. Investors' sentiment was generally positive with respect to our leadership, our corporate governance practices, the structure of our executive compensation plan and other issues specific to our industry. This information was summarized and shared with the Board of Directors. In 2016, as a result of investor feedback on the company's lobbying activities and Pfizer's commitment to corporate governance excellence, the Corporate Governance Committee further strengthened its oversight of the company's lobbying activities and amended the Committee's Charter to clarify this responsibility. As a result, the Corporate Governance Committee maintains an informed status on the company's lobbying priorities and activities through semi-annual reports from management. For more information about our 2016 shareholder engagement program and the actions we took in response to shareholder feedback, see "Governance – Shareholder Outreach" and "Corporate Governance Committee Report" later in this Proxy Statement. Executive Compensation HighlightsPfizer's pay-for-performance compensation philosophy is set by the Compensation Committee of the Board. Our goal is to align each executive's compensation with Pfizer's short-term and long-term performance and provide the compensation and incentives needed to attract, motivate and retain key executives crucial to Pfizer's long-term success. To achieve these objectives:
Our Compensation PracticesPfizer continues to implement and maintain leading practices in its compensation program, including:
2016 KEY ELEMENTS OF EXECUTIVE COMPENSATIONDirect compensation for our executives in 2016 consisted of the following key elements:
Element: Annual Salary (Cash) Type/ Description: The fixed amount of compensation for performing day-to-day responsibilities is set based on market data, job scope and responsibilities and experience. Objective: Provides competitive level of fixed compensation Element: Annual Short-Term Incentive Compensation/Global Performance Plan (GPP) (Cash) Type/ Description: Our annual incentive plan pool is funded based on performance against Pfizer's short-term financial goals (revenue, adjusted diluted earnings per share (EPS) and cash flow from operations). Individual awards are based on business unit and individual performance measured over the current year. Objective: Provides short-term incentives tied to corporate performance against three operational metrics and links individual awards to both company and individual performance based on achievement of financial and strategic goals Element: Long-Term Incentive Compensation (100% Performance Based Equity) Type/ Description:
Objective: TSRUs provide direct alignment with shareholders as awards are tied to absolute total shareholder return over a five- or seven-year period PSAs align executive compensation to operational goals through performance against a combination of operating income* over three one-year periods and TSR relative to the NYSE ARCA Pharmaceutical Index (DRG Index) over a three-year performance period * Operating income as the PSA performance measure is based on Pfizer's Non-GAAP Adjusted Operating Income stated at budgeted foreign exchange rates and is further refined to exclude other unbudgeted or non-recurring items. 2016 Named Executive Officer (NEO) Pay MixThe illustration below uses year-end salary and target annual incentive and long-term awards for the active NEOs.2016 NEO PERFORMANCE-YEAR TOTAL DIRECT COMPENSATION (TDC)The Compensation Committee evaluates pay and performance using TDC on a performance year basis for our NEOs rather than using the values shown in the 2016 Summary Compensation Table (SCT). The Committee believes its approach better reflects pay for performance during 2016. The table below provides 2016 performance-year TDC, which is comprised of year-end base salary, 2016 performance year annual incentive awards paid in 2017, and 2017 long-term equity incentive award values, which include the full value of the PSA approved by the Compensation Committee. For additional information, see "Compensation Discussion and Analysis — 2016 NEO Total Direct Compensation (TDC)" later in this Proxy Statement. It is important to note that the performance year compensation information in the table above for Mr. Read and the other NEOs is a tool the Compensation Committee uses to assess compensation and is not intended as a substitute for amounts reflected in the SCT. No guarantee exists that the NEOs will actually receive the full value of the total direct compensation noted above. The actual payout attributable to long-term incentive awards will be based on future performance, stock price and dividends. For additional information about Pfizer, please view our 2016 Financial Report (see "Appendix A") and our 2016 Annual Review at www.pfizer.com/annual. Please note that neither our 2016 Financial Report, nor our 2016 Annual Review is a part of our proxy solicitation materials. |