Albert Bourla
PFIZERAbout Albert Bourla
Albert Bourla, DVM, Ph.D., is Pfizer’s Chairman (since Jan 2020) and CEO (since Jan 2019), age 63, and has over 30 years at Pfizer across commercial and R&D leadership roles; he joined in 1993 and holds a Doctor of Veterinary Medicine and a Ph.D. in the Biotechnology of Reproduction from Aristotle University . Under his leadership in 2024, Pfizer delivered GAAP revenues of $63.6B (vs. $59.6B in 2023) and non-GAAP adjusted diluted EPS for annual incentive purposes of $3.15 (vs. $1.95 in 2023), with GPP financial goals at or above maximum and pool funding set at 195% after a downward committee adjustment . Pay is tightly linked to operating results (Revenue, Adjusted Diluted EPS, Cash from Operations) and multi-year TSR, via annual bonus and PSAs/TSRUs; PSAs include a relative TSR modifier vs. the NYSE Arca Pharma Index with a +/-25pp cap and are capped at target if three-year TSR is negative .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pfizer | Chairman of the Board | Jan 2020–present | Board re-affirmed combined Chair/CEO after 2024 review; independent Lead Director (Shantanu Narayen) provides robust oversight and executive sessions at every Board meeting . |
| Pfizer | Chief Executive Officer | Jan 2019–present | Led Seagen integration, cost realignment (~$4B net savings in 2024), and focus on oncology leadership and pipeline productivity . |
| Pfizer | Chief Operating Officer | Jan 2018–Dec 2018 | Oversaw global operations ahead of CEO transition . |
| Pfizer | Group President, Pfizer Innovative Health | Jun 2016–Dec 2017 | Drove commercial strategy across key franchises . |
| Pfizer | Group President, Global Innovative Pharma Business | Feb 2016–Jun 2016 | Responsibility for Vaccines, Oncology, Consumer Healthcare . |
| Pfizer | President & GM, Established Products Business Unit | 2010–2013 | Managed mature portfolio globally . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PhRMA | Chair of the Board | Current (per 2025 Proxy) | Industry policy influence and advocacy . |
| The Pfizer Foundation | Chair of the Board | Current | Corporate philanthropy and access initiatives . |
| Partnership for New York City | Co‑Chair | Current | Regional economic development engagement . |
| Catalyst | Board Member | Current | Diversity and inclusion advocacy . |
Fixed Compensation
Multi-year summary compensation for Dr. Bourla (SCT basis):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,737,500 | 1,787,500 | 1,800,000 |
| Non-Equity Incentive ($) | 7,650,000 | 0 | 7,020,000 |
| Stock Awards ($) | 9,296,191 | 8,745,187 | 4,838,694 |
| Option Awards ($) (TSRUs, GAAP fair value) | 9,526,444 | 8,761,683 | 9,993,969 |
| All Other Compensation ($) | 2,333,571 | 2,259,254 | 996,064 |
| Total ($) | 33,017,453 | 21,562,064 | 24,648,727 |
2025 actions: Committee approved April 1, 2025 salary of $1,800,000 and target annual incentive at 200% of salary; 2025 target LTI value $18,000,000 (50% 5‑year TSRUs, 50% PSAs), for $23.4M target total direct compensation .
Perquisites and other 2024 components (selected): aircraft $56,253; car usage $20,276; financial counseling $15,000; security $661,133; employer contributions (Savings and Supplemental Savings Plans) $243,000; total “All Other Compensation”: $996,064 .
Performance Compensation
Annual incentive (GPP) design and 2024 outcomes:
- Metrics and weights: Total Revenue 40%; Adjusted Diluted EPS 40%; Cash Flow from Operations 20%; modifiers up to +/-25pp pipeline and +/-5pp ESG .
- 2024 results (for GPP purposes): Revenue $63.7B; Adjusted Diluted EPS $3.15; Cash from Operations $13.0B; plan funded at 195% after qualitative downward adjustment from 200% .
- CEO target and payout: Salary $1.8M; Target 200% ($3.6M); Max 250% ($9.0M); Actual $7,020,000 .
| Annual Incentive Metrics (2024) | Weight | Threshold | Target | Maximum | Result |
|---|---|---|---|---|---|
| Total Revenue ($B) | 40% | 55.7 | 59.7 | 63.7 | 63.7 |
| Adjusted Diluted EPS ($) | 40% | 1.96 | 2.16 | 2.36 | 3.15 |
| Cash Flow from Operations ($B) | 20% | 2.6 | 4.0 | 5.4 | 13.0 |
| Pipeline modifier | +/-25pp | — | — | — | +10pp (above target) |
| ESG scorecard | +/-5pp | — | — | — | 0pp (neutral) |
| Final plan funding | — | — | — | Cap 200% | 195% |
Long-term incentives (structure and 2024 grants):
- Mix: 50% PSAs (operating metric + relative TSR modifier), 25% 5‑yr TSRUs, 25% 7‑yr TSRUs (shifted to 50% PSAs/50% 5‑yr TSRUs for 2025) .
- PSAs: three-year performance; one-year operating goals (2024 used Adjusted Net Income), relative TSR vs. DRG Index with +/-25pp cap; payouts capped at target if three-year TSR is negative .
- 2024 grant values (full grant-date fair value): PSAs at target $9,000,002; TSRUs $8,999,427; total LTI $17,999,429 .
- Award modifications (Sept 2024): 2022/2023 TSRUs and PSAs extended by two years to bolster retention; TSRUs vest in 5th year (from 3rd) and settle in 2029/2030; PSAs vest/settle 2027/2028 with performance based on last three years; no incremental accounting cost for modified PSAs .
| 2024 LTI Components (CEO) | Design | Weight | Vesting/Settlement | 2024 grant value ($) |
|---|---|---|---|---|
| PSAs (at target) | Adj. NI (2024) + relative TSR vs DRG (+/-25pp cap; cap at target if negative TSR) | 50% | 3-year performance; settle at 3-year mark (modified 2022/2023 settle in 2027/2028) | 9,000,002 |
| 5‑yr TSRUs | Absolute TSR; dividend equivalents; no value if negative TSR | 25% | Vest ~3 years; settle at 5-year anniversary | 8,999,427 (aggregate TSRUs) |
| 7‑yr TSRUs (2024 mix) | Absolute TSR | 25% | Vest ~3 years; settle at 7-year anniversary | Included above |
2025 program changes: GPP to 40% Revenue/40% Adjusted Net Income/20% CFFO; PSAs to use annual Adjusted Diluted EPS; LTI mix 50% PSAs and 50% 5‑yr TSRUs .
Equity Ownership & Alignment
- Beneficial ownership (Jan 31, 2025): 337,340 common shares; 1,070,737 stock units (includes PSSP/DCP units settled in cash after separation). TSRUs outstanding: 5,318,923, with 821,222 settled in Feb 2025 .
- Ownership guidelines: CEO must hold 8x salary; Bourla at 19.5x as of 12/31/2024 . Pledging prohibited; none pledged .
- Realized pay context: CEO realized pay vs SCT/CAP shows sensitivity to stock performance; 2023 CAP negative due to stock price decline .
| Ownership and Guideline | Value |
|---|---|
| Common shares owned | 337,340 |
| Stock units (incl. deferred) | 1,070,737 |
| TSRUs outstanding | 5,318,923 (821,222 settled Feb 2025) |
| Ownership multiple (12/31/2024) | 19.5x salary |
| Pledging/Hedging | Prohibited; none pledged |
| Group ownership % | Directors and executive officers as a group: <1% of shares outstanding |
Major outstanding equity awards at 12/31/2024 (selected TSRU tranches and PSAs):
| Grant/Performance Period | TSRUs Vested (#) | TSRUs Unvested (#) | Exercise Price ($) | Expiration | Unearned PSAs/Units (#) | Market/Pay Value ($) |
|---|---|---|---|---|---|---|
| 2/22/2018 TSRUs | 238,399 | — | 30.17 | 2/22/2025 | — | — |
| 2/28/2019 TSRUs | 320,231 | — | 38.71 | 2/28/2026 | — | — |
| 2/27/2020 TSRUs | 582,823 | — | 31.31 | 2/27/2025 | — | — |
| 2/27/2020 TSRUs | 499,353 | — | 31.31 | 2/27/2027 | — | — |
| 2/25/2021 TSRUs | 491,626 | — | 33.82 | 2/25/2026 | — | — |
| 2/25/2021 TSRUs | 424,782 | — | 33.82 | 2/25/2028 | — | — |
| 2/24/2022 TSRUs (modified) | — | 412,081 | 45.96 | 2/24/2029 | — | — |
| 2/24/2022 TSRUs | — | 362,427 | 45.96 | 2/24/2029 | — | — |
| 2/23/2023 TSRUs (modified) | — | 413,280 | 42.30 | 2/23/2030 | — | — |
| 2/23/2023 TSRUs | — | 359,681 | 42.30 | 2/23/2030 | — | — |
| 2/27/2024 TSRUs | — | 644,640 | 26.89 | 2/27/2029 | — | — |
| 2/27/2024 TSRUs | — | 569,600 | 26.89 | 2/27/2031 | — | — |
| 2022 PSAs (modified) 1/1/2022–12/31/2026 | — | — | — | — | 205,133 | 5,442,178 |
| 2023 PSAs (modified) 1/1/2023–12/31/2027 | — | — | — | — | 210,773 | 5,591,808 |
| 2024 PSAs 1/1/2024–12/31/2026 | — | — | — | — | 334,697 | 8,879,511 |
Insider selling pressure signals:
- 2025 settlements/expirations: 2018 and one 2020 TSRU tranches reach settlement/expiration in 2025; 821,222 TSRUs settled in Feb 2025, potentially increasing share supply as awards convert to shares upon positive intrinsic value .
Employment Terms
- Severance plan: Cash severance equals the greater of 1x pay (salary + target bonus) or 13 weeks + 3 weeks per full year of service (max 104 weeks); company policy caps cash severance at 2.99x salary + target bonus without shareholder approval; no enhanced severance upon change-in-control; benefits include up to 24 months of medical/dental/life at employee rates and outplacement .
- Estimated termination benefits for Bourla (12/31/2024, illustrative):
- Termination without cause: Severance $10,800,000; Other $61,950; LTI payout $11,496,828; Total $22,358,778 .
- Termination on change in control: LTI payout $21,006,314; Total (with severance/other) $31,868,264 .
- Death: LTI $32,982,871; Disability: LTI $21,006,314 .
- Clawbacks: Updated in Oct 2023 to comply with SEC/NYSE; additional robust recovery for competitive harm, policy violations, and restatements; RCC may recommend reductions/recoupment after significant compliance events .
- Non-compete and policies: Implemented non‑compete for senior management in 2025; hedging/short sales/derivatives prohibited; pledging prohibited .
- Pension/Deferred: Plans frozen in 2017; in 2022, Bourla elected a notional transfer of $12,500,004 (net of taxes) from Supplemental Pension to the Supplemental Savings Plan; DCP available for deferrals; savings plan employer contributions up to 4.5% match plus 5–9% retirement savings contribution based on age/tenure .
Board Governance and Service
- Board service: Director since 2018; not independent (as CEO/Chair); no Board committee memberships listed for Bourla .
- Dual‑role controls: Independent Directors annually review leadership structure; in Dec 2024 they reaffirmed combined Chair/CEO and re‑elected Shantanu Narayen as Lead Independent Director; independent Directors hold executive sessions at every Board meeting .
- Attendance: In 2024, the Board met 7 times; each Director attended 75% or more of Board and committee meetings; all Directors attended the 2024 Annual Meeting .
Compensation Committee & Peer Benchmarking
- Committee: James C. Smith (Chair), Ronald E. Blaylock, James Quincey, Cyrus Taraporevala—all independent; Meridian Compensation Partners is the independent advisor; 2024 fees $368,775 .
- Say‑on‑pay: Average support ~93.5% over 10 years; 2024 support 91.4%; 2023 support 92.8% .
- Peer groups (2024): Pharma peers include AbbVie, Amgen, AstraZeneca, BMS, Lilly, Gilead, GSK, J&J, Merck, Novartis, Roche, Sanofi; General industry comparators include 3M, Abbott, Boeing, Caterpillar, Chevron, Coca‑Cola, Comcast, ConocoPhillips, Exxon, Honeywell, IBM, Lockheed, Mondelez, PepsiCo, P&G, RTX, UnitedHealth, UPS, Verizon . 2025 comparator updates: removed Exxon Mobil and UnitedHealth; added Danaher, Medtronic, Thermo Fisher .
- Target positioning: Market median (50th percentile) of peer/comparator groups guides salary, bonus target, and LTI target levels .
Investment Implications
- Alignment: High at‑risk mix (100% performance‑based LTI) tied to operating metrics and TSR; CEO well above ownership guideline (19.5x salary) and pledging prohibited—strong shareholder alignment .
- Retention risk and catalysts: 2022/2023 LTI award modifications extended vesting/performance by two years, enhancing retention for ~9,000 employees, including CEO; could defer realizable value and reduce near-term turnover risk . 2025 shift to 50/50 PSAs/5‑yr TSRUs increases sensitivity to both EPS delivery and absolute TSR .
- Potential selling pressure: Large TSRU settlements/expirations in 2025 (821,222 TSRUs settled in Feb 2025; additional 2018/2020 tranches reach settlement/expiration in 2025) may add supply when in‑the‑money, though settlement converts value to shares at average prices and actual sales depend on individual decisions .
- Downside protections/risks: No single‑trigger CIC payments, no repricing, no excise tax gross‑ups, and robust clawbacks mitigate governance risk; however, 2024 LTI modifications could be viewed as pay design accommodation if performance lags, partially offset by extended vesting/performance periods and no incremental PSA accounting cost . Strong say‑on‑pay outcomes (>90%) indicate broad investor support for current design .