Chris Boshoff
PFIZERAbout Chris Boshoff
Chris Boshoff, MD, FRCP, FMedSci, Ph.D., is Pfizer’s Chief Scientific Officer and President, Research & Development, effective January 1, 2025, after serving as Chief Oncology Officer and Executive Vice President . In 2024 he led Pfizer Oncology to five regulatory approvals, five pivotal study starts, nine first‑in‑patient milestones, and contributed $11.6B in U.S. Oncology revenue, while overseeing the successful integration of Seagen . Company performance context during his transition: 2024 revenues were $63.6B (7% operational growth; 12% excluding COVID), cost realignment tracking ~$4.5B by end‑2025, and TSR at year‑end 2024 was −5.3% (1‑yr), −48.5% (3‑yr), −11.4% (5‑yr) . Pfizer’s pipeline reported an NME end‑to‑end success rate of 21% vs. industry 8%, with 115 active projects as of Feb 4, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pfizer | Chief Oncology Officer, EVP | Through 2024 | Integrated Seagen; delivered five approvals, five pivotal starts, nine first‑in‑patient milestones; $11.6B U.S. Oncology revenue |
External Roles
- Not disclosed in the proxy. (No external directorships or roles identified for Boshoff.)
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus ($) |
|---|---|---|---|---|
| 2024 | 1,200,000 | 100% | 1,200,000 | 2,880,000 (240% of target) |
| 2025 (effective Apr 1) | 1,400,000 | 100% | 1,400,000 (est.) | — |
- 2025 total direct compensation set at $8,800,000 (salary + target annual incentive + LTI) .
Performance Compensation
Annual Incentive (GPP) – Design, Targets, Results
| Metric | Weighting | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual (for GPP) |
|---|---|---|---|---|---|
| Total Revenue | 40% | $55.7B | $59.7B | $63.7B | $63.7B |
| Adjusted Diluted EPS | 40% | 1.96 | 2.16 | 2.36 | 3.15 |
| Cash Flow from Operations | 20% | $2.6B | $4.0B | $5.4B | $13.0B |
- Non‑financial modifiers: Pipeline (±25pp) and ESG Scorecard (±5pp) .
- Committee funded the company’s short‑term incentive at 195%, a downward adjustment from the 200% formula maximum .
- Boshoff’s actual annual incentive award was $2,880,000 (240% of his $1.2M target) for 2024, reflecting role and individual performance differentiation .
Long‑Term Incentive (LTI) – Structure and Awards
| Component | 2024 Grant Value ($) | Vesting | Settlement | Performance Metric(s) |
|---|---|---|---|---|
| PSAs | 2,249,994 | 3 years | Cash/shares at vest | 3 one‑year Adjusted Net Income goals + 3‑yr relative TSR vs. DRG; cap at target if TSR negative |
| 5‑yr TSRUs | Part of 2,249,857 | 3 years | 5th anniversary; zero value if absolute TSR negative | |
| 7‑yr TSRUs | Part of 2,249,857 | 3 years | 7th anniversary; zero value if absolute TSR negative | |
| Total 2024 LTI | 4,499,851 | — | — | See above |
- 2025 LTI: $6,000,000, allocated 50% PSAs and 50% 5‑year TSRUs; PSAs’ annual operating metric shifts to Adjusted Diluted EPS; GPP metrics change to Revenue (40%), Adjusted Net Income (40%), CFO (20%) .
- July 2024 program modifications: Committee offered eligible employees to extend 2022/2023 5‑yr TSRUs to 7‑yr and extend 2022/2023 PSAs’ performance periods by two years to enhance retention and long‑term alignment; Boshoff did not hold awards eligible for the modification .
2024 Performance Compensation Detail
| Item | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual GPP – Boshoff | 100% target of salary | $1,200,000 | Company financials at/above max on all metrics | $2,880,000; 240% of target | Paid early 2025 |
| PSAs (2024 grant) | 50% of LTI | At target $2,249,994 | Performance over 2024–2026 | 0–200%; capped at target if TSR negative | Vest at 3 years |
| TSRUs (2024 grant) | 50% of LTI | $2,249,857 | Based on absolute TSR | Value only if TSR positive | Vest at 3 years; settle year 5/7 |
Equity Ownership & Alignment
| Item | Amount / Status |
|---|---|
| Common Stock Beneficially Owned | 75,345 shares (includes savings plan/deferred shares) |
| Stock Units | 3,079 RSUs vested Feb 2025 |
| TSRUs Held | 390,331 TSRUs, of which 8,741 settled in Feb 2025 |
| Stock Ownership Guideline | 4x base salary; Boshoff at 3.6x as of 12/31/2024; subject to interim milestones |
| Pledging/Hedging | Pledging prohibited; none of NEOs pledged; hedging prohibited |
Vested vs. unvested detail (selected outstanding awards at 12/31/2024):
| Grant Date | Unvested TSRUs (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 2/24/2022 | 10,222 | 45.96 | 2/24/2029 |
| 2/23/2023 | 17,984 | 42.30 | 2/23/2030 |
| 2/27/2024 | 161,160 | 26.89 | 2/27/2029 |
| 2/27/2024 | 142,400 | 26.89 | 2/27/2031 |
Selected RSUs outstanding:
| Grant Date | RSUs (#) | Market Value ($) |
|---|---|---|
| 1/31/2022 | 65,245 | 1,730,950 |
| 2/24/2022 | 1,098 | 29,130 |
Employment Terms
- Severance formula: greater of one year’s pay (base + target bonus) or 13 weeks’ pay plus 3 weeks per full year of service (max 104 weeks); Boshoff’s estimated severance: $2,400,000; Other benefits include 24 months medical/dental/life at active rates .
- Change‑in‑control (double trigger): if terminated other than for Cause within 24 months after a change in control, unvested TSRUs/PSAs/RSUs continue to vest and settle per original schedule; death vests and settles .
- Retirement eligibility at 12/31/2024: Boshoff eligible; long‑term incentive awards value of $786,243 at that date under retirement treatment; plus $60,654 current value of vested but unsettled TSRUs (as of 12/31/2024) .
- Retention awards: January 2022 and December 2023 RSUs are prorated upon termination without cause .
- Non‑compete: new non‑compete agreements implemented for senior management (including NEOs) effective 2025 to protect proprietary information/trade secrets .
- Clawbacks: program includes compensation recovery/recoupment provisions; annual risk assessment affirms no material adverse risk from compensation programs .
- Perquisites (2024): Aircraft $91,775; Financial counseling $7,700; Other $366,355, including $366,155 relocation benefits with $13,091 tax gross‑up; Savings Plan $15,146; Supplemental Savings Plan $146,854; Total $627,830 .
Compensation Structure Analysis
- Mix and pay‑for‑performance: Boshoff’s 2024 target pay is heavily equity‑based (PSAs/TSRUs) aligned to adjusted NI, relative TSR and absolute TSR; 2024 LTI $4.5M, 2025 LTI $6.0M with PSAs at Adjusted Diluted EPS and 5‑yr TSRUs .
- Program modifications (retention): 2022/2023 TSRUs and PSAs offered two‑year extensions to restore retentive value following stock price decline post‑COVID; Boshoff’s holdings were not eligible for modification .
- Ownership alignment: 4x salary guideline; Boshoff at 3.6x and restricted from selling until interim milestones are met; pledging/hedging prohibited .
- Non‑financial modifiers: Pipeline and ESG can adjust GPP funding by up to ±30pp, reinforcing long‑term value creation behaviors .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support: 91.4% (2024) and 92.8% (2023), with 10‑yr average ~93.5%; ongoing investor outreach informs program design and disclosures .
Investment Implications
- Alignment and upside linkage: High equity mix tied to Adjusted NI, relative and absolute TSR creates strong alignment with shareholders; 2025 shift to Adjusted Diluted EPS in PSAs could tighten near‑term financial accountability .
- Retention risk: Boshoff is retirement‑eligible, and awards continue vesting post‑retirement per plan—reducing forced retention but also limiting near‑term selling due to ownership guidelines and continued vesting schedules (notably 2024 TSRUs vesting in 2027 and settling in 2029/2031) .
- Insider selling pressure: Ownership guidelines (3.6x vs. 4x requirement) and prohibition on pledging/hedging constrain discretionary selling; large unvested TSRUs and RSUs stagger settlement, moderating potential near‑term supply .
- Governance signals: Introduction of non‑compete agreements (2025) and robust clawbacks mitigate risk; relocation gross‑up ($13,091) is a minor shareholder‑unfriendly element but not pervasive; program adjustments in 2024 aimed at retention across ~9,000 employees acknowledge stock‑price headwinds while maintaining pay‑for‑performance caps .