Dan Littman
PFIZERAbout Dan R. Littman
Dan R. Littman, MD, PhD, is an independent director of Pfizer, serving since 2018. He is age 72 and a renowned immunologist and molecular biologist; he is the Helen L. and Martin S. Kimmel Professor of Molecular Immunology (Pathology) and Professor of Microbiology at NYU Grossman School of Medicine, and an Investigator of the Howard Hughes Medical Institute since 1987. He previously was Professor of Microbiology & Immunology at the University of California, San Francisco (1985–1995), and is a member of the National Academy of Sciences and the National Academy of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, San Francisco | Professor of Microbiology & Immunology | 1985–1995 | Academic leadership in immunology |
| Howard Hughes Medical Institute | Investigator | 1987–present | Scientific leader; competitive appointment |
| NYU Grossman School of Medicine | Professor (Pathology; Microbiology) | 1995–present | Kimmel Professor of Molecular Immunology; leading immunology research |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| National Academy of Sciences | Member | Scientific society | Recognized scientific distinction |
| National Academy of Medicine | Member | Scientific/medical society | Recognized medical/scientific distinction |
Board Governance
- Committee assignments and chair roles (2024–2025): Member, Governance; Member, Regulatory & Compliance; Member, Science & Technology. He is not a committee chair .
- Independence: The Board determined all directors other than the CEO are independent; Littman is independent. Pfizer reviewed ordinary-course transactions with director-affiliated academic institutions (including Littman’s) and found them below thresholds in its Director Qualification Standards, preserving independence .
- Attendance and engagement: In 2024 the Board met seven times; each director attended at least 75% of total Board and committee meetings; all directors attended the 2024 annual meeting. Committee meeting load in 2024: Governance (5), Regulatory & Compliance (4), Science & Technology (4) .
- Other public company directorships: None (as listed) .
Fixed Compensation (Non-Employee Director, 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $155,000 | Paid quarterly |
| Stock units (annual grant) | $205,000 | Granted as Pfizer stock units; 2024 units determined at $25.26 closing price on 4/25/2024 |
| Committee chair fee | $0 | Not a chair (chair fee is $30,000 if applicable) |
| Lead Independent Director fee | $0 | Not applicable ($50,000 if applicable) |
| All other compensation | $20,000 | Pfizer Foundation matching gifts (cap $20,000/year) |
| Total (2024) | $380,000 | Sum of above |
Program guardrails and policies:
- Aggregate cap: Cash retainer + stock units for directors may not exceed $800,000 per 12-month period under the 2019 Stock Plan .
- Hedging/pledging: Directors are prohibited from hedging and pledging Pfizer stock; none have pledged stock .
- Ownership guideline: Required to own at least 5× annual cash retainer ($775,000) in stock and/or deferred stock units; all directors currently comply (new directors have milestone timelines) .
Performance Compensation
Directors do not receive performance-based bonuses or options; equity is delivered as stock units (or deferred stock units). No performance metrics apply to non-employee director pay. Directors may defer cash retainers and equity; deferred stock units accrue dividend equivalents and are distributed after board service ends in cash or shares at the director’s election .
| Performance Element | Applicable? | Details |
|---|---|---|
| Annual/STI bonus | No | Not part of director program |
| PSU/TSR metrics | No | Director equity is stock units (time/deferred), not performance-conditioned |
| Options/SARs | No | Not used for directors (program specifies stock units) |
| Deferral features | Yes | Cash retainer and equity can be deferred; stock units credited with dividend equivalents; payout post-service in cash or shares |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| None | — | — | No other public company directorships disclosed |
Expertise & Qualifications
- Domain expertise: Medicine & Science; Healthcare & Pharma; Academia; brings broad scientific and medical community perspective (NAS/NAM) .
- Committee fit: Governance (board processes, HCM, responsible business), Regulatory & Compliance (healthcare compliance risk), Science & Technology (R&D pipeline and technology oversight) .
Equity Ownership (as of January 31, 2025)
| Holder | Common Stock | Deferred/Stock Units | Notes |
|---|---|---|---|
| Dan R. Littman, MD, PhD | — | 52,664 | Director stock units under program; individuals beneficially own <1% of outstanding shares |
Ownership alignment and restrictions:
- Ownership guideline: 5× annual cash retainer; directors currently comply .
- Hedging/pledging: Prohibited; none pledged .
Insider Trades (Form 4 since 2023)
| Transaction Date | Filing Date | Type | Security | Units Acquired/(Disposed) | Post-Transaction Units Owned | Source |
|---|---|---|---|---|---|---|
| 2025-04-24 | 2025-04-28 | A (Award) | Phantom Stock Units | 8,999 | 62,509.743 | https://www.sec.gov/Archives/edgar/data/78003/000122520825004457/0001225208-25-004457-index.htm |
| 2024-04-25 | 2024-04-26 | A (Award) | Phantom Stock Units | 8,115.598 | 50,295.479 | https://www.sec.gov/Archives/edgar/data/78003/000122520824005273/0001225208-24-005273-index.htm |
| 2023-04-27 | 2023-04-28 | A (Award) | Phantom Stock Units | 5,291.688 | 40,059.993 | https://www.sec.gov/Archives/edgar/data/78003/000122520823005152/0001225208-23-005152-index.htm |
Notes:
- These awards align with the non-employee director equity program delivered as stock/phantom units; vesting/payment generally deferred until service ends per program election .
Governance Assessment
- Strengths: Deep scientific credentials support Pfizer’s R&D oversight via Science & Technology Committee; service on Regulatory & Compliance complements healthcare compliance risk oversight. Independent status affirmed; committee workload/attendance appears active with at least 75% attendance and multiple committees served .
- Alignment: Pay mix is balanced between cash retainer and stock units; substantial deferred stock units (52,664) and 5× retainer ownership guideline bolster alignment; hedging/pledging ban reduces agency risk .
- Conflicts: Pfizer transacts in the ordinary course with academic institutions employing certain directors (including Littman); transactions were reviewed and deemed below materiality thresholds under Pfizer Standards, preserving independence—monitoring advisable but not a current red flag .
- Red flags: None observed—no pledging, no related-party transactions above thresholds, no low-attendance issues, no option repricings for directors, and compensation within program guardrails .