David Denton
PFIZERAbout David Denton
David M. Denton is Chief Financial Officer and Executive Vice President of Pfizer, appointed effective May 2, 2022 after serving as CFO at Lowe’s and CVS Health; he holds a BS in Business Administration (Kansas State University) and an MBA (Wake Forest University), and serves on the board of Tapestry, Inc. . At appointment, he was age 56 (as disclosed) and oversees all corporate finance functions; 2024 operating results used for incentives included non-GAAP total revenue of $63.7B, non-GAAP adjusted diluted EPS of $3.15, and cash flow from operations of $13.0B, with company TSR underperforming the DRG index in 2023–2024 per pay-versus-performance analysis . 2024 CFO achievements cited in the proxy: met revenue targets, surpassed adjusted EPS guidance, delivered $4B net cost savings, generated ~$12.7B operating cash flow, reinvested $10.8B in R&D, paid ~$9.5B in dividends, and monetized $7B of Haleon stake .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. | EVP & CFO | 2018–2022 | Led corporate finance; transitioned to Pfizer CFO in 2022 . |
| CVS Health | EVP & CFO | 2010–2018 | Led financial planning/management; structured and negotiated financing for CVS’s acquisition of Aetna; led Caremark integration . |
| CVS Corporation/PharmaCare | SVP & Controller/Chief Accounting Officer; CFO & Controller (PharmaCare) | 1999–2010 | Held roles of increasing responsibility in finance and accounting across CVS and PBM subsidiary . |
| Deloitte Touche Tohmatsu | Management consulting | — | Early-career consulting experience before CVS . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Tapestry, Inc. | Director | Current (as disclosed) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 833,333 | 1,296,875 | 1,346,925 |
| Target Bonus (% of Salary) | 100% | — | 100% |
| Actual Annual Incentive Paid ($) | 1,838,355 | 0 | 2,963,400 |
| One-time Sign-on Cash Bonus ($) | 5,000,000 | — | — |
Performance Compensation
Annual Incentive Plan Metrics (GPP) – 2024
| Metric | Weight | Threshold | Target | Maximum | Actual (for Annual Incentive Purposes) |
|---|---|---|---|---|---|
| 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 | $13.0B |
- Committee funded the 2024 short‑term incentive pool at 195% (down from the formulaic 200%) after considering non‑financial goals and qualitative factors; individual NEO awards reflected unit/function and personal performance .
Long-Term Incentives (Equity) – 2024 Grants
| Award Type | Committee Approved Date | Grant Date | Units/Target | Base/Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 5‑Year TSRUs (annual grant) | 2/21/2024 | 2/27/2024 | 161,160 | $26.89 | 1,124,897 |
| 7‑Year TSRUs (annual grant) | 2/21/2024 | 2/27/2024 | 142,400 | $26.89 | 1,124,960 |
| PSAs (target shares for performance tranche reporting) | 2/21/2024 | 2/27/2024 | 42,031 | — | 1,130,214 |
| Modified 2022 TSRUs (incremental value) | — | 9/12/2024 | 80,703 | — | 74,247 |
| Modified 2023 TSRUs (incremental value) | — | 9/12/2024 | 103,320 | — | 122,951 |
- Annual LTI grant value (committee perspective): TSRUs (25%+25%) $1.125M each; PSAs (50%) $2.25M; total $4.5M .
- TSRU Monte Carlo values: $6.98 (5‑year) and $7.90 (7‑year); 2024 Option Awards total (annual TSRUs + incremental modification) $2,447,055 .
- LTI design: PSAs measured on three one‑year adjusted net income goals and relative TSR vs DRG index with ±25pp modifier and 200% cap, capped at target if TSR is negative; TSRUs settle as stock‑settled appreciation units based on absolute TSR with dividend equivalents; 2024 modifications extended certain 2022/2023 awards by two years to bolster retention and alignment .
Vesting Schedules and Retention Modifications
- 2024 tender offer allowed election to extend 2022/2023 5‑year TSRUs to 7 years (settling Feb 2029/2030; vesting extended from 3 to 5 years) and to extend 2022/2023 PSAs to vest/settle in 2027/2028 with performance measured over the final three years; payouts capped if TSR is negative .
- Denton’s 2022 “make‑whole” RSUs vested 50% on each of the first and second anniversary; 2024 settlement of remaining 50% occurred on May 31, 2024 at $28.66 per share, realizing $962,443 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common stock beneficially owned (Jan 31, 2025) | 37,919 shares |
| TSRUs outstanding (not counted in common stock) | 647,816 units |
| Stock ownership guideline | 4x base salary for NEOs |
| Compliance status at 12/31/2024 | 0.74x multiple; subject to interim milestones; prohibited from selling until interim guidelines met |
| Pledging/Hedging | Pledging of Pfizer stock prohibited; none pledged |
| 2024 RSUs/units vested and realized | 33,581 RSUs vested; value realized $962,443 |
Employment Terms
| Term | Details |
|---|---|
| Effective start date | May 2, 2022 |
| Hire base salary | $1,250,000 |
| Hire target annual cash incentive | 100% of salary (pro‑rated for 2022) |
| One‑time sign‑on cash | $5,000,000, payable within 30 days; repayable if voluntary resignation within one year |
| “Make‑whole” RSU grant | $3,250,000; vests 50% on 1st and 2nd anniversaries; accelerates on death, disability, involuntary termination without cause |
| Supplemental Savings Plan credit | $9,750,000; vests 50% on April 1, 2023 and 2024; accelerates on death, disability, involuntary termination without cause |
| Severance plan formula | Greater of: (a) one year’s pay (base salary + target bonus) or (b) 13 weeks + 3 weeks per full year of service (cap 104 weeks) |
| Estimated payments (as of 12/31/2024) | Termination without cause: Severance $2,716,800; Other benefits $40,724; LTI payout $1,801,342; Total $4,558,866 . Change in control termination: LTI payout $5,016,450; Total $7,773,974 . Death: LTI payout $7,872,668 . Disability: LTI payout $5,016,450 . |
Investment Implications
- Alignment and Upside Leverage: Heavy equity mix (TSRUs + PSAs; $4.5M 2024 LTI grant value) ties realized pay to absolute and relative TSR; 647,816 TSRUs and PSA structure materially link value to stock appreciation and adjusted net income performance .
- Retention and Selling Pressure: 2024 modifications extended 2022/2023 awards and vesting by two years, increasing retentive value; Denton is below the 4x ownership guideline and prohibited from selling until interim milestones are met, reducing near‑term insider selling pressure .
- Cash/Severance Economics: Severance under the executive plan equates to roughly one year’s pay plus benefits; 2022 sign‑on cash/RSU/Supplemental Plan credits included clawback/vesting protections, but CIC economics show total LTI value of ~$5.0M at 12/31/2024, indicating moderate, structured parachute exposure rather than outsized guaranteed cash .
- Execution Track Record: 2024 incentives funded at 195% driven by outperformance on revenue, adjusted EPS and operating cash flow; Denton’s role highlighted in achieving results and delivering cost savings and balance‑sheet actions, which supports pay‑for‑performance linkage, though company TSR underperformed peers in 2023–2024, tempering relative-return optics .
Sources
- 2025 Proxy Statement (DEF 14A) – Compensation, grants, ownership, severance, performance .
- 8‑K (Apr 12, 2022) – Appointment, background, education, hire terms .
- 8‑K (Jul 26, 2024) – LTI award modifications for 2022/2023 TSRUs and PSAs .