James C. Smith
PFIZERAbout James C. Smith
James C. Smith, age 65, has served on Pfizer’s Board since 2014 and is an independent director with deep operating experience as former President & CEO of Thomson Reuters (2012–2020). He currently chairs the Compensation Committee and serves on the Audit Committee, bringing expertise in business leadership, finance, international operations, risk management, and human capital management; he is also Chairman of the Thomson Reuters Foundation and serves on boards of Marshall University and the Brookings Institution . The Board determined all directors other than the CEO are independent; Mr. Smith is independent and met attendance requirements in 2024 (each director attended at least 75% of Board/committee meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomson Reuters Corporation | President & CEO; COO (2011); CEO, Professional Division (2008–2011) | 2012–2020 (CEO) | Led integration of major information industry firms; extensive global operations, M&A, and HR leadership . |
| The Thomson Corporation | COO; President & CEO, Thomson Learning Academic & Reference | Pre-2008 | Global HR leadership; organizational expertise and talent development focus . |
| Refinitiv | Director | Until Jan 2021 (LSEG acquisition) | Governance oversight at a leading financial market data provider . |
| Thomson Reuters (parent) | Director | 2012–2020 | Board-level strategic oversight . |
External Roles
| Organization | Role | Status |
|---|---|---|
| Thomson Reuters Foundation | Chairman | Current |
| Marshall University | Board of Governors | Current |
| Brookings Institution | Board of Trustees | Current |
| Public Company Boards | None | Current public boards: None |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director (Board determined all directors other than CEO are independent) . |
| Committees | Compensation Committee (Chair); Audit Committee (Member) . |
| 2024 Meetings Held (for context) | Board: 7; Audit: 11; Compensation: 7 . |
| Attendance | Each director attended 75% or more of Board and committee meetings in 2024 . |
| Director Election (2025 vote) | For: 3,341,701,230; Against: 226,092,580; Abstain: 13,378,736; Broker non-vote: 954,654,621 . |
| Committee Interlocks | None; no executive officer served on compensation committees/boards of companies employing Pfizer Comp Committee or Board members . |
Fixed Compensation
| Year | Cash Fees ($) | Equity/Stock Units ($) | Chair/Other Fees Included | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 185,000 | 205,000 | Includes $30,000 Compensation Chair fee (base director cash retainer $155,000) | — | 390,000 |
| 2023 | 185,000 | 205,000 | Includes $30,000 Compensation Chair fee (base $155,000) | — | 390,000 |
| 2022 | 180,948 | 205,000 | Includes $30,000 Compensation Chair fee (base $142,500 in 2021; increased to $155,000 by 2023/2024) | 20,000 (Pfizer Foundation match) | 405,948 |
| Director Program Elements | Amount/Policy |
|---|---|
| Annual Cash Retainer | $155,000 (paid quarterly) . |
| Annual Equity (Pfizer Stock Units) | $205,000 grant value . |
| Committee Chair Fee | $30,000 (per chair) . |
| Lead Independent Director Fee | $50,000 . |
| Matching Gifts | Pfizer Foundation match up to $20,000 per director per year . |
Performance Compensation
| Feature | Detail |
|---|---|
| Equity Vehicle | Pfizer stock units (deferred stock units); directors may elect deferral; dividend equivalents accrue; generally payable upon Board departure . |
| Performance Metrics | None disclosed for non-employee director equity; program is retainer + time-based stock units (no options/PSUs for directors) . |
| Options/PSUs | Not part of non-employee director program; director equity reflected solely as stock units in compensation/ownership tables . |
Note: The Compensation Committee (chaired by Smith) oversees executive pay design and risk review; in 2024 investor outreach discussed modifications to certain outstanding employee equity awards and the rationale, with expanded proxy disclosure provided in 2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Directorships | None . |
| Notable Non-Profit/Academic Boards | Thomson Reuters Foundation (Chair); Marshall University; Brookings Institution . |
| Interlocks | Compensation Committee interlocks and insider participation: none in 2024 . |
Expertise & Qualifications
| Competency | Evidence |
|---|---|
| Business Leadership & Operations | Former CEO of Thomson Reuters; broad operational oversight . |
| Finance & Accounting; Risk Management | Led complex integrations/M&A; serves on Audit Committee; Board notes finance and risk strengths . |
| Human Capital Management | Prior global HR leadership at Thomson; advocacy for culture and talent development . |
| International Business | Extensive international operating experience . |
Equity Ownership
| As of | Common Shares | Notes | Stock Units (Director Plan) |
|---|---|---|---|
| Jan 31, 2025 | 3,542 | Includes 1,542 shares held by family/trust; Smith disclaims beneficial ownership of those shares . | 139,544 |
| Jan 31, 2024 | 3,542 | Same footnote applies regarding family-held shares . | 116,971 |
| Jan 31, 2023 | 3,542 | Same footnote applies regarding family-held shares . | 101,393 |
- Ownership alignment: Directors must hold at least 5x annual cash retainer ($775,000) in Pfizer stock/units; currently all directors comply .
- Hedging/pledging: Hedging prohibited; none of the directors has pledged Pfizer stock as collateral .
Governance Assessment
- Board effectiveness and engagement: Smith chairs the Compensation Committee and sits on the Audit Committee—two high-impact assignments—supporting oversight of executive pay design, risk assessments, and ERM/information security through Audit; the committees met 7 and 11 times, respectively, in 2024, and the Board confirms directors met attendance requirements .
- Shareholder confidence signals: Smith received 3.34B votes “For” his 2025 re-election, with 226M “Against,” while Say‑on‑Pay passed 1.95B “For” vs. 1.61B “Against,” highlighting elevated compensation scrutiny; the company conducted proactive investor outreach on 2024 equity award modifications and enhanced disclosure accordingly .
- Conflicts/related-party exposure: No related‑person transactions involving Smith were disclosed; independence confirmed; hedging/pledging prohibited and none pledged .
- Pay structure and alignment: Director pay is balanced between cash and deferred stock units; equity is time‑based (no options/PSUs), and stock ownership guidelines (5x cash retainer) reinforce alignment; Smith’s cash fees reflect his Compensation Chair role .
RED FLAGS: None disclosed specific to Smith (no related‑party transactions, no pledging, attendance compliant). Watch items: heightened Say‑on‑Pay opposition levels in 2025 imply ongoing investor focus on compensation decisions overseen by the committee chaired by Smith .