Scott Gottlieb
PFIZERAbout Scott Gottlieb
Scott Gottlieb, MD (age 52), has served on Pfizer’s Board since 2019 and brings deep healthcare, medicine/science, and public policy expertise as the former 23rd Commissioner of the FDA (2017–2019). He is Partner on New Enterprise Associates’ Healthcare Investment team and a Resident Fellow at the American Enterprise Institute (both since 2019). He currently chairs Pfizer’s Regulatory & Compliance Committee and serves on the Science & Technology Committee. Other current public company directorships include Illumina, Inc. and Tempus AI, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food & Drug Administration | 23rd Commissioner | 2017–2019 | Led the FDA; policy and regulatory leadership |
| New Enterprise Associates (NEA) | Venture Partner | 2007–2017 | Healthcare investing; later became Partner (2019–present) |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| New Enterprise Associates (NEA) | Partner, Healthcare Investment Team | 2019–present | Venture investor |
| American Enterprise Institute (AEI) | Resident Fellow | 2019–present | Think tank affiliation |
| Illumina, Inc. | Director | Current | Public company board |
| Tempus AI, Inc. | Director | Current | Public company board; AI-enabled precision medicine |
| Aetion, Inc. | Director | Current | Private healthcare data tech company |
| Comanche Biopharma | Director | Current | Private maternal medicine biopharma |
| Xaira Therapeutics, Inc. | Director | Current | Private AI-focused biotech (launched in 2024) |
| National Resilience, Inc. | Board Member | Current | Private biomanufacturing platform |
| CellCarta | Scientific Advisory Board Member | Current | Private; scientific advisory role |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board determined all directors except the CEO (Albert Bourla) are independent; this includes Dr. Gottlieb |
| Committee Assignments | Chair, Regulatory & Compliance; Member, Science & Technology |
| Committee Meetings (2024) | Regulatory & Compliance: 4; Science & Technology: 4 |
| Board Meetings (2024) | Board met 7 times; each Director attended ≥75% of Board and relevant committee meetings; all Directors attended the 2024 Annual Meeting |
| Regulatory & Compliance remit | Oversees healthcare-related regulatory and compliance risk, ethics & compliance program, quality, investigations, integration of acquired companies; can recommend recoupment of incentive-based pay following significant misconduct |
Fixed Compensation
| Element | Amount/Structure |
|---|---|
| Annual Cash Retainer (non-employee Director) | $155,000 (paid quarterly) |
| Committee Chair Fee | +$30,000 per committee chair (Gottlieb receives this as Regulatory & Compliance Chair) |
| 2024 Cash Fees – Scott Gottlieb | $185,000 (retainer + chair fee) |
| 2024 Equity Grant – Scott Gottlieb | $205,000 in deferred stock units |
| Stock Unit Grant Mechanics (2024) | Units determined by dividing $205,000 by $25.26 (Pfizer closing price on April 25, 2024) |
| Lead Independent Director Fee | +$50,000 (not applicable to Gottlieb) |
| Meeting Fees | Not disclosed; program structured around retainers/units |
| Matching Gift Program | Pfizer Foundation matches up to $20,000/year; Gottlieb reported $0 “All Other Compensation” in 2024 |
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Director Equity | Deferred stock units; payable upon Board service end; dividend equivalents accrue | No performance conditions disclosed for Director equity; time-based program |
The Regulatory & Compliance Committee that Dr. Gottlieb chairs can recommend recoupment of incentive-based compensation for executives in cases of significant misconduct—this applies to management compensation, not Director pay .
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| Illumina, Inc. | Public | Director | Genomics tools/diagnostics |
| Tempus AI, Inc. | Public | Director | AI-enabled precision medicine |
| Aetion, Comanche Biopharma, Xaira Therapeutics, National Resilience | Private | Director/Board Member | Health data, maternal medicine, AI biotech, biomanufacturing |
| American Enterprise Institute (AEI) | Non-profit | Resident Fellow | Pfizer made a 2024 corporate sponsorship payment to AEI; reviewed and deemed ordinary-course and below independence thresholds |
Expertise & Qualifications
- Key skills: Healthcare & Pharma; Medicine & Science; Government & Public Policy; Technology & Cybersecurity
- National Academy of Medicine member; frequent contributor to CNBC
Equity Ownership
| As of Jan 31, 2025 | Amount |
|---|---|
| Common Shares (beneficially owned) | 10,000 |
| Deferred Stock Units (Director program) | 36,529 |
| Hedging/Pledging | Directors are prohibited from hedging or pledging Pfizer stock; none of the Directors has pledged stock |
| Director Ownership Guideline | 5× annual cash retainer ($775,000) required; all Directors currently comply (new 2024 Directors on milestone schedule) |
Related-Party & Conflicts Review
- AEI Sponsorship: Pfizer made a 2024 payment to AEI, where Dr. Gottlieb is a Resident Fellow; the Board’s independence review determined such transactions were ordinary-course and below thresholds in Pfizer’s Director Qualification Standards. The Board affirmed Dr. Gottlieb’s independence.
- No other related-party transactions involving Dr. Gottlieb are disclosed in the proxy. The proxy notes all Directors met Section 16(a) filing requirements in 2024.
Director Compensation Structure Analysis
- Mix and at-risk signals: For 2024, Gottlieb’s total was $390,000 ($185,000 cash; $205,000 equity), consistent with program design emphasizing long-term alignment via deferred stock units. The $30,000 chair premium reflects elevated oversight responsibility as Regulatory & Compliance Chair. No discretionary bonuses or option repricings disclosed for Directors.
- Market check: Governance Committee, with independent consultant Meridian, reviewed Director pay in April 2024 against Pharmaceutical Peer and General Industry comparators; no changes recommended, indicating alignment with market.
Insider Trading and Section 16 Compliance
- 2024 Section 16(a) Filings: Based on company records, Directors and officers subject to Section 16(a) met all applicable filing requirements in 2024. No delinquencies reported.
Governance Assessment
-
Strengths
- Independent Director with domain expertise chairs Regulatory & Compliance, a critical risk oversight committee; committee met 4 times in 2024 and issues detailed annual reporting, including risk management, investigations, and culture oversight.
- Strong engagement: ≥75% attendance at Board/committee meetings; all Directors attended 2024 Annual Meeting.
- Ownership alignment: Complies with stringent 5× retainer guideline; director equity granted as deferred stock units; hedging and pledging prohibited.
- Compensation is straightforward (retainer + equity + chair fee) and aligned with peers per independent review; no performance goal gaming risk for Director pay.
-
Watch items
- External affiliations in healthcare/biotech and think tank roles (Illumina, Tempus AI, AEI, multiple private boards) require ongoing conflict screening; 2024 AEI sponsorship was reviewed and deemed immaterial under Pfizer’s Standards, with independence affirmed.
- Time commitments across multiple boards and investor role (NEA) should continue to be monitored versus committee leadership workload; attendance thresholds were met in 2024.