Shantanu Narayen
PFIZERAbout Shantanu Narayen
Shantanu Narayen is Pfizer’s Lead Independent Director (re-elected for 2025), an independent director since 2013, and currently age 61. He is Chair since 2017 and Chief Executive Officer since 2007 of Adobe Inc., with prior leadership roles there including President (through December 2021), Executive Vice President of Worldwide Products, and Senior Vice President of Worldwide Product Development; he is also Vice Chairman of the US-India Strategic Partnership Forum and has been recognized among the world’s best CEOs by Barron’s and a Fortune “Businessperson of the Year” (2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Inc. | President | Until Dec 2021 | Executive leadership of global operations and products |
| Adobe Inc. | EVP, Worldwide Products | Prior to CEO role | Product strategy and development leadership |
| Adobe Inc. | SVP, Worldwide Product Development | Prior to EVP role | Global product development leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Inc. (public) | Chair (since 2017) & CEO (since 2007) | Ongoing | Brings technology, innovation, and risk oversight expertise to Pfizer’s Board |
| US-India Strategic Partnership Forum | Vice Chairman | Ongoing | International business and policy network |
Board Governance
- Role: Lead Independent Director; responsibilities defined under a Board-approved charter; leads executive sessions of independent directors at every Board meeting; re-elected LID for 2025 based on strong leadership, risk oversight, and technology expertise .
- Committee assignments: Not listed as a member of any standing Board committees in the 2025 nominee matrix (serves instead in LID capacity) .
- Independence: Board determined Mr. Narayen is independent; Adobe-related transactions with Pfizer are in the ordinary course and below thresholds in Pfizer’s Standards .
- Attendance and engagement: Board met seven times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting. The LID and Governance Chair also participated in investor engagement when appropriate .
- Time/commitment check: Governance Committee reviewed director commitments and concluded all directors have sufficient time, energy, and attention to serve effectively .
Fixed Compensation
| Pay Element (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $205,000 | Includes $155,000 annual cash retainer and $50,000 Lead Independent Director fee |
| Stock Awards (grant-date value) | $205,000 | Annual stock units grant; units determined by dividing $205,000 by the April 25, 2024 closing price of $25.26 for most directors |
| All Other Compensation | $35,000 | Pfizer Foundation matching gifts (includes matches for Dec 2023 contributions) |
| Total | $445,000 | Sum of the above |
Program structure (non-employee directors):
- Annual cash retainer: $155,000
- Annual equity: $205,000 in Pfizer stock units; eligible directors may elect to defer or receive shares; all eligible directors will defer 2025 stock units
- Additional fees: Committee Chair $30,000; Lead Independent Director $50,000
- Ownership guideline: 5x annual cash retainer ($775,000) — all directors currently comply
Performance Compensation
- Non-employee director compensation consists of cash retainers and stock units; the program does not reference performance-conditioned bonuses or PSUs for directors. The 2024 Director Compensation Table lists only fees, stock awards, and “all other” (matching gifts); no option awards are shown .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks / Related-Party Exposure |
|---|---|---|---|
| Adobe Inc. | Chair & CEO | N/A (executive role) | Pfizer engages in ordinary-course business with Adobe; transactions reviewed and below thresholds; independence affirmed |
- Compensation Committee interlocks: Pfizer disclosed no compensation committee interlocks or insider participation among committee members; Mr. Narayen is not listed as a member of the Compensation Committee .
Expertise & Qualifications
- Key skills and experience: Business leadership & operations, finance & accounting, international business, human capital management, technology & cybersecurity, and risk management .
- Strategic contribution: Technology/product innovation leader from a global software company; governance experience from serving on another public board .
Equity Ownership
| As-of Date | Common Stock (direct) | Deferred Stock Units | Ownership % |
|---|---|---|---|
| Jan 31, 2025 | — | 154,711 | Each individual beneficial owner holds <1% of outstanding shares |
- Ownership guideline compliance: All directors meet Pfizer’s stock ownership guidelines (5x cash retainer) .
- Note: Deferred stock units accrue dividend equivalents and are payable upon departure, in cash or shares at the director’s election .
Governance Assessment
- Strengths: Independent LID role with robust charter and routine executive sessions; active participation in investor outreach; strong technology/cyber and risk oversight expertise; compliance with ownership guidelines; Board-confirmed independence amid ordinary-course Adobe transactions .
- Alignment and incentives: Director pay balanced between cash retainer and stock units; additional fee reflects LID responsibilities; no performance-conditioned pay that could bias oversight .
- Attendance/engagement: Board met 7 times in 2024; at least 75% attendance by all directors; LID engaged with investors alongside Governance Chair, signaling responsiveness to shareholder feedback .
- Potential risks and mitigants: Dual role as Adobe Chair/CEO creates routine vendor interactions with Pfizer; however, transactions are ordinary-course and under thresholds, and independence determinations were reaffirmed. Governance Committee reviewed director commitments and found sufficient capacity to serve .
RED FLAGS: None disclosed. Ordinary-course transactions with Adobe reviewed and below Pfizer Standards; independence affirmed. No attendance or say-on-pay engagement concerns indicated for Mr. Narayen (as LID, he participated in governance outreach) .