Susan Desmond-Hellmann
PFIZERAbout Susan Desmond-Hellmann
Dr. Susan Desmond-Hellmann, MD, M.P.H., age 67, has served as an independent director of Pfizer since 2020; she sits on the Governance and Science & Technology Committees and will become Chair of the Science & Technology Committee following the April 2025 Annual Meeting . Her background includes CEO of the Bill & Melinda Gates Foundation (2014–2020), Chancellor of UCSF (2009–2014), President of Product Development at Genentech (2005–2009), and earlier clinical cancer research leadership at Bristol-Myers Squibb; she is also a board member of OpenAI, National Resilience, Inc., and Stand Up To Cancer, and a Senior Advisor in Lazard’s Healthcare Group . She has no current public company directorships and previously served on Meta’s and Procter & Gamble’s boards; she received the Hockfield Cancer Research Prize in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bill & Melinda Gates Foundation | Chief Executive Officer | 2014–2020 | Oversaw creation of Gates Medical Research Institute (GMRI) |
| University of California, San Francisco (UCSF) | Chancellor (first female) | 2009–2014 | Academic leadership; remains Adjunct Professor |
| Genentech | President, Product Development | 2005–2009 | Led pre-clinical/clinical development, BD, portfolio |
| Bristol-Myers Squibb Pharmaceutical Research Institute | Associate Director, Clinical Cancer Research | Prior to Genentech | Oncology clinical research leadership |
| Gates Medical Research Institute (GMRI) | Senior Advisor | 2020–2021 | Early-stage translational advisory |
| U.S. President’s Council of Advisors on Science and Technology | Member | Not dated | National science/policy advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OpenAI | Board Member | Current | Technology & cybersecurity expertise |
| National Resilience, Inc. | Board Member | Current | Biopharma manufacturing platform |
| Stand Up To Cancer | Board Member | Current | Non-profit oncology advocacy |
| Lazard, Inc. (Healthcare Group) | Senior Advisor | Current | Strategic advisory |
| Meta Platforms, Inc. | Director | 2013–2019 | Past public board |
| Procter & Gamble | Director | 2010–2017 | Past public board |
| Current public company boards | None | — | As disclosed in skills matrix |
Board Governance
- Committee assignments: Governance (member) and Science & Technology (member); effective post–Annual Meeting 2025, she will become Chair of Science & Technology .
- Independence: The Board determined all current directors other than the CEO are independent; Dr. Desmond‑Hellmann is independent per NYSE and Pfizer standards .
- Attendance and engagement: The Board met 7 times in 2024, and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee meeting cadence: Governance met 5 times (all members independent); Science & Technology met 4 times (all members independent) in 2024 .
| Committee | Role | Meetings (2024) | Independence |
|---|---|---|---|
| Governance | Member | 5 | All members independent |
| Science & Technology | Member (Chair effective Apr 2025) | 4 | All members independent |
Fixed Compensation
- Program structure: Non-employee directors receive a cash retainer of $155,000 and an annual stock unit grant valued at $205,000; committee chairs receive an additional $30,000 cash, and the Lead Independent Director receives an additional $50,000 cash .
- 2024 compensation (individual): Fees earned $155,000; stock awards $205,000; all other compensation $0; total $360,000 .
- Plan cap: Aggregate value of stock units plus cash retainer per 12-month period may not exceed $800,000 under the 2019 Stock Plan .
- Matching gifts: Pfizer Foundation matches eligible director charitable contributions up to $20,000/year .
| Year | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 155,000 | 205,000 | — | 360,000 |
Performance Compensation
Directors do not receive performance-based equity (no PSUs/options); compensation is primarily cash retainer plus time/deferred stock units, aligning with shareholder interests rather than setting revenue/TSR metrics for directors .
| Element | Term | Details |
|---|---|---|
| Annual stock unit grant | Grant value | $205,000; for 2024 units determined by dividing $205,000 by the $25.26 closing price on April 25, 2024 (except for two new directors with pro-rata grants) |
| Deferral election | Timing | Eligible directors may elect to defer stock units; deferred units accrue dividend equivalents and pay out in cash or shares after Board service ends |
| Hedging/pledging | Policy | Prohibited; none of the directors have pledged Pfizer stock |
Other Directorships & Interlocks
- Current public boards: None disclosed for Dr. Desmond‑Hellmann .
- Prior public boards: Meta (2013–2019), Procter & Gamble (2010–2017) .
- Related-party transactions: Proxy identifies ordinary-course transactions for certain director-affiliated entities; Dr. Desmond‑Hellmann is not listed among those with director-affiliated transactions reviewed, and the Board affirmed independence determinations .
Expertise & Qualifications
- Key skills: Business leadership & operations; medicine & science; healthcare & pharma; academia; technology & cybersecurity .
- Background and recognition: Former CEO of large global foundation, UCSF Chancellor, Genentech product development leader; Board member of OpenAI; recipient of the Hockfield Cancer Research Prize (2023) .
Equity Ownership
- Beneficial ownership (as of January 31, 2025): 3,408 shares of common stock; 28,356 deferred stock units; directors and executive officers as a group own <1% of shares outstanding .
- Ownership alignment: Director stock ownership guidelines require value equal to five times annual cash retainer ($775,000); all directors currently comply .
- Pledging/hedging: Prohibited; none pledged by directors .
| Holder | Common Shares | Stock Units | Notes |
|---|---|---|---|
| Susan Desmond-Hellmann | 3,408 | 28,356 | Units under director program; accrue dividend equivalents |
Governance Assessment
- Strengths: Independent status; deep biopharma R&D and clinical leadership; incoming Science & Technology Committee Chair enhancing oversight of R&D pipeline; attendance thresholds met; strong ownership alignment via stock units and guidelines; prohibition of hedging/pledging reduces alignment risks .
- Watch items: External roles (OpenAI; National Resilience) warrant ongoing monitoring for potential informational interlocks; proxy does not identify related-party transactions for her in 2024, reducing immediate conflict risks .
- Investor sentiment context: Pfizer’s say‑on‑pay support was 91.42% in 2024, indicating broad investor confidence in compensation governance, though this relates to executives rather than directors .
- Committee compensation oversight: Governance Committee engages independent advisor (Meridian) for periodic reviews; no changes recommended in April 2024; Meridian fees for director compensation advice totaled $14,596 in 2024 .
RED FLAGS: None identified in proxy for Dr. Desmond‑Hellmann—no related‑party transactions flagged; compliance with ownership guidelines; attendance thresholds met; hedging/pledging prohibited .
Signals: Elevation to Science & Technology Committee Chair signals strong influence over portfolio quality and innovation oversight—positive for board effectiveness in a science‑driven strategy .