Suzanne Nora Johnson
PFIZERAbout Suzanne Nora Johnson
Independent director at Pfizer since 2007; age 67. Former Vice Chairman of Goldman Sachs with a 21‑year tenure leading the Global Markets Institute, Global Research, and Global Health Care groups. She is Pfizer’s Audit Committee Chair and a member of the Regulatory & Compliance Committee; the Board has determined she is independent and all Audit Committee members qualify as “financial experts,” underscoring depth in finance and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Group, Inc. | Vice Chairman; Chair, Global Markets Institute; Head of Global Research; Head of Global Health Care | 21-year tenure (retired 2007) | Led major research and healthcare banking franchises; brings capital markets, accounting and risk management expertise to Pfizer |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Intuit Inc. | Board Chair; Director (public) | Current | Only current public company board listed for Johnson |
| The Brookings Institution | Co‑Chair, Board of Trustees (non‑profit) | Current | Public policy and governance experience |
| Carnegie Institution of Washington | Trustee (non‑profit) | Current | Scientific research governance |
| University of Southern California | Chair, Board of Trustees (non‑profit/academic) | Current | Higher‑ed governance leadership |
| American Academy of Arts and Sciences | Member | Current | Professional recognition |
| American International Group, Inc. | Director (public) | Former (2008–2020) | Prior public company experience |
| Visa, Inc. | Director (public) | Former (2007–2022) | Prior public company experience |
Board Governance
- Committee assignments: Audit Committee (Chair); Regulatory & Compliance Committee (member) .
- Independence: Board determined all non‑employee directors, including Johnson, are independent under Pfizer’s stricter-than-NYSE standards .
- Attendance and engagement: The Board met 7 times in 2024 and each director attended ≥75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Committee activity levels (2024): Audit (11 meetings), Regulatory & Compliance (4 meetings) .
- Financial expertise: All Audit Committee members are financially literate and qualify as SEC “Audit Committee Financial Experts” .
- Independent board leadership and executive sessions: Lead Independent Director role affirmed; independent directors hold executive sessions at every Board meeting .
Fixed Compensation
Director pay structure (non‑employee):
| Compensation Element | Amount/Policy |
|---|---|
| Annual cash retainer | $155,000 per director |
| Annual equity grant (stock units) | $205,000 grant value in stock units |
| Committee chair fee | $30,000 additional cash (per chair role) |
| Lead Independent Director additional fee | $50,000 additional cash |
| Ownership guideline | 5x cash retainer ($775,000) – all directors currently comply |
2024 actual compensation – Suzanne Nora Johnson:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 185,000 |
| Stock Awards (grant-date fair value) | 205,000 |
| All Other Compensation (charitable match) | 20,000 |
| Total | 410,000 |
Notes:
- Directors may defer cash retainers and stock units; 2025 stock units will be deferred by all eligible non‑employee directors until board departure .
Performance Compensation
| Component | Performance Linkage | Terms/Notes |
|---|---|---|
| Cash retainer | None | Fixed annual cash; chair fees add fixed cash |
| Annual stock units | None (time-based) | Granted as stock units; dividend equivalents accrue; generally payable at/after board departure if deferred |
| Options/PSUs/Performance metrics | None disclosed for directors | Director equity is stock units; no options or performance-conditioned director awards disclosed |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Assessment |
|---|---|---|
| Intuit Inc. (public) | Board Chair; Director | Not identified as a Pfizer competitor/supplier/customer; no Pfizer compensation committee interlocks disclosed for any members in 2024 |
| AIG (public, former) | Director (2008–2020) | Prior role; no current interlock |
| Visa (public, former) | Director (2007–2022) | Prior role; no current interlock |
- Related-person transactions: Pfizer lists specific related-person relationships for certain directors/officers; Johnson is not named in those disclosures .
- Hedging/pledging: Directors prohibited from hedging or pledging Pfizer stock; none of the directors has pledged Pfizer stock .
Expertise & Qualifications
- Business leadership and operations; finance and accounting; international business; risk management; healthcare and pharma expertise via healthcare banking/investing and non‑profit science/policy roles .
- Audit Committee financial expertise and ERM oversight via Audit chairmanship; committee responsibilities include auditor oversight, ICFR, earnings releases, and risk (including cybersecurity) .
Equity Ownership
| As of Jan 31, 2025 | Amount |
|---|---|
| Common Stock | 10,000 shares |
| Director Stock Units (deferred) | 100,297 units |
| Ownership guideline status | Company states all directors comply with 5x retainer guideline ($775,000) |
| Pledging/Hedging | Prohibited; none pledged by directors |
Insider Trades (recent filings)
| Date (Filing) | Form | Summary | Source |
|---|---|---|---|
| 2025‑04‑28 | Form 4 | Statement of changes in beneficial ownership for Suzanne Nora Johnson (covers director stock unit activity consistent with annual director grant timing) | https://www.sec.gov/Archives/edgar/data/78003/000122520825004464/xslF345X05/doc4.xml |
| 2025‑04‑28 | Form 4 index | Company SEC filings index referencing Johnson’s Form 4 | https://investors.pfizer.com/Investors/Financials/SEC-Filings/SEC-Filings-Details/default.aspx?FilingId=18402934 |
Governance Assessment
- Strengths: Longstanding independent director (since 2007) with deep capital markets and healthcare experience; chairs a high‑impact Audit Committee whose members are all SEC “financial experts”; strong meeting cadence (11 Audit; 4 Regulatory & Compliance) indicates active oversight; broad external governance roles build policy and technology fluency beneficial to risk oversight .
- Alignment: Mixed cash/equity pay with mandatory stock ownership guideline (5x retainer) and no performance-conditioned director awards aligns director interests to long‑term value without incentivizing risk‑taking; directors prohibited from hedging/pledging; Johnson holds 10,000 shares and 100,297 stock units .
- Risks/Red Flags: No related‑party transactions disclosed for Johnson; no compensation committee interlocks; independence affirmed. Tenure is long, but Board continues refreshment and evaluated leadership structure/skills annually; investor outreach is ongoing, including direct engagement by independent leaders .