Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 11, 2022, Pfizer Inc. (the "Company") announced that the Board of
Directors of the Company elected David M. Denton as Chief Financial Officer,
Executive Vice President of the Company and appointed Mr. Denton as a member of
the Company's Executive Leadership Team, effective May 2, 2022 (the "Effective
Date").
Prior to joining the Company, Mr. Denton, 56, served as Executive Vice
President, Chief Financial Officer of Lowe's Companies, Inc. Mr. Denton joined
Lowe's in 2018. Mr. Denton has more than 25 years of finance and operational
expertise, including more than 20 years in the healthcare sector. Prior to
joining Lowe's in 2018, Mr. Denton served as Executive Vice President and Chief
Financial Officer of CVS Health since 2010, where he was responsible for all
aspects of their financial planning and management. He joined CVS Corporation in
1999 and held various managerial roles throughout the company, including serving
as its Senior Vice President and Controller/Chief Accounting Officer and as
Chief Financial Officer and Controller for PharmaCare, CVS Corporation's legacy
pharmacy benefit management subsidiary. Prior to CVS, he was with the management
consulting firm of Deloitte Touche Tohmatsu. Mr. Denton holds a Bachelor of
Science degree in Business Administration from Kansas State University and an
MBA from Wake Forest University. He serves on the board of Tapestry, Inc.
In connection with Mr. Denton's election, the Compensation Committee of the
Board of Directors of the Company approved the following compensation
arrangements for Mr. Denton as of the Effective Date: (1) an annual base salary
of $1,250,000; and (2) an annual target cash incentive opportunity of
$1,250,000, which represents 100% of his annual base salary, although for 2022
the amount will be pro-rated for the portion of the year worked. Additionally,
in order to replace certain compensation and benefits that are expected to be
forfeited by Mr. Denton due to his resignation from Lowe's, the Company will
provide him with: (1) a one-time cash payment of $5,000,000, payable within 30
days of the Effective Date, which is to be repaid to the Company in the event of
Mr. Denton's voluntarily resignation prior to the one-year anniversary of the
Effective Date; (2) an equity grant of restricted stock units ("RSUs") with a
value equal to $3,250,000 (determined as of the date of grant which will be the
last trading day of the month he commences work which is expected to be May 31,
2022); and (3) a credit under the Pfizer Supplemental Savings Plan
("Supplemental Plan") in the amount of $9,750,000. The RSU grant will vest 50%
on each of the first and second anniversary of the grant date and the credit to
the Supplemental Plan will vest 50% on each of April 1, 2023 and April 1, 2024.
The RSU grant and credit to the Supplemental Plan will each be subject to the
respective plan's terms and conditions and will both fully vest in the event of
Mr. Denton's termination due to death, disability or involuntary termination
without Cause (as such term is defined in the Executive Severance Plan).
As previously reported by the Company in a Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 19, 2021, the Company
announced that Frank D'Amelio will be leaving his position as Chief Financial
Officer and Executive Vice President after a nearly 15-year distinguished career
with the Company and that Mr. D'Amelio would continue to serve as CFO until the
appointment of a new chief financial officer, and will stay on as a special
advisor until as late as December 31, 2022 in order to ensure a smooth
transition of his CFO responsibilities.
The related press release is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Exhibit Description
99.1 Press Release of Pfizer Inc. dated April 11, 2022
104 Cover Page Interactive Data File--the cover page XBRL tags are embedded
within the Inline XBRL document.
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