8-KLeadership ChangesExhibits & Filings

PFIZER INC 8-K Report, Executive Changes (Aug 22, 2007)

Filed August 22, 2007For Securities:PFE

Summary

This 8-K filing announces a significant leadership change within Pfizer Inc., specifically the appointment of Frank A. D'Amelio as the new Senior Vice President and Chief Financial Officer (CFO), effective September 10, 2007. Mr. D'Amelio brings extensive financial and operational experience from his previous roles at Alcatel-Lucent and Lucent Technologies. The filing details his comprehensive compensation package, which includes a sign-on payment, base salary, annual incentive bonus, and long-term incentive awards, as well as substantial provisions to replace compensation and benefits forfeited from his prior employment. In addition to the CFO appointment, the report also discloses adjustments to the compensation arrangements of Ian C. Read, Senior Vice President and President of Worldwide Pharmaceutical Operations. This includes an increase in his base salary, target bonus percentage, and long-term incentive award value. These executive-level personnel changes and associated compensation adjustments are key strategic moves that investors should monitor for their potential impact on the company's financial management and strategic direction.

Key Highlights

  • 1Appointment of Frank A. D'Amelio as Senior Vice President and Chief Financial Officer (CFO) effective September 10, 2007.
  • 2Mr. D'Amelio's prior experience includes roles as Chief Administrative Officer and Senior Executive Vice President Integration at Alcatel-Lucent, and COO and CFO at Lucent Technologies.
  • 3D'Amelio's compensation package includes a $1,000,000 sign-on payment, $1,026,000 annual base salary, target bonus of 80% of base salary, and a $3.5 million long-term incentive award.
  • 4Significant 'replacement' compensation totaling $2,700,000 in cash and substantial equity awards (233,600 RSUs, 292,000 stock options) to offset forfeited benefits from prior employment.
  • 5A detailed severance agreement for Mr. D'Amelio provides for up to two years of base salary and bonus continuation, plus two years of health benefits, in case of termination without cause or resignation for good reason prior to the second anniversary of his start date.
  • 6Changes to Ian C. Read's compensation include an increased base salary to $1,026,000, a target bonus of 80% of base salary, and an increased long-term incentive award target value to $3.5 million.

Frequently Asked Questions

Frank A. D'Amelio has been appointed as the new Senior Vice President and Chief Financial Officer (CFO) of Pfizer Inc., effective September 10, 2007.

Mr. D'Amelio's compensation includes a $1,000,000 sign-on payment, an annual base salary of $1,026,000, a target annual incentive bonus of 80% of his base salary, and a long-term incentive award with a target value of $3.5 million. He also receives significant 'replacement' compensation and benefits to offset amounts forfeited from his previous employer.

Under the severance agreement, if Mr. D'Amelio's employment is terminated by Pfizer without cause or by him for good reason within two years of his start date, he is entitled to a lump sum payment equal to his earned salary and pro-rated bonus, plus two years of base salary and two times his target annual incentive award. He will also receive continued group health benefits for two years.

Yes, the filing also notes an increase in the compensation for Ian C. Read, Senior Vice President and President of Worldwide Pharmaceutical Operations. His base salary increased to $1,026,000, his target bonus percentage increased to 80% of base salary, and the target value of his long-term incentive compensation award was increased to $3.5 million.