8-KLeadership ChangesExhibits & Filings

PFIZER INC 8-K Report, Executive Changes (Feb 20, 2009)

Filed February 20, 2009For Securities:PFE

Summary

This Form 8-K filing from Pfizer Inc. (PFE) dated February 20, 2009, announces a significant shift in its executive compensation and severance policies. Effective February 16, 2009, all existing change-in-control severance agreements with executive officers were voluntarily terminated. Concurrently, Pfizer adopted a new Executive Severance Plan. This new plan, approved by the Compensation Committee, establishes a standardized severance package for eligible US-based executive officers and other selected employees in the event of termination without cause. The termination of prior agreements suggests a move towards greater uniformity and potentially reduced liabilities associated with potential future business combinations. The adoption of the new plan aims to provide a clear, defined severance framework, though it retains flexibility for the company to amend or terminate it.

Key Highlights

  • 1Termination of all existing change-in-control severance agreements with executive officers, effective February 16, 2009.
  • 2Adoption of a new, standardized Executive Severance Plan by the Compensation Committee, also effective February 16, 2009.
  • 3The new plan applies to US-based executive officers and selected employees, providing severance benefits upon termination without cause.
  • 4Severance payments under the new plan range from one to two years of 'pay' (base salary plus target annual incentive), based on length of service.
  • 5Eligible participants can elect continuation of group term life insurance and medical coverage for up to 12 months post-termination, under certain conditions.
  • 6The company retains the right to amend, modify, suspend, or terminate the Executive Severance Plan at any time.
  • 7Two executive officers have specific arrangements: Dr. Joseph M. Feczko is retiring in April 2009, and Frank A. D'Amelio's participation begins after his current severance agreement expires in September 2009.

Frequently Asked Questions

The primary change is the voluntary termination of all existing change-in-control severance agreements with Pfizer's executive officers, effective February 16, 2009. This was followed by the adoption of a new, standardized Executive Severance Plan.

The new plan provides severance payments ranging from one to two years of a participant's 'pay' (defined as base salary plus target annual incentive) if their employment is terminated without cause. It also offers optional continuation of group life insurance and medical coverage for up to 12 months, subject to certain conditions and participant elections.

No, the plan is specifically for US-based executive officers and any other US-based employees who are selected for participation by the Compensation Committee. Employees already covered by individual severance agreements are generally not eligible until those agreements expire.

Yes, the filing explicitly states that Pfizer reserves the right to amend, modify, suspend, or terminate the plan at any time, for any reason or no reason, with or without notice.