DEF 14A of Eli Lilly & Co, Mar 21, 2025

DEF 14A of Eli Lilly & Co

Filed Mar 21, 2025 · FY20240000059478-25-000107

Open on EDGAR

  1. Table of Contents

    | | Frequently Referenced Topics | | | Director Biographies | | 13 | | Director Skills Matrix | | 11 | | Director Compensation | | 26 | | Board Leadership Structure | | 29 | | Board and Committee Oversight of: | | | | Sustainability | | 37 | | Cybersecurity | | 37 | | Human Capital Management | | 39 | | Political Activities | | 38 | | Transactions with Related Persons | | 40 | | Share Ownership and Retention Guidelines | | 59 | | Compensation Recovery Policy (Clawback) | | 60 |

  2. Director Nominee Snapshot

    Director Nominee Snapshot

  3. Director Nominee Snapshot

    | | Name | Age | Director Since | Other Public Boards | Principal Occupation | | Committee Membership | | | Ralph Alvarez Independent Director | 69 | 2009 | 3 | Operating Partner, Advent International Corporation | Audit Talent and Compensation (Chair) | | | | Mary Lynne Hedley Independent Director | 62 | 2022 | 2 | Senior Scientific Fellow, Broad Institute of Harvard and MIT and Venture Partner, Third Rock Ventures | Ethics and Compliance Science and Technology | | | | Kimberly Johnson Independent Director | 52 | 2021 | 0 | Vice President and Chief Operating Officer, T. Rowe Price Group, Inc. | Talent and Compensation Ethics and Compliance | | | | Juan Luciano Lead Independent Director | 63 | 2016 | 1 | Chairman, Chief Executive Officer and President, Archer-Daniels-Midland Company | Directors and Corporate Governance (Chair) Talent and Compensation | |

  4. Director Qualifications

    Director Qualifications Character: Our board members should possess the personal attributes necessary to be an effective director, including unquestioned integrity, sound judgment, a collaborative spirit, and commitment to our company, our shareholders, and other constituencies. Independence: We believe there should always be a substantial majority (75 percent or more) of independent directors on the board. The board annually determines the independence of directors based on a review and recommendation by the Directors and Corporate Governance Committee. No director is considered independent unless the board has affirmatively determined that he or she has no material relationship with the company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company. In assessing whether a director has no material relationship with Lilly, the board of directors also considers any persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships, among others. To evaluate the materiality of any such relationship, the board has adopted categorical independence standards consistent with the New York Stock Exchange (NYSE) listing standards. Lilly’s process for determining director independence is set forth in our Standards for Director Independence, which can be found on our website at lilly.com/leadership/governance, along with our corporate governance guidelines. On the recommendation of the Directors and Corporate Governance Committee, the board determined that each current non-employee director is independent and that the members of our Audit and Talent and Compensation Committees meet the heightened independence standards applicable to those committees. The board determined that none of the current non-employee directors has had during the last three years (i) any of the relationships identified in the company’s categorical independence standards or (ii) any other material relationship with the company that would compromise his or her independence.

  5. Director Qualifications

    | | In addition, the board considered that some of the current non-employee directors are affiliated with companies or entities to which the company sold products or made payments, or from which the company purchased products or services during the year. Drs. Baicker, Kaelin and Hedley are employed at medical or academic institutions with which the company engages in clinical research, provides research grants, and/or engages in commercial transactions in the ordinary course of business. Mr. Luciano is employed by Archer-Daniels-Midland Company and Mr. Fyrwald is employed by International Flavors & Fragrances Inc. |

  6. Director Qualifications

    The company engages in routine business transactions with these organizations. Aggregate payments to or from each such organization, in each of the last three fiscal years, did not exceed the greater of $1 million or 2 percent of that organization’s consolidated gross revenues in a single fiscal year. In reviewing these relationships, the board considered all relevant factors, including: •whether transactions were entered into at arm’s length in the normal course of business and, to the extent they were commercial relationships, had standard commercial terms; and •whether any director had any direct business relationships with the company or received any direct personal benefit from any of these transactions, relationships, or arrangements. Diversity of Experience: The board does not have specific diversity goals or a standalone diversity policy. The board seeks director candidates who represent a mix of backgrounds and experiences that will enhance the quality of the board’s deliberations and decisions. Such candidates are expected to have substantial experience with one or more publicly traded national or multinational companies or have achieved a high level of distinction in their chosen field.

  7. Director Qualifications

    | 9 Years Average Director Tenure | | Tenure: Our director composition reflects a mix of tenure on the board, which provides an effective balance of historical perspective and an understanding of the evolution of our business with fresh perspectives and insights. |

  8. Director Qualifications

    | | Director Governance Spotlight | | ü | Resignation Policy - In an uncontested election, directors are elected by a majority of votes cast. An incumbent nominee who fails to receive a greater number of votes “for” than “against” his or her election will tender his or her resignation from the board following the certification of the shareholder vote. The board, on recommendation of the Directors and Corporate Governance Committee, will decide whether to accept the resignation. The company will promptly disclose the board’s decision, including, if applicable, the reasons the board rejected the resignation. | | ü | Director Retirement Policy - Non-employee directors must retire from the board no later than the date of the annual meeting that follows their seventy-second birthday, although the Directors and Corporate Governance Committee may recommend exceptions to this policy. The Directors and Corporate Governance Committee, with input from all board members, also considers the contributions of the individual directors annually, with a more robust assessment at least every three years when considering whether to nominate directors to new three-year terms. The company has not adopted term limits because the board believes that the company benefits from having a mix of longer- and shorter-tenured members of the board. | | ü | Other Board Service Policy - To ensure proper engagement from our directors and effective functioning of our board, we have instituted certain limitations on service on the boards of other companies. In general, no director may serve on more than three other public company boards. No director that is an executive officer of a public company may serve on more than two public company boards (inclusive of Lilly). The Directors and Corporate Governance Committee may approve exceptions if it determines that the additional service will not impair the director’s effectiveness on the Lilly board. In addition, no director serving on the Audit Committee may serve simultaneously on the audit committee of more than two other public companies without the prior approval of the board. | | ü | Confidentiality Policy - The board has adopted a Board Confidentiality Policy, applicable to all members of the board. The policy prohibits a director from sharing confidential information obtained in his or her role as a director with any third party except under limited circumstances where the director is seeking legal advice or is required by law to disclose information. The Board Confidentiality Policy can be viewed on the company’s website at: lilly.com/leadership/governance. |

  9. Director Qualifications

    Director Skills and Experience: Our directors are responsible for overseeing the company’s business consistent with their fiduciary duties. This significant responsibility requires highly skilled individuals with various qualities, attributes, and professional experiences. We believe the board is well-rounded, with a balance of relevant perspectives and experience, as illustrated in the following chart. Director Experience: Set forth below is information, as of March 21, 2025, regarding our directors and director nominees. We have provided the most relevant experiences, qualifications, attributes, and skills that support the conclusion that each director or director nominee should serve as a director in light of our business and operations. No family relationship exists among any of our directors, director nominees, or executive officers. To the best of our knowledge, there are no pending material legal proceedings in which any of our directors or nominees for director, or any of their associates, is a party adverse to us or any of our affiliates, or has a material interest adverse to us or any of our affiliates. Additionally, to the best of our knowledge, there have been no events under any bankruptcy laws, no criminal proceedings and no judgments, sanctions, or injunctions during the past 10 years that are material to the evaluation of the ability or integrity of any of our directors or nominees for director. There is no arrangement or understanding between any director or director nominee and any other person pursuant to which he or she was or is to be selected as a director or director nominee. Under our articles of incorporation, the board is divided into three classes with approximately one-third of the directors standing for election each year.

  10. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Mr. Alvarez brings to the board more than 40 years of experience in consumer marketing, global operations, international business, and strategic planning, as well as extensive executive leadership experience in managing some of the world’s best-known brands. •As a senior executive of a leading global foodservice retailer and other global restaurant businesses, Mr. Alvarez developed in-depth knowledge of consumer marketing, talent and brand management and strategic planning. •Mr. Alvarez also contributes an understanding of international markets and operations, including a special focus on Japan and emerging markets. •Mr. Alvarez is a leader of people and brings to the board a strong perspective on how to motivate, develop, and engage diverse talent. •Mr. Alvarez is an Audit Committee Financial Expert based on his public company experience, including his prior audit committee service on Lowe’s board of directors. | | Ralph Alvarez | | | Age: 69 Director since: 2009 Board Committees: –Audit –Talent and Compensation (Chair) Other Public Boards: –Lowe’s Companies, Inc. –Traeger, Inc. –First Watch Restaurant Group, Inc. (Chair) Recent Prior Public Boards: –Dunkin’ Brands Group, Inc. Key Skills: | | | | CAREER HIGHLIGHTS •Advent International Corporation, a leading global private equity firm –Operating Partner (2017 - present) •Skylark Co., Ltd., a leading restaurant operator in Japan –Chairman of the board (2013 - 2018) •McDonald’s Corporation, a leading food service retailer –President and Chief Operating Officer (2006 - 2009) | | | OTHER HIGHLIGHTS •Member, University of Miami President’s Council |

  11. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  12. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  13. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Dr. Hedley’s career has uniquely combined discovery, translational and clinical research and commercialization, bringing to the board extensive business leadership and scientific investigation experience in the biotechnology industry. •Having served as co-founder, chief executive officer, president, chief scientific officer or chief operating officer of several biotechnology companies throughout her career, Dr. Hedley has experience leading and overseeing the complex operations and risks of these businesses, including building C-suite teams, raising capital, and managing research and development, commercial development, manufacturing and supply chains, quality, regulatory affairs, and corporate strategy. •Dr. Hedley contributes a wide-ranging perspective on the life science business, acquired through her roles at multiple successful companies and her industry-spanning work advising chief executive officers, venture and life science companies in addition to academic scientists advancing therapeutic drug development while at the Broad Institute. •Dr. Hedley has substantial experience with developing and commercializing oncology therapeutics, one of Lilly’s core therapeutics areas. •Dr. Hedley’s service on the boards of directors and board committees of other public companies and not-for-profit entities, and, in particular, as chair or former chair of the nominating and corporate governance committees at each of Veeva Systems and Millendo Therapeutics and the audit committee of Centessa Pharmaceuticals, provides a multifaceted governance perspective. | | Mary Lynne Hedley, Ph.D. | | | Age: 62 Director since: 2022 Board Committees: –Ethics and Compliance –Science and Technology Other Public Boards: –VEEVA Systems Inc. –Centessa Pharmaceuticals plc Recent Prior Public Boards: –Millendo Therapeutics, Inc. Key Skills: | | | | CAREER HIGHLIGHTS •Broad Institute of Harvard and MIT –Senior Scientific Fellow (2021 - present) •Third Rock Ventures, a leading healthcare venture capital firm –Venture Partner (2023 - present) •GlaxoSmithKline plc, a leading global pharmaceutical company –Member of executive research and development team; led integration efforts for TESARO acquisition (2019 - 2020) •TESARO, Inc., a company focused on the development and global commercialization of oncology therapeutics (acquired by GlaxoSmithKline plc in 2019) –President and Chief Operating Officer (2010 - 2019) •Abraxis BioScience, Inc., a biotechnology company (acquired by Celgene Corporation in 2010) –Executive Vice President and Chief Science Officer (2009 - 2010) | | | OTHER HIGHLIGHTS •Member, American Association of Immunologists; American Association for Advancement of Science; American Society of Clinical Oncology; American Association of Cancer Research •Advisory Board, Boston Museum of Science and chair, Life Science Committee |

  14. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  15. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  16. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Ms. Johnson brings to the board considerable financial and operational experience and a strong background in technology, governance, talent management and strategy for global risk management. •Ms. Johnson’s wide-ranging operational experience at two complex financial institutions has included leadership over various departments focused on cybersecurity, technology, operations, account services, enterprise change, data, modeling, analytics, information security, resiliency, innovation, and corporate strategy. •Ms. Johnson also brings deep understanding of enterprise risk management, having served as chief risk officer of Fannie Mae and currently overseeing enterprise risk as part of her role at T. Rowe Price. •Ms. Johnson also brings to the board knowledge of technology operations, having led Fannie Mae’s digital transformation, establishing a four-year enterprise modernization plan and an operational roadmap for redesigning business processes and reengineering core technology. | | Kimberly Johnson | | | Age: 52 Director since: 2021 Board Committees: –Talent and Compensation –Ethics and Compliance Other Public Boards: –None Recent Prior Public Boards: –None Key Skills: | | | | CAREER HIGHLIGHTS •T. Rowe Price Group, Inc., a global leader in asset management –Vice President and Chief Operating Officer (2022 - present) •Federal National Mortgage Association (Fannie Mae), a provider of affordable mortgage financing in the United States –Executive Vice President and Chief Operating Officer (2018 - 2022) –Executive Vice President and Chief Risk Officer (2017 - 2018) –Senior Vice President and Chief Risk Officer (2015 - 2017) –Senior Vice President and Deputy Chief Risk Officer (2013 - 2015) •Credit Suisse AG, a global wealth manager, investment bank, and financial firm founded and based in Switzerland –Director, Interest Rate Derivative Products (2005 - 2006) | | | OTHER HIGHLIGHTS •Trustee, Princeton University |

  17. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  18. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  19. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Mr. Luciano’s decades of experience, including as a chair and chief executive officer, as a leader of large organizations, and in international business, strategy, and operations, bring to the board valuable insights into the complexities of operating in a rapidly changing global market. •As chair and chief executive officer of a major global enterprise, Mr. Luciano contributes extensive knowledge of international business and the development and execution of strategy, such as the increased use of innovative technologies to meet customer needs and the management of complex global supply chains. •Mr. Luciano’s experience as a chief operating officer and line executive in several product areas also bring a thorough understanding of operations, especially in highly regulated sectors. •Mr. Luciano’s results-oriented perspective and his experience in leading a major multinational company are particularly valuable to the board and make him a strong and engaged lead independent director. •Mr. Luciano is a well-respected leader and strong lead independent director for the board, with the willingness and ability to provide direct, candid feedback to the chief executive officer while acting as a facilitator of discussion and progress. | | Juan R. Luciano Lead Independent Director (2019) | | | Age: 63 Director since: 2016 Board Committees: –Talent and Compensation –Directors and Corporate Governance (Chair) Other Public Boards: –Archer-Daniels-Midland Company Recent Prior Public Boards: –None Key Skills: | | | | CAREER HIGHLIGHTS •Archer-Daniels-Midland Company, a global food processing and commodities-trading company –Chair (2016 - present) –Chief Executive Officer and President (2015 - present) –President and Chief Operating Officer (2014 - 2015) •The Dow Chemical Company, a multinational chemical company –Executive Vice President and President, Performance Division (2010 - 2011) | | | OTHER HIGHLIGHTS •Alternate director, Wilmar International •Director, Intersect Illinois •Member, Rush System Board of Directors •Member, The Business Roundtable; Civic Committee at the Commercial Club of Chicago; Economic Club of Chicago |

  20. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  21. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  22. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Dr. Kaelin is a world-renowned Nobel Laureate, scientist, academician, and physician who provides valuable leadership to the board’s oversight of Lilly’s discovery and development programs. •With decades of preeminent medical research and discovery experience, particularly within oncology, Dr. Kaelin offers a valuable perspective and resource to the board and management in pharmaceutical research and discovery in key therapeutic areas. •Dr. Kaelin has extensive experience as a professor and mentor to medical professionals who are key constituents for Lilly’s business and workforce. •As an investigator at Howard Hughes Medical Institute, Dr. Kaelin has a deep understanding of the challenges, perspectives, and opportunities for medical researchers. •Dr. Kaelin also brings commercialization experience to the board through his work with venture capital funds and biotech companies. | | William G. Kaelin, Jr., M.D. | | | Age: 67 Director since: 2012 Board Committees: –Directors and Corporate Governance –Science and Technology (Chair) Other Public Boards: –None Recent Prior Public Boards: –None Key Skills: | | | | CAREER HIGHLIGHTS •Harvard Medical School –Sidney Farber Professor of Medicine (2018 - present) –Professor of Medicine (2002 - 2018) •Dana-Farber Cancer Institute –Professor (2002 - present) •Howard Hughes Medical Institute –Investigator (2002 - present) –Assistant Investigator (1998 - 2002) | | | OTHER HIGHLIGHTS •Recipient of numerous prizes and honors, including: –Nobel Prize in Physiology or Medicine –Albert Lasker Basic Medical Research Award –Canada Gairdner International Award –Wiley Prize in Biomedical Sciences from the Rockefeller University –Paul Marks Prize for Cancer Research from the Memorial Sloan Kettering Cancer Center •Member, National Academy of Medicine; National Academy of Sciences; American College of Physicians; Association of American Physicians; American Society of Clinical Investigation; American Academy of Arts and Sciences; American Philosophical Society |

  23. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  24. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  25. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Mr. Ricks has over 25 years of experience at Lilly, leading and shaping large-scale operations across the world. He has overseen some of the most transformative growth in the company’s history; since assuming the role as Chief Executive Officer, Lilly has (i) experienced revenue growth of approximately 112%, (ii) experienced a five-year total shareholder return of 527%, and (iii) taken important steps to increase the affordability and accessibility of our products around the globe. •Mr. Ricks embodies the “tone at the top” that strengthens Lilly’s culture, including through his commitment to compliance, talent development, and the expansion of our diverse workforce. •Mr. Ricks has combined his company-specific and industry knowledge to grow, articulate and implement Lilly’s strategic plan, as reflected by the growth in revenue, robust pipeline, and progressive approach on leveraging technology into the business. •Mr. Ricks is able to draw on his extensive interactions with various stakeholders to apprise the board of significant developments in our business and industry, as well as to communicate feedback to the board and offer insights. •Mr. Ricks’ leadership approach is derived from his experience in marketing, sales, drug development, and international operations, as well as his significant experience in public policy. | | David A. Ricks Chair, President, and CEO | | | Age: 57 Director since: 2017 Board Committees: None Other Public Boards: –Adobe Inc. Recent Prior Public Boards: –None Key Skills: | | | | CAREER HIGHLIGHTS •Eli Lilly and Company –Chair, President, and Chief Executive Officer (2017 - present) –Senior Vice President and President, Lilly Bio-Medicines (2012 - 2016) –President, Lilly USA (2009 - 2012) –Served in various marketing, sales and international leadership roles (1996 - 2009), including: •As President and General Manager of Lilly China •As General Manager of Lilly Canada | | | OTHER HIGHLIGHTS •Director, International Federation of Pharmaceutical Manufacturers & Associations (IFPMA) •Director, Pharmaceutical Research and Manufacturers of America (PhRMA) •Member, U.S. Patent and Trademark Office Council for Inclusive Innovation •Director and executive committee member, Central Indiana Corporate Partnership •Director, The Business Roundtable •Trustee, Purdue University Board of Trustees |

  26. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  27. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  28. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Mr. Moeller brings to the board extensive leadership experience, financial acumen, strategic vision, and a commitment to high standards of corporate governance. •Mr. Moeller has served in various senior capacities at Procter & Gamble (P&G) over the past three decades, giving him a wealth of experience in navigating complex regulatory environments and fostering a culture of integrity. His tenure at P&G has been characterized by his ability to drive growth and innovation, including a willingness to change, adapt and create new trends and embrace new technologies. •Mr. Moeller was P&G’s chief financial officer for more than 12 years, leading its finance and accounting, tax, treasury, corporate strategy, business development and investor relations functions. His financial background has also equipped him with the skills to oversee complex financial operations, manage risks, and ensure fiscal responsibility. •As chief operating officer, Mr. Moeller optimized P&G's operations to enhance efficiency and performance. He successfully managed the company's supply chain, manufacturing, and overall operational strategies, ensuring that they aligned with the company's goals and objectives. | | Jon Moeller | | | Age: 60 Director since: 2024 Board Committees: –Audit –Directors and Corporate Governance Other Public Boards: –Procter & Gamble Company Recent Prior Public Boards: –None Key Skills: | | | | CAREER HIGHLIGHTS •Procter & Gamble Company, a multinational consumer goods corporation –Chairman, President and Chief Executive Officer (2022 – present) –President and Chief Executive Officer (2021 - 2022) –Vice Chairman, Chief Financial Officer, and Chief Operating Officer (2019 - 2021) –Vice Chairman, Chief Financial Officer (2017 - 2019) –Chief Financial Officer (2009 - 2017) | | | OTHER HIGHLIGHTS •Director, The Business Roundtable •Member, American Society of Corporate Executives •Director, US China Business Counsel •Director (Vice-Chair), Alliance to End Plastic Waste |

  29. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  30. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  31. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Dr. Baicker’s experience in health economics research and policy at the highest levels, including as a former economic advisor to the White House and a current health advisor to the Congressional Budget Office, provides an invaluable perspective to the board. •In addition to Dr. Baicker’s own high-impact research, her leadership of a preeminent research and educational institution gives her both insight into and influence over the future of health policy. •Through Dr. Baicker’s decades of research and policy engagement, including with respect to the effects of health system reforms of public and private insurance coverage and payment policy, she brings to the board insight and context as it oversees the company’s navigation of the complex environment of government regulation, insurance reimbursement, and access to affordable care. •Drawing on Dr. Baicker’s experience as an advisor to both the executive and legislative branches of the U.S. government, state governments, and numerous healthcare-related commissions and committees provides a keen understanding of government perspectives in our highly regulated industry. •Dr. Baicker, with extensive involvement with medical and health system research organizations, adds valuable input on the research and development landscape within the pharmaceutical industry. | | Katherine Baicker, Ph.D. | | | Age: 53 Director since: 2011 Board Committees: –Ethics and Compliance (Chair) –Science and Technology Other Public Boards: –None Recent Prior Public Boards: –HMS Holdings Corp. Key Skills: | | | | CAREER HIGHLIGHTS •University of Chicago –Provost (2023 - present) –Emmett Dedmon Professor, Harris School of Public Policy (2017 - present) –Dean of the Harris School of Public Policy (2017 - 2023) •Harvard University –C. Boyden Gray Professor of Health Economics (2014 - 2017) –Department of Health Policy and Management, chair (2014 - 2016) –Harvard T.H. Chan School of Public Health (primary) –Harvard Kennedy School of Government (secondary) •National Bureau of Economic Research –Research Associate, Health Care and Public Economics Programs (2007 - present) •Council of Economic Advisers, Executive Office of the President –Member, confirmed by U.S. Senate (2005 - 2007) | | | OTHER HIGHLIGHTS •Panel of Health Advisers to the Congressional Budget Office •Advisory Board, the National Institute for Health Care Management •Editorial Board of Health Affairs, JAMA Health Forum •Trustee, the Mayo Clinic •Member, the National Academy of Medicine; the National Academy of Social Insurance; the Council on Foreign Relations; and the American Academy of Arts and Sciences |

  32. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  33. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  34. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Mr. Fyrwald brings to the board a deep understanding of operational and strategic leadership and international business. •Mr. Fyrwald’s substantial experience in leading international companies provides valuable perspectives relating to international operations, manufacturing, logistics, and sustainability. •Mr. Fyrwald has a demonstrated focus on technology and a deep understanding of the challenges of developing and commercializing the results of innovation, as he worked to align Syngenta to digital innovation and new agricultural technologies in the fight against climate change. •Mr. Fyrwald has also developed significant corporate governance experience through his current and prior service on the boards of directors of international companies and not-for-profit entities. | | J. Erik Fyrwald | | | Age: 65 Director since: 2005 Board Committees: –Talent and Compensation –Science and Technology Other Public Boards: –International Flavors & Fragrances Inc. Recent Prior Public Boards: –Syngenta Group –Bunge Limited Key Skills: | | | | CAREER HIGHLIGHTS •International Flavors & Fragrances Inc., creator and manufacturer of food, beverage, health and biosciences, scent and pharma solutions –Chief Executive Officer (2024 - present) –Member of the board of directors (2024 - present) •Syngenta Group, a global Swiss-based agriculture technology company that produces agrochemicals and seeds –President and Chief Executive Officer (2016 - 2023) –Member of the board of directors (2016 - 2024) –Member of the sustainability committee (2016 - 2024) •Univar, Inc., a leading distributor of chemicals and provider of related services –President and Chief Executive Officer (2012 - 2016) •Ecolab, Inc., a leading provider of cleaning, sanitation and water products and services –President (2011 - 2012) •Nalco Company, a leading provider of water treatment products and services –Chairman and Chief Executive Officer (2008 - 2011) •E.I. du Pont de Nemours and Company, a global chemical company –Various management positions from 1980 to 2008 in production, sales, and marketing, including most recently Group vice president, agriculture and nutrition (2003 - 2008) |

  35. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  36. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  37. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Mr. Jackson brings to the board significant global financial experience and a strong background in strategic planning. •Mr. Jackson’s global finance experience, including as chief financial officer at multiple Fortune 500 companies, provides extensive knowledge of international business operations and their associated financial complexities. •Mr. Jackson brings a valuable perspective on the management of complex financial risks and wide-ranging knowledge of finance and accounting matters to his role as Audit Committee Chair. •Mr. Jackson has also held roles in strategic planning and mergers and acquisitions, including responsibility for driving financial rigor, developing strategy and implementing change. | | Jamere Jackson | | | Age: 56 Director since: 2016 Board Committees: –Audit (Chair) –Directors and Corporate Governance Other Public Boards: –None Recent Prior Public Boards: –Hibbett, Inc. Key Skills: | | | | CAREER HIGHLIGHTS •AutoZone, Inc., a leading retailer and distributor of automotive replacement parts and accessories in the United States, Mexico and Brazil –Chief Financial Officer (2020 - present) •Hertz Global Holdings, Inc., a global vehicle rental, leasing and fleet management business –Chief Financial Officer (2018 - 2020) •Nielsen Holdings plc, a global measurement and data analytics company –Chief Financial Officer (2014 - 2018) •General Electric Corporation, an American multinational company and leader in the power renewable energy, aviation and healthcare industries –Vice President and Chief Financial Officer, General Electric Oil and Gas, drilling and surface division (2013 - 2014) –Senior Executive, Finance, General Electric Aviation (2007 - 2013) –Finance Executive, General Electric Corporate (2004 - 2007) | | | OTHER HIGHLIGHTS •Certified Public Accountant •Not-for-profit boards of directors: –Youth Villages |

  38. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  39. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  40. Director Qualifications

    | | KEY EXPERIENCE AND QUALIFICATIONS | | | | | | Ms. Sulzberger brings over 30 years of experience advising public and privately held companies in consumer products, retail, financial services, and life sciences. •Ms. Sulzberger provides global perspective from her time as chair of global ESG advisory at Teneo, supporting Lilly and the board’s commitment to continuous progress and improving our positive impact on people, the planet, and society. •Ms. Sulzberger developed deep corporate governance experience through her work with corporate boards, both as a board member and as a governance committee chair. •Ms. Sulzberger’s career in private equity has given her valuable experience in helping companies navigate disruption and transformation, engage with shareholders, and position businesses for growth and success. •Ms. Sulzberger also draws on experiences from her prior service as chief financial officer of several publicly and privately held companies and audit committee chair of several public companies, providing leadership as an Audit Committee Financial Expert. | | Gabrielle Sulzberger | | | Age: 64 Director since: 2021 Board Committees: –Audit –Directors and Corporate Governance Other Public Boards: –Mastercard Incorporated Recent Prior Public Boards: –Warby Parker Inc. –Cerevel Therapeutics Holdings, Inc. –Brixmor Property Group Inc. Key Skills: | | | | CAREER HIGHLIGHTS •Centerbridge Partners, a multidisciplinary investment firm –Senior Managing Director (2024 - present) –Senior Advisor (2021 - 2024) •Teneo, a global CEO advisory firm –Senior Advisor (2024 - present) –Chair of Global ESG Advisory (2021 - 2024) •Two Sigma Impact, a private equity firm based in New York, New York –Senior Advisor (2021 - 2023) •Rustic Canyon/Fontis Partners L.P., a private equity firm based in California –General Partner (2005 - 2018) | | | OTHER HIGHLIGHTS •Director or trustee of the following not-for-profit organizations: –Metropolitan Museum of Art –Ford Foundation –Sesame Street Workshop •Former director, board chair and audit committee chair, Whole Foods Market, Inc. |

  41. Director Qualifications

    | | CEO Leadership | | Finance / Accounting | | International Business | | Healthcare Industry | | Science / Academia |

  42. Director Qualifications

    | | Government Relations / Public Policy | | Sales / Marketing | | Technology / Digital | | Operations / Strategy |

  43. Director Compensation

    Director Compensation Non-employee director compensation is reviewed and approved by the board, on the recommendation of the Directors and Corporate Governance Committee. Directors who are employees receive no additional compensation for serving on the board.

  44. Director Compensation

    | 67% amount of board service annual retainer linked to the long-term performance of Lilly stock | 5x required multiple of the annual board retainer in share ownership for non-employee directors | CAPPED total annual compensation for non-employee directors |

  45. Director Compensation Governance

    Director Compensation Governance The Directors and Corporate Governance Committee performs an annual review of non-employee director compensation, including considerations such as: ü general industry and pharmaceutical company peer group analysis conducted with the assistance of an outside compensation consultant, ü the desire to have non-employee director compensation positioned near the market median when compared against the general industry peer group, ü the desire to avoid excess compensation, and ü linking a significant portion of compensation to the long-term performance of Lilly stock. If the Directors and Corporate Governance Committee determine adjustments to non-employee director compensation are warranted, it will make recommendations to the full board for consideration.

  46. 2024 Compensation for Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)1 | All Other Compensation and Payments ($)2 | Total ($)3 | | Mr. Alvarez | $141,000 | $220,000 | $0 | $361,000 | | Dr. Baicker | $141,000 | $220,000 | $0 | $361,000 | | Mr. Fyrwald | $119,000 | $220,000 | $47,552 | $386,552 | | Dr. Hedley | $119,000 | $220,000 | $0 | $339,000 | | Mr. Jackson | $145,000 | $220,000 | $0 | $365,000 | | Ms. Johnson | $116,000 | $220,000 | $0 | $336,000 | | Dr. Kaelin | $142,000 | $220,000 | $38,150 | $400,150 | | Mr. Luciano | $178,000 | $220,000 | $0 | $398,000 | | Mr. Moeller | $9,917 | $0 | $0 | $9,917 | | Ms. Sulzberger | $119,000 | $220,000 | $27,750 | $366,750 | | Former Director: | | | | | | Dr. Runge4 | $79,333 | $146,667 | $10,000 | $236,000 | | Ms. Walker4 | $119,000 | $220,000 | $0 | $339,000 |

  47. Item 1. Election of Directors

    Item 1. Election of Directors Under our articles of incorporation, the board is divided into three classes with approximately one-third of the directors standing for election each year. The Directors and Corporate Governance Committee has recommended that each of the following four nominees be elected at the Annual Meeting. Each of the director nominees is currently serving as a director.

  48. Item 1. Election of Directors

    | Nominees | | | | | | | | | | Ralph Alvarez Independent Director | Mary Lynne Hedley Independent Director | Kimberly Johnson Independent Director | Juan Luciano Lead Independent Director |

  49. Item 1. Election of Directors

    The term for directors to be elected this year will expire at the annual meeting of shareholders held in 2028. Each of the director nominees above has agreed to serve for that term. Nominees are elected to serve until his or her successor is duly elected and qualified. If a nominee set forth in this proxy statement is unable to serve or for good cause will not serve, proxy holders may vote for another nominee proposed by the board or, as an alternative, the board may reduce the number of directors to be elected at the Annual Meeting. For more information about each of the nominees and the other directors serving on our board, please see “Director Qualifications - Director Experience” in this proxy statement.

  50. Item 1. Election of Directors

    | | | RECOMMENDATION FOR | | The board recommends that you vote FOR the election of each of the board’s nominees, Ralph Alvarez, Mary Lynne Hedley, Kimberly Johnson, and Juan Luciano to serve as directors until our 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal. | | |

  51. Peer group analysis

    Peer group analysis The Committee uses peer group data as an input for compensation decisions but does not solely rely on this data for setting compensation.

  52. Independent compensation consultant input

    Independent compensation consultant input The Committee considers advice from its independent compensation consultant, FW Cook, when setting executive officer compensation.

  53. Competitive Pay Assessment

    Competitive Pay Assessment Lilly’s peer group is comprised of companies that compete with Lilly, use a similar business model, and employ people with the unique skills required to operate an established global pharmaceutical company. The Committee selects a peer group, the median market cap and revenue of which are comparable to Lilly’s. The Committee reviews and approves the peer group at least every three years, and the Chair and independent compensation consultant review the group annually. The Committee approved the following peer group for purposes of assessing competitive pay:

  54. Competitive Pay Assessment

    | AbbVie | Bristol-Myers Squibb | Merck | Roche | | Amgen | Gilead | Novartis | Sanofi | | AstraZeneca | GlaxoSmithKline | Novo Nordisk | Takeda | | Biogen | Johnson & Johnson | Pfizer | |

  55. Competitive Pay Assessment

    At the time of the review, all peer companies were no greater than two times our revenue or market cap except Johnson & Johnson and Roche. The Committee included those companies despite their relative size because they compete directly with Lilly, have similar business models, and seek to hire from the same pool of management and scientific talent. When determining target compensation, the Committee considers an analysis of market competitive pay for each executive officer position, internal factors such as the performance and experience of each executive officer, and the CEO’s recommendations for executives other than himself. The independent compensation consultant provides a similar analysis when recommending pay levels for the CEO. The CEO analysis includes a comparison of our CEO’s actual total direct compensation in the prior year to company performance on an absolute and relative basis. The analysis also includes a comparison of current target total direct compensation for our CEO to recently available data on CEO target total direct compensation for our peer group with an emphasis on peers that are headquartered in the United States.

  56. 2. Annual Cash Bonus (Bonus Plan)

    2. Annual Cash Bonus (Bonus Plan) The Committee updated the Bonus Plan for 2024, which now equally weights product revenue, EPS, and pipeline progress. The revenue metric focuses on new products, and the pipeline metric enhances visibility on deliverables by therapeutic area. Goals and weightings are set annually based on the operating plan and pipeline objectives; however, disclosure of certain product-specific revenue goals and internal pipeline objectives could cause competitive harm to the company and are, therefore, not included. Here are the 2024 performance measures and weightings:

  57. 2. Annual Cash Bonus (Bonus Plan)

    | Lilly 2024 Goals | Weighting | | Product revenue | 33.3% | | EPS performance | 33.3% | | Pipeline progression | 33.3% | | Bonus multiple | 100% |

  58. 2. Annual Cash Bonus (Bonus Plan)

    The shift to specific product revenue was intended to incentivize swift delivery of breakthrough medicines to patients. For 2024, the product revenues used in the bonus multiple were Kinsula, Ebglys, Omvoh, Jaypirca, Verzenio, Mounjaro, and Zepbound. Together, these new products represent significant outcomes for patients and support our continued long-term performance. The updates to the pipeline scorecard provide employees greater line of sight to how their work impacts the pipeline bonus multiple. For 2024, the scorecard measures progress across the following categories: •Discovery and Early Development: Output from Discovery, entries into clinical development, and early phase clinical readouts (e.g. Proof of Concept) •Late Development and Regulatory: Entries into registrational studies, Phase 3 readouts, and regulatory outcomes •Business Development / Strategic Initiatives: Entries into Lilly R&D portfolio from business development and achievement of strategic priorities identified at the beginning of the year •Game Changer Events: Study readouts (“events”) that achieve significant scientific advances and generate substantial value for Lilly and patients Lastly, the Committee raised the maximum bonus payout from 200 percent to 250 percent of an individual’s target to encourage achieving company goals and remain competitive in the market. Bonus targets are approved by the Committee for each executive officer at the start of the year. All named executive officers participated in the Bonus Plan in 2024. The cash bonus payout is calculated as follows:

  59. 2. Annual Cash Bonus (Bonus Plan)

    | base salary | | individual bonus target | | bonus multiple |

  60. 2. Annual Cash Bonus (Bonus Plan)

    Further details regarding Lilly’s performance against pre-established targets are detailed under “Compensation Results.”

  61. 3. Equity Incentives

    3. Equity Incentives The company grants two types of equity incentives to its named executive officers.

  62. Relative Value Awards (RVA)

    Relative Value Awards (RVA) Relative value awards are earned based on Lilly’s three-year TSR performance relative to our industry peer group. The minimum performance to achieve a target payout is the median three-year TSR performance for the peer group. Any shares paid are subject to a one-year post-vesting holding requirement. No dividends are accrued during the performance period. Possible share payouts range from 0 to 200 percent of the target. To determine payout, the TSR performance is calculated for both Lilly and its peers. The average closing price of each company’s stock for all trading days in November and December 2023 is compared to the average closing price of each company’s stock for all trading days in November and December 2026, assuming reinvestment of dividends. The median TSR for the peer companies is then subtracted from Lilly’s TSR to determine the earned payout. For example, if Lilly’s TSR was 55 percent over the three-year period and the median peer company TSR was 40 percent, Lilly would have outperformed by 15 percentage points (55 percent minus 40 percent). This outperformance would result in a 150 percent payout based on the payout graphic below.

  63. Annual Cash Bonus Targets

    Annual Cash Bonus Targets After reviewing internal relativity, peer group market data, and individual performance, the Committee decided to maintain the same percent-of-salary bonus targets for 2024 as in 2023 for Mr. Ricks, Dr. Skovronsky, Ms. Hakim, and Mr. Van Naarden. Mr. Montarce’s 2024 Bonus Target was approved by the Committee when he assumed the role of Chief Financial Officer. Actual bonuses for 2024 are shown in the Summary Compensation Table (SCT) in the “Executive Compensation” section.

  64. Annual Cash Bonus Targets

    | Name | 2023 Bonus Target | 2024 Bonus Target | | Mr. Ricks | 150% | 150% | | Mr. Montarce1 | N/A | 100% | | Dr. Skovronsky | 100% | 100% | | Ms. Hakim | 100% | 100% | | Mr. Van Naarden | 100% | 100% | | Mr. Brooks2 | N/A | 55% | | Ms. Ashkenazi3 | 100% | 100% |

  65. Annual Cash Bonus Targets

    1 Mr. Montarce was not an executive officer in 2023. 2 Mr. Brooks’ bonus target was not adjusted during the time he was serving as interim Chief Financial Officer. 3 Ms. Ashkenazi forfeited her 2024 bonus upon her exit from the company on July 30, 2024.

  66. Equity Incentives — Target Grant Values

    Equity Incentives — Target Grant Values For 2024 equity grants, the Committee set the target values for named executive officers based on criteria such as internal relativity, peer group market data, and individual performance. Unless otherwise noted, each named executive officer’s equity target is divided equally, with 50 percent allocated to shareholder value awards and 50 percent allocated to relative value awards. The target values for the 2023 and 2024 equity grants were as follows:

  67. Equity Incentives — Target Grant Values

    | Name | 2023 Annual Equity Grant | 2024 Annual Equity Grant | | Mr. Ricks | $17,875,000 | $19,750,000 | | Mr. Montarce1 | N/A | $800,000 | | Dr. Skovronsky | $7,100,000 | $7,500,000 | | Ms. Hakim | $3,750,000 | $3,950,000 | | Mr. Van Naarden | $2,300,000 | $2,700,000 | | Mr. Brooks2 | N/A | $600,000 | | Ms. Ashkenazi3 | $3,500,000 | $3,750,000 |

  68. Equity Incentives — Target Grant Values

    1 Mr. Montarce’s 2024 annual equity grant aligns with his role prior to becoming the company’s Chief Financial Officer. Mr. Montarce’s grant was divided equally, with 33.3% allocated to shareholder value awards, 33.3% to relative value awards, and 33.3% to restricted stock units. 2 Mr. Brooks’ 2024 annual equity grant aligns with his role prior to becoming the interim Chief Financial Officer. Mr. Brooks’ grant was divided equally, with 33.3% allocated to shareholder value awards, 33.3% to relative value awards, and 33.3% to restricted stock units. 3 Ms. Ashkenazi forfeited her outstanding equity awards upon her exit from the company on July 30, 2024.

  69. Adjustments to Reported Financial Results

    Adjustments to Reported Financial Results The Committee has the authority to adjust the company’s reported product revenues and EPS upon which incentive compensation payouts are determined to eliminate the distorting effect of unusual income or expense items. The adjustments are intended to: •align award payments with the underlying performance of the core business; •avoid volatile, artificial inflation, or deflation of awards due to unusual items; •eliminate certain counterproductive short-term incentives—for example, incentives to refrain from acquiring new technologies, to defer disposing of underutilized assets, or to defer settling legacy legal proceedings; and •facilitate comparisons with peer companies. The Committee considers the adjustments approved by the Audit Committee for reporting non-GAAP EPS and other adjustments, based on guidelines approved by the Committee. The Committee reviews and approves adjustments on a quarterly basis and may adjust payouts for items, including but not limited to acquired IPR&D charges, impact of foreign exchange rates, the impact of significant acquisitions or divestitures, and the impact of share repurchases that differ significantly from the business plan. Further details on 2024 adjustments and the rationale for making these adjustments are in “Appendix A, Summary of Adjustments Related to the Annual Cash Bonus and Performance Award.” Throughout the CD&A and the other compensation disclosures, we refer to “revenue,” “EPS,” and “adjusted non-GAAP EPS” for ease of reference, but we encourage you to review Appendix A to understand the approved adjustments to reported product revenues and EPS. The Committee has authority to apply downward discretion to bonus and equity payouts for individual or all executive officers.

  70. 2024 Bonus Plan Results

    2024 Bonus Plan Results The company delivered strong financial performance, resulting in above target payouts for both product revenue and EPS. For additional information on financial results, see Appendix A, “Summary of Adjustments Related to the Annual Cash Bonus and Performance Award.” The Science and Technology Committee sets the objectives for each category of the pipeline metric annually. This graphic depicts the relative distribution of pipeline objectives. At year end, the Science and Technology Committee assessed the company's product pipeline achievements inclusive of, but not limited to, the details disclosed in “Innovation Pipeline and Other Business Development” within the Proxy Statement Summary. The points assigned for each objective were combined to determine the final pipeline bonus multiple of 250%. The Science and Technology Committee may recommend that the Committee apply downward discretion on the pipeline metric result; however, it did not recommend exercising this discretion for the 2024 pipeline results. Therefore, the Committee followed the Science and Technology Committee’s recommendation and approved a pipeline bonus multiple of 250%. Once the pipeline bonus multiple was combined with the company's financial performance, the final bonus payout was above target. Disclosure of outcomes related to product-specific revenue and the company’s internal pipeline could cause competitive harm to the company and are, therefore, not included. The final results for each bonus metric are illustrated below.

  71. Bonus Plan Payments

    Bonus Plan Payments The 2024 bonuses paid to the named executive officers under the Bonus Plan were as follows:

  72. Bonus Plan Payments

    | Name | 2024 Bonus ($) | | Mr. Ricks | $5,705,049 | | Mr. Montarce1 | $1,114,558 | | Dr. Skovronsky | $3,219,230 | | Ms. Hakim | $2,250,000 | | Mr. Van Naarden | $2,003,366 | | Mr. Brooks2 | $667,660 | | Ms. Ashkenazi3 | — |

  73. Bonus Plan Payments

    1 Mr. Montarce’s payout reflects accruals for before and after his appointment as Chief Financial Officer. 2 Mr. Brooks’ payout reflects accruals before, during, and after his time served as interim Chief Financial Officer. 3 Ms. Ashkenazi forfeited her bonus payout upon her exit from the company on July 30, 2024.

  74. 2023-2025 Performance Awards

    | 2023-2025 Performance Award Payout | | | | | | | | | | | | | | | | | | Final Result: EPS Growth: 31.6% Total Adj. EPS: $26.93 | | | | | | | | | | Target | | | | | | 0% | | 50% | | 51% - 99% | | 100% - 199% | | 200% | | EPS Growth | | Payout threshold | | -6.0% | | 2.0% | | 14.0% | | | Cumulative 2-Year EPS | | $8.84 | | $16.12 | | $18.21 | | $21.51+ | |

  75. 2023-2025 Performance Awards

    For certain named executive officers, shares earned with respect to the two-year performance period are subject to an additional 13-month service-vesting period, as shown in the table below, as restricted stock units.

  76. 2023-2025 Performance Awards

    | Name | Target Shares | Shares Earned | RSUs | | Mr. Ricks | 15,966.00 | N/A | 31,932.00 | | Mr. Montarce1 | 1,191.00 | 2,382.00 | N/A | | Dr. Skovronsky | 6,342.00 | N/A | 12,684.00 | | Ms. Hakim | 3,350.00 | N/A | 6,700.00 | | Mr. Van Naarden | 2,054.00 | N/A | 4,108.00 | | Mr. Brooks2 | 893.00 | 1,786.00 | N/A | | Ms. Ashkenazi3 | 3,126.00 | — | — |

  77. 2023-2025 Performance Awards

    1 Mr. Montarce was not an executive officer on the grant date; therefore, the 13-month service vesting requirement did not apply. All shares were settled after Committee certification. 2 Mr. Brooks was not an executive officer on the grant date; therefore, the 13-month service vesting requirement did not apply. All shares were settled after Committee certification. 3 Ms. Ashkenazi forfeited her performance award upon her exit from the company on July 30, 2024.

  78. 2022-2024 Shareholder Value Award

    1 Mr. Montarce was not an executive officer on the grant date; therefore, the one-year post-vesting holding requirement does not apply. 2 Mr. Brooks was not an executive officer on the grant date; therefore, the one-year post-vesting holding requirement does not apply. 3 Ms. Ashkenazi forfeited her shareholder value award upon her exit from the company on July 30, 2024.

  79. 2022-2024 Relative Value Award

    2022-2024 Relative Value Award The relative value award is based on Lilly’s three-year TSR compared to our peer group. To determine relative performance, we calculate the TSR for each company by comparing the average closing price, adjusted for dividend reinvestment, for all trading days in November and December 2021 to the average closing price, adjusted for dividend reinvestment, for all trading days in November and December 2024. The median TSR for the peer companies is then subtracted from Lilly’s TSR to determine the earned payout. Lilly’s TSR over the performance period was 211.6 percent. The median TSR for the peer companies was 10.3 percent, resulting in Lilly’s outperformance of 201.3 percentage points (211.6 percent minus 10.3 percent). This level of outperformance yielded a 175 percent payout as depicted in the chart below. Shares settled under the relative value award remain subject to a one-year post-vesting holding period. The number of shares paid to each named executive officer for the 2022-2024 relative value award were as follows:

  80. 2022-2024 Relative Value Award

    1 Mr. Montarce was not an executive officer on the grant date; therefore, the one-year post-vesting holding requirement does not apply. 2 Mr. Brooks was not an executive officer on the grant date; therefore, the one-year post-vesting holding requirement does not apply. 3 Ms. Ashkenazi forfeited her relative value award upon her exit from the company on July 30, 2024.

  81. Severance and Other Post-Termination Benefits

    Severance and Other Post-Termination Benefits Except in cases of certain terminations following a change in control of the company, the company is generally not obligated to pay severance to executive officers upon termination of their employment; any such payments are at the discretion of the Committee. However, if the company enforces restrictive covenant agreements with certain executive officers, those officers would be entitled to post-termination payments (absent a change in control), as described and quantified in “Payments upon Termination or Change in Control” for the applicable named executive officers. The company has adopted change-in-control severance pay plans for nearly all employees, including executive officers. These plans aim to preserve employee morale and productivity and encourage retention amidst the potentially disruptive impact of an actual or rumored change in control. Furthermore, these plans are designed to align executive and shareholder interests by allowing executives to evaluate corporate transactions that may benefit shareholders and other company stakeholders without undue concern over their own employment security.

  82. Highlights of Our Change-in-Control Severance Plans

    Highlights of Our Change-in-Control Severance Plans •all regular employees are covered •double trigger required •no tax gross-ups •up to two-year pay protection •18-month benefit continuation Although benefit levels may differ depending on the employee’s job level and seniority, the basic elements of the plans are comparable for all eligible employees: •Double trigger: Unlike “single trigger” plans that pay out immediately upon a change in control, our plans require a “double trigger”—a change in control followed by a covered loss of employment within two years. This approach aligns with the plans’ intent to provide employees with financial protection upon loss of employment. For unvested equity, performance up to the date of the change in control is used to determine the number of shares earned under an award. However, vesting does not accelerate immediately upon a change in control. Instead, the performance-adjusted awards will convert to time-based restricted stock units that continue to vest following the transaction. Shares will pay out upon the earlier of the completion of the original award period; a covered termination; or if the successor entity does not assume, substitute, or otherwise replace the awards. •Covered terminations: Eligible employees may receive payments under the following conditions: if their employment is terminated within two years of the change in control, either (i) without cause by the company or (ii) for good reason by the employee, each as defined in the plans. For further details, including the definition of a change in control, please refer to the section “Compensation—Executive Compensation—Payments upon Termination or Change in Control”. •Employees who experience a covered termination: Employees will be provided up to two years of pay and 18 months of benefits continuation. These measures are designed to offer a safeguard for their income and essential benefits during a transitional period. Specifically: ◦Severance: Eligible employees who are terminated will receive a severance payment that ranges from six months to two years of their base salary. Eligible executives will receive a severance payment equal to two times their base salary and target bonus. ◦Benefits: Certain benefits, including health, dental, life insurance, and long-term disability coverage, will be maintained for 18 months post-termination, provided the individual does not become eligible for similar benefits with a new employer. Additionally, all employees will receive an extra two years of both age and years-of-service credit, which count towards eligibility for retiree medical and dental benefits. •Accelerated vesting of equity awards: Any unvested equity awards would vest at the time of a covered termination (i.e., a “double trigger” occurs). •Excise tax: In certain circumstances, an employee’s payments or other benefits resulting from a change in control may exceed limits established under Section 280G of the Internal Revenue Code. Should this occur, the employee would incur an excise tax in addition to the standard federal income tax. The company does not compensate employees for these additional taxes. However, if reducing the benefits related to the change in control to the 280G limit results in a higher after-tax benefit to the employee than retaining the full, unreduced benefit, the amount will be reduced accordingly.

  83. Summary Compensation Table

    Summary Compensation Table

  84. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | | Stock Awards ($) 1 | Non-Equity Incentive Plan Compensation ($) 2 | Change in Pension Value ($) 3 | All Other Compensation ($) 4 | Total Compensation ($) | | David A. Ricks | 2024 | $1,690,385 | — | | $19,749,324 | $5,705,049 | $1,746,483 | $351,685 | $29,242,926 | | Chair, President, and Chief Executive Officer | 2023 | $1,621,154 | — | | $18,840,250 | $4,401,433 | $1,439,822 | $263,073 | $26,565,732 | | | 2022 | $1,500,000 | — | | $16,981,250 | $2,700,000 | — | $216,885 | $21,398,135 | | Lucas Montarce Executive Vice President and Chief Financial Officer | 2024 | $664,639 | — | | $1,067,135 | $1,114,558 | $62,309 | $39,878 | $2,948,519 | | Daniel M. Skovronsky, M.D., Ph.D. | 2024 | $1,430,769 | — | | $7,499,895 | $3,219,230 | $281,870 | $206,980 | $12,638,744 | | Executive Vice President, Chief Scientific Officer and President, Lilly Research Laboratories and Lilly Immunology | 2023 | $1,330,769 | — | | $7,483,400 | $2,408,692 | $551,222 | $79,846 | $11,853,929 | | | 2022 | $1,201,923 | — | | $5,747,500 | $1,442,308 | — | $72,115 | $8,463,846 | | Anat Hakim | 2024 | $1,000,000 | — | | $3,950,071 | $2,250,000 | $211,521 | $66,834 | $7,478,426 | | Executive Vice President, General Counsel and Secretary | 2023 | $980,769 | — | | $3,952,500 | $1,775,192 | $239,430 | $58,846 | $7,006,737 | | | 2022 | $875,962 | — | | $3,135,000 | $1,051,154 | $146,792 | $52,558 | $5,261,466 | | Jake Van Naarden | 2024 | $890,385 | — | | $2,700,248 | $2,003,366 | $66,887 | $113,062 | $5,773,948 | | Executive Vice President and President, Loxo@Lilly | 2023 | $830,769 | — | | $2,424,200 | $1,503,692 | $78,013 | $49,846 | $4,886,520 | | | 2022 | $735,577 | — | | $1,933,250 | $882,692 | $26,178 | $44,135 | $3,621,832 | | Gordon Brooks Interim CFO and Group Vice President - Controller and Corporate Strategy | 2024 | $558,291 | $50,000 | 5 | $1,300,190 | $667,660 | $130,820 | $33,497 | $2,740,458 | | Anat Ashkenazi6 | 2024 | $634,039 | — | | $3,750,501 | — | $538,877 | $38,042 | $4,961,459 | | Executive Vice President and Chief Financial Officer | 2023 | $1,030,769 | — | | $3,689,000 | $1,865,692 | $951,950 | $61,846 | $7,599,257 | | | 2022 | $940,385 | — | | $3,135,000 | $1,128,462 | — | $56,423 | $5,260,270 |

  85. Summary Compensation Table

    1 This column includes the grant date fair value of all equity awards granted to named executive officers computed in accordance with FASB ASC Topic 718. See Note 12 of the consolidated financial statements in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for additional detail regarding assumptions underlying the valuation of equity awards. All values in the “Stock Awards” column were based upon the probable outcome of performance conditions as of the grant date, which vary year to year. The table below shows the target and maximum payouts (valuing the number of shares that would vest at each payout level using the grant date fair value) for the 2024-2026 shareholder value award and the 2024-2026 relative value award, each of which are included in the Summary Compensation Table above. All awards below will pay out in February 2027 and have a minimum payout of $0.

  86. Summary Compensation Table

    | | 2024-2026 SVA | | 2024-2026 RVA | | | Name | Target | Maximum | Target | Maximum | | Mr. Ricks | $9,875,000 | $19,750,000 | $9,875,000 | $19,750,000 | | Mr. Montarce | $266,667 | $533,334 | $266,667 | $533,334 | | Dr. Skovronsky | $3,750,000 | $7,500,000 | $3,750,000 | $7,500,000 | | Ms. Hakim | $1,975,000 | $3,950,000 | $1,975,000 | $3,950,000 | | Mr. Van Naarden | $1,350,000 | $2,700,000 | $1,350,000 | $2,700,000 | | Mr. Brooks | $200,000 | $400,000 | $200,000 | $400,000 | | Ms. Ashkenazi | — | — | — | — |

  87. Summary Compensation Table

    2 The amounts in this column reflect payments under the Bonus Plan for performance in the years represented. 3 The amounts in this column reflect the change in pension value, calculated by an actuary. The changes in pension values in 2024 were driven by changes in actuarial assumptions offset by pay changes and an additional year of credited service. The design of the pension benefit plan did not change. See the “Pension Benefits in 2024” table for information about the standard actuarial assumptions used. No named executive officer received preferential or above-market earnings on deferred compensation. 4 The amounts in this column include 401(k) and Nonqualified Savings Plan company matching contributions as follows: Mr. Ricks: $101,423; Mr. Montarce: $39,878; Dr. Skovronsky: $85,846; Ms. Hakim: $60,000; Mr. Van Naarden: $53,423; Mr. Brooks: $33,497; and Ms. Ashkenazi: $38,042. The amounts in this column also include $73,630 in costs related to security services for Mr. Ricks. For additional details, refer to the “Perquisites, Including Personal Security” section. Additionally, Lilly’s global executive leadership meeting took place in Paris in conjunction with the 2024 Olympic and Paralympic Games. In addition to business strategy sessions and leadership development events with Lilly employees, executives represented Lilly, an official Team USA partner, at various events surrounding the Olympic Games. As such, this column also includes (i) costs related to ancillary non-business travel or events associated with attendance at the Paris events for: Ms. Hakim, Mr. Ricks: $35,374, Dr. Skovronsky: $35,542, and Mr. Van Naarden: $32,682, and (ii) tax reimbursements for imputed income related to this trip for: Ms. Hakim, Mr. Ricks: $27,099, Dr. Skovronsky: $28,089, and Mr. Van Naarden: $26,957. The aggregate incremental costs for travel to the Paris events are calculated based on the methodology for use of the corporate aircraft described below. Furthermore, the value in this column for Mr. Ricks also includes $114,159 of aggregate incremental cost for his personal use of the corporate aircraft. The value for Dr. Skovronsky also reflects aggregate incremental cost of $27,503 for personal use of the corporate aircraft. The aggregate incremental costs for personal use of our aircraft are calculated based on our variable operating costs, which include crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, fuel, trip-related maintenance, and other smaller variable costs. Because most of the use of the corporate aircraft is for business purposes, fixed costs such as aircraft purchase costs, maintenance not related to personal trips, and flight crew salaries are not included. Finally, the value of company stock owned by Dr. Skovronsky exceeded the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (“HSR”) size-of-transaction threshold limits set forth in the HSR regulations. Accordingly, Dr. Skovronsky was required to make a filing under HSR in 2024. Due to his position at the company, he is not able to rely on the passive investor exemption contained in the HSR regulations. Without this filing, Dr. Skovronsky would not be able to participate in our long-term incentive program, and therefore the Committee determined that it was appropriate for the company to reimburse Dr. Skovronsky for such expenses. The HSR filing fee for Dr. Skovronsky in 2024 was $30,000. 5 Mr. Brooks received a cash retention award of $50,000 on September 23, 2024, which is repayable ratably over a two year retention period. 6 Ms. Ashkenazi’s awards, including both the annual bonus and equity awards, were forfeited when she exited the company on July 30, 2024.

  88. Grants of Plan-Based Awards During 2024

    Grants of Plan-Based Awards During 2024 The compensation framework detailed in the CD&A above encompasses the Bonus Plan, a non-equity incentive plan, and the Amended and Restated 2002 Lilly Stock Plan, under which Lilly provides all equity grants. To qualify for a shareholder value award or a relative value award payout, the recipient must either remain employed with the company through the end of the applicable performance period, retire after December 31 of the year of grant, or be terminated due to factors beyond his or her control, such as death, a plant closing, or workforce reduction. Additionally, annual awards to executive officers are typically bound by non-compete and non-solicitation covenants effective for one year following employment termination. Per the terms of the applicable award agreement, any breach of these covenants results in the immediate revocation of the award and forfeiture of any associated rights. No dividends accrue on shareholder value awards or relative value awards throughout the performance period.

  89. Grants of Plan-Based Awards During 2024

    | | Award | | Grant Date1 | Compensation Committee Action Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards 2 | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock or Option Awards: Number of Shares of Stock, Options, or Units | Grant Date Fair Value of Stock and Option Awards 3 | | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (# shares) | Target (# shares) | Maximum (# shares) | | | | Mr. Ricks | | | | | $633,894 | $2,535,578 | $6,338,944 | | | | | | | | 2024-2026 SVA | 4 | 2/12/2024 | 2/12/2024 | | | | 4,790 | 9,579 | 19,158 | | $9,874,704 | | | 2024-2026 RVA | 5 | 2/12/2024 | 2/12/2024 | | | | 4,463 | 8,925 | 17,850 | | $9,874,620 | | Mr. Montarce | | | | | $123,840 | $495,359 | $1,238,398 | | | | | | | | 2024-2026 SVA | 4 | 2/12/2024 | 2/12/2024 | | | | 130 | 259 | 518 | | $266,995 | | | 2024-2026 RVA | 5 | 2/12/2024 | 2/12/2024 | | | | 121 | 241 | 482 | | $266,642 | | | 2024 RSU 3YR | 6 | 2/12/2024 | 8/7/2023 | | | | | | | 371 | $266,664 | | | 2024 RSU 2YR | 6 | 2/12/2024 | 8/7/2023 | | | | | | | 368 | $266,833 | | Dr. Skovronsky | | | | | $357,692 | $1,430,769 | $3,576,923 | | | | | | | | 2024-2026 SVA | 4 | 2/12/2024 | 2/12/2024 | | | | 1,819 | 3,638 | 7,276 | | $3,750,305 | | | 2024-2026 RVA | 5 | 2/12/2024 | 2/12/2024 | | | | 1,695 | 3,389 | 6,778 | | $3,749,590 | | Ms. Hakim | | | | | $250,000 | $1,000,000 | $2,500,000 | | | | | | | | 2024-2026 SVA | 4 | 2/12/2024 | 2/12/2024 | | | | 958 | 1,916 | 3,832 | | $1,975,147 | | | 2024-2026 RVA | 5 | 2/12/2024 | 2/12/2024 | | | | 893 | 1,785 | 3,570 | | $1,974,924 | | Mr. Van Naarden | | | | | $222,596 | $890,385 | $2,225,963 | | | | | | | | 2024-2026 SVA | 4 | 2/12/2024 | 2/12/2024 | | | | 655 | 1,310 | 2,620 | | $1,350,440 | | | 2024-2026 RVA | 5 | 2/12/2024 | 2/12/2024 | | | | 610 | 1,220 | 2,440 | | $1,349,808 | | Mr. Brooks | | | | | $74,184 | $296,738 | $741,844 | | | | | | | | 2024-2026 SVA | 4 | 2/12/2024 | 2/12/2024 | | | | 97 | 194 | 388 | | $199,989 | | | 2024-2026 RVA | 5 | 2/12/2024 | 2/12/2024 | | | | 91 | 181 | 362 | | $200,258 | | | 2024 RSU 3YR | 6 | 2/12/2024 | 8/7/2023 | | | | | | | 278 | $199,818 | | | 2024 RSU 2YR | 6 | 2/12/2024 | 8/7/2023 | | | | | | | 276 | $200,125 | | | 2024 RSU 3YR, Special | 7 | 10/1/2024 | 9/11/2024 | | | | | | | 565.304 | $500,000 | | Ms. Ashkenazi | | | | | — | — | — | | | | | | | | 2024-2026 SVA | 4 | 2/12/2024 | 2/12/2024 | | | | — | — | — | | $1,875,153 | | | 2024-2026 RVA | 5 | 2/12/2024 | 2/12/2024 | | | | — | — | — | | $1,875,348 |

  90. Grants of Plan-Based Awards During 2024

    1 To assure grant timing is not manipulated for employee gain, the annual grant date is established in advance by the Committee. 2 These columns show the threshold, target and maximum payouts for performance under the Bonus Plan. The Bonus Plan payouts range from 0 to 250 percent of target. The Bonus Plan payout for 2024 performance was 225 percent of target. Actual payouts are shown in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” 3 The amounts in this column reflect the grant date fair value of the shareholder value awards and relative value awards computed in accordance with the requirements of ASC Topic 718 and were based upon the probable outcome of performance conditions. 4 This row shows the range of payouts for the 2024-2026 shareholder value awards. This shareholder value award will pay out in February 2027, with payouts ranging from 0 to 200 percent of target based on share price performance. 5 This row shows the range of payouts for the 2024-2026 relative value awards. This relative value award will pay out in February 2027, with payouts ranging from 0 to 200 percent of target based on relative TSR performance. 6 These grants were made within the normal annual cycle. Mr. Montarce and Mr. Brooks received restricted stock units as they were not executive officers on the grant date. The 2-year grants will vest on 2/16/2026, and the 3-year grants will vest on 2/16/2027. 7 This grant was made outside of the normal annual cycle and will vest on October 1, 2027. The grant was approved by the Executive Vice President, Chief People Officer.

  91. Outstanding Equity Awards on December 31, 2024

    Outstanding Equity Awards on December 31, 2024 The 2024 closing stock price used to calculate the values in the table below was $772.00.

  92. Outstanding Equity Awards on December 31, 2024

    | | | | Stock Awards | | | | | | | Name | Award | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Mr. Ricks | 2024-2026 SVA | | | | | 19,158 | 1 | $14,789,976 | | | 2023-2025 SVA | | | | | 39,024 | 2 | $30,126,528 | | | 2024-2026 RVA | | | | | 17,850 | 3 | $13,780,200 | | | 2023-2025 RVA | | | | | 31,442 | 4 | $24,273,224 | | | 2023-2025 PA | | 27,941 | 5 | $21,570,452 | | | | | | 2022-2024 PA | | 26,561 | 6 | $20,505,092 | | | | | Mr. Montarce | 2024-2026 SVA | | | | | 518 | 1 | $399,896 | | | 2023-2025 SVA | | | | | 1,118 | 2 | $863,096 | | | 2024-2026 RVA | | | | | 482 | 3 | $372,104 | | | 2023-2025 RVA | | | | | 1,006 | 4 | $776,632 | | | RSU | | 2,349 | 7 | $1,813,428 | | | | | Dr. Skovronsky | 2024-2026 SVA | | | | | 7,276 | 1 | $5,617,072 | | | 2023-2025 SVA | | | | | 15,500 | 2 | $11,966,000 | | | 2024-2026 RVA | | | | | 6,778 | 3 | $5,232,616 | | | 2023-2025 RVA | | | | | 12,490 | 4 | $9,642,280 | | | 2023-2025 PA | | 12,684 | 5 | $9,792,048 | | | | | | 2022-2024 PA | | 8,989 | 6 | $6,939,508 | | | | | Ms. Hakim | 2024-2026 SVA | | | | | 3,832 | 1 | $2,958,304 | | | 2023-2025 SVA | | | | | 8,186 | 2 | $6,319,592 | | | 2024-2026 RVA | | | | | 3,570 | 3 | $2,756,040 | | | 2023-2025 RVA | | | | | 6,596 | 4 | $5,092,112 | | | 2023-2025 PA | | 6,700 | 5 | $5,172,400 | | | | | | 2022-2024 PA | | 4,904 | 6 | $3,785,888 | | | | | Mr. Van Naarden | 2024-2026 SVA | | | | | 2,620 | 1 | $2,022,640 | | | 2023-2025 SVA | | | | | 5,022 | 2 | $3,876,984 | | | 2024-2026 RVA | | | | | 2,440 | 3 | $1,883,680 | | | 2023-2025 RVA | | | | | 4,046 | 4 | $3,123,512 | | | 2023-2025 PA | | 4,108 | 5 | $3,171,376 | | | | | | 2022-2024 PA | | 3,023 | 6 | $2,333,756 | | | | | Mr. Brooks | 2024-2026 SVA | | | | | 388 | 1 | $299,536 | | | 2023-2025 SVA | | | | | 838 | 2 | $646,936 | | | 2024-2026 RVA | | | | | 362 | 3 | $279,464 | | | 2023-2025 RVA | | | | | 754 | 4 | $582,088 | | | RSU | | 5,719 | 8 | $4,415,068 | | | | | Ms. Ashkenazi | None | 9 | | | | | | |

  93. Outstanding Equity Awards on December 31, 2024

    1 Shareholder value awards granted for the 2024-2026 performance period will vest on December 31, 2026. The number of shares reported reflects the maximum payout, which will be made if the average closing stock price in November and December 2026 exceeds $945.39. Actual payouts may vary from 0 to 200 percent of target. Net shares from any payout must be held by executive officers for a minimum of one year. Had the performance period ended December 31, 2024, the payout would have been at 129 percent of target. 2 Shareholder value awards granted for the 2023-2025 performance period will vest on December 31, 2025. The number of shares reported reflects the maximum payout, which will be made if the average closing stock price in November and December 2025 exceeds $584.73. Actual payouts may vary from 0 to 200 percent of target. Net shares from any payout must be held by executive officers for a minimum of one year. Had the performance period ended December 31, 2024, the payout would have been 175 percent of target. 3 Relative value awards granted for the 2024-2026 performance period will vest on December 31, 2026. The number of shares reported reflects the maximum payout, which will be paid if Lilly’s absolute TSR exceeds the median peer absolute TSR by 30 percentage points or more at the end of the performance period. Net shares from any payout must be held by executive officers for a minimum of one year. Had the performance period ended December 31, 2024, the payout would have been 200 percent of target. 4 Relative value awards granted for the 2023-2025 performance period will vest on December 31, 2025. The number of shares reported reflects the maximum payout, which will be paid if Lilly’s absolute TSR exceeds the median peer absolute TSR by 30 percentage points or more at the end of the performance period. Net shares from any payout must be held by executive officers for a minimum of one year. Had the performance period ended December 31, 2024, the payout would have been 175 percent of target. 5 The performance period ended December 31, 2024, for the 2023-2025 performance award, resulting in the issuance of restricted stock units that will vest on February 1, 2026. 6 The performance period ended December 31, 2023 for the 2022-2024 performance award, resulting in the issuance of restricted stock units that vested on February 1, 2025. 7 These grants were made outside of the normal annual cycle. 1,610 units were granted in November 2020 and will vest in November 2026; 368 units were granted in February 2024 and will vest in February 2026; and 371 units were granted in February 2024 and will vest in February 2027. 8 These grants were made outside of the normal annual cycle. 4,600 units were granted in November 2020 and will vest in November 2026; 276 units were granted in February 2024 and will vest in February 2026; 278 units were granted in February 2024 and will vest in February 2027; 565.304 units were granted in October 2024 and will vest in November 2027. 9 Ms. Ashkenazi forfeited all equity awards following her exit from the company on July 30, 2024.

  94. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  95. Option Exercises and Stock Vested in 2024

    | | Stock Awards | | | | Name | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)1 | | Mr. Ricks | 29,611 | 2 | $19,117,158 | | | 56,651 | 3 | $49,222,921 | | | 43,274 | 4 | $37,599,913 | | Mr. Montarce | 1,141 | 3 | $1,071,981 | | | 1,234 | 4 | $991,392 | | | 2,382 | 5 | $2,069,672 | | | 1,074 | 6 | $879,531 | | Dr. Skovronsky | 9,941 | 2 | $6,418,009 | | | 19,175 | 3 | $16,660,557 | | | 14,648 | 4 | $12,726,920 | | Ms. Hakim | 4,442 | 2 | $3,859,565 | | | 10,458 | 3 | $9,086,747 | | | 7,989 | 4 | $6,941,265 | | Mr. Van Naarden | 4,926 | 3 | $4,280,320 | | | 6,449 | 4 | $5,603,190 | | | 3,618 | 7 | $2,962,889 | | Mr. Brooks | 977 | 3 | $848,461 | | | 903 | 4 | $784,599 | | | 1,786 | 5 | $1,551,820 | | | 3,067 | 6 | $2,511,658 | | Ms. Ashkenazi | — | 8 | — |

  96. Option Exercises and Stock Vested in 2024

    1 Amounts reflect the market value of Lilly stock on the day value was realized. 2 Restricted stock units resulting from the 2021-2023 performance award that vested in February 2024. 3 Payout of the 2022-2024 shareholder value award at 175 percent of target. 4 Payout of the 2022-2024 relative value award at 175 percent of target. 5 Payout of the 2023-2024 performance award at 200 percent of target. 6 Restricted stock units granted off-cycle in November 2020 that vested in November 2024. 7 Restricted stock units granted off-cycle in December 2021 that vested in February 2024. 8 Ms. Ashkenazi forfeited all equity awards following her exit from the company on July 30, 2024.

  97. Pension Benefits in 2024

    Pension Benefits in 2024

  98. Pension Benefits in 2024

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) 1 | Payments During Last Fiscal Year ($) | | Mr. Ricks | Retirement Plan (pre-2010) | 14 | $711,389 | | | | Retirement Plan (post-2009) | 15 | $450,913 | | | | Nonqualified Plan (pre-2010) | 14 | $10,659,435 | | | | Nonqualified Plan (post-2009) | 15 | $6,613,782 | | | | total | | $18,435,519 | — | | Mr. Montarce | Retirement Plan (post-2009) | 8 | $141,124 | | | | Nonqualified Plan (post-2009) | 8 | $219,651 | | | | total | | $360,775 | — | | Dr. Skovronsky | Retirement Plan (post-2009) | 12 | $264,343 | | | | Nonqualified Plan (post-2009) | 12 | $2,044,188 | | | | total | | $2,308,531 | — | | Ms. Hakim | Retirement Plan (post-2009) | 5 | $138,638 | | | | Nonqualified Plan (post-2009) | 5 | $645,906 | | | | total | | $784,544 | — | | Mr. Van Naarden | Retirement Plan (post-2009) | 3 | $37,721 | | | | Nonqualified Plan (post-2009) | 3 | $150,266 | | | | total | | $187,987 | — | | Mr. Brooks | Retirement Plan (pre-2010) | 14 | $781,249 | | | | Retirement Plan (post-2009) | 15 | $402,826 | | | | Nonqualified Plan (pre-2010) | 14 | $1,346,064 | | | | Nonqualified Plan (post-2009) | 15 | $675,754 | | | | total | | $3,205,893 | — | | Ms. Ashkenazi | Retirement Plan (pre-2010) | 9 | $352,876 | | | | Retirement Plan (post-2009) | 15 | $322,718 | | | | Nonqualified Plan (pre-2010) | 9 | $1,614,975 | | | | Nonqualified Plan (post-2009) | 15 | $1,482,518 | | | | total | | $3,773,087 | — |

  99. Pension Benefits in 2024

    1 The following standard actuarial assumptions were used to calculate the present value of each individual’s accumulated pension benefit:

  100. Pension Benefits in 2024

    | Discount rate: | 5.80 percent for the qualified plan and 5.71 percent for nonqualified plan | | Mortality (post-retirement decrement only): | Private 2012 white collar table with generational projection using Scale MP-2021 | | Pre-2010 joint and survivor benefit (% of pension): | 50 percent until age 62; 25 percent thereafter | | Post-2009 benefit payment form: | Life annuity |

  101. Pension Benefits in 2024

    The Retirement Plan benefits shown in the table are net present values. The benefits are not payable as a lump sum; they are generally paid as a monthly annuity for the life of the retiree and, if elected, any qualifying survivor. The annual benefit under the Retirement Plan is calculated using years of service and the average of the annual earnings (salary plus bonus) for the highest five out of the last 10 calendar years of service (final average earnings). Post-2009 Plan Information: Following amendment of our Retirement Plan formulas, employees first hired on or after February 1, 2008 have accrued retirement benefits only under the new plan formula. Employees hired before that date have accrued benefits under both the old and new plan formulas. All eligible employees, including those hired on or after February 1, 2008, can currently retire at age 65 with at least five years of service and receive an unreduced benefit. The annual benefit under the new plan formula is equal to 1.2 percent of final average earnings multiplied by years of service. Early retirement benefits under this plan formula are reduced 6 percent for each year under age 65. Transition benefits were afforded to employees with 50 points (age plus service) or more as of December 31, 2009. These benefits were intended to ease the transition to the new retirement formula for those employees who were closer to retirement or had been with the company longer at the time the plan was changed. For the transition group, early retirement benefits are reduced 3 percent for each year from age 65 to age 60 and 6 percent for each year under age 60. Mr. Ricks, Ms. Ashkenazi, and Mr. Brooks are in this transition group. Pre-2010 Plan Information: Employees hired prior to February 1, 2008 accrued benefits under both plan formulas. For these employees, benefits that accrued before January 1, 2010 were calculated under the old plan formula. The amount of the benefit is calculated using actual years of service through December 31, 2009, while total years of service are used to determine eligibility and early retirement reductions. The benefit amount is increased (but not decreased) proportionately based on final average earnings at termination compared to final average earnings on December 31, 2009. Full retirement benefits are earned by employees with 90 or more points (the sum of his or her age plus years of service). Employees electing early retirement receive reduced benefits as described below: •The benefit for employees with between 80 and 90 points is reduced by 3 percent for each year before the earlier of 90 points or age 62. •The benefit for employees who have fewer than 80 points, but who reached age 55 and have at least 10 years of service, is reduced as described above and is further reduced by 6 percent for each year before the earlier of 80 points or age 65.

  102. Nonqualified Deferred Compensation in 2024

    Nonqualified Deferred Compensation in 2024

  103. Nonqualified Deferred Compensation in 2024

    | Name | Plan | Executive Contributions in Last Fiscal Year ($)1 | Registrant Contributions in Last Fiscal Year ($)2 | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($)3 | | Mr. Ricks | Nonqualified Savings Plan | $80,723 | $80,723 | $2,134,217 | — | $8,912,806 | | | Deferred Compensation Plan | — | — | — | — | — | | | total | $80,723 | $80,723 | $2,134,217 | — | $8,912,806 | | Mr. Montarce | Nonqualified Savings Plan | $19,178 | $19,178 | $6,851 | — | $137,100 | | | Deferred Compensation Plan | — | — | — | — | — | | | total | $19,178 | $19,178 | $6,851 | — | $137,100 | | Dr. Skovronsky | Nonqualified Savings Plan | $65,146 | $65,146 | $293,780 | — | $1,625,773 | | | Deferred Compensation Plan | — | — | — | — | — | | | total | $65,146 | $65,146 | $293,780 | — | $1,625,773 | | Ms. Hakim | Nonqualified Savings Plan | $39,300 | $39,300 | $75,903 | — | $458,357 | | | Deferred Compensation Plan | — | — | — | — | — | | | total | $39,300 | $39,300 | $75,903 | — | $458,357 | | Mr. Van Naarden | Nonqualified Savings Plan | $32,723 | $32,723 | $26,280 | — | $244,777 | | | Deferred Compensation Plan | — | — | — | — | — | | | total | $32,723 | $32,723 | $26,280 | — | $244,777 | | Mr. Brooks | Nonqualified Savings Plan | $12,797 | $12,797 | $188,552 | — | $890,082 | | | Deferred Compensation Plan | — | — | — | — | — | | | total | $12,797 | $12,797 | $188,552 | — | $890,082 | | Ms. Ashkenazi | Nonqualified Savings Plan | $17,342 | $17,342 | $48,069 | — | $488,714 | | | Deferred Compensation Plan | — | — | $54,886 | — | $986,744 | | | total | $17,342 | $17,342 | $102,956 | — | $1,475,458 |

  104. Nonqualified Deferred Compensation in 2024

    1 The amounts in this column are also included in the Summary Compensation Table (SCT) in the “Salary” column (with respect to the Nonqualified Savings Plan) or the “Non-Equity Incentive Plan Compensation” column (with respect to the Deferred Compensation Plan). 2 The amounts in this column are also included in the SCT in the “All Other Compensation” column as a portion of the Nonqualified Savings Plan company match. 3 Of the totals in this column, the following amounts have previously been reported in the SCT for 2024 and previous years:

  105. Nonqualified Deferred Compensation in 2024

    | Name | 2024 ($) | Previous Years ($) | Total ($) | | Mr. Ricks | $161,446 | $990,954 | $1,152,400 | | Mr. Montarce | $38,357 | — | $38,357 | | Dr. Skovronsky | $130,293 | $537,701 | $667,994 | | Ms. Hakim | $78,600 | $146,609 | $225,209 | | Mr. Van Naarden | $65,446 | $136,685 | $202,131 | | Mr. Brooks | $25,595 | — | $25,595 | | Ms. Ashkenazi | $34,685 | $1,099,047 | $1,133,732 |

  106. Nonqualified Deferred Compensation in 2024

    The table above reports information about two company programs: the Nonqualified Savings Plan and the Deferred Compensation Plan. The Nonqualified Savings Plan is designed to allow each employee to contribute up to 6 percent of his or her base salary and receive a company match, beyond the contribution limits prescribed by the IRS with regards to 401(k) plans. This plan is administered in the same manner as the 401(k) Plan, with the same participation and investment elections. Executive officers and other U.S. executives may also defer receipt of all or part of their cash compensation under the Deferred Compensation Plan. Amounts deferred by executives under this plan are credited with interest at 120 percent of the applicable federal long-term rate as established the preceding December by the U.S. Treasury Department under Section 1274(d) of the Internal Revenue Code with monthly compounding, which was 5.89 percent for 2024 and is 5.32 percent for 2025. Participants may elect to receive the funds in a lump sum or in up to 10 annual installments following termination of employment but may not make withdrawals while employed by the company, except in the event of hardship as approved by the Committee. All deferral elections and associated distribution schedules are irrevocable. Both plans are unfunded and subject to forfeiture in the event of company bankruptcy.

  107. Payments upon Termination or Change in Control (as of December 31, 2024)

    Payments upon Termination or Change in Control (as of December 31, 2024) The following table and accompanying narrative describe the potential payments and benefits under the company’s compensation and benefit plans and arrangements to which the named executive officers would be eligible upon covered termination of employment. Except for certain terminations following a change in control of the company, as described below, there are no agreements, arrangements, or plans that entitle named executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment. Any agreement to provide such payments or benefits to a terminating executive officer (other than following a change in control pursuant to our change-in-control severance plan) would be at the discretion of the Committee. Ms. Ashkenazi, who exited from the company on July 30, 2024, has been excluded from this table.

  108. Payments upon Termination or Change in Control (as of December 31, 2024)

    | Name | | Cash Severance Payment 1 | Continuation of Medical / Welfare Benefits (present value) 2 | Acceleration and Continuation of Equity Awards as of 12/31/2024 | Total Termination Benefits | | Mr. Ricks | | | | | | | • | Retirement or Involuntary termination | — | — | $45,156,596 | $45,156,596 | | • | Involuntary or good-reason termination after change in control | $8,500,000 | $53,947 | $122,876,083 | $131,430,030 | | Mr. Montarce | | | | | | | • | Retirement or Involuntary termination | — | — | $3,652,332 | $3,652,332 | | • | Involuntary or good-reason termination after change in control | $4,000,000 | $65,124 | $5,922,097 | $9,987,221 | | Dr. Skovronsky | | | | | | | • | Retirement or Involuntary termination | — | — | $16,731,556 | $16,731,556 | | • | Involuntary or good-reason termination after change in control | $5,800,000 | $54,113 | $47,195,463 | $53,049,576 | | Ms. Hakim | | | | | | | • | Retirement or Involuntary termination | — | — | $8,958,288 | $8,958,288 | | • | Involuntary or good-reason termination after change in control | $4,000,000 | $65,543 | $25,034,138 | $29,099,681 | | Mr. Van Naarden | | | | | | | • | Retirement or Involuntary termination | — | — | $5,505,132 | $5,505,132 | | • | Involuntary or good-reason termination after change in control | $3,600,000 | $65,124 | $15,693,911 | $19,359,035 |

  109. Payments upon Termination or Change in Control (as of December 31, 2024)

    | Name | | Cash Severance Payment 1 | Continuation of Medical / Welfare Benefits (present value) 2 | Acceleration and Continuation of Equity Awards as of 12/31/2024 | Total Termination Benefits | | Mr. Brooks | | | | | | | • | Retirement or Involuntary termination | — | — | $5,794,095 | $5,794,095 | | • | Involuntary or good-reason termination after change in control | $1,746,599 | $54,113 | $7,495,783 | $9,296,495 |

  110. Payments upon Termination or Change in Control (as of December 31, 2024)

    1 See “Change-in-Control Severance Pay Plan—Cash Severance Payment” below. The table above assumes that the company does not elect to enforce Non-Compete Payment Agreements with Dr. Skovronsky and Mr. Van Naarden, under which they may receive up to $5 million and $3 million (less applicable reductions by the Company and deductions required by law for the payment of wages), respectively, in exchange for their restrictive covenant obligations. 2 See “Accrued Pay and Regular Retirement Benefits” and “Change-in-Control Severance Pay Plan—Continuation of Medical and Welfare Benefits” below. Accrued Pay and Regular Retirement Benefits: The amounts shown in the table above do not include certain payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include: •accrued salary and vacation pay; •regular pension benefits under the Retirement Plan and the Nonqualified Pension Plan. See “Retirement Benefits” above; •welfare benefits provided to eligible U.S. retirees, including retiree medical and dental insurance. The amounts shown in the table above as “Continuation of Medical/Welfare Benefits” are explained below; and •distributions of plan balances under the 401(k) Plan, the Nonqualified Savings Plan, and the Deferred Compensation Plan. See the narrative following the Nonqualified Deferred Compensation in 2024 table for information about these plans. Death and Disability: A termination of employment due to death or disability does not entitle named executive officers to any payments or benefits that are not available to U.S. employees generally. Termination for Cause: Executives terminated for cause receive no severance or enhanced benefits and forfeit any unvested equity grants. Equity Acceleration: Pursuant to the award agreements granted under the Amended and Restated 2022 Lilly Stock Plan, in the event an applicable transaction occurs prior to the end of the applicable performance period, the unvested equity awards would convert into restricted stock units of the new company, with the number of shares earned under the awards based on the accrued performance at the time of the transaction. The restricted stock units will continue to vest and pay out upon the earlier of the completion of the original award period; upon a covered termination; or if the successor entity does not assume, substitute, or otherwise replace the award. Change-in-Control Severance Pay Plan: As described in the CD&A under “Other Compensation Practices and Information—Severance Benefits,” the company maintains a change-in-control severance pay plan for nearly all employees, including the named executive officers. The change-in-control plan for executive officers defines a change in control specifically, but generally the terms include the occurrence of one of the following: (i) acquisition by any person of 20 percent or more of the company’s stock; (ii) replacement by the shareholders of one-half or more of the board of directors; (iii) consummation of a merger, share exchange, or consolidation of the company (other than a transaction that results in the Lilly shareholders prior to the transaction continuing to hold more than 60 percent of the voting stock of the combined entity); or (iv) complete liquidation of the company or sale or disposition of all or substantially all of its assets (other than a sale or disposition to any subsidiary of the company). The amounts shown in the table above for “involuntary or good-reason termination after change in control” are based on the following assumptions and plan provisions and are conditioned upon the executive’s execution and non-revocation of a general release of claims: •Covered terminations. The table assumes a termination of employment that is eligible for severance under the terms of the plan, based on the named executive officer’s compensation, benefits, age, and service credit on December 31, 2024. Eligible terminations include an involuntary termination for reasons other than “cause” or a voluntary termination by the executive for “good reason,” each as defined in the plan, within two years following the change in control. –A termination of an executive officer by the company is for “cause,” in general, if it is for any of the following reasons: (i) the employee’s willful refusal to perform, without legal cause, his or her material duties, resulting in demonstrable economic harm to the company or participating employers; (ii) any act of fraud, dishonesty, or gross misconduct resulting in significant economic harm or other significant harm to the company or participating employers or to the business reputation of the company or participating employers; or (iii) conviction by a court of competent jurisdiction of any crime (or the entering of a plea of guilty or nolo contendere to a charge of any crime) constituting a felony. –A termination by the executive officer is for “good reason,” in general, if it results from: (i) a material diminution in the nature or status of the executive’s position, title, reporting relationship, duties, responsibilities, or authority, or the assignment to him or her of additional responsibilities that materially increase his or her workload; (ii) any reduction in the executive’s then-current base salary; (iii) a material reduction in the executive’s opportunities to earn incentive bonuses below those in effect for the year prior to the change in control; (iv) a material reduction in the executive’s employee benefits from the benefit levels in effect immediately prior to the change in control; (v) the failure to grant to the executive stock options, stock units, performance shares, or similar incentive rights during each 12-month period following the change in control on the basis of a number of shares or units and all other material terms at least as favorable to the executive as those rights granted to him or her on an annualized average basis for the three-year period immediately prior to the change in control; (vi) relocation of the executive by more than 50 miles from his or her regularly assigned workplace in effect immediately prior to the change in control; or (vii) any failure by a successor entity to the company in connection with a change in control to assume the obligations of the company under the plan, or any attempted amendment, termination or repudiation of the plan by such successor entity. •Cash severance payment. The cash severance payment amounts, in general, equal two times the sum of the executive officer's annual base salary and target bonus, to be paid in a lump sum. •Continuation of medical and welfare benefits. This amount represents the present value of the change-in-control plan’s provision, following a covered termination, of 18 months of continued coverage equivalent to the company’s current active employee medical, dental, group life, company-provided death benefit, and long-term disability insurance. Similar actuarial assumptions to those used to calculate incremental pension benefits apply to the calculation for continuation of medical and welfare benefits, with the addition of actual COBRA rates based on current benefit elections. In addition, the executive will receive two years of additional age and service credit for eligibility purposes under the retiree medical plan. •Excise taxes. Upon a change in control, employees may be subject to certain excise taxes under Section 280G of the Internal Revenue Code. The company does not reimburse the affected employees for those excise taxes or any income taxes payable by the employee. To reduce the employee’s exposure to potential excise taxes, the employee’s change in control benefit would be decreased to maximize the after-tax benefit to the individual.

  111. Payments upon Termination or Change in Control (as of December 31, 2024)

    •Payments upon Change in Control Alone. The change-in-control plan is a “double trigger” plan, meaning payments are made only if the employee suffers a covered termination of employment within two years following the change in control, or in the case of equity awards, if the successor entity does not assume, substitute, or otherwise replace the awards.

  112. CEO Pay Ratio

    CEO Pay Ratio Lilly’s compensation and benefits philosophy is designed to recognize and reward all employees who contribute to the company’s success. We are committed to ensuring that every Lilly employee’s pay reflects his or her job impact and responsibilities and remains competitive within our industry. Our dedication to pay equity is essential for fostering a diverse workforce and providing opportunities for growth, development and contribution for all employees. The table below discloses the 2024 annual total compensation for our CEO and median paid employee:

  113. CEO Pay Ratio

    | CEO Pay Ratio: | | | CEO Annual Total Compensation* | $29,242,926 | | Median Employee Annual Total Compensation | $120,574 | | CEO to Median Employee Pay Ratio | 243:1 | | *This annual total compensation is the SCT amount. | |

  114. CEO Pay Ratio

    Methodology: •Measurement Date: The median employee was identified from our employee population as of October 31, 2024. Lilly employed approximately 47,000 individuals globally, with approximately 21,500 in the United States and approximately 25,500 internationally. •Identification of Median Employee: In compliance with SEC regulations, we utilized a “consistently applied compensation measure” (CACM) to determine the median employee. This involved examining annual base pay, target bonus opportunity, and the grant date fair value for annual equity awards. Part-time employees’ compensation was not adjusted to full-time equivalents. •De Minimis Exception: Lilly has employees in 65 countries. In identifying the median employee, we excluded 331 workers in the following nine countries, representing less than 1 percent of our workforce: Bahrain, Costa Rica, Egypt, Greece, Kuwait, Pakistan, Qatar, Russia, and United Arab Emirates. •Calculated CEO Pay Ratio: After applying our CACM and accounting for the exclusions mentioned, we identified the median employee. We then calculated the median employee’s total annual compensation following SCT requirements.

  115. Pay versus Performance

    Pay versus Performance The Committee manages compensation programs that strategically attract, retain, motivate, and reward our employees. Our compensation approach aligns executive pay with shareholder interests and is directly tied to a blend of short-term and long-term performance indicators. In 2024, incentive pay made up 93 percent of our CEO’s target compensation and, on average, 84 percent of the target compensation for other named executive officers. High utilization of incentive compensation means total pay can rise and fall as leaders exceed or miss performance targets set by the Committee. Significant underperformance results in most awards delivering no payout. Mr. Ricks was the principle executive officer (PEO) for the entire five-year period represented in the table. However, non-PEO average compensation actually paid (CAP) was impacted by the shifting of non-PEO membership and the cancellation of compensation for the company’s former CFOs, who departed during the 2021 and 2024 reporting years. The impact was most pronounced in 2024, when the compensation for the interim CFO (Mr. Brooks) was included in the non-PEO NEO average.

  116. Pay versus Performance

    | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year1 | Summary Compensation Table Total for PEO2 | Compensation Actually Paid to PEO3 | Average Summary Compensation Table Total for Non-PEO NEOs4 | | Average Compensation Actually Paid to Non-PEO NEOs3 | Total Shareholder Return5 | Peer Group Total Shareholder Return5 | Net Income ($ millions) | Company Selected Measure (CSM) –Adjusted Non-GAAP EPS6 | | 2024 | $29,242,926 | $80,583,515 | $6,090,259 | 7 | ($929,092) | $626.69 | $132.19 | $10,590 | $16.51 | | 2023 | $26,565,732 | $120,865,280 | $7,836,611 | 8 | $27,249,897 | $470.13 | $132.57 | $5,240 | $10.42 | | 2022 | $21,398,135 | $64,088,705 | $5,769,810 | 8 | $13,893,269 | $292.18 | $133.61 | $6,245 | $8.84 | | 2021 | $21,509,985 | $75,705,116 | $4,730,690 | 10 | $4,563,545 | $217.66 | $121.90 | $5,582 | $8.25 | | 2020 | $23,708,629 | $51,253,831 | $6,787,934 | 11 | $10,732,708 | $131.06 | $102.07 | $6,194 | $6.89 |

  117. Pay versus Performance

    1 Calculations for the PEO Compensation Actually Paid (CAP) and for Average Non-PEO NEO CAP do not reflect the actual amount of compensation earned by or paid to our NEOs. The amounts are based on valuation assumptions required by the SEC under Item 402(v) of Regulation S-K. The value realized from unvested awards, if any, will be determined when the awards fully vest and settle. 2 The PEO Summary Compensation Table (SCT) to compensation actually paid reconciliation is summarized in the following table:

  118. Pay versus Performance

    | Year | SCT Total Compensation for PEO | SCT Change in Pension Value | Pension Service Cost | SCT Equity Value | Change in Value: Equity Granted in Current Year | Change in Value: Unvested Equity | Final Value: Vested Equity | Compensation Actually Paid to PEO | | | a | b | c | d | e | f | g | a-b+c-d+e+f+g | | 2024 | $29,242,926 | $1,746,483 | $523,751 | $19,749,324 | $(32,793,300) | $(16,377,494) | $121,483,439 | $80,583,515 | | 2023 | $26,565,732 | $1,439,822 | $491,959 | $18,840,250 | $20,443,264 | $36,659,046 | $56,985,351 | $120,865,280 | | 2022 | $21,398,135 | — | $623,346 | $16,981,250 | $10,443,998 | $(2,718,134) | $51,322,610 | $64,088,705 | | 2021 | $21,509,985 | $2,442,235 | $680,872 | $14,966,000 | $3,627,520 | $17,758,456 | $49,536,518 | $75,705,116 | | 2020 | $23,708,629 | $5,883,924 | $660,302 | $13,587,500 | $4,409,485 | $(7,739,531) | $49,686,370 | $51,253,831 |

  119. Pay versus Performance

    3 When calculating the CAP amounts, the fair value or change in fair value, as applicable, of the equity awards included in such calculations was computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the fair values did not materially differ from what was used at the time of grant. 4 The Non-PEO NEO Summary Compensation Table (SCT) to compensation actually paid reconciliation is summarized in the following table:

  120. Pay versus Performance

    | Year | Average SCT Total Compensation for Non-PEO NEOs | Average SCT Change in Pension Value | Average Pension Service Cost | Average SCT Equity Value | Average Change in Value: Equity Granted in Current Year | Average Change in Value: Unvested Equity | Average Final Value: Vested Equity | Average Compensation Actually Paid to Non-PEO NEOs | | | a | b | c | d | e | f | g | a-b+c-d+e+f+g | | 2024 | $6,090,259 | $215,381 | $159,259 | $3,378,006 | $(6,930,869) | $(7,775,892) | $11,121,538 | $(929,092) | | 2023 | $7,836,611 | $455,154 | $159,626 | $4,387,275 | $5,693,252 | $9,514,261 | $8,888,576 | $27,249,897 | | 2022 | $5,769,810 | $93,171 | $185,293 | $3,553,000 | $2,494,818 | $1,188,603 | $7,900,916 | $13,893,269 | | 2021 | $4,730,690 | $159,911 | $135,445 | $3,115,360 | $1,276,786 | $861,413 | $834,482 | $4,563,545 | | 2020 | $6,787,934 | $1,448,154 | $187,254 | $3,665,898 | $2,289,092 | $(505,850) | $7,088,331 | $10,732,708 |

  121. Pay versus Performance

    5 The company’s TSR and the company’s peer group TSR in these columns is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used for calculating Peer Group Total Shareholder Return for each applicable fiscal year is the same peer group that was used by the company for benchmarking compensation, setting the growth goals for the performance award and for determining relative total shareholder return performance for the relative value award. 6 For pay versus performance analysis, adjusted non-GAAP EPS is consistent with the adjusted non-GAAP EPS values for performance awards in Appendix A, “Summary of Adjustments Related to the Annual Cash Bonus and Performance Award.” 7 The average CAP for 2024 comprised compensation for Mr. Montarce, Dr. Skovronsky, Ms. Hakim, Mr. Van Naarden, Mr. Brooks, and Ms. Ashkenazi. Mr. Montarce assumed the CFO role on September 9, 2024, following Ms. Ashkenazi’s exit from the company on July 30, 2024. Mr. Brooks took on the expanded role of interim Chief Financial Officer from July 15, 2024 through September 8, 2024, following Ms. Ashkenazi’s exit and preceding Mr. Montarce’s effective date in the CFO role. 8 The average CAP for 2023 comprised compensation for Ms. Ashkenazi, Dr. Skovronsky, Ms. Hakim, and Mr. Van Naarden. 9 The average CAP for 2022 comprised compensation for Ms. Ashkenazi, Dr. Skovronsky, Ms. Hakim, and Mr. Jonsson. 10 The average CAP for 2021 comprised compensation for Ms. Ashkenazi, Dr. Skovronsky, Mr. Van Naarden, Mr. Rau, and Mr. Smiley. Ms. Ashkenazi succeeded Mr. Smiley as CFO on February 9, 2021 when Mr. Smiley resigned his position. 11 The average CAP for 2020 comprised compensation for Mr. Smiley, Dr. Skovronsky, Ms. Hakim, and Mr. Zulueta.

  122. Pay versus Performance: Conclusions

    Pay versus Performance: Conclusions The Committee believes in pay for performance and has structured the Lilly compensation programs to reward leaders when the company is delivering strong results. Lilly has had strong cumulative TSR, EPS and revenue growth over the immediately preceding five-year period. As a result of this strong performance, shareholders have been rewarded with significant total stock returns, and leadership has been rewarded with above target payouts from their incentive compensation programs.