DEF 14A of Eli Lilly & Co

Filed Mar 20, 2026 · FY20250000059478-26-000029

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Table of Contents
| | Frequently Referenced Topics | | | Director Biographies | | 10 | | Director Skills Matrix | | 23 | | Director Compensation | | 26 | | Board Leadership Structure | | 29 | | Board and Committee Oversight of: | | | | Sustainability | | 37 | | Cybersecurity | | 37 | | Artificial Intelligence | | 37 | | Political Activities | | 37 | | Human Capital Management | | 38 | | Transactions with Related Persons | | 39 | | Share Ownership and Retention Guidelines | | 58 | | Compensation Recovery Policy (Clawback) | | 58 |
Director Nominee Snapshot
Director Nominee Snapshot
Director Nominee Snapshot
| | Name | Age | Director Since | Other Public Boards | Principal Occupation | Committee Membership | | | Carolyn Bertozzi Independent Director | 59 | 2025 | 1 | Professor of Chemistry, Stanford University; Investigator, Howard Hughes Medical Institute | üEthics and Compliance ü Science and Technology | | | William Kaelin, Jr. Independent Director | 68 | 2012 | 1 | Sidney Farber Professor of Medicine, Harvard Medical School; Professor, Dana-Farber Cancer Institute; Investigator, Howard Hughes Medical Institute | ü Directors and Corporate Governance ü Science and Technology (Chair) | | | Jon Moeller Independent Director | 61 | 2024 | 1 | Executive Chairman, Former Chairman, President and Chief Executive Officer, The Procter & Gamble Company | ü Audit ü Directors and Corporate Governance | | | David Ricks President, CEO and Chair | 58 | 2017 | 1 | Chair, President and Chief Executive Officer, Eli Lilly and Company | |
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.
Item 1. Election of Directors
| Nominees | | | | | | | | | | Carolyn Bertozzi Independent Director | William Kaelin, Jr. Independent Director | Jon Moeller Independent Director | David Ricks President, CEO and Chair |
Item 1. Election of Directors
The term for directors to be elected this year will expire at the annual meeting of shareholders held in 2029. 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.
Item 1. Election of Directors
| | | RECOMMENDATION FOR | | The board recommends that you vote FOR the election of each of the board’s nominees, Carolyn Bertozzi, William Kaelin, Jr., Jon Moeller, and David Ricks to serve as directors until our 2029 annual meeting of shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal. | | |
Item 1. Election of Directors
Director Biographies: Set forth below is information, as of March 20, 2026, 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.
Item 1. Election of Directors
| | | | | | Carolyn R. Bertozzi, Ph.D. | | | | | KEY EXPERIENCE AND QUALIFICATIONS | | | | Dr. Bertozzi is a world-renowned Nobel Laureate, scientist, academician, and pioneer in chemical biology who provides valuable leadership to the board's oversight of Lilly's discovery and development programs. •Dr. Bertozzi has decades of groundbreaking research experience, offering a valuable perspective and resource to the board and management in pharmaceutical research and discovery across multiple therapeutic areas. •Through her work founding and advising various biotechnology companies, Dr. Bertozzi has a deep understanding of the challenges, perspectives, and opportunities for translating basic scientific research into therapeutic application. •Dr. Bertozzi also brings commercialization experience to the board through her work founding biotechnology companies and leadership roles in more than a dozen academic and scientific advisory boards and life sciences companies, bridging academic discovery and pharmaceutical innovation. | | Age: 59 Director Since: 2025 Board Committees: –Ethics and Compliance –Science and Technology Other Public Boards: –OmniAb, Inc. Recent Prior Public Boards: –Alnylam Pharmaceuticals, Inc. Key Skills: | | | | | | CAREER HIGHLIGHTS •Stanford University –Anne T. and Robert M. Bass Professor of Chemistry, Professor of Chemical and Systems Biology and Radiology by courtesy (2015 - present) –Baker Family Director of Sarafan ChEM-H (2017 - present) •Howard Hughes Medical Institute –Investigator (2000 - present) | | | | OTHER HIGHLIGHTS •Recipient of numerous prizes and honors, including: –Nobel Prize in Chemistry –Lemelson-MIT award for inventors –Whistler Award –Ernst Schering Prize –MacArthur Foundation Fellowship •Member, National Academy of Medicine; National Academy of Sciences; American Academy of Arts and Sciences; and German Academy of Sciences Leopoldina |
Item 1. Election of Directors
| | | | | | William G. Kaelin, Jr., M.D. | | | | | 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 biotechnology companies. | | Age: 68 Director Since: 2012 Board Committees: –Directors and Corporate Governance –Science and Technology (Chair) Other Public Boards: –IQVIA Holdings Inc. 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 |
Item 1. Election of Directors
| | | | | | Jon Moeller | | | | | 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 (including chief executive officer), 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. | | Age: 61 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 –Executive Chairman (2026 - present) –Chairman, President and Chief Executive Officer (2022 – 2025) –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 •Member, The Business Roundtable •Member, American Society of Corporate Executives •Director, US China Business Counsel •Director (Vice-Chair), Alliance to End Plastic Waste |
Item 1. Election of Directors
| | | | | | David A. Ricks | | | | | Chair, President, and CEO | | | | 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 207%, (ii) experienced a five-year total shareholder return of 571%, 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 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. | | Age: 58 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 |
Item 1. Election of Directors
| | | | | | Katherine Baicker, Ph.D. | | | | | 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. | | Age: 54 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 JAMA Health Forum •Trustee, the Mayo Clinic •Trustee, University of Chicago Medicine (ex officio) •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 |
Item 1. Election of Directors
| | | | | | J. Erik Fyrwald | | | | | 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 their efforts 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. | | Age: 66 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) | | | | OTHER HIGHLIGHTS •Director, Council on Competitiveness (Chair) |
Item 1. Election of Directors
| | | | | | Jamere Jackson | | | | | 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. | | Age: 57 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 |
Item 1. Election of Directors
| | | | | | Gabrielle Sulzberger | | | | | 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. | | Age: 65 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 - 2026) –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. •Sandra Day O’Connor Board Excellence Award |
Item 1. Election of Directors
| | | | | | Ralph Alvarez | | | | | 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 service on the Lowe’s audit committee. | | Age: 70 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: –None 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 •Director, ZUP Holdings GP Corp. (Chair) |
Item 1. Election of Directors
| | | | | | Mary Lynne Hedley, Ph.D. | | | | | 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 has extensive experience navigating complex FDA regulatory pathways and achieving successful drug approvals in highly regulated environments. •Dr. Hedley has substantial experience with developing and commercializing pharmaceutical products, including a deep understanding of regulatory approval, compliance, quality systems, and the requirements for launching therapeutics across multiple jurisdictions. •Dr. Hedley’s service on the boards of directors and board committees of other public companies and not-for-profit entities, including her service on an audit committee and as chair of a nominating and governance committee, provides a multifaceted governance perspective. | | Age: 63 Director Since: 2022 Board Committees: –Ethics and Compliance –Science and Technology Other Public Boards: –VEEVA Systems Inc. –Centessa Pharmaceuticals plc Recent Prior Public Boards: –None 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 •Director, Azalea Therapeutics Inc. •Strategic Advisor to the R&D Committee, Argenx SE |
Item 1. Election of Directors
| | | | | | Kimberly Johnson | | | | | 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 a 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. | | Age: 53 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 - 2025) •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 |
Item 1. Election of Directors
| | | | | | Juan R. Luciano | | | | | Lead Independent Director (2019) | | | | 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. | | Age: 64 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 of the Board (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 |
Item 1. Election of Directors
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 Compensation
Director Compensation Non-employee director compensation is reviewed and approved by the board. Directors who are employees receive no additional compensation for serving on the board.
Director Compensation
| 67% Percentage 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 |
Director Compensation Governance
Director Compensation Governance The Directors and Corporate Governance Committee performs an annual review of non-employee director compensation, which includes: ü conducting a general industry and pharmaceutical company peer group analysis with the assistance of an outside compensation consultant, ü avoiding excess compensation by positioning non-employee director compensation near the market median of the general industry peer group, and ü linking most of the compensation to the long-term performance of Lilly stock. If the Directors and Corporate Governance Committee determines adjustments to non-employee director compensation are warranted, it will make recommendations to the full board for consideration.
2025 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 | — | 361,000 | | Dr. Baicker | 141,000 | 220,000 | — | 361,000 | | Dr. Bertozzi | 7,677 | — | — | 7,677 | | Mr. Fyrwald | 119,000 | 220,000 | 4,803 | 343,803 | | Dr. Hedley | 119,000 | 220,000 | — | 339,000 | | Mr. Jackson | 148,000 | 220,000 | — | 368,000 | | Ms. Johnson | 116,000 | 220,000 | — | 336,000 | | Dr. Kaelin | 142,000 | 220,000 | 30,000 | 392,000 | | Mr. Luciano | 178,000 | 220,000 | — | 398,000 | | Mr. Moeller | 119,000 | 238,333 | — | 357,333 | | Ms. Sulzberger | 119,000 | 220,000 | 26,500 | 365,500 |
2025 Compensation for Non-Employee Directors
1 Each non-employee director received an equity-based award of units valued at $220,000 (approximately 215 units) for service in 2025, except for Dr. Bertozzi, who joined the board after the annual stock award allocation date and will receive a prorated award in 2026 for her service in 2025. Mr. Moeller, who joined the board in 2024 after the annual stock award allocation date, also received a prorated award of units valued at approximately $18,333 (approximately 18 units) in 2025 for his service in 2024. These units, and all prior awards of such units, are fully vested; however, the shares subject to such awards of units are not issued until the second January following the director’s departure from board service when, as described above under “Lilly Directors’ Deferral Plan,” the units are converted into shares of company stock and distributed to the former director. The column shows the grant date fair value for each director’s equity-based award computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date. 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, 2025, for additional detail regarding assumptions underlying the valuation of equity awards. Aggregate outstanding stock awards are shown in the “Common Stock Ownership by Directors and Executive Officers” table in the “Stock Units Not Distributable Within 60 Days” column. 2 This column includes amounts donated by the Eli Lilly and Company Foundation, Inc. (the Foundation) under its matching gift program, which is generally available to U.S. employees as well as non-employee directors. Under this program, the Foundation matched 100 percent of charitable donations made to eligible charities in a calendar year, up to a maximum of $30,000 per year for each individual. However, donations made by an eligible individual at the end of a calendar year may not be matched by the Foundation until the beginning of the next calendar year, in which case the match will be included in the table in the calendar year in which the match is actually paid by the Foundation. The Foundation matched these donations via payments made directly to the recipient charity. The expected payments in 2026 related to matching contributions for donations made by non-employee directors at the end of 2025 include for Mr. Fyrwald - $30,000; Dr. Kaelin - $2,500; Ms. Sulzberger - $30,000. 3 Non-employee directors do not participate in a company pension plan or non-equity incentive plan.
Peer group data
Peer group data The Committee uses peer group data as one input for compensation decisions but does not rely on it exclusively.
Independent compensation consultant input
Independent compensation consultant input The Committee considers advice from its independent compensation consultant, FW Cook, when setting executive compensation.
Benchmarking Compensation
Benchmarking Compensation This year, given Lilly's position as one of the largest companies in the world, we expanded our competitive benchmarking to include two peer groups: a group of companies with similar business models that require specialized skills for operating a global pharmaceutical company, and a group of large-cap general industry companies. In selecting the general industry group, we considered factors such as business models, revenue, market capitalization, and availability of compensation data. This approach provides a comprehensive view of the competitive landscape for both general and administrative talent and pharmaceutical-specific expertise. The Committee approved the following peer groups:
Pharma Peer Group
Pharma Peer Group
Pharma Peer Group
| AbbVie | Amgen | AstraZeneca | Bristol-Myers Squibb | | Gilead | GlaxoSmithKline | Johnson & Johnson | Medtronic | | Merck | Novartis | Pfizer | Roche | | Sanofi | Stryker | | |
General Industry Peer Group
General Industry Peer Group
General Industry Peer Group
| 3M | Abbott Laboratories | Adobe | Advanced Micro Devices | | Apple | Applied Materials | Broadcom | Cisco | | Coca-Cola | Colgate-Palmolive | Danaher | Honeywell | | IBM | Intel | McDonald’s | Micron | | Nike | NVIDIA | Qualcomm | Salesforce | | Tesla | Thermo Fisher | | |
General Industry Peer Group
The Committee reviews and approves peer groups at least every three years. The Chair of the Committee and the Committee’s independent compensation consultant review the peer groups annually.
2. Annual Cash Bonus (Bonus Plan)
2. Annual Cash Bonus (Bonus Plan) The Committee maintained the Bonus Plan’s three equally weighted measures for 2025: product revenue, EPS, and pipeline progress. The product revenue metric focuses on newer products, while the pipeline metric tracks deliverables by therapeutic area. Goals and weightings are set annually based on the operating plan and pipeline objectives. Certain product-specific revenue goals and internal pipeline objectives are not publicly disclosed to avoid competitive harm. The 2025 performance measures and weightings are:
2. Annual Cash Bonus (Bonus Plan)
| Lilly 2025 Goals | Weighting | | Product revenue | 33.3% | | EPS performance | 33.3% | | Pipeline progression | 33.3% | | Bonus multiple | 100% |
2. Annual Cash Bonus (Bonus Plan)
To incentivize swift delivery of breakthrough medicines, the Committee focused the revenue measure on seven key products: Kisunla, Ebglyss, Omvoh, Jaypirca, Verzenio, Mounjaro, and Zepbound. Together, these products represent significant patient outcomes and support long-term company performance. The pipeline scorecard provides employees visibility into how their work impacts bonus payouts. For 2025, the scorecard measures progress across four categories: •Discovery / Early Development: Output from discovery, entries into clinical development, and early-phase clinical readouts (e.g. Proof of Concept) •Late Development / 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 •Game Changer Events: Study readouts that achieve significant scientific advances and generate substantial value for Lilly and patients The Committee maintained the 250 percent maximum bonus payout to encourage outperformance of company goals and maintain market competitiveness. Bonus targets are approved annually by the Committee for each executive officer. All named executive officers participated in the Bonus Plan in 2025. The Bonus Plan payout is calculated as follows:
2. Annual Cash Bonus (Bonus Plan)
| Base Salary | | Individual Bonus Target | | Bonus Multiple |
2. Annual Cash Bonus (Bonus Plan)
The Science & Technology Committee may recommend that the Talent & Compensation Committee apply discretion to the pipeline metric result. Additionally, the Talent & Compensation Committee has the authority to apply discretion to any element of the bonus. Aside from the Committee’s financial result adjustments for incentive programs outlined in Appendix A, discretion was not applied to the bonus payout. Further details regarding Lilly’s performance are detailed under “Compensation Results.”
Relative Value Awards (RVA)
Relative Value Awards (RVA) RVAs measure Lilly’s three-year TSR performance relative to peers. The peer group may vary annually and may include companies not used in our pay benchmarking. This broader set of companies allows performance to be measured against competitors for investor capital. Once established for a given grant, the peer group remains fixed for that award’s performance period. Outstanding RVA peer groups are as follows:
Target Compensation
Target Compensation The Committee considers individual contributions, company performance, internal relativity, peer group data, and CEO recommendations (for other executives) when setting target compensation. For the CEO, the Committee also considers the following: •Independent compensation consultant recommendations; •Prior year actual total direct compensation compared to company performance (absolute and relative basis); and •Current target total direct compensation compared to recently available peer group data, with emphasis on United States headquartered peers.
Annual Cash Bonus Targets
Annual Cash Bonus Targets After reviewing internal relativity, peer group data, and individual performance, the Committee maintained the same percent-of-salary bonus targets for all named executive officers except Mr. Ricks, whose target was increased to maintain market competitiveness. Mr. Montarce’s 2024 bonus target is the amount approved upon his appointment as Chief Financial Officer. Actual 2025 bonuses are disclosed in the SCT.
Annual Cash Bonus Targets
| Name | 2024 Bonus Target | 2025 Bonus Target | | Mr. Ricks | 150% | 175% | | Mr. Montarce | 100% | 100% | | Dr. Skovronsky | 100% | 100% | | Ms. Hakim | 100% | 100% | | Mr. Van Naarden | 100% | 100% |
2025 Bonus Plan Results
2025 Bonus Plan Results Strong financial performance resulted in above-target payouts for both product revenue and EPS. See Appendix A for additional details on financial results and adjustments. The Science and Technology Committee sets annual objectives for each pipeline category. The graphic to the right shows the relative distribution of pipeline objectives. At year end, the Science and Technology Committee assessed pipeline achievements, including those disclosed in “Innovation Pipeline and Other Business Development” within the Proxy Statement Summary. The assessment resulted in a 230% pipeline bonus multiple. Strong financial performance combined with a 230% pipeline multiple resulted in an above-target final bonus payout. Product-specific revenue targets and internal pipeline goals are not disclosed to avoid competitive harm. The target set at the beginning of the year for annual EPS was $24.01. Results for each bonus metric are shown below.
Bonus Plan Payments
Bonus Plan Payments The 2025 bonuses paid to the named executive officers were as follows:
Bonus Plan Payments
| Name | 2025 Bonus ($) | | Mr. Ricks | $6,485,500 | | Mr. Montarce | $2,180,000 | | Dr. Skovronsky | $3,249,039 | | Ms. Hakim | $2,180,000 | | Mr. Van Naarden | $2,006,019 |
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 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, as described and quantified in “Payments upon Termination or Change in Control”. 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. The plans also align executive and shareholder interests by enabling executives to evaluate corporate transactions objectively – assessing whether such transactions would benefit shareholders and other company stakeholders – without undue concern over their own employment security.
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: The company’s 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 stock awards, performance through 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 convert to time-based restricted stock units that continue to vest following the transaction. Shares are paid upon the earliest of: completion of the original award period; a covered termination; or failure by the successor entity to assume, substitute, or otherwise replace the awards. •Covered terminations: Eligible employees may receive payments 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, refer to the section “Compensation—Executive Compensation—Payments upon Termination or Change in Control”. •Severance and Benefits Continuation: Employees who experience a covered termination are provided with up to two years of base salary and bonus and 18 months of benefits continuation, providing income protection and essential benefits during the transition period. –Severance: Eligible employees who are terminated receive a severance payment ranging from six months to two years of base salary. Eligible executives receive a severance payment equal to two times the sum of their base salary and target bonus. –Benefits: Health, dental, life insurance, and long-term disability coverage are maintained for 18 months post-termination, provided the individual does not become eligible for similar benefits with a new employer. Additionally, all employees receive two years of both age and years-of-service credit, calculating eligibility for retiree medical and dental benefits. The additional age and years of service credit are not considered when calculating benefit value. •Accelerated vesting of stock awards: Any unvested stock awards 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, triggering an excise tax in addition to the standard federal income tax. The company does not provide tax gross-ups 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 the payment is reduced accordingly.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) 1 | Non-Stock Incentive Plan Compensation ($) 2 | Change in Pension Value ($) 3 | All Other Compensation ($) 4 | Total Compensation ($) | | David A. Ricks | 2025 | $1,700,000 | — | $23,325,000 | $6,485,500 | $4,451,636 | $736,201 | $36,698,337 | | Chair, President, and Chief Executive Officer | 2024 | $1,690,385 | — | $19,749,324 | $5,705,049 | $1,746,483 | $351,685 | $29,242,926 | | | 2023 | $1,621,154 | — | $18,840,250 | $4,401,433 | $1,439,822 | $263,073 | $26,565,732 | | Lucas Montarce | 2025 | $1,000,000 | — | $5,000,000 | $2,180,000 | $243,315 | $60,000 | $8,483,315 | | 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. | 2025 | $1,490,385 | — | $12,000,000 | $3,249,039 | $887,845 | $159,307 | $17,786,576 | | Executive Vice President, Chief Scientific and Product Officer and President, Lilly Research Labs | 2024 | $1,430,769 | — | $7,499,895 | $3,219,230 | $281,870 | $206,980 | $12,638,744 | | | 2023 | $1,330,769 | — | $7,483,400 | $2,408,692 | $551,222 | $79,846 | $11,853,929 | | Anat Hakim | 2025 | $1,000,000 | — | $6,000,000 | $2,180,000 | $502,948 | $162,570 | $9,845,518 | | Executive Vice President, General Counsel and Secretary | 2024 | $1,000,000 | — | $3,950,071 | $2,250,000 | $211,521 | $66,834 | $7,478,426 | | | 2023 | $980,769 | — | $3,952,500 | $1,775,192 | $239,430 | $58,846 | $7,006,737 | | Jake Van Naarden | 2025 | $920,192 | — | $4,500,000 | $2,006,019 | $87,367 | $72,519 | $7,586,097 | | Executive Vice President and President, Lilly Oncology and Head of Corporate Business Development | 2024 | $890,385 | — | $2,700,248 | $2,003,366 | $66,887 | $113,062 | $5,773,948 | | | 2023 | $830,769 | — | $2,424,200 | $1,503,692 | $78,013 | $49,846 | $4,886,520 |
Summary Compensation Table
1 This column includes the grant date fair value of all stock 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, 2025, for additional detail regarding assumptions underlying the valuation of stock 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 2025 shareholder value award and the 2025 relative value award, each of which are included in the Summary Compensation Table above. All awards below will pay out in February 2028 and have a minimum payout of $0.
Summary Compensation Table
| | 2025 SVA | | 2025 RVA | | | Name | Target | Maximum | Target | Maximum | | Mr. Ricks | $11,662,500 | $23,325,000 | $11,662,500 | $23,325,000 | | Mr. Montarce | $2,500,000 | $5,000,000 | $2,500,000 | $5,000,000 | | Dr. Skovronsky | $6,000,000 | $12,000,000 | $6,000,000 | $12,000,000 | | Ms. Hakim | $3,000,000 | $6,000,000 | $3,000,000 | $6,000,000 | | Mr. Van Naarden | $2,250,000 | $4,500,000 | $2,250,000 | $4,500,000 |
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 2025 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 2025” 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: $102,000; Mr. Montarce: $60,000; Dr. Skovronsky: $89,423; Ms. Hakim: $60,000; and Mr. Van Naarden: $55,212. The amounts in this column also include costs for security services: $276,584 for Mr. Ricks and $102,570 for Ms. Hakim. Additionally, this column also includes the aggregate incremental cost for personal use of the corporate aircraft: $357,616 for Mr. Ricks, and $69,884 for Dr. Skovronsky. The aggregate incremental costs for personal use of our aircraft are calculated based on our variable operating costs, which include crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, fuel, trip-related maintenance, and other smaller variable costs. Because most of the use of the corporate aircraft is for business purposes, fixed costs such as aircraft purchase costs, maintenance not related to personal trips, and flight crew salaries are not included.
Grants of Plan-Based Awards During 2025
Grants of Plan-Based Awards During 2025 The compensation framework detailed in the CD&A includes the Bonus Plan, a non-stock incentive plan, and the Amended and Restated 2002 Lilly Stock Plan, under which Lilly provides all stock grants. To qualify for an SVA or RVA payout, the recipient must either remain employed with the company through the end of the performance period, retire after December 31 of the year of grant, or experience a termination due to factors beyond the individual’s control, such as death, disability, a plant closing, or workforce reduction. Additionally, annual awards to executive officers are subject to non-compete and non-solicitation covenants that remain in effect for one year following termination. Under the terms of the applicable award agreement, any breach of these covenants results in immediate revocation of the award and forfeiture of any associated rights. No dividends or dividend equivalents accrue on SVAs or RVAs throughout the performance period.
Grants of Plan-Based Awards During 2025
| | Award | | Grant Date1 | Compensation Committee Action Date | Estimated Future Payouts Under Non-Stock Incentive Plan Awards 2 | | | Estimated Future Payouts Under Stock Incentive Plan Awards | | | Grant Date Fair Value of Stock and Option Awards 3 | | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (# shares) | Target (# shares) | Maximum (# shares) | | | Mr. Ricks | | | | | $743,750 | $2,975,000 | $7,437,500 | | | | | | | 2025 SVA | 4 | 2/10/2025 | 2/10/2025 | | | | 5,521.547 | 11,043.093 | 22,086.186 | $11,662,500 | | | 2025 RVA | 5 | 2/10/2025 | 2/10/2025 | | | | 5,049.139 | 10,098.277 | 20,196.554 | $11,662,500 | | Mr. Montarce | | | | | $250,000 | $1,000,000 | $2,500,000 | | | | | | | 2025 SVA | 4 | 2/10/2025 | 2/10/2025 | | | | 1,183.611 | 2,367.222 | 4,734.444 | $2,500,000 | | | 2025 RVA | 5 | 2/10/2025 | 2/10/2025 | | | | 1,082.345 | 2,164.690 | 4,329.380 | $2,500,000 | | Dr. Skovronsky | | | | | $372,596 | $1,490,385 | $3,725,963 | | | | | | | 2025 SVA | 4 | 2/10/2025 | 2/10/2025 | | | | 2,840.667 | 5,681.334 | 11,362.668 | $6,000,000 | | | 2025 RVA | 5 | 2/10/2025 | 2/10/2025 | | | | 2,597.628 | 5,195.255 | 10,390.510 | $6,000,000 | | Ms. Hakim | | | | | $250,000 | $1,000,000 | $2,500,000 | | | | | | | 2025 SVA | 4 | 2/10/2025 | 2/10/2025 | | | | 1,420.334 | 2,840.667 | 5,681.334 | $3,000,000 | | | 2025 RVA | 5 | 2/10/2025 | 2/10/2025 | | | | 1,298.814 | 2,597.628 | 5,195.256 | $3,000,000 | | Mr. Van Naarden | | | | | $230,048 | $920,192 | $2,300,480 | | | | | | | 2025 SVA | 4 | 2/10/2025 | 2/10/2025 | | | | 1,065.250 | 2,130.500 | 4,261.000 | $2,250,000 | | | 2025 RVA | 5 | 2/10/2025 | 2/10/2025 | | | | 974.111 | 1,948.221 | 3,896.442 | $2,250,000 |
Grants of Plan-Based Awards During 2025
1 The annual grant date is established in advance by the Committee without consideration of material nonpublic information. 2 These columns show the threshold, target and maximum payouts for performance under the Bonus Plan. The Bonus Plan payouts range from 0 to 250 percent of target. The Bonus Plan payout for 2025 performance was 218 percent of target. Actual payouts are shown in the Summary Compensation Table in the column titled “Non-Stock Incentive Plan Compensation.” 3 The amounts in this column reflect the grant date fair value of the shareholder value awards and relative value awards computed in accordance with the requirements of ASC Topic 718 and were based upon the probable outcome of performance conditions. 4 This row shows the range of payouts for the 2025 SVA, which will settle in February 2028, with payouts ranging from 0 to 200 percent of target. 5 This row shows the range of payouts for the 2025 RVA, which will settle in February 2028, with payouts ranging from 0 to 200 percent of target.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
| | Stock Awards | | | | Name | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)1 | | Mr. Ricks | 26,561 | 2 | $21,543,096 | | | 39,024 | 3 | $40,584,960 | | | 31,442 | 4 | $32,699,680 | | Mr. Montarce | 1,118 | 3 | $1,162,720 | | | 1,006 | 4 | $1,046,240 | | Dr. Skovronsky | 8,989 | 2 | $7,290,798 | | | 15,500 | 3 | $16,120,000 | | | 12,490 | 4 | $12,989,600 | | Ms. Hakim | 4,904 | 2 | $3,977,536 | | | 8,186 | 3 | $8,513,440 | | | 6,596 | 4 | $6,859,840 | | Mr. Van Naarden | 3,023 | 2 | $2,451,895 | | | 5,022 | 3 | $5,222,880 | | | 4,046 | 4 | $4,207,840 |
Option Exercises and Stock Vested in 2025
1 Amounts reflect the market value of Lilly stock on the day of settlement. 2 Restricted stock units resulting from the 2022 performance award that vested in February 2025. 3 Payout of the 2023 SVA at 200 percent of target. 4 Payout of the 2023 RVA at 200 percent of target.
Pension Benefits in 2025
Pension Benefits in 2025
Pension Benefits in 2025
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) 1 | Payments During Last Fiscal Year ($) | | Mr. Ricks | Retirement Plan (pre-2010) | 14 | $787,559 | | | | Retirement Plan (post-2009) | 16 | $533,191 | | | | Nonqualified Plan (pre-2010) | 14 | $12,961,509 | | | | Nonqualified Plan (post-2009) | 16 | $8,604,896 | | | | total | | $22,887,155 | — | | Mr. Montarce | Retirement Plan (post-2009) | 9 | $176,073 | | | | Nonqualified Plan (post-2009) | 9 | $428,017 | | | | total | | $604,090 | — | | Dr. Skovronsky | Retirement Plan (post-2009) | 13 | $317,524 | | | | Nonqualified Plan (post-2009) | 13 | $2,878,852 | | | | total | | $3,196,376 | — | | Ms. Hakim | Retirement Plan (post-2009) | 6 | $182,032 | | | | Nonqualified Plan (post-2009) | 6 | $1,105,460 | | | | total | | $1,287,492 | — | | Mr. Van Naarden | Retirement Plan (post-2009) | 4 | $50,021 | | | | Nonqualified Plan (post-2009) | 4 | $225,333 | | | | total | | $275,354 | — |
Pension Benefits in 2025
1 The following standard actuarial assumptions were used to calculate the present value of each individual’s accumulated pension benefit:
Pension Benefits in 2025
| Discount rate: | 5.76 percent for the qualified plan and 5.62 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 |
Pension Benefits in 2025
The Retirement Plan benefits shown in the table represent net present values. Benefits are not payable as a lump sum but are generally paid as a monthly annuity for the life of the retiree and, if elected, any qualifying survivor. The annual benefit 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 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 longer tenure with the company 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 is 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: •Employees with between 80 and 90 points are reduced by 3 percent for each year before the earlier of 90 points or age 62. •Employees who have fewer than 80 points who have reached age 55 and have at least 10 years of service receive a benefit reduced as described above and further reduced by 6 percent for each year before the earlier of 80 points or age 65.
Nonqualified Deferred Compensation in 2025
Nonqualified Deferred Compensation in 2025
Nonqualified Deferred Compensation in 2025
| 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 | $81,000 | $81,000 | $3,325,194 | — | $12,400,001 | | | Deferred Compensation Plan | $5,473,816 | — | $773,276 | — | $6,247,092 | | | total | $5,554,816 | $81,000 | $4,098,470 | — | $18,647,092 | | Mr. Montarce | Nonqualified Savings Plan | $39,000 | $39,000 | $17,688 | — | $232,788 | | | Deferred Compensation Plan | — | — | — | — | — | | | total | $39,000 | $39,000 | $17,688 | — | $232,788 | | Dr. Skovronsky | Nonqualified Savings Plan | $68,423 | $68,423 | $290,026 | — | $2,052,646 | | | Deferred Compensation Plan | — | — | — | — | — | | | total | $68,423 | $68,423 | $290,026 | — | $2,052,646 | | Ms. Hakim | Nonqualified Savings Plan | $39,000 | $39,000 | $82,910 | — | $619,267 | | | Deferred Compensation Plan | — | — | — | — | — | | | total | $39,000 | $39,000 | $82,910 | — | $619,267 | | Mr. Van Naarden | Nonqualified Savings Plan | $34,212 | $34,212 | $59,245 | — | $372,445 | | | Deferred Compensation Plan | — | — | — | — | — | | | total | $34,212 | $34,212 | $59,245 | — | $372,445 |
Nonqualified Deferred Compensation in 2025
1 The amounts in this column include executive deferrals under the Nonqualified Savings Plan (6% of base salary) and the Deferred Compensation Plan (annual bonus deferrals). These amounts are also reported in the Summary Compensation Table (SCT) in the "Salary" column and "Non-Stock Incentive Plan Compensation" column, respectively. 2 The amounts in this column represent the company match for the Nonqualified Savings Plan and are also reported in the SCT in the “All Other Compensation” column. 3 Of the totals in this column, the following amounts have previously been reported in the SCT for 2025 and previous years:
Nonqualified Deferred Compensation in 2025
| Name | 2025 ($) | Previous Years ($) | Total ($) | | Mr. Ricks | $5,635,816 | $1,152,400 | $6,788,216 | | Mr. Montarce | $78,000 | $38,357 | $116,357 | | Dr. Skovronsky | $136,846 | $667,994 | $804,840 | | Ms. Hakim | $78,000 | $225,209 | $303,209 | | Mr. Van Naarden | $68,423 | $202,131 | $270,554 |
Nonqualified Deferred Compensation in 2025
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 IRS contribution limits. 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 their bonus under the Deferred Compensation Plan. Participants may select from the investment funds available under the Deferred Compensation Plan, which are substantially similar to those available under the 401(k) Plan. Amounts deferred are credited based on the investment elections made by the participant. 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.
Payments Upon Termination or Change in Control (as of December 31, 2025)
Payments Upon Termination or Change in Control (as of December 31, 2025) 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 cash 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.
Payments Upon Termination or Change in Control (as of December 31, 2025)
| Name | | Cash Severance Payment 1 | Continuation of Medical / Welfare Benefits (present value) 2 | Acceleration and Continuation of Stock Awards as of 12/31/2025 | Total Termination Benefits | | Mr. Ricks | | | | | | | • | Retirement or Involuntary termination | — | — | $17,158,341 | $17,158,341 | | • | Involuntary or good-reason termination after change in control | $9,350,000 | $53,560 | $84,476,138 | $93,879,698 | | Mr. Montarce | | | | | | | • | Retirement or Involuntary termination | — | — | $2,524,423 | $2,524,423 | | • | Involuntary or good-reason termination after change in control | $4,000,000 | $53,726 | $9,503,935 | $13,557,661 | | Dr. Skovronsky | | | | | | | • | Retirement or Involuntary termination | — | — | $6,815,621 | $6,815,621 | | • | Involuntary or good-reason termination after change in control | $6,000,000 | $53,726 | $36,090,769 | $42,144,495 | | Ms. Hakim | | | | | | | • | Retirement or Involuntary termination | — | — | $3,600,178 | $3,600,178 | | • | Involuntary or good-reason termination after change in control | $4,000,000 | $69,086 | $18,640,758 | $22,709,844 | | Mr. Van Naarden | | | | | | | • | Retirement or Involuntary termination | — | — | $2,207,393 | $2,207,393 | | • | Involuntary or good-reason termination after change in control | $3,700,000 | $68,666 | $12,959,622 | $16,728,288 |
Payments Upon Termination or Change in Control (as of December 31, 2025)
1 See “Change-in-Control Severance Pay Plan—Cash Severance Payment”. 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 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 2025 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 stock grants. Stock Acceleration: Pursuant to the award agreements granted under the Amended and Restated 2002 Lilly Stock Plan, if an applicable transaction occurs prior to the end of the applicable performance period, the unvested stock awards 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 continue to vest and are paid out upon the earliest of the completion of the original award period, a covered termination, or failure by the successor entity to 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 provides a specific definition of change in control, which generally includes 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, 2025. 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, 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.
Payments Upon Termination or Change in Control (as of December 31, 2025)
•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 stock awards, if the successor entity does not assume, substitute, or otherwise replace the awards.
CEO Pay Ratio
CEO Pay Ratio Lilly is committed to ensuring that every employee’s pay reflects their job’s impact and responsibilities and remains market competitive. As required by SEC rules, we are providing the ratio of our CEO’s annual total compensation to that of our median employee. The SEC rules grant companies flexibility in determining the methodology, assumptions, and estimates used to identify the median employee. As a global company with approximately 51,000 employees across diverse roles and geographies, this calculation reflects our broad and complex workforce. The table below discloses the 2025 annual total compensation for our CEO and median paid employee:
CEO Pay Ratio
| CEO Pay Ratio: | | | CEO Annual Total Compensation* | $36,698,337 | | Median Employee Annual Total Compensation | $125,100 | | CEO to Median Employee Pay Ratio | 293:1 | | *This annual total compensation is the SCT amount. | |
CEO Pay Ratio
Methodology: •Measurement Date: The median employee was identified from our employee population as of October 31, 2025. Lilly employed approximately 51,000 individuals globally, with approximately 24,000 in the United States and approximately 27,000 internationally. •Identification of Median Employee: In compliance with SEC regulations, to determine the median employee, we used a “consistently applied compensation measure” (CACM) based on annual base pay, target bonus, and grant-date fair value of stock awards. •De Minimis Exception: Lilly has employees in 66 countries. In identifying the median employee, we excluded 177 workers in the following seven countries, representing less than 1 percent of our workforce: Bahrain, Costa Rica, Egypt, Greece, Kuwait, Pakistan, and Russia. •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.
Pay versus Performance
Pay versus Performance The Committee manages compensation to align executive pay with shareholder interests through a blend of short- and long-term performance programs. In 2025, incentive pay comprised 94 percent of our CEO’s target compensation and, on average, 88 percent of our other NEOs’ target compensation. High utilization of incentive compensation means total pay can rise and fall as leaders exceed or miss performance targets. Significant underperformance results in most awards delivering no payout. Mr. Ricks served as the principal executive officer (PEO) for the entire five-year period represented in the table. Average compensation actually paid (CAP) to non-PEO NEOs was impacted by changes in non-PEO composition, particularly CFO transitions in 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.
Pay versus Performance
| | | | | | Value of initial fixed $100 investment based on: | | | | | Year1 | Summary Compensation Table Total for PEO2 | Compensation Actually Paid to PEO3 | Average Summary Compensation Table Total for Non-PEO NEOs4, 7 | Average Compensation Actually Paid to Non-PEO NEOs3 | Total Shareholder Return5 | Peer Group Total Shareholder Return5 | Net Income ($ millions) | Company Selected Measure (CSM) –Adjusted Non-GAAP EPS6 | | 2025 | $36,698,337 | $75,185,008 | $10,925,377 | $20,352,904 | $670.56 | $154.11 | $20,640 | $27.06 | | 2024 | $29,242,926 | $80,583,515 | $6,090,259 | ($929,092) | $478.17 | $123.43 | $10,590 | $16.11 | | 2023 | $26,565,732 | $120,865,280 | $7,836,611 | $27,249,897 | $358.72 | $118.45 | $5,240 | $9.14 | | 2022 | $21,398,135 | $64,088,705 | $5,769,810 | $13,893,269 | $222.94 | $124.87 | $6,245 | $8.55 | | 2021 | $21,509,985 | $75,705,116 | $4,730,690 | $4,563,545 | $166.08 | $116.73 | $5,582 | $8.00 |
Pay versus Performance
1 CAP amounts are calculated using SEC-required valuation assumptions under Item 402(v) of Regulation S-K and do not reflect actual compensation earned by or paid to NEOs. The value realized from unvested awards will be determined when awards fully vest and settle. 2 The table below reconciles the PEO Summary Compensation Table (SCT) total to CAP:
Pay versus Performance
| Year | SCT Total Compensation for PEO | SCT Change in Pension Value | Pension Service Cost | SCT Stock Value | Change in Value: Stock Granted in Current Year | Change in Value: Unvested Stock | Final Value: Vested Stock | Compensation Actually Paid to PEO | | | a | b | c | d | e | f | g | a-b+c-d+e+f+g | | 2025 | $36,698,337 | $4,451,636 | $616,007 | $23,325,000 | $10,854,848 | $(20,935,949) | $75,728,401 | $75,185,008 | | 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 | $0 | $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 |
Pay versus Performance
3 When calculating CAP amounts, the fair value or change in fair value, as applicable, of stock awards was computed in accordance with FASB ASC Topic 718. The assumptions used to calculate fair values did not materially differ from what was used at the time of grant. 4 The table below reconciles the Non-PEO NEO SCT totals to CAP:
Pay versus Performance
| Year | Average SCT Total Compensation for Non-PEO NEOs | Average SCT Change in Pension Value | Average Pension Service Cost | Average SCT Stock Value | Average Change in Value: Stock Granted in Current Year | Average Change in Value: Unvested Stock | Average Final Value: Vested Stock | Average Compensation Actually Paid to Non-PEO NEOs | | | a | b | c | d | e | f | g | a-b+c-d+e+f+g | | 2025 | $10,925,377 | $430,369 | $182,496 | $6,875,000 | $5,405,638 | $(3,353,746) | $14,498,508 | $20,352,904 | | 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 |
Pay versus Performance
5 TSR for the company and peer group 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. In 2025, the company revised the peer group for calculating TSR results. The peer group is comprised of the same companies from our executive compensation peer group (detailed in the Benchmarking Compensation section) as well as Novo Nordisk. Peer TSR amounts in this column reflect the revised peer group for all fiscal years presented. For comparison, under the prior peer group composition, peer group TSR for 2025 would have been $157.61 (compared to $154.11 for the revised peer group). 6 The adjusted non-GAAP EPS has been revised across all reported years to reflect outcomes for the corporate bonus plan rather than the performance award program, which has been discontinued. Details of those results and the associated adjustments can be found in Appendix A of the proxy statement for each respective year. 7 Non-PEO NEO composition varied by year due to CFO transitions and role changes: •2025: Mr. Montarce; Dr. Skovronsky; Ms. Hakim; and Mr. Van Naarden •2024: Mr. Montarce; Dr. Skovronsky; Ms. Hakim; Mr. Van Naarden; Mr. Brooks (interim CFO, July 15-Sept 8); and Ms. Ashkenazi (CFO, departed July 30) •2023: Ms. Ashkenazi; Dr. Skovronsky; Ms. Hakim; and Mr. Van Naarden •2022: Ms. Ashkenazi; Dr. Skovronsky; Ms. Hakim; and Mr. Jonsson •2021: Ms. Ashkenazi (appointed CFO Feb 9); Dr. Skovronsky; Mr. Van Naarden; Mr. Rau; and Mr. Smiley (CFO, resigned Feb 9)
Pay versus Performance: Conclusions
Pay versus Performance: Conclusions The Committee believes in pay for performance and has structured Lilly compensation programs to reward leaders when the company delivers strong results. Lilly has achieved strong cumulative TSR, EPS and revenue growth over the immediately preceding five-year period. As a result, shareholders have been rewarded with significant total stock returns, and leadership has been rewarded with above-target payouts from their incentive compensation programs.

DEF 14A of Eli Lilly & Co

Table of Contents

Director Nominee Snapshot

Director Nominee Snapshot

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Item 1. Election of Directors

Director Compensation

Director Compensation

Director Compensation Governance

2025 Compensation for Non-Employee Directors

2025 Compensation for Non-Employee Directors

Peer group data

Independent compensation consultant input

Benchmarking Compensation

Pharma Peer Group

Pharma Peer Group

General Industry Peer Group

General Industry Peer Group

General Industry Peer Group

2. Annual Cash Bonus (Bonus Plan)

2. Annual Cash Bonus (Bonus Plan)

2. Annual Cash Bonus (Bonus Plan)

2. Annual Cash Bonus (Bonus Plan)

2. Annual Cash Bonus (Bonus Plan)

Relative Value Awards (RVA)

Target Compensation

Annual Cash Bonus Targets

Annual Cash Bonus Targets

2025 Bonus Plan Results

Bonus Plan Payments

Bonus Plan Payments

Severance and Other Post-Termination Benefits

Highlights of Our Change-in-Control Severance Plans

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Grants of Plan-Based Awards During 2025

Grants of Plan-Based Awards During 2025

Grants of Plan-Based Awards During 2025

Option Exercises and Stock Vested in 2025

Option Exercises and Stock Vested in 2025

Option Exercises and Stock Vested in 2025

Pension Benefits in 2025

Pension Benefits in 2025

Pension Benefits in 2025

Pension Benefits in 2025

Pension Benefits in 2025

Nonqualified Deferred Compensation in 2025

Nonqualified Deferred Compensation in 2025

Nonqualified Deferred Compensation in 2025

Nonqualified Deferred Compensation in 2025

Nonqualified Deferred Compensation in 2025

Payments Upon Termination or Change in Control (as of December 31, 2025)

Payments Upon Termination or Change in Control (as of December 31, 2025)

Payments Upon Termination or Change in Control (as of December 31, 2025)

Payments Upon Termination or Change in Control (as of December 31, 2025)

CEO Pay Ratio

CEO Pay Ratio

CEO Pay Ratio

Pay versus Performance

Pay versus Performance

Pay versus Performance