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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )
 
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a-12
ELI LILLY AND COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
x
No fee required
o
Fee paid previously with preliminary materials
o
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
  







Notice of 2023
Annual Meeting of Shareholders
and Proxy Statement
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Dear Fellow Shareholders,
Thank you for your continued support of, and investment in, Eli Lilly and Company. We are proud of Lilly’s achievements in 2022. We made several key regulatory and pipeline advancements with the potential to help people with diabetes, immune disorders, neurodegenerative conditions, and cancer. In particular, we introduced an important new type 2 diabetes treatment and added new indications to currently marketed products. And finally, we worked hard to deliver value to you, our shareholders. We delivered strong total shareholder returns through December 31, 2022, in terms of both total share price appreciation and dividends.
We also strengthened our initiatives in support of patients and communities, including collaborating to enhance sustainable access to affordable insulin in Africa, expanding our use of solar energy at global facilities, and partnering with UNICEF to help improve health outcomes for 10 million children and adolescents.
Our board continues to prioritize meaningful engagement with our shareholders and other key stakeholders. Since our 2022 annual meeting, we have spoken with a number of investors on an array of subjects, including: drug pricing transparency and global access to our products; product quality and safety; key enterprise risks and environmental, social and governance topics.
We appreciate the thoughtful and constructive feedback that we receive from our stakeholders. As a result of this input, and as in past years, the board is putting forward management proposals at the 2023 annual meeting of shareholders (the Annual Meeting) to eliminate the classified board structure and supermajority voting requirements in our articles of incorporation.
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We remain committed to serving you and making life better for millions of people around the world. We look forward to welcoming you to the Annual Meeting.
Sincerely,
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David A. Ricks
Chair, President and CEO
Juan Luciano
Lead Independent Director




Table of Contents
Notice of 2023 Annual Meeting of Shareholders
Proxy Statement Summary
Governance
Director Qualifications
Director Nominations
Item 1 - Election of Directors
Working Dynamics
Board Structure
Governance Practices
Board Alignment
Communication with the Board of Directors
Shareholder Engagement on Governance Issues
Ownership of Company Stock
Compensation
Item 2 - Approval, on an Advisory Basis, of the Compensation Paid to the Company’s Named Executive Officers
Talent and Compensation Committee Matters
Compensation Discussion and Analysis
Executive Compensation
CEO Pay Ratio
Pay versus Performance
Item 3 - Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation
Audit Matters
Item 4 - Ratification of the Appointment of the Independent Auditor
Management Proposals
Item 5 - Proposal to Amend the Company’s Articles of Incorporation to Eliminate the Classified Board Structure
Item 6 - Proposal to Amend the Company’s Articles of Incorporation to Eliminate Supermajority Voting Provisions
Shareholder Proposals
Item 7 - Proposal to Publish an Annual Report Disclosing Lobbying Activities
Item 8 - Proposal to Eliminate Supermajority Voting Requirements
Item 9 - Proposal to Establish and Report on a Process by which the Impact of Extended Patent Exclusivities on Product Access Would be Considered in Deciding Whether to Apply for Secondary and Tertiary Patents
Item 10 - Proposal to Report on Risks of Supporting Abortion
Item 11 - Proposal to Disclose Lobbying Activities and Alignment with Public Policy Positions and Statements
Item 12 - Proposal to Report on Effectiveness of the Company’s Diversity, Equity, and Inclusion Efforts
Item 13 - Proposal to Adopt a Policy to Require Certain Third-Party Organizations to Annually Report Expenditures for Political Activities before Lilly Contributes to an Organization
Other Information
Meeting and Voting Logistics
Other Matters
Appendix A - Summary of Adjustments Related to the Annual Cash Bonus and Performance Award
A-1
Appendix B - Proposed Amendments to the Company’s Articles of Incorporation
B-1
Frequently Referenced Topics
Board Diversity
Board Skills Matrix
Board and Committee Oversight of:
ESG
Cybersecurity
Human Capital Management
Political Activities
Lead Independent Director Duties
Share Ownership and Retention Guidelines
Compensation Recovery Policy (Clawback)
Hedging and Pledging Restrictions
Transactions with Related Persons
This proxy statement contains forward-looking statements, including those regarding our emissions, diversity and inclusion and other sustainability commitments and goals; our strategies and financial performance; our development of new products and technologies, and other statements that are not historical fact, and actual results could differ materially. Risks that could cause actual results to differ are set forth in the “Risk Factors” section of, and elsewhere in, our 2022 Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. All forward-looking statements are based on management estimates, projections, and assumptions as of the date hereof, and we undertake no obligation to update any such statements. Certain documents and information referenced in this proxy statement are available on our website. However, we are not including the information contained on our website, or any information that may be accessed by links on our website, as part of, or incorporating it by reference into, this proxy statement.



Notice of 2023 Annual Meeting of Shareholders
ITEMS OF BUSINESS
Item 1Election of each of the four director nominees to serve three-year terms
Item 2Approval, on an advisory basis, of the compensation paid to the company’s named executive officers
Item 3Advisory vote on frequency of future advisory votes on named executive officer compensation
Item 4Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2023
Item 5Approval of amendments to the company’s articles of incorporation to eliminate the classified board structure
Item 6Approval of amendments to the company’s articles of incorporation to eliminate supermajority voting provisions
Item 7Shareholder proposal to publish an annual report disclosing lobbying activities
Item 8Shareholder proposal to eliminate supermajority voting requirements
Item 9Shareholder proposal to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents
Item 10Shareholder proposal to report on risks of supporting abortion
Item 11Shareholder proposal to disclose lobbying activities and alignment with public policy positions and statements
Item 12Shareholder proposal to report on effectiveness of the company’s diversity, equity, and inclusion efforts
Item 13Shareholder proposal to adopt a policy to require certain third-party organizations to annually report expenditures for political activities before Lilly contributes to an organization
ADMISSION
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WHEN
8:30 a.m. EDT
Monday, May 1, 2023
The 2023 annual meeting of shareholders (the Annual Meeting) of Eli Lilly and Company will be held virtually via live webcast.
The webcast is designed to provide shareholders the opportunity to participate virtually to facilitate shareholder attendance and to provide a consistent experience to all shareholders, regardless of location. You will be able to attend the Annual Meeting, vote, and submit questions virtually via live webcast by visiting virtualshareholdersmeeting.com/LLY2023. To be admitted to the Annual Meeting webcast, you must enter the 16-digit control number found on the proxy card, voting instruction form, or notice you received. For further information on Annual Meeting logistics, see the section titled “Other Information—Meeting and Voting Logistics.”
This proxy statement is dated March 17, 2023. We mailed a notice of internet availability of proxy materials on or about that date to our shareholders of record as of February 21, 2023 (other than those who previously requested electronic or paper delivery of our proxy materials and certain participants in The Lilly Employee 401(k) plan (401(k) Plan)).
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WHERE
Virtually at www.virtualshareholder
meeting.com/LLY2023
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RECORD DATE
February 21, 2023
YOUR VOTE IS IMPORTANT
Every shareholder vote is important. Even if you plan to attend the Annual Meeting, we encourage you to vote promptly online, by telephone, or, if you received or requested paper copies of your proxy materials, by signing, dating, and returning your proxy card or voting instruction form by mail, so that a quorum may be represented at the meeting.
By order of the Board of Directors,
Anat Hakim
Executive Vice President, General Counsel and Secretary
March 17, 2023
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING
TO BE HELD MAY 1, 2023:
The annual report to shareholders and proxy statement are available at ProxyVote.com
as well as on our website at lilly.com/policies-reports/annual-report.
1


Proxy Statement Summary

Powered by Purpose
Our purpose is to unite caring with discovery to create medicines that make life better for people around the world. This purpose fuels every aspect of our business, as we aspire to:
Discover first or best-in-class molecules from internal and external sources that address significant unmet needs by integrating disease understanding with innovative scientific capabilities;
Develop molecules faster than competitors by executing clinical plans that maximize the human and economic value of the medicines we launch;
Reach people around the world by creating volume-driven uptake and broad access to a safe and reliable supply of life-changing medicines;
Scale our business by prioritizing investments into medicines that can deliver the greatest value for customers and can drive long-term sustainable growth; and
Reinvest profits into our next wave of innovation and generate value for our investors.
Highlights of 2022 Performance
We continued to progress our strategy in 2022, focusing on four dimensions: operating performance, environmental, social and governance matters, our innovation pipeline and other business development, and shareholder return (both absolute and relative). See our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for more details.
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Operating Performance
$28.5
billion
in 2022 revenue
$6.90
earnings per share (EPS)
in 2022 on a reported basis, up from $6.12 in 2021
$7.94
EPS on a
non-GAAP basis
in 2022
Reported results were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and include all revenue and expenses recognized during the periods. A reconciliation of EPS on a reported basis to EPS on a non-GAAP basis is included in Appendix A.
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Environmental, Social, and Governance
Innovative collaboration to deliver high-quality, affordable human and analogue insulin to at
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New solar parking canopy in Fegersheim, France capable of producing approximately
4,200
 megawatt-hours of electricity a year, progressing our 2030 goal to be carbon neutral in our own operations
Achieved an
A-
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least one million people living with type 1 and type 2 diabetes in low- to middle-income countries, most of which are in Africa
score for each of our climate and water 2022 CDP submissions, above the sector average
Racial Justice Pledge Progress From 2020 through 2022*
30,000+
volunteer hours
served by employees to
advance racial justice
initiatives since 2020
$214.7M
increase
in Black Business
Enterprises spend; 150%
increase over 2020
70+
apprentices
from underrepresented groups trained for family sustaining jobs at Lilly without a four-year degree
*For additional information on our Racial Justice Pledge and progress see “GovernanceHow We Operate an Effective BoardGovernance PracticesHuman Capital Management”.
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Innovation Pipeline and Other Business Development
New Indications
U.S. approval of Mounjaro (tirzepatide), the first and only GIP and GLP-1 receptor agonist, for the treatment of adults with type 2 diabetes
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U.S. approval of Retevmo (selpercatinib), the first and only RET inhibitor for adults with advanced or metastatic solid tumors with a RET gene fusion, regardless of type
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In collaboration with Boehringer Ingelheim International GmbH, U.S. approval of a new indication for Jardiance (empagliflozin) to treat adults with heart failure regardless of left ventricular ejection fraction
In collaboration with Incyte Corporation, U.S. approval of Olumiant (baricitinib) as a first-in-disease systemic treatment for adults with severe alopecia areata
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Key Data Readouts
We announced several key data readouts in 2022, including:
Positive results from tirzepatide’s Phase III SURMOUNT-1 study evaluating the efficacy and safety of tirzepatide compared to placebo in adults with obesity. We received U.S. FDA Fast Track designation and initiated a rolling submission that will be based primarily on these results and those of SURMOUNT-2, which is expected to complete in the first half of 2023;
Positive results from two studies of lebrikizumab’s Phase III programs evaluating the efficacy and safety of lebrikizumab in people with moderate-to-severe atopic dermatitis through one year of treatment;
Positive results for Jardiance (empagliflozin) in the Phase III EMPA-KIDNEY study evaluating efficacy and safety compared to placebo for the treatment of patients with chronic kidney disease; and
Updated data from the monarchE Phase III study evaluating the efficacy and safety of Verzenio (abemaciclib) in combination with standard endocrine therapy for the treatment of hormone receptor-positive (HR+), human epidermal growth factor receptor 2-negative (HER2-), node-positive, high- risk early breast cancer. We submitted an application to the FDA to expand the adjuvant indication based on these data.
Other Business Development Activities
Acquisition: acquired Akouos, Inc. to accelerate gene therapies that aim to restore, improve, and preserve hearing for patients living with disabling hearing loss worldwide.
15+
acquisitions, license agreements, and research collaborations in 2022
License: expanded our licensing and collaboration agreement with ProQR to leverage ProQR’s Axiomer RNA editing platform technology to include additional targets beyond the liver and the nervous system, which were the focus of the original agreement from September 2021.
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 Shareholder Return
34%
2022 Total Shareholder Return
Consistently Exceeded Compensation Peer Group and S&P 500
in Total Shareholder Return
in 2022 and the three- and five-year periods shown below
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TSR takes into account both share price appreciation and dividends. Any dividends paid by a given company are assumed to be reinvested in the company’s stock on a quarterly basis.
Health, Safety and Welfare
As the COVID-19 pandemic has evolved, we have remained focused on protecting the health, safety, and well-being of our employees; supporting the medical system and our communities; and affordability of and access to our medicines.
Maintaining Supplies of and Access to Lilly Medicines
Throughout 2022, we continued our efforts to protect our manufacturing processes and remained in close communication with key suppliers regarding logistics, transportation, and supplies of raw materials. While we have faced challenges, and expect to continue to face challenges, meeting strong demand for our incretin products, we expect significant additional manufacturing capacity will become operational starting in 2023 and continuing over the next several years as part of our ongoing efforts to meet the significant demand for our incretin medicines.
We also continued patient support programs to ensure patients maintained affordable access to their medications and adjusted how we operate to offer innovative solutions to our customers. We remain committed to working with stakeholders in healthcare systems to help patients get the medicines they need, including through our Insulin Value Program, which allows anyone with commercial insurance and those without insurance to fill their monthly prescription of Lilly insulin for $35, as well as our other access and affordability initiatives.
Insulin Price Reduction Announcement
On March 1, 2023, we announced upcoming list price reductions of 70% for our most commonly prescribed insulins and an expansion of our Insulin Value Program that caps patient out-of-pocket costs at $35 or less per month. Lilly is taking these actions to make it easier to access Lilly insulin and help Americans who may have difficulty navigating a complex healthcare system that may keep them from getting affordable insulin.
Working to Ensure Diversity in Clinical Trials
We continue to identify and address barriers to fair access and representation of communities in our clinical research to help develop innovative medicines. Diverse representation in clinical trials is critical to helping our researchers develop medicines that will be as effective as possible for patients who use them. We are working to ensure trial participants match the composition of the patient population that might use the trial’s medicine by selecting diverse investigators and collaborating with external groups to identify and implement solutions. We collaborate with patients, patient advocacy groups, regulatory agencies, health care professionals and community
4


organizations to identify and implement solutions that will result in diverse representation, improve health equity and generate evidence to support better patient outcomes.
Keeping Our Employees Safe and Healthy
We remain focused on protecting the health and safety of our employees and strive to foster a healthy, vibrant work environment. For additional information on our employee health and safety initiatives, see “Governance—How We Operate and Effective Board—Governance Practices—Human Capital Management.”
Board Leadership and Composition Highlights
Director Nominee Snapshot
NameAgeDirector SinceOther Public BoardsPrincipal OccupationCommittee Membership
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William G. Kaelin, Jr., M.D.
Independent Director
6520120Sidney Farber professor of Medicine, Harvard Medical School; Professor, Dana-Farber Cancer Institute and Brigham and Women’s Hospital; Investigator, Howard Hughes Medical Institute
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David A. Ricks
Chair of the Board
5520171Chair, President and Chief Executive Officer, Eli Lilly and CompanyNone
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Marschall S. Runge, M.D., Ph.D.
Independent Director
6820130CEO, Michigan Medicine, Executive Vice President for Medical Affairs and Dean, Medical School, University of Michigan
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Karen Walker
Independent Director
6120181Operating Partner, The Goldman Sachs Group, Inc.
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Director Retirement
Jackson P. Tai, who joined the board in 2013 and serves on the Audit Committee and the Directors and Corporate Governance Committee, will retire from the board following the Annual Meeting pursuant to our retirement policy.
5


Board Leadership and Structure
Lead Independent Director: We have a strong lead independent director empowered with clearly defined responsibilities.
Independent Committees: All standing board committees are composed solely of independent directors and led by independent committee chairs.
Executive Sessions: Our board holds executive sessions of the independent directors that are presided over by the lead independent director at every regular board meeting.
Access to Management & Advisors: Our independent directors actively engage in board meetings, have direct access to management, and, along with our board committees, have discretion to hire independent advisors at the company’s expense.
Conflict of Interest Management: Our conflict of interest policy requires disclosures of potential conflicts to Lilly and clarifies when Lilly board service must be disclosed to others.
CEO Selection and Compensation: Our independent directors lead the board’s process for selecting the CEO. Our Talent and Compensation Committee (and, in the case of our CEO,
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Information as of the date of this proxy statement.
in consultation with other independent directors and our external compensation consultant) establishes the compensation for our CEO and other executive officers.
Refreshment: We are committed to maintaining an active and insightful board and seek to balance continuity of experience with fresh perspectives.
Robust Annual Assessment: Our board conducts a robust annual assessment of its performance led by the lead independent director, including an annual assessment of each director. These assessments help provide the board with valuable perspectives to drive effectiveness and leadership.
Strategy and Risk Oversight
Strategy: Our board approves and actively oversees our corporate long-term strategy. Our board and board committee agendas are structured to engage our directors in informed reviews of strategic and forward-looking issues, as well as in constructive challenges to management initiatives and programs.
Code of Conduct: Our code of business conduct reflects principles that are consistent with our company values of integrity, excellence, and respect for people, which are stated in The Red Book. This code applies to our board and all employees worldwide and is reviewed and approved annually by the board. In 2022 we revised The Red Book training to update our Global Conduct in the Workplace procedure to continue to help ensure that we maintain a respectful, safe, inclusive, and professional workplace. We have a supplemental code of conduct for our CEO and all members of financial management, in recognition of their unique responsibilities to ensure proper accounting, financial reporting, internal controls, and financial stewardship.
Corporate Governance: The charters of our board committees clearly establish the committees’ respective roles and responsibilities.
Compliance Program and Enterprise Risk Reviews: Our board reviews the overall state of our compliance program at least annually and regularly reviews our enterprise-level risks. Our Audit Committee oversees the process by which we identify and create mitigation plans for enterprise-level risks. See “Governance Practices—Board Oversight” for additional information.
6


Board Oversight of Certain Key Areas
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CybersecurityPolitical ActivityEnvironmentDEI
Our board and Audit Committee receive regular presentations on cybersecurity and information technology as part of their oversight of enterprise-level risks; in addition to regular presentations, management promptly updates our board regarding significant threats or incidents as they arise, as well as changes to the broader cybersecurity landscape.Our board oversees our political expenditures and lobbying activities. Directors receive regular updates on public policy issues and on the company’s political corporate activity. The board also receives semi-annual updates on political engagement, including information on the contributions made by LillyPAC and the company, as well as trade association memberships.Our board, including its Directors and Corporate Governance Committee, oversees and maintains ongoing engagement on key climate and sustainability matters. Our board exercises active oversight over the overall talent management process, including human capital management strategies, corporate culture, and DEI programs. The board also oversees the work of its committees in connection with the board’s development of corporate policies and frameworks designed to attract, retain, engage, and develop a workforce that aligns with our values and mission.
Shareholder Access & Engagement
Engagement Response
In response to input from our shareholders and consistent with previous years, management is putting forth for consideration at the Annual Meeting proposals to amend our articles of incorporation to eliminate the classified board structure and to eliminate supermajority voting.
In response to input from our shareholders, at our 2022 annual meeting, management put forth, and shareholders approved, amendments to our articles of incorporation and bylaws to permit shareholders to amend the company’s bylaws.
Proxy Access
Our bylaws provide proxy access rights for shareholders holding at least three percent of our common stock for at least three years to
nominate to the board the greater of two directors or 20 percent of our board seats.
Board Accountability
We have a majority voting standard and a resignation policy for the election of directors in uncontested elections.
Shareholders have the ability to amend our bylaws.
We do not have a shareholder rights plan (known as a “poison pill”).
We have meaningful stock ownership and retention guidelines for our directors and executive officers to foster alignment with shareholders.
We have an annual cap on director compensation.
Compensation
Compensation Practices of Interest
Shareholders strongly support our compensation practices. For each of the last five years, greater than 94 percent of shares cast voted in favor of our executive compensation programs.
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Pay for Performance PhilosophyCompensation PoliciesWhat We Don’t Do
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g32.jpg Our compensation programs are designed to align executive pay with shareholder interests and link pay to performance through a blend of short- and long-term performance measures.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g32.jpg Our Talent and Compensation Committee annually reviews our compensation programs to help ensure they provide incentives to deliver long-term, sustainable business results while discouraging excessive risk-taking and other adverse behaviors.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g33.jpg We have robust stock ownership and retention guidelines for executive officers.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g33.jpg Executive officers are prohibited from hedging or pledging their company stock.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g33.jpg We have a compensation recovery or “clawback” policy that applies to all executives and covers a wide range of misconduct.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g33.jpg We have a restrictive policy on perquisites.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g33.jpg We have double trigger change-in-control provisions in severance plans.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g34.jpg We don’t enter into employment agreements with any of our executive officers.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g34.jpg We don’t provide “top hat” retirement plans.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g34.jpg We don’t provide tax gross-ups to executive officers (except for limited gross-ups related to international assignments).
Executive Compensation Summary for 2022
At the end of 2022, the total target compensation for our named executive officers was comparable to the median of the company’s peer group. Bonus and equity payouts exceeded target, consistent with strong company performance over the respective performance periods.
Pay for Performance
As described in the Compensation Discussion and Analysis (CD&A), we link our incentive pay programs to a mix of measures on three dimensions of company performance: operating performance; progress with our innovation pipeline; and shareholder return (both absolute and relative). The Talent and Compensation Committee adjusts reported EPS results to eliminate the distorting effect of certain unusual items on incentive compensation performance measures.
The summary below highlights how our incentive pay programs are intended to align with company performance. Please also see Appendix A for adjustments made to revenue and EPS for incentive compensation programs.
Bonus Plan Result: In 2022, the company exceeded its annual cash bonus target for revenue and nearly achieved its target for EPS. We also made significant pipeline advances. For purposes of the bonus, the Talent and Compensation Committee adjusted revenue and adjusted non-GAAP EPS to exclude estimated savings from certain discrete and unplanned performance items. See the CD&A for further discussion of the Eli Lilly and Company Bonus Plan (Bonus Plan).
1.20
Bonus Plan Multiple
2021-2023 Performance Award (PA) Result: We exceeded the two-year EPS growth target set for our PA program. The PA target is based on expected EPS growth of peer companies over a two-year period. As a result of exceeding the EPS growth target set for our PA program, the PA payout was above target. See the CD&A for further discussion on the PA program.
140%
2021-2023 PA Payout
2020-2022 Shareholder Value Award (SVA) Result: Our total stock price growth exceeded the target range in our SVA program, which is based on expected large-cap company returns over a three-year period. This performance resulted in a SVA payout above target. See the CD&A for further discussion on the SVA program.
175%
2020-2022 SVA Payout
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2020-2022 Relative Value Award (RVA) Result: The RVA measures Lilly’s relative total shareholder return (TSR) against its peers. Lilly’s TSR performance exceeded the peer median TSR for the 2020-2022 performance period resulting in a payout above target. See the CD&A for further discussion on the RVA program.
175%
2020-2022 RVA Payout
Voting
How to Vote
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ONLINEBY TELEPHONEBY MAILAT THE MEETING
Visit the website listed on your notice, proxy card, or voting instruction formCall 1-800-690-6903 and follow the instructions providedIf you received or requested paper copies of your proxy materials, sign, date, and return your proxy card or voting instruction form
Attend the Annual Meeting, online by live webcast at virtualshareholdermeeting.com/LLY2023 on Monday, May 1, 2023, at 8:30 a.m. EDT
Vote Early: Even if you plan to attend the Annual Meeting, we encourage you to vote prior to the meeting, either online, by telephone or by mail.
Beneficial Shareholders: Shareholders who hold their shares beneficially through an institutional holder of record, such as a broker or bank (sometimes referred to as holding shares in street name), will receive voting instructions from that holder of record. If you do not provide voting instructions to the holder of record, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. See “Other Information—Meeting and Voting Logistics—How to Vote” for more information.
Voting Deadlines: You may vote your shares prior to the Annual Meeting until 11:59 p.m. EDT on April 30, 2023, online or by telephone. If you are voting by mail, your marked, signed, and dated proxy card must be received by April 30, 2023. Shareholders who hold their shares in the 401(k) Plan must vote in advance of the Annual Meeting, by April 26, 2023, so the plan trustee can vote their shares accordingly. See “Other Information—Meeting and Voting Logistics—How to Vote” for more information.
More Information: Further information on how to vote, including if you hold voting shares in the 401(k) Plan, is provided under “Other Information—Meeting and Voting Logistics—How to Vote.”
Voting Matters and Board Recommendations
Voting MatterRequired VoteBoard Vote RecommendationSee Page
Item 1
Election of four directors to serve three-year terms
Majority of votes cast (for each nominee)FOR EACH NOMINEE
Item 2
Advisory vote on compensation paid to named executive officers
Majority of votes castFOR
Item 3
Advisory vote on frequency of future advisory votes on named executive officer compensation
Majority of votes castFOR
Item 4
Ratification of the appointment of the independent auditor
Majority of votes castFOR
Item 5
Proposal to amend the company’s articles of incorporation to eliminate the classified board structure
80% of outstanding sharesFOR
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Voting MatterRequired VoteBoard Vote RecommendationSee Page
Item 6
Proposal to amend the company’s articles of incorporation to eliminate supermajority voting provisions
80% of outstanding sharesFOR
Item 7
Shareholder proposal to publish an annual report disclosing lobbying activities
Majority of votes castAGAINST
Item 8
Shareholder proposal to eliminate supermajority voting requirements
Majority of votes castAGAINST
Item 9
Shareholder proposal to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents
Majority of votes castAGAINST
Item 10
Shareholder proposal to report on risks of supporting abortion
Majority of votes castAGAINST
Item 11
Shareholder proposal to disclose lobbying activities and alignment with public policy positions and statements
Majority of votes castAGAINST
Item 12
Shareholder proposal to report on effectiveness of the company’s diversity, equity, and inclusion efforts
Majority of votes castAGAINST
Item 13
Shareholder proposal to adopt a policy to require certain third-party organizations to annually report expenditures for political activities before Lilly contributes to an organization
Majority of votes castAGAINST

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Governance
How We Build an Effective Board
Our directors are elected by the company’s shareholders to oversee the actions and results of the company’s management. The Directors and Corporate Governance Committee, together with our lead independent director, regularly assesses the effectiveness of the board to ensure that directors reflect the skill sets, experiences, diverse viewpoints and characteristics necessary to lead our complex and evolving business. Execution of our robust assessment and refreshment process, guided by key governance guidelines, has resulted in a mix of directors that balance experienced institutional knowledge and fresh perspectives, and reflect a broad range of backgrounds and viewpoints.
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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. 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. The board also determined 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.
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In making its independence determinations, the board considered that Ms. Walker is affiliated with the Goldman Sachs Group, which the company may use for advisory, investment banking or similar services from time to time.
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, Hedley, and Runge are employed at medical or academic institutions with which the company engages in clinical research,

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provides research grants, and/or engages in commercial transactions in the ordinary course of business. Mr. Luciano is employed by Archer-Daniels-Midland Company. 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: The board strives to achieve diversity in the broadest sense, including persons diverse in geography, gender, ethnicity, age, and experience. Although the board does not establish specific diversity goals or have a standalone diversity policy, the board’s overall diversity is an important consideration in the director selection and nomination process. The Directors and Corporate Governance Committee assesses the effectiveness of board diversity efforts in connection with the annual nomination process as well as in new director searches. The company’s current 13 directors range in age from 50 to 72 and include five women and six minority group members (MGM).
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7.8 Years
Average Director Tenure
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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. Mr. Tai, who joined the board in 2013, will retire from the board following the Annual Meeting.
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 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 Confidentiality Policy can be viewed on the company’s website at: lilly.com/leadership/governance.

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Director Skills:
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.
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Director Experience:
Set forth below is information, as of February 21, 2023, regarding our directors and director nominees. We have provided the most relevant experiences, qualifications, attributes, and skills that led to 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

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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.
Class of 2023
KEY EXPERIENCE AND QUALIFICATIONS
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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. His groundbreaking research and discovery talents provide an important resource to management, including in his role as the Chair of the board’s Science and Technology Committee.
With decades of preeminent medical research experience, particularly within oncology, Dr. Kaelin offers a valuable perspective 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.
Dr. Kaelin’s passion for improving the lives of patients drives his ongoing research and is core to Lilly’s mission.
William G. Kaelin, Jr., M.D.
Age: 65
Director since: 2012
Board Committees:
Directors and Corporate Governance
Science and Technology (Chair)
Other Public Boards:
None
Recent Prior Public Boards:
None
Key Skills:
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CAREER HIGHLIGHTS
Harvard Medical School
Sidney Farber Professor of Medicine (2018 - present)
Professor of Medicine (2002 - 2018)
Dana-Farber Cancer Institute and Brigham and Women’s Hospital
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 (ASCI); American Academy of Arts and Sciences

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KEY EXPERIENCE AND QUALIFICATIONS
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Mr. Ricks has 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 CEO, Lilly has (i) experienced revenue growth of approximately 34%, (ii) experienced a five-year total shareholder return of 377%, 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 the company’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.
As the primary face for Lilly, 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’ multi-faceted 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: 55
Director since: 2017
Board Committees: None
Other Public Boards:
Adobe Inc.
Recent Prior Public Boards:
Elanco Animal Health Inc.
Key Skills:
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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
International Federation of Pharmaceutical Manufacturers & Associations (IFPMA), CEO Steering Committee
Pharmaceutical Research and Manufacturers of America (PhRMA), Board (Past Chair)
U.S. Patent and Trademark Office, Council for Inclusive Innovation
Riley Children's Foundation
Central Indiana Corporate Partnership, Board









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KEY EXPERIENCE AND QUALIFICATIONS
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Dr. Runge’s extensive experience as a physician and scientist contributes a unique depth of understanding to the board’s risk oversight and advice on scientific matters involving Lilly’s discovery and development programs, including a strong understanding of healthcare facility systems, biomedical research and training, innovation, clinical trial design and patient safety.
As CEO of one of the largest hospitals in Michigan that is committed to high-quality care to under-resourced communities and is also a premier academic medical center, Dr. Runge brings to the board first-hand knowledge of healthcare services delivery, including hospital procurement and in-patient experiences with pharmaceuticals. Dr. Runge is committed to providing high-quality, low-cost healthcare for the underserved populations – locally and across the state.
With over three decades of academic experience across the United States, Dr. Runge provides a distinctive perspective on how future healthcare professionals are trained.
Dr. Runge’s service as a principal investigator and director of an institution that was part of a national consortium to improve the way biomedical research is conducted across the country, as well as his own research efforts, provide valuable insights into the medical research process.
Dr. Runge’s practical experience obtained at some of nation’s renowned medical institutions offers a valuable perspective on diabetes and obesity treatment.
Marschall S. Runge, M.D., Ph.D.
Age: 68
Director since: 2013
Board Committees:
Ethics and Compliance
Science and Technology
Other Public Boards:
None
Recent Prior Public Boards:
None
Key Skills:
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CAREER HIGHLIGHTS
University of Michigan
CEO, Michigan Medicine (2015 - present)
Executive Vice President for Medical Affairs (2015 - present)
Dean, Medical School (2015 - present)
University of North Carolina School of Medicine
Executive Dean (2010 - 2015)
Chair of the Department of Medicine (2000 - 2015)
Principal Investigator and Director of the North Carolina Translational and Clinical Sciences Institute (2010 - 2015)
OTHER HIGHLIGHTS
Vice Chair, the University of Michigan Health Board
Chair, the Michigan Health Corp. Board (the governing board for business partnerships)
Member, American Association of Medical Colleges, American College of Cardiology, and American Medical Association
Cardiology Fellow and Faculty Member at Harvard’s Massachusetts General Hospital
Associate Professor of Medicine at Emory University
John Sealy Distinguished Centennial Chair in Internal Medicine and Director of the Division of Cardiology and the Sealy Center for Molecular Cardiology at the University of Texas Medical Branch at Galveston




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Operations / Strategy

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KEY EXPERIENCE AND QUALIFICATIONS
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Ms. Walker brings to the board extensive experience in building and strengthening brands, cultivating opportunities in new and existing markets, scaling organizations, and demonstrating accountability for results. She has an acute understanding of technology’s importance in organizational success.
Ms. Walker has spent more than three decades in the information technology industry, building strong technology acumen and strategic insight through business and consumer leadership positions.
Ms. Walker has been a key leader in international organizations applying new strategies to achieve transformative change, including transforming the Intel brand, and an award-winning integrated marketing and communications approach using digital and social media to engage customers and partners on their purchase journey.
During her career at Cisco, Ms. Walker led a complete transformation of the company’s marketing function to become a leader in real-time marketing and communications while also spearheading transformation to a hybrid business model selling hardware, services, software as a service (SaaS) and software.
Karen Walker
Age: 61
Director since: 2018
Board Committees:
Audit
Talent and Compensation
Other Public Boards:
Sprout Social, Inc.
Recent Prior Public Boards:
None
Key Skills:
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CAREER HIGHLIGHTS
The Goldman Sachs Group, Inc., a leading global financial institution that delivers a broad range of financial services
Operating Partner (2023 – present)
Intel Corporation, a leader in the semiconductor industry
Senior Vice President and Chief Marketing Officer (2019 - 2022)
Cisco Systems, Inc., a provider of communications technologies and services to commercial and governmental customers
Senior Vice President and Chief Marketing Officer (2015 - 2019)
Senior Vice President, Marketing (2013 - 2015)
Senior Vice President of Segment, Services and Marketing Partner (2012 - 2013)
Hewlett-Packard Company, a manufacturer of software and computer services
Various marketing, strategy and operations roles in Europe, North America and Asia-Pacific (1984 - 2009)
OTHER HIGHLIGHTS
Advisory Board, Salvation Army of Silicon Valley
Forbes Top 10 Most Influential CMOs in the World (2017 and 2019)









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CEO Leadership
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Finance / Accounting
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International Business
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Healthcare Industry
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Science / Academia
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Government Relations / Public Policy
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Sales / Marketing
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Technology / Digital
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Operations / Strategy

17


Class of 2024
KEY EXPERIENCE AND QUALIFICATIONS
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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: 51
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:
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CAREER HIGHLIGHTS
University of Chicago
Provost (Effective March 2023)
Dean and the Emmett Dedmon Professor, Harris School of Public Policy (2017 - present)
Harvard University
C. Boyden Gray Professor of Health Economics (2014 - 2017)
Department of Health Policy and Management, Chair (2014 - 2016)
Adjunct Professor (2017 - present)
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)
Faculty Research Fellow, Public Economics Program (2001 - 2005)
Council of Economic Advisers, Executive Office of the President
Member, confirmed by U.S. Senate (2005 - 2007)
Senior Economist (2001 - 2002)
OTHER HIGHLIGHTS
Panel of Health Advisers to the Congressional Budget Office
Advisory Board of the National Institute for Health Care Management
Editorial Board of Health Affairs, JAMA Health Forum
Trustee of the Mayo Clinic
Member of the National Academy of Medicine, the National Academy of Social Insurance, and the Council on Foreign Relations, American Academy of Arts and Sciences

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CEO Leadership
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Finance / Accounting
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International Business
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Healthcare Industry
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Science / Academia
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Government Relations / Public Policy
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Sales / Marketing
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Technology / Digital
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Operations / Strategy

18


KEY EXPERIENCE AND QUALIFICATIONS
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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 has 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: 63
Director since: 2005
Board Committees:
Talent and Compensation
Science and Technology
Other Public Boards:
Bunge Limited
Recent Prior Public Boards:
None
Key Skills:
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CAREER HIGHLIGHTS
Syngenta Group, a global Swiss-based agriculture technology company that produces agrochemicals and seeds
President and Chief Executive Officer (2016 - present)
Member of the Board of Directors
Member of the Sustainability Committee
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
Not-for-profit boards of directors:
UN World Food Program Farm to Market Alliance
CropLife International (chair)
Syngenta Foundation for Sustainable Agriculture








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CEO Leadership
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Finance / Accounting
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International Business
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Healthcare Industry
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Science / Academia
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Government Relations / Public Policy
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Sales / Marketing
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Technology / Digital
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Operations / Strategy

19


KEY EXPERIENCE AND QUALIFICATIONS
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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: 54
Director since: 2016
Board Committees:
Audit (Chair)
Ethics and Compliance
Other Public Boards:
None
Recent Prior Public Boards:
Hibbett, Inc.
Key Skills:
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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 and Executive Vice President, Finance and Store Development (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
Future 5










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CEO Leadership
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Finance / Accounting
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International Business
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Healthcare Industry
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Science / Academia
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Government Relations / Public Policy
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Sales / Marketing
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Technology / Digital
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Operations / Strategy

20



KEY EXPERIENCE AND QUALIFICATIONS
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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’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 provides global perspective as the 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 also draws on experiences from her prior service as chief financial officer of several public and private companies and audit committee chair of several public companies, providing leadership as an Audit Committee Financial Expert.
Gabrielle Sulzberger
Age: 62
Director since: 2021
Board Committees:
Audit
Directors and Corporate Governance
Other Public Boards:
Mastercard Incorporated
Cerevel Therapeutics Holdings, Inc.
Warby Parker Inc.
Recent Prior Public Boards:
Teva Pharmaceutical Industries Limited
Brixmor Property Group Inc.
Key Skills:
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CAREER HIGHLIGHTS
Teneo, a global CEO advisory firm
Chair of Global ESG Advisory (2021 - present)
Two Sigma Impact, a private equity firm based in New York, New York
Senior Advisor (2021 - present)
Centerbridge Partners, a multidisciplinary investment firm
Senior Advisor (2021 - present)
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
Trinity Church Wall Street
Sesame Street Workshop
Former director, board chair and chair of Audit Committee, Whole Foods Market, Inc.









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CEO Leadership
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Finance / Accounting
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International Business
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Healthcare Industry
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Science / Academia
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Government Relations / Public Policy
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Sales / Marketing
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Technology / Digital
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Operations / Strategy

21


KEY EXPERIENCE AND QUALIFICATIONS
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Mr. Tai is an accomplished international business executive who combines strong investment banking credentials, a depth of expertise about operating in Asia and broad experience as a non-executive board director across a wide range of sectors and geographies.
Mr. Tai’s distinguished career at DBS Group Holdings Ltd, one of the largest financial services groups in Asia, provides deep knowledge of the complex Asia-Pacific region.
Mr. Tai is an accomplished leader with international business, global capital markets, enterprise risk, and financial services experience, including developing emerging markets.
Mr. Tai brings a valuable combination of strategic and executive skills, along with a strong network of business and regulatory connections.
Mr. Tai also brings a wealth of corporate governance experience from his service on corporate and institutional investor boards in North America, Europe, and Asia, including NYSE Euronext, Bank of China, Singapore Airlines, and the Canada Pension Plan Investment Board.
Jackson P. Tai*
Age: 72
Director since: 2013
Board Committees:
Audit
Directors and Corporate Governance
Other Public Boards:
Mastercard Incorporated
HSBC Holdings plc
Recent Prior Public Boards:
None
Key Skills:
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CAREER HIGHLIGHTS
DBS Group Holdings Ltd and DBS Bank Ltd (formerly the Development Bank of Singapore), a financial services institution
Vice Chairman and Chief Executive Officer (2002 - 2007)
President and Chief Operating Officer (2001 - 2002)
Chief Financial Officer (1999 - 2001)
J.P. Morgan & Co. Incorporated, a leading global financial institution
Managing Director in the Investment Banking Division (1974 - 1999), including service as the senior officer for Japan Capital Markets and chairman of the Asia Pacific Management Committee
OTHER HIGHLIGHTS
Director, Metropolitan Opera
Trustee, Rensselaer Polytechnic Institute
Member, Harvard Business School Asia Pacific Advisory Board
*Mr. Tai will retire from the board following the Annual Meeting.











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CEO Leadership
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Finance / Accounting
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International Business
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Healthcare Industry
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Science / Academia
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Government Relations / Public Policy
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Sales / Marketing
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Technology / Digital
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Operations / Strategy

22


Class of 2025
KEY EXPERIENCE AND QUALIFICATIONS
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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. Mr. Alvarez is a leader of people and brings to the Board a strong perspective on how to motivate and engage diverse talent.
As a senior executive of a leading global foodservice retailer and other global restaurant businesses, Mr. Alvarez developed in-depth knowledge of consumer marketing, 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 has acquired wide-ranging corporate governance experience from his service on other public and private company boards.
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: 67
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.
McDonald’s Corporation
KeyCorp
Skylark Co., Ltd.
Realogy Holdings Corp.
Key Skills:
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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
University of Miami President’s Council







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CEO Leadership
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Finance / Accounting
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International Business
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Healthcare Industry
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Science / Academia
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Government Relations / Public Policy
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Sales / Marketing
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Technology / Digital
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Operations / Strategy

23



KEY EXPERIENCE AND QUALIFICATIONS
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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, CEO, president, chief scientific officer or chief operating officer of several biotechnology companies, 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 CEOs, 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: 60
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.
bluebird bio, Inc.
TESARO, Inc.
Key Skills:
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CAREER HIGHLIGHTS
Broad Institute of Harvard and MIT
Senior Scientific Fellow (2021 - present)
GlaxoSmithKline plc, a leading global pharmaceutical company
Member of executive research & 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
Board of directors, Helsinn SA
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






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CEO Leadership
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Finance / Accounting
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International Business
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Healthcare Industry
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Science / Academia
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Government Relations / Public Policy
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Sales / Marketing
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Technology / Digital
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Operations / Strategy

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KEY EXPERIENCE AND QUALIFICATIONS
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Ms. Johnson brings to the board considerable financial experience and a strong background in technology, governance, 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 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: 50
Director since: 2021
Board Committees:
Talent and Compensation
Ethics and Compliance
Other Public Boards:
None
Recent Prior Public Boards:
None
Key Skills:
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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)
Vice President (2002 - 2004)
OTHER HIGHLIGHTS
Director, Share Our Strength
Director, Planet Word
Former trustee, Princeton University











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CEO Leadership
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Finance / Accounting
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International Business
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Healthcare Industry
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Science / Academia
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Government Relations / Public Policy
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Sales / Marketing
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Technology / Digital
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Operations / Strategy

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KEY EXPERIENCE AND QUALIFICATIONS
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Mr. Luciano’s decades of experience, including as Chairman and CEO of Archer-Daniels-Midland Company, in leading large organizations, international business, strategy, and operations bring to the board valuable insights into the complexities of operating in a rapidly changing global market. Mr. Luciano has strong leadership qualities that enable him to act as an independent leader for the Board.
As chairman and CEO 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.
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 lead independent director.
Mr. Luciano is a well-respected leader of the Board, with the willingness and ability to provide direct, candid feedback to the CEO while acting as a facilitator of discussion and progress.
Juan R. Luciano
Lead Independent Director (2019)
Age: 61
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:
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CAREER HIGHLIGHTS
Archer-Daniels-Midland Company, a global food processing and commodities-trading company
Chairman (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
Intersect Illinois, Board
Rush University Medical Center, Board of Trustees
The Business Roundtable
Civic Committee at the Commercial Club of Chicago, Member
Economic Club of Chicago, Member










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CEO Leadership
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Finance / Accounting
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International Business
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Healthcare Industry
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Science / Academia
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Government Relations / Public Policy
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Sales / Marketing
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Technology / Digital
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Operations / Strategy

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Director Nominations

Each year, the board proposes a slate of director nominees for election by shareholders at the Annual Meeting. The board has delegated the process of screening potential director candidates to the Directors and Corporate Governance Committee, which receives input from other board members.
Incumbent Directors
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Candidate
 Pool
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In-Depth Review
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Recommend Selected Candidates for Election to the Board
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Shareholders
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Evaluate qualifications
Diverse backgrounds and experiences
Review independence
Assess skills
Meet with directors

Executive Search Firms
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Management
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Candidate Identification: Director candidates can be identified from several sources, including executive search firms retained by the committee, incumbent directors, management, and shareholders.
The Directors and Corporate Governance Committee employs the same process to evaluate all candidates, including those submitted by shareholders, in accordance with our bylaws and corporate governance guidelines.
1.Evaluate director qualifications. The committee initially evaluates a candidate based on publicly available information and any additional information supplied by the party recommending the candidate. If the candidate appears to satisfy the selection criteria and the committee’s initial evaluation is favorable, the committee, assisted by management or a search firm, gathers additional data on the candidate’s qualifications, availability, probable level of interest, and any potential conflicts of interest.
Incumbent Directors - For incumbent directors being considered for re-nomination, the Directors and Corporate Governance Committee has the additional benefit of (i) feedback from the annual board and committee evaluations and related individual discussions between each director and each of the chair and the lead independent director; (ii) knowledge of attendance and participation at, and preparation for, prior board and committee meetings; and (iii) shareholder feedback, if such nominee has been elected at a prior annual meeting.
2.Meetings with Select Directors. If the committee’s subsequent evaluation continues to be favorable, the candidate is contacted by the chair of the board and one or more of the independent directors, including the lead independent director, for direct discussions to determine the mutual level of interest in pursuing the candidacy.
3.Recommendation for Election. If these discussions are favorable, the committee recommends that the board nominate the candidate for election by the shareholders (or for the board to elect the candidate to fill a vacancy, as applicable).


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Shareholder Director Candidates
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g32.jpgShareholder Recommendations of Director Candidates - A shareholder who wishes to recommend a director candidate for evaluation should forward the candidate’s name and information about the candidate’s qualifications by delivery and email to:
Chair of the Directors and Corporate Governance Committee
c/o General Counsel and Secretary
Lilly Corporate Center
Indianapolis, IN 46285
Email: shareholderproposals@lilly.com
The candidate must meet the selection criteria described above under “Governance—How We Build an Effective Board—Director Qualifications” and must be willing and expressly interested in serving on the board.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g32.jpgShareholder Nominations for Director Candidates for Inclusion in the Proxy Statement (“Proxy Access”) - If a shareholder or group of shareholders wishes to nominate one or more director candidates to be included in the proxy statement for the 2024 annual meeting pursuant to the “proxy access” provisions of the company’s bylaws (section 1.10), such shareholder or group of shareholders must deliver to the company’s Secretary, and the company’s Secretary must receive, written notice no later than November 18, 2023, and no earlier than October 19, 2023. However, if the date of the 2024 annual meeting is changed by more than 30 days from May 1, 2024 (the date contemplated for the 2024 annual meeting as set forth in this proxy statement), a shareholder must give the company written notice no earlier than 150 days in advance of the date of the 2024 meeting and no later than the close of business on the later of 120 days in advance of the 2024 annual meeting or 10 days following the date we first publicly announce the date of 2024 annual meeting. Any such notice must also comply with the timing, disclosure, procedural, and other requirements as set forth in the bylaws.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g32.jpgOther Shareholder Nominations for Director Candidates - In addition, under Section 1.9 of the company’s bylaws, any shareholder of record wishing to directly nominate a director candidate at the 2024 annual meeting of shareholders (i.e., to propose a candidate for election who is not otherwise nominated by the board through the recommendation process described above and not pursuant to the “proxy access” provisions described above) must deliver to the company’s Secretary, and the company’s Secretary must receive, written notice no later than the close of business on November 18, 2023, and no earlier than the close of business on September 19, 2023. However, if the date of the 2024 annual meeting is changed by more than 30 days from May 1, 2024 (the date contemplated for the 2024 annual meeting as set forth in this proxy statement), a shareholder must give the company written notice no later than the close of business on the later of 120 days in advance of the 2024 annual meeting or 10 days following the date we first publicly announce the date of 2024 annual meeting. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in the bylaws. A copy of the bylaws is available online at lilly.com/leadership/governance.
https://cdn.kscope.io/73919a88d3a9c04faa8b771471726007-lly-20230317_g32.jpgUniversal Proxy for Shareholder Nominations - In addition to satisfying the requirements under our bylaws, if a shareholder intends to comply with the SEC’s universal proxy rules and to solicit proxies in support of director nominees other than the company’s nominees, the shareholder must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at the address stated above for shareholder recommendations no later than 60 calendar days prior to the one-year anniversary date of the Annual Meeting (for the 2024 annual meeting of shareholders, no later than March 2, 2024). If the date of the 2024 annual meeting of shareholders is changed by more than 30 calendar days from such anniversary date, however, then the shareholder must provide notice by the later of 60 calendar days prior to the date of the 2024 annual meeting of shareholders and the 10th calendar day following the date on which public announcement of the date of the 2024 annual meeting of shareholders is first made by the company.

28


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.
2023 Nominees
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William G. Kaelin, Jr., M.D.
Independent Director
David A. Ricks
Chair of the Board
Marschall S. Runge, M.D., Ph.D.
Independent Director
Karen Walker
Independent Director
The term for directors to be elected this year will expire at the annual meeting of shareholders held in 2026. 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 Experience” in this proxy statement.
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RECOMMENDATION FOR
The board recommends that you vote FOR the election of each of the board’s nominees, William G. Kaelin, Jr., M.D., David A. Ricks, Marschall S. Runge, M.D., Ph.D., and Karen Walker, to serve as directors until our 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal.
How We Operate an Effective Board
We believe that high board effectiveness promotes the long-term interests of our shareholders, strengthens the accountability of the board of directors and management, and improves our standing as a trusted member of the communities we serve. In addition to having the right mix of directors, there are many factors involved in operating an effective board.
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Working Dynamics
Leadership Structure
Our board believes that there is no “one-size-fits-all” approach to board leadership and recognizes that one of its key responsibilities is to evaluate its optimal leadership structure to ensure both independent oversight of management and an engaged board with complementary qualities, perspectives, and experiences. The board regularly reviews its leadership structure and developments in the area of corporate governance to ensure that our chosen leadership structure continues to strike the appropriate balance for the company and our stakeholders and enables us to promote the long-term interests of our shareholders.

29


In 2022, the board continued its proactive assessment of board succession and refreshment. After thoughtful consideration of our business, long-term strategy, and related risks, and the strength of our lead independent director, the independent directors believe that the combination of the chair and CEO roles, coupled with a strong lead independent director position, continues to be in the best interest of the company and our shareholders. The board believes that Mr. Ricks’ extensive knowledge of, and experience in, the pharmaceutical industry enables him to effectively set the long-term strategic direction of the company and provide diligent, long-term leadership and direction for management and our board.
Mr. Luciano serves as the current lead independent director. Mr. Luciano is a strong lead independent director who fulfills the duties below. As the CEO and president of Archer-Daniels-Midland Company, he brings valuable and diverse experience and outside perspective to his lead independent director role, which permits him to serve as a trusted adviser to Mr. Ricks and ensure effective board management and risk oversight.
Lead Independent Director Responsibilities and Characteristics
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In 2022, the independent directors, led by Mr. Luciano, met at each regularly scheduled board meeting in executive session to discuss various matters related to the oversight of the company, the management of the board’s affairs, and the CEO’s performance. We believe Mr. Luciano fosters an open and constructive dialogue during these sessions as well as during individual discussions with the independent directors. Mr. Luciano informs Mr. Ricks of the independent directors’ discussions, including providing performance feedback.
Fostering Independent Oversight
In addition to a strong lead independent director role, the board has put in place a number of governance practices to ensure effective independent oversight, including:
Executive sessions of the independent directors: Held after every regular board meeting and presided over by the lead independent director.

30


Annual performance evaluation of the chair and CEO: Conducted by the independent directors, the results of which are reviewed with the CEO and considered by the Talent and Compensation Committee and independent directors in establishing the CEO’s compensation for the following year.
Lead independent director assessment: The lead independent director is elected by and from among the independent directors of the board, which conducts an assessment of his or her performance as part of the annual board assessment process as well as an assessment of key characteristics for the lead independent director position.
Director access to independent advisors: The independent directors and all committees have the ability to retain their own independent advisors, at the company’s expense, whenever they deem it desirable to do so.
Director access to management: Independent directors have direct access to members of management whenever they deem it necessary, and certain of the company’s executive officers attend part of each regularly scheduled board meeting.
Board Structure
The board has established five standing committees: Audit, Talent and Compensation, Directors and Corporate Governance, Science and Technology, and Ethics and Compliance. Our independent directors are appointed to committees to take advantage of their diverse skill sets and enable deep focus on a specific scope of matters. The board annually reviews committee memberships and chair positions, seeking the best blend of continuity and innovative perspectives on the committees.
Each of our committees:
operates pursuant to a written charter (available on our website at lilly.com/leadership/governance),
evaluates its performance annually,
reviews its charter annually, and
is composed only of members that have been determined by the board to be independent as defined in the NYSE listing requirements and Lilly’s independence standards.
In addition, the members of the Audit and Talent and Compensation Committees each meet the additional independence requirements applicable to them as members of those committees. For more information on director independence, see “Governance—How We Build an Effective Board—Director Qualifications—Independence.”
The chair of each committee determines the frequency and agenda of committee meetings, subject to any minimums specified in the relevant committee charter, and the committees meet alone in executive session on a regular basis.
Meetings of the Board and Its Committees
In 2022, our board met seven times, and each director attended at least 75 percent of the total number of meetings of the board and the committees on which he or she served during his or her tenure as a board or committee member. In addition, all board members are expected to attend the Annual Meeting. All directors then serving on the board attended the 2022 annual meeting of shareholders with the exception of Mr. Eskew, who retired following the 2022 annual meeting. Key responsibilities, current committee membership and the number of meetings of the board and each committee held in 2022 are shown in the table below.

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Committees of the Board
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Audit Committee
Members:
Mr. Alvarez*
Mr. Jackson* (Chair)
Ms. Sulzberger*
Mr. Tai*
Ms. Walker
* Financial Experts
Meetings in 2022: 6

Key responsibilities and areas of risk oversight:
oversees integrity of financial information provided to our shareholders and others
oversees management’s systems of internal controls and disclosure controls
oversees performance of internal and independent audit functions
establishes qualifications and determines independence of the company’s independent auditor
has sole authority to appoint or replace the independent auditor
oversees compliance with legal and regulatory requirements
oversees processes and procedures related to identifying and mitigating enterprise-level risks
oversees the company’s programs, policies, procedures, and risk management activities related to information security and data protection    
together with the ethics and compliance committee, oversees the company’s compliance with the company’s code of ethics                                    
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Talent and Compensation Committee
Members:
Mr. Alvarez (Chair)
Mr. Fyrwald
Ms. Johnson
Mr. Luciano
Ms. Walker
Meetings in 2022: 7

Key responsibilities and areas of risk oversight:
establishes the compensation of CEO (in consultation with independent directors and external compensation consultant) and other executive officers
oversees global compensation philosophy and human management capital efforts, including DEI efforts
has authority to appoint or replace the compensation consultant
acts as the oversight committee with respect to the company’s deferred compensation plans, management stock plans, and other management incentive and benefit programs
reviews succession plans for the CEO and other key senior leadership positions, including a broad review of our succession management
advises our management and the board regarding other human capital management, DEI efforts, and employee compensation and benefits matters
reviews, monitors, and oversees stock ownership guidelines for executive officers
oversees the company’s executive compensation recovery policy
oversees the company’s engagement with shareholders regarding executive compensation matters, including reviewing and evaluating the results of advisory votes on executive compensation

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Directors and Corporate Governance Committee
Members:
Dr. Kaelin
Mr. Luciano (Chair)
Ms. Sulzberger
Mr. Tai
Meetings in 2022: 7
Key responsibilities and areas of risk oversight:
reviews and recommends to the board the size and composition of the board and its committees
leads the process for director recruitment, together with the lead independent director
reviews recommendations for nominees for the board of directors
oversees matters of corporate governance, including board performance, non-employee director independence and compensation, corporate governance guidelines, and shareholder engagement on governance matters
identifies and brings to the attention of the board as appropriate current and emerging environmental, social, political, and governance trends and public policy issues that may affect the business operations, performance, or reputation of the company
annually assesses the performance of the board, board committees and board processes, and reviews such findings with the board
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Ethics and Compliance Committee
Members:
Dr. Baicker (Chair)
Dr. Hedley
Mr. Jackson
Ms. Johnson
Dr. Runge
Meetings in 2022: 4
Key responsibilities and areas of risk oversight:
reviews, identifies and, when appropriate, brings to the attention of the board legal and regulatory trends and issues, and compliance and quality matters that may have an impact on the business operations, financial performance, or reputation of the company
reviews, monitors, and makes recommendations to the board on corporate policies and practices related to compliance, including those related to employee health and safety
together with the audit committee, assists the board in its oversight of legal and regulatory compliance and oversees the company’s compliance with its code of ethics
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Science and Technology Committee
Members:
Dr. Baicker
Mr. Fyrwald
Dr. Hedley
Dr. Kaelin (Chair)
Dr. Runge
Meetings in 2022: 7
Key responsibilities and areas of risk oversight:
reviews and advises the board regarding the company’s long-term strategic goals and objectives and the quality and direction of the company’s research and development programs
reviews and advises the board and management on the company’s major technology positions and strategies relative to emerging technologies, emerging concepts of therapy and health care, and changing market requirements
monitors and evaluates developments, technologies, and trends in pharmaceutical research and development
regularly reviews the company’s product pipeline
assists the board with its oversight responsibility for enterprise risk management in areas affecting the company’s research and development

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Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 2022, Mr. Alvarez, Mr. Fyrwald, Ms. Johnson, Mr. Luciano, and Ms. Walker served on the Talent and Compensation Committee.
None of the Talent and Compensation Committee members:
has ever been an officer or employee of the company,
is or has been a participant in a related person transaction with the company (see “Governance—How We Operate an Effective Board—Board Alignment—Conflicts of Interest and Transactions with Related Persons—Review and Approval of Transactions with Related Persons” for a description of our policy on related person transactions), or
has any other interlocking relationships requiring disclosure under applicable SEC rules.
Governance Practices
We are committed to good corporate governance, which promotes the long-term interests of shareholders and other company stakeholders, builds confidence in our leadership, and strengthens accountability by the board and management.
Board Oversight
The board exercises oversight over a broad range of areas, but the board’s key responsibilities include the following (certain of which are carried out through the board’s committees):
providing general oversight of the business
approving corporate strategy
approving major management initiatives
overseeing significant capital allocation
selecting, compensating, evaluating, and, when necessary, replacing the CEO, and compensating other senior executives
ensuring that an effective succession plan is in place for all key senior leadership positions and reviewing our broader talent management process, including human capital management strategies, overall corporate culture, and DEI programs
overseeing the company’s ethics and compliance program and management of significant business risks
selecting, compensating, and evaluating directors, and evaluating board processes and performance
overseeing the company’s enterprise risk management program, including receiving regular briefings on cybersecurity, technology, and information risks
overseeing the company’s approach to current and emerging environmental, social, political, and governance trends and public policy issues that may affect the business operations, performance or reputation of the company, and
overseeing the company’s political expenditures and lobbying activities.
Key Areas of Oversight by the Board and Its Committees
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Strategy
The board takes an active role in overseeing the development and execution of the company’s business strategy. Each year, the board and executive management conduct an extended review and discussion of the company’s strategy, goals, external environment, and key risks. Board meetings include discussions of company performance relative to its strategy. The board also reviews strategic focus areas for the company, such as innovation, information security, cybersecurity, and human capital management. Decisions reached in this session are reevaluated throughout the year, including as the board discusses the company’s financial performance, the performance of our business units, and progress in our product pipeline.


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Compliance
The board, together with its committees, oversees the processes by which the company conducts its business to ensure the company operates in a manner that complies with laws and regulations and reflects the highest standards of integrity. The Ethics and Compliance Committee meets at least four times per year, including semi-annual private sessions to discuss compliance with the company’s chief ethics and compliance officer, the general auditor, and the executive vice president, global quality. On an annual basis, the full board reviews the company’s overall state of compliance and the Ethics and Compliance Committee receives an update on compliance at each committee meeting. The chief ethics and compliance officer and the executive vice president, global quality report directly to the CEO.
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Risk Management
Our board, as a whole, is responsible for broad oversight of all existing and emerging enterprise risk (over the short-, mid- and long-term) and of management’s development and execution of mitigation strategies designed to address those risks. In this capacity, the board has designated committees to assist in its oversight of particular key risks as described in Board StructureCommittee Descriptions. Oversight of additional matters of potential risk not delegated remain the responsibility of the full board.
While the board and its committees oversee risk management, the company’s senior management is responsible for identifying, assessing and mitigating risk on a day-to-day basis. Each committee of our board meets regularly with key management personnel and, as desired by the applicable committee, outside advisors (including outside counsel, consultants and experts) to oversee risks associated with their respective principal areas of focus. In turn, each committee reports to the board regularly, fostering awareness and communication of significant matters among all directors, and promoting a coordinated and cohesive approach to enterprise risk oversight.
The company’s enterprise risk management program, which is overseen by the Audit Committee, is directed by its chief ethics and compliance officer. Enterprise risks are identified and prioritized by management through both top-down and bottom-up processes. Management uses robust internal processes and controls to manage risk. The enterprise-level risks are reviewed annually at a full board meeting, and relevant enterprise risks are also addressed in periodic business function reviews and at the annual board and senior management strategy session. Management frequently collaborates throughout the year to keep an open dialogue on emerging risks identified from a variety of internal and external sources.
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Governance
Corporate Governance Guidelines - The board has adopted corporate governance guidelines that set forth the company’s key principles of corporate governance and are available at lilly.com/leadership/governance.
Code of Ethics - The board approves the company’s code of ethics, which is set out in:
The Red Book: A code of ethical and legal business conduct applicable to all employees worldwide and to our board. The Red Book is reviewed and approved annually by the board. In 2022, we revised The Red Book training to update our Global Conduct in the Workplace procedure to continue to help ensure that we maintain a respectful, safe, inclusive, and professional workplace.
Code of Ethical Conduct for Lilly Financial Management: A supplemental code for our CEO and all members of financial management in recognition of their unique responsibilities to ensure proper accounting, financial reporting, internal controls, and financial stewardship.
These documents are available at lilly.com/operating-responsibly/ethics-compliance and lilly.com/operating-responsibly/ethics-compliance/financial-management-ethical-conduct. In the event of any amendments to, or waivers from, a provision of the code affecting the CEO, chief financial officer, chief accounting officer, controller, or persons performing similar functions, we intend to post on the above website, within four business days after the event, a description of the amendment or waiver as required under applicable SEC rules. We will maintain that information on our website for at least 12 months.

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CEO Succession Planning
At least annually, the Talent and Compensation Committee, board, and CEO review the company’s succession plans for the CEO and other key senior leadership positions. The independent directors also meet without the CEO to discuss CEO succession planning.
During these reviews, the CEO and directors discuss:
future candidates for the CEO and other senior leadership positions;
succession timing; and
development plans for potential candidates.
The independent directors and the CEO maintain a confidential plan for the timely and efficient transfer of the CEO’s responsibilities in the event of an emergency or his sudden departure, incapacitation, or death.
The company ensures that the directors have multiple opportunities to interact with the company’s top leadership talent in both formal and informal settings to allow them to most effectively assess the candidates’ qualifications and capabilities.
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Environmental, Social, and Governance
Our approach to ESG governance includes board oversight, management accountability, corporate policies and management systems, and stated public policies and positions on key ESG topics. Our full board is engaged in strategic ESG oversight, receives regular updates on ESG matters, reviews our long-term environmental goals, and weighs in on significant strategic investments, including those related to ESG. The Directors and Corporate Governance Committee is also responsible for identifying and bringing to the attention of the board, as appropriate, current and emerging environmental, social, political, and governance trends and public policy issues that may affect our business operations, performance, or reputation.
In addition, we have formed an ESG Governance Committee that includes senior leaders across many of our business functions. The committee reports to our senior leadership Executive Committee.
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Human Capital Management
The board exercises active oversight over our overall talent management process, including human capital management strategies, corporate culture, and DEI programs. The board also oversees the work of its committees in developing corporate policies and frameworks designed to attract, retain, engage, and develop a workforce that aligns with our values and mission. The Talent and Compensation Committee advises the board and management on and is responsible for oversight of human capital management, DEI efforts, and employee compensation and benefits matters, and annually reviews our leadership development and succession planning practices.
The board also oversees human capital management by regularly engaging with management and facilitating a system of reporting that highlights the importance of DEI to Lilly. For example, as part of our commitment to DEI, our board considers the contributions related to DEI of our CEO and other executive committee members when determining their compensation. Our board also oversees the activities of our CEO and executive committee in setting expectations for inclusive leadership and holding leaders accountable for building diverse and inclusive teams. Our CEO receives regular reports from Lilly’s executive vice president for human resources and diversity. In addition, our chief DEI officer is a senior vice president who also has responsibility for all aspects of talent management in the company, which enables full integration of DEI into our talent systems. The senior vice president of DEI and talent management reports to the executive vice president for human resources and diversity, who is a member of our executive committee. We believe this system of oversight and reporting by the board and our key executives is critical to our success in fostering an inclusive, supportive, and rewarding workplace.

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Cybersecurity
Our board and Audit Committee receive regular presentations on cybersecurity and information technology from our management as part of their oversight of enterprise-level risks. In addition to regular presentations, management promptly updates our board regarding significant threats or incidents as they arise, as well as changes to the broader cybersecurity landscape.
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Political Activities
Our board exercises governance oversight of our political expenditures and lobbying activities, ensuring our commitment to stewardship of corporate funds and risk minimization with respect to such activities. The Directors and Corporate Governance Committee is responsible for identifying current and emerging environmental, social, political, and governance trends and public policy issues that may affect the business operations, performance, or reputation of the company. In addition, the board receives regular updates at board meetings from our executive vice president, corporate affairs, and communications, which include updates on public policy issues and the company’s political corporate activity, as needed. The board also receives semi-annual updates on political engagement, including information on the contributions made by our employee political action committee (LillyPAC) and the company, as well as trade association memberships.
Environmental, Social and Governance
Overview
Our purpose is to unite caring with discovery to create medicines that make life better for people around the world. This purpose guides our business and ESG strategy.
We have undertaken a detailed review of our sustainability efforts, how we communicate progress toward our ESG goals, and our broader ESG strategy. In 2021, we adopted additional prevalent reporting frameworks, established new 2030 sustainability goals, and held an ESG stakeholder day to share our strategy and progress. In 2021, we also issued Lilly’s first sustainability bond, which will help fund projects intended to contribute to our ESG objectives.
Reporting Frameworks: We have adopted and communicate our progress toward our ESG objectives related with the respect to the:
1.Sustainability Accounting Standards Board (SASB) for Biotechnology and Pharmaceuticals,
2.Task Force on Climate-Related Financial Disclosures, and
3.United Nations Sustainable Development Goals.
Additional information on our ESG efforts is available in our ESG report on our website. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated herein.
Highlights of 2022 Progress
We made progress toward our ESG goals in 2022 by, among other things:
Establishing a collaboration to deliver high-quality, affordable human and analogue insulin to at least one million people living with type 1 and type 2 diabetes in low- to middle-income countries, most of which are in Africa.
Installing a new solar parking canopy at our facility in Fegersheim, France capable of producing approximately 4,200 megawatt-hours of electricity a year as part of our 2030 goal to be carbon neutral in our own operations.
Publishing the first allocation report for our sustainability bond.

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Increase Access to Medicines
We are deeply committed to equitable and affordable access to our medicines so our breakthroughs can transform more lives. We are also committed to expanding our impact on society by addressing complex global health challenges, with a focus on communities with limited resources. Reaching across industry boundaries, we collaborate with partners to reach more people, and our collective work seeking to benefit individual patients and the global health system.
We offer a variety of affordability solutions through patient support programs and copay assistance across our major products, including medicines for diabetes, migraine, immunology diseases and cancer. For migraine and immunology, we have designed copay assistance programs to bring eligible patients’ monthly out-of-pocket costs to $25 or lower. For cancer treatment, we have created a Lilly Oncology Support Center that assists eligible patients in identifying affordability options related to our products in their treatment.
For millions of people with diabetes, insulin is a life-saving medicine. Over the last century, this medical miracle has improved and extended countless lives around the world. Lilly takes its role as a leading diabetes company seriously — and we believe that includes affordable access to treatments. Today, anyone in the United States is eligible to obtain their monthly prescription of Lilly insulin for $35 or less — regardless of the number of vials or pens — whether they are uninsured or use commercial insurance, Medicaid or a participating Medicare Part D plan.
As a global company, we are particularly aware of the social and economic circumstances in many developing countries that may make access to medicines difficult. In response, Lilly is researching and implementing alternative business models, recognizing particular access challenges in lower-income countries. We also support efforts to decrease the final price of medicines to patients, such as minimizing taxes and limiting markups applied in the supply chain.
Through investments in people, medicines and health systems, we aim to improve access to quality health care for 30 million people living in settings with limited resources annually by 2030. We call this global effort Lilly 30x30. To achieve our goal, we are leveraging the company’s resources and working with leading health organizations to increase access to Lilly medicines and address complex global health challenges. Our Lilly 30x30 goal is intended to advance health equity across three areas of impact: our pipeline and external pipelines we help support, programs to increase access to Lilly medicines, and partnerships. In each of these areas, we are working to develop high-impact, scalable solutions.
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Improve Lives and Communities
Beyond our medicines, we invest our time, expertise, and resources to drive positive social impact with a focus on health. We focus on action and advocacy designed to build stronger communities where people and companies can prosper and thrive. We collaborate with organizations that have proven track records of social impact. We also encourage our employees to volunteer and give in meaningful ways.
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Empower a Diverse Workforce
DEI is at the core of how we do business. Our long-standing values of integrity, excellence, and respect for people foster an environment where team members are encouraged to speak up, share ideas, and be fully engaged in our work, while bringing their full authentic selves to work every day. By doing so, we help innovate, accelerate, and deliver life-changing medicines that make a difference for people around the world. See below under “—Human Capital Management” for additional information regarding our DEI efforts and progress.
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Operate Ethically and Responsibly
We strive to earn and maintain the trust of people we serve by acting ethically and responsibly. We set high standards for our products, operations and performance, and we show caring and respect for those

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touched by our work. Our actions are grounded in our company’s core values of integrity, excellence, and respect for people. See “Key Areas of Oversight by the Board and Its CommitteesGovernance” for additional information.
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Minimize our Environmental Impact
We believe that making life better means protecting and preserving the world in which we live. While making medicines requires the use of valuable resources, including energy, water, and raw materials, we remain committed to improving our environmental impact across our product life cycles and supply chain. We have set 2030 sustainability goals to reduce our emissions and waste and to continue using water responsibly and efficiently.
Human Capital Management
Overview
At Lilly, dedication to human capital management is a core component of our corporate governance and culture. Our comprehensive approach to human capital management is grounded in our core values of integrity, excellence, and respect for people, which reflect our commitment to creating a safe, supportive, ethical, and rewarding work environment.
Measuring Progress on Diversity, Equity, and Inclusion
We are committed to fairness and nondiscrimination in our employment practices, and we deeply value diverse backgrounds, skills, and global perspectives. To fulfill our purpose, we believe we must look at challenges from multiple viewpoints and understand the diverse experiences of the patients who depend on us. In short, we believe that diverse representation at all levels makes Lilly a stronger and more innovative company.
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Employee Journeys
We believe that fostering DEI begins with understanding, and we have approached DEI with the same rigor as our other business-critical priorities. Our Employee Journeys research has yielded important insights about the experiences of women, Black/African American, Latinx, Asian, and LGBTQ+ employees at Lilly. In response to insights from our Employee Journeys research, we developed, among others, an education and awareness program to help build cultural literacy and foster an understanding of employee expectations for feeling psychologically safe at work. More than 3,500 leaders and more than 13,000 employees have participated in required training to gain greater awareness of how unconscious bias and microaggressions can harm team cohesiveness and hurt employee engagement. Our Employee Journeys research has also resulted in growing energy around DEI, with a company-wide network of DEI champions, initiatives, and teams across business areas—and an expanding appreciation of the value of different perspectives. The results of this research are reviewed by our senior leadership, and we deploy actions and activities in response to these insights to improve our workplace and corporate culture.
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Racial Justice Commitment
In 2020, Lilly and the Lilly Foundation launched the Racial Justice Commitment, with Lilly pledging 25,000 volunteer hours over five years and the Lilly Foundation committing $25 million over five years to help decrease the burden of racial injustice and its effects on communities of color. The Racial Justice Commitment aims to drive change across five areas: internal people development, health equity, social impact, diversity partners, and family sustaining jobs, through the use of financial and people resources. From 2020 through 2022, we have made progress in these efforts, including nearly tripling our spend with Black-owned businesses, committing over $98 million to minority-led venture capital firms, serving over 30,000 volunteer hours to advance racial justice initiatives, and expanding our Skills First Program at Lilly for individuals without four-year college degrees.

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Workforce Diversity
Since 2017, we have committed to increasing women, Black/African American, Latinx, and Asian representation in leadership roles, and we actively monitor our progress. From the end of 2018 through the end of 2022, we increased the percentage of women in management globally from 42 percent to 49 percent. For MGM in the United States, over the same period, we increased management representation from 19 percent to 25 percent. Across all levels of our workforce, from the end of 2018 through the end of 2022, we have seen increased representation for MGMs in the United States and women globally.
5356
WomenMGMsWomenMGMs
out of 15 current executive committee members
out of 15 current executive committee members
out of 13 current directors on our board
out of 13 current directors on our board
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Spotlight on Level Up!
In 2022 Lilly hosted our biggest ever Global DEI conference, ‘Level Up’, with approximately 6,000 employees attending virtually and in person. The conference brought together employees and leaders across the company to embrace the rich dimensions of difference that exist across Team Lilly and to help become advocates for equity and inclusion through a variety of interactive workshops and external speakers.
Recognition
At Lilly we strive to be leaders in DEI and workplace benefits, and we are honored when we receive recognition for our efforts to improve the lives of our employees. Below are some of our accolades for 2022:
DiversityInc:
Top 50 Companies for Diversity: No. 5
DiversityInc:
Top Companies for Board of Directors: No. 2
DiversityInc:
Top Companies for Supplier Diversity: No. 8
DiversityInc:
Top Companies for ESG: No. 15

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Ethisphere:
World’s Most Ethical Companies
Forbes:
America’s Best Employers for Women
Zero Project:
Zero Project Award for Access Lilly

Disability:IN
Disability Equity Index Best Places to Work — Perfect Score
Human Rights Campaign Foundation:
Corporate Equality Index — Perfect Score
Fortune and IDEA Pharma:
Pharmaceutical Innovation Index: No. 19
Seramount:
Top Companies for Executive Women
Seramount:
Best Companies for Multicultural Women, Best Companies for Dads, 70% and Higher Inclusion Index
Employee Development
Hiring: We believe attracting and retaining the best, diverse talent begins with the hiring process. We therefore require hiring managers to consider a diverse pool of candidates, and we strive to provide a diverse panel of interviewers for open positions. We believe that hiring in this way helps ensure that people from all backgrounds have equal opportunity to advance their careers.
Onboarding: In early 2022, we launched Discover, a 12-month new employee onboarding program with multiple touchpoints designed to foster integration into the Lilly culture, to accelerate learning in their new roles and to create connections to further a sense of belonging at Lilly. Discover was shaped in part by external benchmarking, feedback from employees and learnings from onboarding remotely during the COVID-19 pandemic.
Continuing Education: We offer training to enable our employees to perform their duties in our highly regulated industry. We also strive to cultivate a culture that promotes ongoing learning by encouraging employees to seek further education and growth experiences, helping them build rewarding careers. We have introduced online programming to facilitate access to our learning and development offerings in addition to our in-person programs. Many training courses are designed to improve accessibility for people with disabilities and other unique needs. Across Lilly, we are continuously working to design learning experiences to be more inclusive and effective. In addition, we have implemented development tools and resources for all employees, improved our talent programs and processes to provide broader access to information, and increased transparency regarding career development and advancement at Lilly.
Employee Resource Groups (ERGs): Our ERGs are another important component of developing talent at Lilly. We currently have 11 ERGs representing groups including women, MGMs, LGBTQ+ individuals, veterans, and people with disabilities. ERGs offer our diverse workforce opportunities to build relationships, engage with senior leaders, advance our caring community, and offer unique insights and perspectives to improve our business.
Make it Safe to Thrive: We have continued our efforts to create an inclusive workplace with the goal of ensuring that all employees feel safe to speak up and share their ideas at work. Our Make it Safe to Thrive education and awareness program is designed to help employees and leaders understand how individual psychological safety can be created and enhanced and includes live and online training. In late 2022, we introduced a new version of Make it Safe to Thrive for leaders that continues to focus on psychological safety and creating an inclusive environment, but it provides leaders with the opportunity to work through challenging conversations and situations currently being navigated in the workplace.
Cultural Foundation: Lilly is committed to fostering a culture of diversity and respect in the workplace—an environment free of discrimination, harassment, or retaliation of any kind. In 2022, as part of our annual review of The Red Book and related policies and procedures, we revised the Global Conduct in the Workplace procedure to continue to help ensure that we maintain a respectful, safe, inclusive, and professional workplace.
Compensation, Benefits, and Pay Equity
While our rewards programs vary around the world, we take a holistic approach to employee benefits. These may include flexible work arrangements, on-site conveniences, such as cafes, fitness centers and child development centers, competitive time-off programs, retirement benefits, and health and disability programs that are available to eligible employees when they need support. We are committed to rewarding, supporting, and developing our employees who make it possible to fulfill our mission to unite caring with discovery to create medicines that make life better for people around the world.

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We are also committed to ensuring pay is administered equitably across our workforce. For more than 20 years, we have regularly conducted pay equity studies of our workforce in the United States and have more recently started conducting studies of our workforce outside of the United States. While minimal, we have made pay adjustments as warranted based on these analyses. We believe that pay equity is critical to our success in supporting a global, diverse, and inclusive workforce.
20
Years
of pay equity studies in the U.S.
Employee Health and Safety
We strive to foster a healthy, vibrant work environment, which includes keeping our employees safe. We seek to create a companywide culture where best-in-class safety practices are consistently followed. To do this, we assess and continuously attempt to improve our companywide safety performance to promote the well-being of employees and to help safeguard communities where we operate. As the COVID-19 pandemic has evolved, we have continued to take various measures (as necessary) to protect and support the health and safety of our employees globally. We believe a holistic approach and dedication to safety helps us be our best as we deliver on our company purpose to improve lives around the world.
Political and Policy Participation
As a biopharmaceutical company that develops treatments for serious diseases, we believe it is important for our company to be a responsible participant in global political and public policy debates. Our engagement in the political arena helps ensure that patients have access to needed medications. Through public policy engagement, we provide a way for all our locations globally to offer Lilly’s perspective on the political environment in a manner that supports access to innovative medicines and a way to engage on issues specific to local business environments.
As discussed in “Governance—How We Operate an Effective Board—Governance Practices—Board Oversight”, the board exercises governance oversight of our political expenditures and lobbying activities. We provide information on our website related to direct company contributions and LillyPAC contributions to support candidates for political office, political parties, officials, or committees in the United States, as well as information regarding our trade association memberships and the company’s oversight of these activities. In response to input from our stakeholders, we have reviewed and enhanced the information available on our corporate website and plan to continue to engage with stakeholders on this topic.
Board Alignment
Conflicts of Interest and Transactions with Related Persons
Conflicts of Interest
Occasionally, a director’s business or personal relationships may give rise to an interest that conflicts, or appears to conflict, with the interests of the company. As outlined in the company’s corporate governance guidelines, directors must disclose to the company all relationships that could create a conflict or an appearance of a conflict. The board, after consultation with counsel, takes appropriate steps to identify actual or apparent conflicts and ensure that all directors voting on an issue are disinterested with respect to that issue. A director may be excused from board discussions and decisions on an issue related to an actual or apparent conflict, as appropriate.
In addition, a director’s relationship with Lilly may give rise to an interest that conflicts, or appears to conflict, with the interests of another company, institution, or other stakeholder. A director must disclose his or her relationship with Lilly in connection with any scientific publication, using the International Committee of Medical Journal Editors (ICMJE) conflict of interest form for this purpose when possible. Each director must disclose his or her service on the board to his or her employer and any other organization with which the director has a relationship of trust and where the relationship with Lilly is relevant. In addition, directors must follow the internal conflict of interest policies and procedures of each such organization.
Review and Approval of Transactions with Related Persons
The board has adopted a written policy and procedures for review, approval, and monitoring of transactions involving the company and related persons (including current executive officers, directors, or director nominees and persons who served in those roles at any time since the beginning of our last fiscal year, greater than five percent shareholders of the company, immediate family members of such persons, and related entities of such persons, including entities in which any of such persons is employed, is a general partner or principal or in which

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such person has a 10 percent or greater beneficial ownership interest). The policy covers any related person transaction that meets the minimum threshold for disclosure in this proxy statement under relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).
Policy:
Related person transactions must be preapproved by the Directors and Corporate Governance Committee of the board or another independent body of the board, who will approve the transaction only if the Directors and Corporate Governance Committee or such independent body determines it to be consistent with the interests of the company and its shareholders. In considering the transaction, the Directors and Corporate Governance Committee or such independent body will consider all relevant factors, including:
the company’s business rationale for entering into the transaction;
the purpose of, and potential benefits to the company of, the transaction;
the alternatives to entering into a related person transaction;
whether the transaction is on terms comparable to those available to third parties, or in the case of employment relationships, to employees generally;
the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts;
the overall fairness of the transaction to the company;
the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related person;
the related person’s interest in the transaction; and
any other information regarding the transaction or the related person that would be material to the company’s shareholders in light of the circumstances of the particular transaction.
Procedures:
Prior to entering into a transaction that may be a related person transaction, the related person (or the appropriate executive officer or director, in the case of immediate family members) is required to bring the matter to the attention of the chair of the board or the lead independent director, or alternatively, the General Counsel and Secretary.
The chair of the board and the lead independent director jointly determine (or, if either is involved in the transaction, the other determines in consultation with the chair of the Directors and Corporate Governance Committee) whether the matter should be considered by the Directors and Corporate Governance Committee or another independent body of the board.
If a director is involved in the transaction, he or she will be recused from all discussions and decisions relating to the transaction.
The Directors and Corporate Governance Committee or such other independent body may approve the related person transaction only if the Directors and Corporate Governance Committee or such other independent body determines in good faith that, under all of the circumstances, the transaction is consistent with the interests of the company and its shareholders.
The Directors and Corporate Governance Committee or such other independent body may impose such conditions as it deems appropriate on the company or the related person in connection with the approval of the related person transaction.
If the transaction is recurring and is approved, the Directors and Corporate Governance Committee or such other independent body will review the related person transaction annually to determine whether it continues to be consistent with the interests of the company and its shareholders.
The Directors and Corporate Governance Committee or another independent body of the board retains the right to review and ratify related person transactions. In addition, the Directors and Corporate Governance Committee

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or such other independent body may take or cause to be taken additional actions including, but not limited to, immediate discontinuation or rescission of the transaction, or modification of the transaction.
In 2022, there were no related party transactions required to be reported pursuant to relevant SEC rules in this proxy statement.
Board and Director Assessment
Reexamine Evaluation Process
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Questionnaire
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One-On-One Discussions
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Evaluation Summary
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Closed Session Discussions
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Follow Through
Our lead independent director and Directors and Corporate Governance Committee reviewed the evaluation process.
Directors provided written feedback on an unattributed basis.
Each director had one-on-one discussions with the lead independent director and with the board chair.A summary of board and committee evaluations results was provided to the board and its committees.
Closed session evaluation discussions of the board and committees were led by our lead independent director and independent committee chairs.Incorporated feedback into nomination process and the 2023 board and committee planning process, as applicable.
Every year, the Directors and Corporate Governance Committee, together with the chair and the lead independent director, conducts a robust assessment of the performance of the board and board committees, and of all board processes, based on input from all directors. We also conduct an annual assessment of each director’s performance, and every three years we conduct a detailed review of individual director performance when considering whether to nominate the director to a new three-year term.
The results of these assessments inform the board’s recommendations on nominations for directors at the annual meeting of shareholders each year and help provide us with insight on the types of experiences, skills, perspectives, and other characteristics we should be seeking for future director candidates. Together with our lead independent director, the Directors and Corporate Governance Committee performs periodic assessments of the overall composition and skills of the board to ensure that the board is actively engaged in succession planning for directors, and that our board reflects the diversity of viewpoints and expertise necessary to support our complex and evolving business.
Board Education
Periodic briefing sessions are provided to members of the board and committees on subjects that would assist them in discharging their duties. Directors also attend regular continuing education sessions on areas of relevance or importance to our company, and we hold periodic mandatory training sessions for the Audit Committee.
Beyond the Boardroom
Director Orientation
Each new director participates in an orientation program upon joining the board. The program includes presentations by senior management to familiarize new directors with, among other things, Lilly’s ethics, compliance and governance programs, business units, financial position, strategic plans, and human capital management programs.
Business Deep Dive
Periodically, directors will be invited or may request “deep dive” educational sessions with respect to a particular business unit or other aspect of our business.
Site Visits
Periodically, directors will be invited or may request to visit the company’s manufacturing or other operating sites, and management will prepare educational sessions for the directors relevant to the location’s business and culture.

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Diversity and Inclusion Events
Directors have the opportunity to participate in a variety of Lilly diversity and inclusion events, both as presenters and as participants. This offers a chance for directors to connect with Lilly employees, show their support for these activities and see our diversity and inclusion strategies in action.
Shareholder Engagement
The board receives periodic updates on shareholder engagement led by management, and is directly involved in responding to and participating in communications where appropriate. From time to time, directors participate in direct engagement with shareholders to discuss specific matters of mutual importance.
Director Compensation
Directors who are employees receive no additional compensation for serving on the board. Non-employee director compensation is reviewed and approved by the board, on the recommendation of the Directors and Corporate Governance Committee.
62%
Board Service Compensation linked to the long-term performance of Lilly stock
5x
 Annual Board Retainer share ownership requirement for non-employee directors
CAP
on total annual compensation for non-employee directors

Director Compensation Governance
The Directors and Corporate Governance Committee performs an annual in-depth 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    a focus to link 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.
Compensation Elements
The following table shows the compensation elements in effect for all non-employee directors:
Compensation ElementPayment or Value
Changes for 20232
Board Service1
Annual board retainer$110,000$110,000
Annual equity grant3
$180,000 in deferred stock units
$200,000 in deferred stock units
Lead independent director$35,000$40,000
Committee Service1
Annual Committee Retainer2
ChairMemberChairMember
Audit Committee$22,000$6,000$26,000$6,000
Science and Technology Committee$18,000$6,000$18,000$6,000
Talent and Compensation Committee$17,000$3,000$17,000$3,000
Ethics and Compliance Committee$17,000$3,000$17,000$3,000
Directors and Corporate Governance Committee$17,000$3,000$17,000$3,000
Total Compensation Value Cap of $800,0004

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1 Expenses and Ad Hoc Committees. Directors are reimbursed for customary and usual travel expenses in connection with their travel to and from board meetings and other company events. Non-employee directors may also receive additional cash compensation for serving on ad hoc committees that may be formed by the board from time to time. Committee chair retainers are in addition to member retainers.
2 Changes for 2023. Following the Directors and Corporate Governance Committee’s in-depth review of non-employee director compensation (as further described above) related to 2023 non-employee director compensation, the board approved increases to the annual equity grant, lead independent director retainer and audit committee chair retainer, effective January 1, 2023.
3 Stock Compensation. Non-employee directors received an annual equity-based award that was credited to each non-employee director’s deferred stock account established under the Lilly Directors’ Deferral Plan as a number of units calculated by dividing $180,000 by the closing stock price on a pre-set annual date (approximately 498 units). When applicable, the annual equity-based award is prorated for time served. See “Lilly Directors’ Deferral PlanDeferred Stock Account”.
4 Annual Compensation Cap for Directors. In 2018, the board approved an annual cap to the total annual compensation (cash and equity compensation) for non-employee directors of $800,000. The cap is intended to avoid excessive director compensation and is included in both the Lilly Directors’ Deferral Plan and in the Amended and Restated 2002 Lilly Stock Plan approved by shareholders at the 2018 annual meeting of shareholders.
Share Ownership Guidelines
Non-employee directors are required to hold Lilly stock, directly or through units representing the right to receive shares of Lilly stock under the Lilly Directors’ Deferral Plan, valued at not less than five times their annual board retainer. New non-employee directors are allowed five years to reach the required ownership level. All non-employee directors serving at least five years have satisfied these guidelines. All other non-employee directors are, or in the case of recently elected directors, are expected to begin, making progress toward these requirements.
Lilly Directors’ Deferral Plan
In addition to the annual equity-based grants credited to each non-employee director’s deferred stock account as described above, the Lilly Directors’ Deferral Plan allows non-employee directors to defer receipt of all or part of their cash compensation until after their service on the board has ended. Each director can choose to invest any amounts deferred in one or both of the following two accounts:
Deferred Stock Account. This account allows the non-employee director, in effect, to invest his or her deferred cash compensation in company stock. Funds in this account are credited as units representing the right to receive shares of company stock based on the closing stock price on pre-set monthly dates. Hypothetical dividends are deemed “reinvested” in additional units based on the market price of the stock on the date dividends are paid. The units become issuable to the non-employee director as shares of company stock commencing on the second January following the director’s departure from board service (either in a lump sum or installments as described below). The deferral stock account is the same account where the annual equity awards for board service are credited using the same conversion timing and procedure.
Deferred Compensation Account. Deferred cash compensation in this account earns interest each year at a rate of 120 percent of the applicable federal long-term rate, compounded monthly, as established the preceding December by the U.S. Treasury Department under Section 1274(d) of the Internal Revenue Code of 1986 (the Internal Revenue Code). The aggregate amount of interest that accrued in 2022 for the participating directors was $91,920, at a rate of 2.3 percent. The rate for 2023 is 5.1 percent.
Both accounts may be paid out in a lump sum or in annual installments for up to 10 years based on individual director annual elections. All payments begin the second January following the director’s departure from board service. Amounts in the deferred stock account are paid in shares of company stock.

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2022 Compensation for Non-Employee Directors
NameFees Earned
or Paid in Cash ($)
Stock Awards ($)1
All Other
Compensation
and Payments ($)
2
Total ($)3
Mr. Alvarez$136,000$180,000$0$316,000
Dr. Baicker$136,000$180,000$0$316,000
Mr. Fyrwald$119,000$180,000$24,882$323,882
Dr. Hedley$74,855$120,000$0$194,855
Mr. Jackson$141,000$180,000$0$321,000
Ms. Johnson $116,000$180,000$0$296,000
Dr. Kaelin$137,000$180,000$9,500$326,500
Mr. Luciano$162,288$180,000$0$342,288
Dr. Runge$119,000$180,000$0$299,000
Ms. Sulzberger$119,000$180,000$0$299,000
Mr. Tai$119,000$180,000$30,000$329,000
Ms. Walker$119,000$180,000$20,000$319,000
Former Director:
Mr. Eskew4
$46,065$75,000$27,500$148,565
1 Each non-employee director received an equity-based award of units valued at $180,000 (approximately 498 units) except Dr. Hedley, and Mr. Eskew who both received a pro-rated award for a partial year of service. 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, 2022, 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 The amount for Mr. Eskew includes a $10,000 donation by the Foundation to a charity of Mr. Eskew's choosing in honor of his retirement from the board, consistent with the company’s traditional practice for retiring directors. 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 over $25 made to eligible charities, up to a maximum of $30,000 per year for each individual. The Foundation matched these donations via payments made directly to the recipient charity. The expected payments in 2023 related to matching contributions for donations made by non-employee directors at the end of 2022 include for Mr. Fyrwald - $25,884; Mr. Tai - $30,000; Ms. Sulzberger - $16,500 and Ms. Walker - $20,000.
3 Non-employee directors do not participate in a company pension plan or non-equity incentive plan.
4 Mr. Eskew retired following the 2022 annual meeting.
Communication with the Board of Directors
You may send written communications to members of the board, including independent directors, addressed to:
Board of Directors
Eli Lilly and Company
c/o General Counsel and Secretary
Lilly Corporate Center
Indianapolis, IN 46285
Shareholder Engagement on Governance Issues
To ensure that a variety of perspectives are thoughtfully considered on several issues, each year the company engages large shareholders and other key constituents to discuss areas of interest or concern related to corporate governance, as well as any specific issues for the coming proxy season. Since our 2022 annual meeting of shareholders, we have spoken with a number of investors on an array of subjects, including board leadership; environmental, social and governance matters; drug pricing transparency and global access to our products; product quality and safety; key enterprise risks; executive compensation; DEI; and human capital management. We appreciate the thoughtful and constructive feedback that we receive from our stakeholders. While a few shareholders communicated differing views on some of our governance practices, the investors with whom we spoke were generally supportive of our performance and overall compensation and governance policies. This feedback has been discussed with our chair and CEO, the lead independent director, our Talent and

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Compensation Committee, and our Directors and Corporate Governance Committee, and it was a key input into board discussions on corporate governance topics. As a result of these discussions and its own deliberations, the board decided to recommend in favor of the two management proposals described below. We are committed to continuing to engage with our investors to ensure that their diverse perspectives on corporate governance and other issues are thoughtfully considered.
Management Proposals to Eliminate Classified Board and Supermajority Voting Requirements
Each year between 2007 and 2012, and again from 2018 through 2022, our management put forward proposals to eliminate the company’s classified board structure. The proposals did not pass because they failed to receive a “supermajority vote” of 80 percent of the outstanding shares of our common stock, as required in the company’s articles of incorporation. In addition, each year from 2011 through 2013, and again from 2019 through 2023, we submitted management proposals to eliminate the supermajority voting requirements. Those proposals also did not receive the required 80 percent vote.   
Prior to 2012, these proposals received support ranging from 72 to 77 percent of our outstanding shares. In 2012, the vote in support of these proposals was approximately 63 percent of our outstanding shares, driven in part by a 2012 NYSE rule revision prohibiting brokers from voting their clients’ shares on corporate governance matters absent specific instructions from such clients. In 2018, 2019, 2020, 2021 and 2022, the vote in support was approximately 62, 66, 69, 70 and 70 percent of our outstanding shares, respectively.
After considering the interests of the company and our shareholders, we have resubmitted for consideration at the Annual Meeting management proposals to eliminate the classified board structure and supermajority voting requirements (see Items 5 and 6).
We will continue to engage with our shareholders on these and other topics to ensure that we continue to demonstrate strong corporate governance and accountability to shareholders.
Shareholder Proposals
Shareholder Proposals under Rule 14a-8
Shareholders interested in submitting a proposal considered for inclusion in the proxy statement for the 2024 annual meeting must follow the procedures set forth in Rule 14a-8 under the Securities Exchange Act of 1934. Proposals should be addressed to the General Counsel and Secretary and mailed to Lilly Corporate Center, Indianapolis, IN 46285. For convenience, emailed copies may also be sent to shareholderproposals@lilly.com. In general, to be eligible for inclusion in the proxy statement for the 2024 annual meeting, shareholder proposals must be received no later than November 18, 2023.
Other Shareholder Proposals
In addition, under section 1.8 of the company’s bylaws, any shareholder of record wishing to propose business (other than pursuant to Rule 14a-8 or related to the nomination of directors) at the 2024 annual meeting of shareholders, must give the company written notice no later than the close of business on November 18, 2023, and no earlier than the close of business on September 19, 2023. However, if the date of the 2024 annual meeting is changed by more than 30 days from May 1, 2024 (the date contemplated for the 2024 annual meeting as set forth in this proxy statement), a shareholder must give the company written notice no later than the close of business on the later of 120 days in advance of the 2024 annual meeting or 10 days following the date we first publicly announce the date of the 2024 annual meeting. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in the bylaws. A copy of the bylaws is available online at lilly.com/leadership/governance.

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Ownership of Company Stock
Common Stock Ownership by Directors and Executive Officers
The following table sets forth the number of shares of company common stock beneficially owned by directors, named executive officers, and all directors and executive officers as a group, as of February 21, 2023. On February 21, 2023, there were 950,296,153 shares of the company’s common stock outstanding. None of the stock or stock units owned by any of the listed individuals has been pledged as collateral for a loan or other obligation.
Common Stock1
Beneficial Owners
Shares Owned2
Stock Units Distributable Within 60 Days3
Percent of Class
Stock Units Not Distributable Within 60 Days4
Ralph Alvarez— *52,772 
Anat Ashkenazi38,305 *11,499 
Katherine Baicker, Ph.D.— *22,154 
J. Erik Fyrwald100 *70,539 
Anat Hakim22,189 *4,442 
Mary Lynne Hedley— *623 
Jamere Jackson— *8,392 
Kimberly H. Johnson— *2,010 
Patrik Jonsson43,417 *4,124 
William G. Kaelin, Jr., M.D.— *20,525 
Juan R. Luciano— *14,783 
David A. Ricks 644,144 *29,611 
Marschall S. Runge, M.D., Ph.D.202 *15,928 
Daniel Skovronsky, M.D., Ph.D.175,587 *9,941 
Gabrielle Sulzberger— *1,614 
Jackson P. Tai47,592 *15,864 
Karen Walker— *5,529 
All directors and current executive officers as a group (27 people):1,212,249 5,271*341,071 
* Less than 1.0 percent of the outstanding common stock of the company.
1 The sum of the “Shares Owned” and “Stock Units Distributable Within 60 Days” columns represents the shares considered “beneficially owned” for purposes of disclosure in this proxy statement. Unless otherwise indicated in a footnote, each person listed in the table possesses sole voting and sole investment power with respect to their shares.
2 This column includes the number of shares of common stock held directly or indirectly, including the number of 401(k) Plan shares held by the beneficial owners indirectly through the 401(k) Plan.
3 This column sets forth restricted stock units that vest within 60 days of February 21, 2023.
4 For the executive officers, this column reflects restricted stock units that will not vest within 60 days of February 21, 2023. For the non-employee directors, this column reflects the number of units representing the right to receive shares of company stock credited to the directors’ accounts in the Lilly Directors’ Deferral Plan.
5 The shares shown for Mr. Ricks include 55,497 shares that are owned by a family foundation for which he is a director. Mr. Ricks has shared voting power and shared investment power with respect to the shares held by the foundation.
Common Stock Ownership of Certain Beneficial Holders
The following table sets forth the number of shares of company common stock beneficially owned as of December 31, 2022, unless otherwise indicated, by each person known to the company to beneficially own more than 5 percent of the outstanding shares of the company’s common stock:

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Name and AddressNumber of Shares
Beneficially Owned
Percent of Class*
Lilly Endowment Inc. (the Endowment)
2801 North Meridian Street
Indianapolis, IN 46208
1
102,948,81010.8%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
2
73,429,8637.7%
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
3
65,467,7936.9%
The PNC Financial Services Group, Inc.
300 Fifth Avenue
Pittsburgh, PA 15222
4
51,829,8735.5%
*Percent of class is calculated based on the shares of our common stock outstanding as of February 21, 2023.
1 Based on information provided to Lilly by the Endowment as of January 6, 2023, and a Schedule 13G/A filed by the Endowment with the SEC on January 25, 2023, the Endowment has sole voting and sole dispositive power with respect to all of its shares.
2 Based solely on the Schedule 13G/A filed with the SEC on February 9, 2023, by The Vanguard Group, it beneficially owns 73,429,863 shares altogether. It does not have sole voting power with respect to any of its shares and it has shared voting power with respect to 1,190,462 of its shares. It has sole dispositive power with respect to 70,058,275 of its shares and shared dispositive power with respect to 3,371,588 of its shares.
3 Based solely on the Schedule 13G/A filed with the SEC on February 1, 2023, by BlackRock, Inc., it has sole voting power with respect to 58,947,344 of its shares and sole dispositive power with respect to 65,467,793 of its shares.
4 Based solely on the Schedule 13G/A filed with the SEC on February 10, 2023, by The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; PNC Bank, National Association (PNC Bank); PNC Delaware Trust Company; and PNC Investments LLC (collectively, PNC), PNC beneficially owns 51,829,873 shares altogether. PNC has sole voting power with respect to 1,795,248 of its shares and shared voting power with respect to 50,007,832 of its shares. PNC has sole dispositive power with respect to 1,472,029 of its shares and shared dispositive power with respect to 50,311,228 of its shares. Of the total shares of common stock reported for PNC above, 50,000,000 shares are held in the Eli Lilly and Company Compensation Trust account for which PNC Bank serves as directed trustee. As directed trustee, PNC Bank is deemed to share both voting power and investment discretion with respect to those 50,000,000 shares.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file reports of ownership of, and transactions in, our equity securities with the SEC. Based on a review of the copies of these reports, and on written representations from our reporting persons, we believe that all such reports were timely filed, except that, due to administrative error, Marschall Runge was four days late in reporting an open market purchase of common stock.

Compensation
Item 2. Advisory Vote on Compensation Paid to Named Executive Officers
Section 14A of the Securities Exchange Act of 1934 provides the company’s shareholders with the opportunity to approve, on an advisory basis, the compensation of the company’s named executive officers as disclosed in this proxy statement. Our compensation philosophy is designed to attract, engage, and retain highly talented individuals from a variety of backgrounds and motivate them to create long-term shareholder value by achieving top-tier corporate performance while embracing the company’s core values of integrity, excellence, and respect for people.
The Talent and Compensation Committee and the board believe that our executive compensation aligns well with our philosophy and with corporate performance. Executive compensation is an important matter for our shareholders. We routinely review our compensation practices and engage in ongoing dialogue with our shareholders to ensure our practices are aligned with stakeholder interests and reflect best practices.
We request shareholder approval, on an advisory basis, of the compensation of the company’s named executive officers as disclosed in this proxy statement. As an advisory vote, this proposal is not binding on the company.

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However, the Talent and Compensation Committee values input from shareholders and will consider the outcome of the vote when making future executive compensation decisions.
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RECOMMENDATION FOR
The board recommends that you vote FOR the approval, on an advisory basis, of the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the CD&A, the compensation tables, and related narratives provided below in this proxy statement.
Talent and Compensation Committee Matters
Background
Role of the Independent Consultant in Assessing Executive Compensation
The Talent and Compensation Committee has retained Frederic W. Cook & Co., Inc. (FW Cook) as its independent compensation consultant. FW Cook reports directly to the Talent and Compensation Committee, and it is not permitted to have any business or personal relationship with management or members of the Talent and Compensation Committee. FW Cook’s responsibilities are to:
review the company’s total compensation philosophy, peer group, and target competitive positioning for reasonableness and appropriateness;
review the company’s executive compensation program and advise the Talent and Compensation Committee of evolving best practices;
provide independent analyses and recommendations to the Talent and Compensation Committee on the CEO’s pay;
review the draft CD&A and related tables for the proxy statement;
proactively advise the Talent and Compensation Committee on best practices for board governance of executive compensation; and
undertake special projects at the request of the Talent and Compensation Committee or its chair.
FW Cook interacts directly with members of company management only on matters under the Talent and Compensation Committee’s oversight and with the knowledge and permission of the Talent and Compensation Committee chair.
Role of Executive Officers and Management in Assessing Executive Compensation
With the oversight of the CEO and the executive vice president of human resources and diversity, the company’s global compensation group formulates recommendations on compensation philosophy, plan design, and compensation for executive officers (other than the CEO, as noted below). The CEO provides the Talent and Compensation Committee with a performance assessment and compensation recommendation for each of the other executive officers. The Talent and Compensation Committee considers those recommendations with the assistance of its compensation consultant FW Cook. The CEO and the executive vice president of human resources and diversity attend Talent and Compensation Committee meetings; however, they are not present for executive sessions or any discussion of their own compensation. Only non-employee directors and the Talent and Compensation Committee’s consultant attend executive sessions.
The CEO does not participate in the formulation or discussion of his pay recommendations. He has no prior knowledge of the recommendations that FW Cook makes to the Talent and Compensation Committee.
Risk Assessment Process
As part of the company’s overall enterprise risk management program, in 2022 (consistent with prior years), the Talent and Compensation Committee reviewed the company’s compensation policies and practices and concluded that the programs and practices are not reasonably likely to have a material adverse effect on the company. The Talent and Compensation Committee noted numerous policy and design features of the company’s compensation programs and governance structure that reduce the likelihood of inappropriate or excessive risk-taking, including, but not limited to:
Only independent directors serve on the Talent and Compensation Committee.

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The Talent and Compensation Committee engages its own independent compensation consultant.
The Talent and Compensation Committee has downward discretion to lower compensation plan payouts.
The Talent and Compensation Committee approves all adjustments to financial results that affect compensation calculations.
Different measures and metrics are used across multiple incentive plans that appropriately balance cash/stock, fixed/variable pay, and short-term/long-term incentives.
Incentive plans have predetermined maximum payouts.
Performance objectives are challenging but achievable.
Programs with operational metrics have a continuum of payout multiples based upon achievement of performance milestones, rather than “cliffs” that might encourage suboptimal or improper behavior.
A compensation recovery policy is in place for all members of senior management; negative compensation consequences can result in cases involving serious compliance violations.
Meaningful share ownership and retention requirements are in place for all members of senior management and the board.
Talent and Compensation Committee Report
The Talent and Compensation Committee evaluates and establishes compensation for executive officers and oversees the deferred compensation plan, management stock plans, and other management incentive and benefit programs. Management has the primary responsibility for the company’s financial statements and reporting process, including the disclosure of executive compensation in the CD&A. With this in mind, the Talent and Compensation Committee has reviewed and discussed the CD&A with management. Based on this discussion, the Talent and Compensation Committee recommended to the board that the CD&A be included in this proxy statement and the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the SEC.
Talent and Compensation Committee
Ralph Alvarez, Chair
J. Erik Fyrwald
Kimberly H. Johnson
Juan R. Luciano
Karen Walker
Compensation Discussion and Analysis
This CD&A describes our executive compensation philosophy, the Talent and Compensation Committee’s process for setting executive compensation, the elements of our compensation program, the factors the Talent and Compensation Committee considered when setting executive compensation for 2022, and how the company’s results affected incentive payouts. This CD&A provides compensation information for our chief executive officer, David Ricks, our chief financial officer, Anat Ashkenazi, and our next three most highly compensated executive officers who were serving as executive officers on December 31, 2022, Daniel Skovronsky, Anat Hakim, and Patrik Jonsson.

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Name and principal occupation
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David Ricks
Chair, President, and CEO
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Anat Ashkenazi
Executive Vice President and Chief Financial Officer
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Daniel Skovronsky, M.D., Ph.D.
Executive Vice President, Chief Scientific and Medical Officer and President, Lilly Research Laboratories
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Anat Hakim
Executive Vice President, General Counsel and Secretary
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Patrik Jonsson
Executive Vice President and President, Lilly Immunology, Lilly USA and Chief Customer Officer
Our Philosophy on Compensation
At Lilly, our purpose is to unite caring with discovery to create medicines that make life better for people around the world. To do this, we must attract, engage, and retain highly talented individuals from a variety of backgrounds and motivate them to create long-term shareholder value by achieving top-tier corporate performance while embracing the company’s core values of integrity, excellence, and respect for people. Our compensation programs are designed to help us achieve these goals while balancing the long-term interests of our shareholders and customers.
Objectives
Our compensation and benefits programs are based on the following objectives:
Reflect individual and company performance: We reinforce a high-performance culture by linking pay with individual and company performance. As employees assume greater responsibilities, the proportion of total compensation based on absolute company performance, relative company performance and shareholder returns increases. We perform annual reviews to ensure our programs provide an incentive to deliver long-term, sustainable business results while discouraging excessive risk-taking or other adverse behaviors.
Attract and retain talented employees: Compensation opportunity is market competitive and reflects the level of job impact and responsibilities. Retention of talent is an important factor in the design of our compensation and benefit programs.
Implement broad-based programs: While the amount of compensation paid to employees varies, the overall structure of our compensation and benefit programs is broadly similar across the organization to encourage and reward all employees who contribute to our success.
Consider shareholder input: Management and the Talent and Compensation Committee consider the results of our annual say-on-pay vote and other sources of shareholder feedback when designing executive compensation and benefit programs.

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Say-on-Pay Results
At our 2022 annual meeting of shareholders, greater than 94 percent of the votes cast were in favor of the company’s say-on-pay proposal on executive compensation. Management and the Talent and Compensation Committee view this vote as supportive of the company’s overall approach toward executive compensation.
Talent and Compensation Committee’s Processes and Analyses
Setting Compensation
The Talent and Compensation Committee considers individual performance assessments, compensation recommendations from the CEO (with respect to each of the other executive officers), company performance, peer group data, input from its compensation consultant, feedback from shareholders, and its own judgment when determining compensation for the company’s executive officers.
Individual performance:
CEO: Generally, the independent directors, under the direction of the lead independent director, meet with the CEO at the beginning of each year to establish the CEO’s performance objectives. At the end of the year, the independent directors meet to assess the CEO’s achievement of those objectives along with other factors, including contribution to the company’s performance, environmental, social (DEI) and governance matters, ethics, and integrity. This evaluation is used in setting the CEO’s compensation opportunity for the next year.
Other Executives: The Talent and Compensation Committee receives individual performance assessments and target compensation recommendations from the CEO for each of the remaining executive officers. Each executive officer’s performance assessment is based on the achievement of objectives established at the start of the year, as well as other factors, including contribution to the company’s performance, environmental, social (DEI) and governance matters, ethics, and integrity. The Talent and Compensation Committee considers these inputs, its knowledge of and interactions with each executive officer, and its judgment to develop a final individual performance assessment. For new executive officers, target compensation is set by the Talent and Compensation Committee at the time of promotion or appointment.
Company performance: Lilly performance is considered in multiple ways:
Overall prior year performance is a factor in setting target compensation for the upcoming year.
At the beginning of each calendar year, annual performance goals are established and approved by the Talent and Compensation Committee. Performance against these annual goals is used to determine the short-term cash incentive payout.
Prior to the annual equity grant, multi-year performance goals are established and approved by the Talent and Compensation Committee. Performance against these multi-year objectives is used to determine the long-term incentive equity payout.
Peer group analysis: The Talent and Compensation Committee uses data from the peer group described below as a market check for compensation decisions but does not use these data as the sole basis for its compensation targets and does not target a specific position within that range of market data.
Input from independent compensation consultant: The Talent and Compensation Committee considers the advice of its independent compensation consultant, FW Cook, when setting executive officer compensation.
Competitive Pay Assessment
Lilly’s peer group is composed of companies that directly compete with Lilly, use a similar business model, and employ people with the unique skills required to operate an established biopharmaceutical company. The Talent and Compensation Committee selects a peer group whose median market cap and revenue are broadly like Lilly’s. The Talent and Compensation Committee reviews and approves the peer group at least every three years, and the Chair and independent compensation consultant review the peer group annually. The Talent and Compensation Committee established the following peer group in May 2021 for purposes of assessing competitive pay:

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AbbVieBristol-Myers SquibbMerckRoche
AmgenGileadNovartisSanofi
AstraZenecaGlaxoSmithKlineNovo NordiskTakeda
BiogenJohnson & JohnsonPfizer
At the time of the review in May 2021, all peer companies were no greater than two times our revenue or market cap except Johnson & Johnson and Roche. The Talent and Compensation Committee included these two companies despite their 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 pay levels for target compensation, the Talent and Compensation Committee considers an analysis of market competitive pay for each executive officer position (except CEO), along with internal factors such as the performance and experience of each executive officer. The independent compensation consultant for the Talent and Compensation Committee 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. On average, the named executive officers’ target total direct compensation for 2022 was comparable to the median of the peer group.
Components of Our Compensation
Our 2022 executive compensation was primarily composed of three components:
base salary;
annual cash bonus, which is generally based on company performance relative to internal targets for revenue, EPS, and the progress of our pipeline; and
three different forms of equity incentives:
performance award, which is a performance-based equity award that vests over three years. Payout is based on the company’s two-year growth in EPS relative to the median external analyst anticipated peer group EPS growth. After the two-year performance period, the performance-adjusted shares are then subject to a 13-month service-vesting period
shareholder value award, which is a performance-based equity award that pays out based on absolute company stock price growth measured over a three-year period, followed by a one-year holding period
relative value award, which is a performance-based equity award that pays out based on company TSR results relative to peers measured over a three-year period, followed by a one-year holding period.
Executives also receive a company benefits package, described below under “Other Compensation Practices and Information—Employee Benefits.”
Adjustments to Reported Financial Results
The Talent and Compensation Committee has the authority to adjust the company’s reported revenue 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 during the performance period;
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 to protect current bonus payments; and
facilitate comparisons with peer companies.
The Talent and Compensation Committee considers the adjustments approved by the Audit Committee for reporting non-GAAP EPS and other adjustments, based on guidelines approved by the Talent and Compensation Committee. The Talent and Compensation Committee reviews and approves adjustments on a quarterly basis and may adjust payouts for items, including but not limited to, the impact of significant acquisitions or divestitures, the impact of share repurchases that differ significantly from business plan, and large swings in foreign exchange rates. Further details on the adjustments for 2022 and the rationale for making these adjustments are set forth in

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Appendix A, Summary of Adjustments Related to the Annual Cash Bonus and Performance Award.” For ease of reference, throughout the CD&A and the other compensation disclosures, we refer to “revenue”, “EPS”, and “adjusted non-GAAP EPS,” but we encourage you to review the information in Appendix A to understand the adjustments from reported revenue and EPS that were approved.
The Talent and Compensation Committee has general authority to apply downward discretion to bonus, performance award, shareholder value award, and relative value award payouts for individual or all executive officers.
1. Base Salary
In setting salaries, Lilly seeks to retain, motivate, and reward successful performers while maintaining affordability within the company’s business plan. Base salaries are reviewed and established annually and may be adjusted upon promotion, following a change in job responsibilities, or to maintain market competitiveness. Salaries are compared annually with peer group data and are based on each person’s level of contribution, responsibility, expertise, experience, performance over time, and competitiveness.
If an executive officer’s salary is deemed competitive given their experience and performance, no salary increase is provided.
2. Annual Cash Bonus (Bonus Plan)
The Bonus Plan is designed to reward the achievement of the company’s annual financial and innovation objectives. All the named executive officers participated in the Bonus Plan during 2022.
The Talent and Compensation Committee sets Bonus Plan performance goals and individual bonus targets at the beginning of each year. The bonus is based on three areas of company performance measured relative to internal targets: revenue, EPS, and pipeline progress. The annual cash bonus payout is calculated as follows:
base salary earnings
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individual bonus target
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bonus multiple
Actual payouts can range from 0 to 200 percent of an individual’s bonus target. The Talent and Compensation Committee references the annual operating plan and pipeline objectives to establish performance targets and to assess the relative weighting for each objective. In 2022, the performance measures and weightings remained unchanged from the prior year:
Lilly GoalsWeighting
Revenue performance25%
EPS performance50%
Pipeline progress25%
Based on this weighting, the company bonus multiple is calculated as follows:
25% x revenue multiple
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50% x EPS multiple
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25% x pipeline multiple
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bonus multiple
3. Equity Incentives
The company grants three types of equity incentives to executives and certain other employees: performance awards that are designed to focus leaders on multi‑year operational performance relative to peer companies, shareholder value awards that are intended to align earned compensation with long-term growth in shareholder value, and relative value awards which encourage TSR outperformance compared to our peer group. These awards, when considered together, align with shareholder interests by incenting long-term operational excellence, shareholder return and peer company outperformance without encouraging excessive risk-taking behaviors.
Performance Awards
Performance awards vest after three years. Payouts are based on achieving EPS growth targets over a two-year performance period, followed by an additional 13-month service-vesting period for executive officers. During the service-vesting period, the award is held in the form of restricted stock units. The growth-rate targets are set relative to the median external analyst anticipated EPS growth for our peer group over the same performance period. These awards do not accumulate dividends during the two-year performance period, but they do

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accumulate dividend equivalent units during the service-vesting period.
The Talent and Compensation Committee believes EPS growth is an effective measure of operational performance because it is closely linked to shareholder value, is broadly communicated to the public, is understood by Lilly employees, and allows for comparisons to the performance of Lilly’s peer group. Consistent with the objectives established by the Talent and Compensation Committee, Lilly company performance exceeding the expected peer group median results in above‑target payouts, while Lilly company performance lagging the expected peer group median results in below‑target payouts. Possible payouts range from 0 percent to 175 percent of the target number of shares, depending on Lilly EPS growth over the performance period.
The measure of EPS used in the performance award program differs from the measure used in the Bonus Plan in two ways. First, the EPS goal in the Bonus Plan is set with reference to internal goals that align to our annual operating plan, while the EPS goal in the performance award program is set based on the external analyst anticipated EPS growth rates of our peer group. Second, the Bonus Plan measures EPS over a one-year period, while the performance award program measures EPS over a two-year period. In any given year, the Bonus Plan may pay above target while the performance award pays below target (or vice versa).
Shareholder Value Awards
Shareholder value awards are earned based on Lilly’s share price performance. Shareholder value awards pay above target if Lilly’s stock outperforms an expected rate of return and below target if Lilly's stock underperforms that expected rate of return. The expected rate of return is based on the three-year TSR that a reasonable investor would consider appropriate when investing in a basket of large-cap U.S. companies, as determined by the Talent and Compensation Committee. The minimum price to achieve target is calculated by multiplying the starting share price of Lilly’s stock by the three-year compounded expected rate of return less Lilly’s dividend yield. Shareholder value awards have a three-year performance period, and any shares paid are subject to a one-year holding requirement. No dividends are accrued during the performance period. Possible payouts are based on share price growth and range from 0 to 175 percent of the target number of shares. Executive officers receive no payout if Lilly’s TSR for the three-year period is zero or negative.
Relative Value Awards
Relative value awards are earned based on Lilly’s TSR performance relative to our peer group. The minimum performance to achieve target is a TSR that is equal to the median TSR performance for the peer group. Relative value awards have a three-year performance period, and any shares paid are subject to a one-year holding requirement. No dividends are accrued during the performance period. Executive officers receive no payout if Lilly’s TSR for the three-year period is 30 or more percentage points below the median TSR performance for the peer group over the same time period. Possible payouts range from 0 to 175 percent of the target number of shares.
Pay for Performance
The mix of compensation for our named executive officers reflects Lilly’s desire to link executive compensation with individual and company performance. As reflected in the charts below, a substantial portion of the target pay for executive officers is performance-based. The annual cash bonus and equity payouts are contingent upon company performance, with the bonus factoring in performance over a one-year period, and equity compensation factoring in performance over multi-year periods. The charts depict the annualized mix of target compensation for Lilly’s CEO and the annualized average for Ms. Ashkenazi, Dr. Skovronsky, Ms. Hakim and Mr. Jonsson.

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Target Total Compensation
Performance Review Process
In setting 2022 target compensation for the named executive officers, the Talent and Compensation Committee considered individual contributions, Lilly’s performance during 2021, internal relativity, peer group data, and input from the CEO for named executive officers other than himself.
Evaluation of Individual Named Executive Officer Performance
A summary of the Talent and Compensation Committee’s review of individual named executive officer performance in 2021 that influenced decisions on 2022 target compensation is provided below:
David Ricks, Chair, President, and CEO:
In accordance with the company’s corporate governance guidelines, the independent directors conducted an assessment of Mr. Ricks’ performance led by the lead independent director. The independent directors believe the company largely met or exceeded its combined financial and strategic goals for 2021 under Mr. Ricks’ leadership. In 2021, Mr. Ricks and his team:
Launched 18 new indications for already marketed medicines to patients around the world including Verzenio in certain people with high-risk early breast cancer and Jardiance in heart failure which reduced ejection fraction.
Progressed 12 and 10 potential new medicines into Phase I and Phase II clinical development respectively from both internal research and external sources.

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Advanced tirzepatide and donanemab, two promising pipeline assets, both having significant data releases and initiating the regulatory review process.
Contributed towards the fight against the global COVID-19 pandemic, including discovering and developing SARS-CoV-2 neutralizing antibodies and striving to protect the health and safety of Lilly employees who continued to provide lifesaving medicines to people around the world.
Completed numerous pre-clinical and new modality business development transactions to complement and expand internal research efforts.
Continued to drive a cross-company productivity agenda resulting in savings that funded increased investment in research and development and commercialization of key medicines.
Continued execution of a comprehensive strategy that improved DEI across the company, increased the representation of women and minorities in management and conducted pay equity studies to promote equality in pay. The company was ranked #3 on the DiversityInc. top 50 companies list. Additionally, led the company’s comprehensive Racial Justice Commitment to help improve equity within Lilly and the communities in which it operates.
Established new 2030 environmental performance goals to be carbon neutral in our own operations, purchase 100% renewable electricity, have zero waste to landfill from routine operations and continue our water stewardship. Held the company’s first ESG investor meeting and published Lilly’s comprehensive ESG report.
In addition, the company was named one of the world’s most ethical companies by the Ethisphere Institute.
Anat Ashkenazi, Executive Vice President and Chief Financial Officer:
Ms. Ashkenazi contributed to the strong financial performance of the company in her first year as chief financial officer. Ms. Ashkenazi’s 2021 accomplishments included: