8-KLeadership ChangesMaterial AgreementsCorporate Changes

ELI LILLY & Co 8-K Report, Material Agreement (Feb 23, 2006)

Filed February 23, 2006For Securities:LLY

Summary

Eli Lilly & Co. (LLY) filed an 8-K on February 23, 2006, reporting significant leadership changes and amendments to its bylaws. The most impactful news for investors is the appointment of Derica W. Rice as the new Senior Vice President and Chief Financial Officer (CFO), effective May 1, 2006. This transition follows the planned retirement of the current CFO, Charles E. Golden, on April 30, 2006. Mr. Rice's compensation package includes a base salary of $712,000 and a target annual bonus of $534,000, with the potential for bonuses to range from zero to 200% of the target, based on corporate performance metrics (25% sales growth, 75% adjusted EPS growth). Additionally, he will be granted 30,000 stock options. The company also announced amendments to its bylaws, effective February 20, 2006, aimed at clarifying the roles and succession plans for the Chairman of the Board, CEO, and President. These changes are largely administrative but ensure clearer governance structures.

Key Highlights

  • 1Derica W. Rice appointed as new Senior Vice President and Chief Financial Officer (CFO), effective May 1, 2006.
  • 2Current CFO, Charles E. Golden, to retire effective April 30, 2006.
  • 3Derica W. Rice's compensation package includes an annualized base salary of $712,000 and a target annual bonus of $534,000.
  • 4Mr. Rice is eligible for bonuses ranging from 0% to 200% of the target, tied to corporate performance (25% sales growth, 75% adjusted EPS growth).
  • 5A grant of 30,000 stock options will be authorized for Mr. Rice on May 1, 2006.
  • 6Amendments to company bylaws approved to clarify roles and emergency succession for Chairman, CEO, and President.
  • 7Mr. Rice has a long tenure with Lilly, holding various finance and general management positions since 1990.

Frequently Asked Questions

Derica W. Rice will succeed Charles E. Golden as Senior Vice President and Chief Financial Officer, with his appointment effective May 1, 2006. Mr. Golden will retire on April 30, 2006.

Effective May 1, 2006, Mr. Rice will receive an annualized base salary of $712,000 and a target annual bonus of $534,000. He will also be granted 30,000 stock options.

Mr. Rice's actual bonus will be determined by Eli Lilly's performance relative to predetermined corporate measures, with 25% based on sales growth and 75% on adjusted earnings-per-share growth. The bonus can range from zero to 200% of the target amount.

Eli Lilly also announced amendments to its bylaws, effective February 20, 2006. These amendments are primarily intended to clarify the respective roles and establish temporary emergency succession plans for the Chairman of the Board, Chief Executive Officer, and President.