8-KLeadership ChangesExhibits & Filings

ELI LILLY & Co 8-K Report, Executive Changes (Feb 17, 2021)

Filed February 17, 2021For Securities:LLY

Summary

Eli Lilly and Company (LLY) announced a change to its Board of Directors, appointing Kimberly Johnson as a new member, effective February 16, 2021. This appointment increases the size of the Board to fifteen directors. Ms. Johnson brings extensive experience in executive leadership, having served as Executive Vice President and Chief Operating Officer at Fannie Mae, where she also held the role of Chief Risk Officer. Her background also includes leadership positions at Credit Suisse Group AG. Ms. Johnson's appointment is significant as she will serve on both the Compensation Committee and the Ethics and Compliance Committee. The company has confirmed her independence according to NYSE and internal guidelines, which is particularly relevant for her roles on these committees. Investors should note that Ms. Johnson will participate in the company's standard director compensation program.

Key Highlights

  • 1Eli Lilly appointed Kimberly Johnson to its Board of Directors, effective February 16, 2021.
  • 2The Board size has been expanded to fifteen directors following Ms. Johnson's appointment.
  • 3Kimberly Johnson previously served as EVP and COO of Fannie Mae, with prior experience as Chief Risk Officer.
  • 4Ms. Johnson has a background in finance and economics, holding degrees from Princeton University and Columbia Business School.
  • 5She will serve on the Compensation Committee and the Ethics and Compliance Committee.
  • 6The company has determined Ms. Johnson meets independence requirements for the NYSE and its own guidelines, including for compensation committee service.
  • 7The appointment was formally announced via a press release on February 17, 2021.

Frequently Asked Questions

Kimberly Johnson is a new independent director appointed to Eli Lilly's Board. She brings significant executive experience, most recently as Executive Vice President and Chief Operating Officer of Fannie Mae, where she also previously acted as Chief Risk Officer. Her background includes leadership roles at Credit Suisse Group AG and academic credentials from Princeton University and Columbia Business School.

Ms. Johnson's appointment increases the total number of directors on Eli Lilly's Board from fourteen to fifteen. She has been appointed as an independent director and will serve on key committees, indicating a strategic expansion to leverage her expertise.

Ms. Johnson will be a member of the Compensation Committee and the Ethics and Compliance Committee. Her independence is crucial for these roles, particularly the Compensation Committee, as it ensures objective oversight of executive pay and aligns with corporate governance best practices.

Ms. Johnson will participate in Eli Lilly's standard director compensation program. Details of this program are typically outlined in the company's Definitive Proxy Statement, which was filed on March 20, 2020.