Anat Hakim
General Counsel and Secretary at LLY
Executive
About Anat Hakim
Executive Vice President, General Counsel and Secretary of Eli Lilly and Company since February 2020; appointed Secretary in October 2020. Previously EVP, General Counsel and Secretary at WellCare Health Plans; earlier legal roles at Latham & Watkins and Foley & Lardner; IP and litigation leadership at Abbott beginning in 2010 and elevated in 2013; Harvard Law graduate; recognized as General Counsel of the Year in 2019 by Corporate Counsel . Company performance underpinning incentive design has been strong: Lilly’s TSR was 301.4% for 2021–2023 vs. 17.2% median peers (RVA payout 175%), and stock price growth was 202.3% over 2022–2024 (SVA payout 175%) . EPS-based performance awards: 2023–2025 adjusted EPS growth 31.6% (cumulative $26.93) vs. $18.21 target, yielding 200% payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eli Lilly and Company | EVP, General Counsel; Secretary | Joined Feb 2020; Secretary Oct 2020 | Led transformation of Legal to a proactive function; oversight of Global Public Policy and Ethics & Compliance; enterprise risk strategy; anti-counterfeiting strategy for tirzepatide . |
| WellCare Health Plans | EVP, General Counsel & Secretary | 2019 recognition noted (tenure not otherwise dated) | Recognized as General Counsel of the Year (Corporate Counsel, 2019) . |
| Abbott Laboratories | Divisional VP & Assoc. GC, IP Litigation (Pharma); Assoc. GC, Litigation | 2010; 2013 | Led IP and litigation supporting pharma business, strengthening patent defense capabilities . |
| Latham & Watkins; Foley & Lardner | Attorney | Not disclosed | Foundational large law firm training and litigation experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $875,962 | $980,769 | $1,000,000 |
| Bonus Target (% of salary) | 100% | 100% | 100% |
| Actual Annual Bonus ($) | $1,051,154 | $1,775,192 | $2,250,000 |
| Stock Awards – Grant Date Fair Value ($) | $3,135,000 | $3,952,500 | $3,950,071 |
| Change in Pension Value ($) | $146,792 | $239,430 | $211,521 |
| All Other Compensation ($) | $52,558 | $58,846 | $66,834 |
| Approved Annual Base Salary ($) | $900,000 (eff. Mar 6, 2022) | $1,000,000 (eff. Mar 5, 2023) | $1,000,000 (annual) |
Performance Compensation
Annual Equity Grants – Target Values and Mix
| Item | 2023 | 2024 |
|---|---|---|
| Annual Equity Grant Target ($) | $3,750,000 | $3,950,000 |
| Mix / Weighting | PA 30%; SVA 35%; RVA 35% | SVA 50%; RVA 50% (no PA) |
2024 Grants – Shares and Fair Value
| Award | Grant Date | Target Shares | Max Shares | Grant Date Fair Value ($) | Payout/Vesting |
|---|---|---|---|---|---|
| 2024–2026 SVA | Feb 12, 2024 | 1,916 | 3,832 | $1,975,147 | Pays Feb 2027; 1-year post-vesting hold |
| 2024–2026 RVA | Feb 12, 2024 | 1,785 | 3,570 | $1,974,924 | Pays Feb 2027; 1-year post-vesting hold |
Award Outcomes – Recent Performance Cycles
| Award Cycle | Metric | Target | Actual | Payout | Hakim Shares/RSUs | Vesting |
|---|---|---|---|---|---|---|
| 2023–2025 PA | 2-year EPS growth vs peer | Cumulative EPS $18.21 | Adj. EPS $26.93; 31.6% growth | 200% | RSUs: 6,700 | RSUs vest Feb 1, 2026 |
| 2022–2024 SVA | Stock price level | Target range $314.72–$348.58 | Ending avg price $787.73; 202.3% growth | 175% | Program payout 175%; 1-year hold | 1-year post-vesting hold |
| 2021–2023 SVA | Stock price | Multiple thresholds | Avg price $587.42 | 175% | Shares paid: 5,917 | Program-specific cycle |
| 2021–2023 RVA | 3-year TSR vs peer median | Relative TSR spread | Lilly TSR 301.4% vs median 17.2% | 175% | Shares paid: 4,487 | Program-specific cycle |
| 2022–2024 PA | 2-year EPS growth vs peer | Cumulative EPS $18.09 | Adj. EPS $19.26; 10.8% growth | 128% | RSUs: 4,904 | RSUs vested Feb 1, 2025 |
Notes:
- SVA: Shareholder Value Award; payout based on absolute stock price levels over the 3-year period with post-vesting holding .
- RVA: Relative Value Award; payout based on Lilly’s 3-year TSR vs. peer median; shares subject to 1-year holding .
- PA: Performance Award; EPS-based relative growth; converts to 13-month service-vesting RSUs after performance certification .
Equity Ownership & Alignment
| As-of Date | Shares Owned | RSUs Vesting ≤60 Days | RSUs Not Distributable Within 60 Days | Percent of Class | Pledging/Hedging |
|---|---|---|---|---|---|
| Feb 28, 2024 | 30,479 | — | 6,704 | * (<1%) | Hedging & pledging prohibited; none pledged |
| Feb 26, 2025 | 43,538 | — | 5,863 | * (<1%) | Hedging & pledging prohibited; none pledged |
Stock Ownership Guidelines and Compliance:
- Requirement: 6x base salary for senior executives; CEO 12x .
- Hakim holdings: 12x base salary; all NEOs compliant .
- Retention: Must retain 50% of net shares until guideline met; 1-year holding on payouts after compliance .
Insider Trading Procedure: Company-wide procedure filed as Exhibit 19 to 2024 Form 10-K; designed to promote compliance with securities laws/NYSE standards .
Employment Terms
| Scenario | Cash Severance | Medical/Welfare (PV) | Equity Acceleration/Continuation | Total |
|---|---|---|---|---|
| Retirement or Involuntary Termination (as of 12/31/2023) | $0 | $0 | $5,447,784 | $5,447,784 |
| CIC: Involuntary or Good-Reason (as of 12/31/2023) | $4,000,000 | $63,016 | $28,723,051 | $32,786,067 |
| Retirement or Involuntary Termination (as of 12/31/2024) | — | — | $8,958,288 | $8,958,288 |
| CIC: Involuntary or Good-Reason (as of 12/31/2024) | $4,000,000 | $65,543 | $25,034,138 | $29,099,681 |
Key Terms:
- Double-trigger CIC severance plan; no individual employment agreements for executive officers .
- Equity awards typically subject to 1-year non-compete and non-solicit post-termination; breach leads to rescission/forfeiture .
- Clawback: Executive Compensation Recovery Policy compliant with SEC/NYSE; recoupment for restatements, materially inaccurate performance, misconduct causing material harm; applies to cash/equity; post-termination recovery possible .
- Perquisites/Other Compensation: 401(k)/Nonqualified Savings Plan match ($60,000 for Hakim in 2024); limited perqs; 2024 included ancillary non-business travel to Paris Olympic events and tax reimbursements for imputed income for certain executives (Hakim included) .
Performance & Track Record
- 2024 Highlights: Legal function transformation; anti-counterfeiting/fraud strategy on tirzepatide; oversight of Global Public Policy; reshaped enterprise risk; oversight of Ethics & Compliance .
- Prior-year (2022) Highlights: Defended key patents globally; advanced strategies in BD, IP protection, product liability, regulatory reform and pricing; drove law division capability; counsel on BD; influenced global ethics/compliance; cyber security partnership; executive sponsor of Women Leading in Lilly .
- Company TSR outcomes underpinning awards: 2021–2023 TSR 301.4% vs 17.2% median peers (RVA payout 175%) ; 2022–2024 stock price growth 202.3% (SVA payout 175%) .
- EPS performance awards: 2023–2025 cumulative adjusted EPS $26.93, 31.6% growth; 200% payout ; 2022–2024 adjusted EPS growth 10.8%; 128% payout .
Governance & Shareholder Feedback
- Say-on-pay approval: >94% of votes cast in favor for last five years; robust stock ownership guidelines; prohibition on hedging/pledging; double-trigger CIC provisions; no routine tax gross-ups .
- Insider Trading Procedure: Formal policy and processes; Exhibit 19 to 2024 10-K .
Investment Implications
- Strong alignment: 12x salary ownership, prohibition on hedging/pledging, one-year holding on equity payouts, and retention requirements indicate high skin-in-the-game and reduced near-term selling pressure; beneficial ownership rose from 30,479 shares to 43,538 YoY, while RSUs not distributable remain material .
- Pay-for-performance: Incentives are tightly linked to EPS growth and multi-year TSR versus peers, with recent cycles paying 175–200% on exceptional outcomes; ongoing 2024–2026 SVA/RVA grants are sizable and pay in Feb 2027, reinforcing retention into the mid-term .
- Retention/CIC economics: No employment agreement and clawback breadth mitigate governance risk; change-in-control benefits for Hakim total $29.1M as of YE 2024 (cash $4.0M, benefits ~$65k, equity $25.0M), suggesting meaningful equity value at risk and retention via unvested awards; non-compete/non-solicit covenants further tie post-termination economics to compliant behavior .
- Signals to monitor: Future Form 4 activity around RSU conversions and SVA/RVA payouts (with holding requirements) for potential discretionary selling insight; any shifts in award mix back toward RSUs could indicate reduced risk appetite; watch Committee changes and peer group methodology updates for pay inflation risk .