Donald Zakrowski
Chief Accounting Officer at LLY
Executive
About Donald Zakrowski
Senior Vice President, Finance and Chief Accounting Officer (CAO) at Eli Lilly and Company. SEC filings identify him as Vice President, Finance and Chief Accounting Officer and as a signatory on company filings, confirming Section 16 officer status . Public profiles indicate he has served as CAO since November 1, 2012, joined Lilly in 2001 after 10 years at PwC/Coopers & Lybrand, and holds a B.S. in Accounting from Indiana University’s Kelley School of Business (1987–1991) . Company performance context during his tenure includes 2024 revenue of $45.0 billion, GAAP EPS of $11.71 and non-GAAP EPS of $12.99, 2024 TSR of 33%, and a five‑year TSR of 527% under the current CEO; Lilly also highlighted robust pipeline progress and capacity investments .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Eli Lilly and Company | Senior Vice President, Chief Accounting Officer & Vice President of Finance | 2012–present | Oversees accounting policy, reporting, internal controls; SEC filing signatory . |
| Eli Lilly and Company | Global Finance Shared Services Leader / Senior Director | 2010–2012 | Led global finance shared services and operations transformation . |
| Eli Lilly and Company | Director – Accounting Operations & Reporting | 2001–2010 | Directed consolidated reporting, close, and accounting operations . |
| PwC / Coopers & Lybrand | Senior Manager | 1991–2001 | Public accounting (audit/assurance), pre-Lilly experience . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Eli Lilly Federal Credit Union | Treasurer; Secretary (prior service) | n/a | Finance and governance roles at Lilly-affiliated credit union . |
Fixed Compensation
- Lilly discloses detailed compensation only for named executive officers (NEOs) in the CD&A; Zakrowski is not a 2024 NEO, so his base salary and target bonus are not itemized in the proxy .
- Program design: base salary reviewed annually; no employment agreements for executive officers; compensation recovery (clawback) policy in place .
Performance Compensation
Table A. Annual cash bonus (company-wide design applied to executive officers)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Product revenue (focus on new products) | 33.3% | Goals set annually (product-specific targets not disclosed due to competitive sensitivity) | Company exceeded targets; adjustments exclude certain BD/IPR&D and FX-neutral | 2024 company bonus plan multiple = 2.25x | Annual cash payout per plan |
| EPS performance (non-GAAP) | 33.3% | Goals set annually (not disclosed) | Exceeded target; adjusted for specified items | Included in 2.25x multiple | Annual |
| Pipeline progression | 33.3% | Scorecard by discovery, late-stage, BD, and “game-changer” events | Significant advances (e.g., Kisunla, Ebglyss approvals) | Included in 2.25x multiple | Annual |
Notes: In 2024, Lilly also raised the maximum bonus payout to 250% of target to remain competitive .
Table B. Long-term equity incentives (design features)
| Award type | Performance period | Metric/Benchmark | Payout range | Vesting/Holding | 2024 status (illustrative) |
|---|---|---|---|---|---|
| Shareholder Value Award (SVA) | 3 years | Stock price vs target built from start price ($587.42) grown by CAPM cost of capital (8.12%) minus dividend yield (0.89%) | 0–200% of target | Pays in shares; 1‑year post‑vesting holding | If 2024–2026 period had ended 12/31/24, estimated at 129% per plan calibration example . |
| Relative Value Award (RVA) | 3 years | TSR vs peer median over same window | 0–200% of target | Pays in shares; 1‑year post‑vesting holding | If 2024–2026 period had ended 12/31/24, payout would have been 200% per plan calibration example . |
Equity Ownership & Alignment
- Insider transactions (2025):
| Date | Transaction | Shares | Price | Value | Post-trade direct holdings | Post-trade 401(k) | Plan |
|---|---|---|---|---|---|---|---|
| 2025-03-13 | Sale | 1,000 | $818.24 | $818,240 | 5,839.659 | 1,720.21 | Rule 10b5‑1 plan adopted 2024-11-20 . |
| 2025-11-13 | Sale | 1,000 | $1,010.50 | $1,010,500 | 2,839 | 1,727 | Rule 10b5‑1 plan adopted 2024-11-20; Form 4 confirms . |
- Stock ownership policy for executive officers: must hold shares equal to 6x base salary; must retain 50% of net shares until guidelines met and then hold shares from payouts for at least 1 year; hedging and pledging are prohibited .
- Company disclosures state hedging/pledging are prohibited and none of the listed insiders in the proxy table had pledged their shares .
- Section 16(a) note: the 2025 proxy reports one late Form 4 filing for two RSU grants for Donald Zakrowski due to administrative error .
Employment Terms
- No individual employment agreement: Lilly does not enter employment agreements with executive officers .
- Clawback: Compensation recovery policy aligned with applicable listing standards and covers a wide range of misconduct .
- Change-in-control severance plan (applies broadly, including executives):
- Double trigger required (CIC plus covered termination within 2 years) .
- Executives: cash severance equal to 2x base salary + target bonus; 18 months continuation of medical/welfare benefits; two additional years of age/service credit for retiree medical eligibility; no tax gross-ups; equity converts to time‑based RSUs at performance‑adjusted levels and continues vesting or accelerates upon covered termination/specified conditions .
- Deferred compensation: senior management may defer bonuses; credited at 120% of applicable federal long‑term rate (unfunded) .
Performance & Track Record
- Company operating and shareholder outcomes referenced by Lilly for 2024 include: revenue $45.0B; GAAP EPS $11.71; non‑GAAP EPS $12.99; TSR 33%; numerous pipeline and manufacturing investments (e.g., Kisunla and Ebglyss approvals; Zepbound label expansion) .
- Under the current CEO, Lilly reports five‑year TSR of 527% and revenue growth of ~112% since 2017; these contextualize the pay‑for‑performance environment structuring executive incentives .
Compensation Peer Group and Say‑on‑Pay
- Compensation peer group used for benchmarking and performance awards includes: AbbVie, Amgen, AstraZeneca, Biogen, Bristol‑Myers Squibb, Gilead, GlaxoSmithKline, Johnson & Johnson, Merck, Novartis, Novo Nordisk, Pfizer, Roche, Sanofi, Takeda .
- Say‑on‑pay support: >94% of votes cast supported Lilly’s executive compensation programs in each of the last five years; 95% support at the 2024 annual meeting .
Risk Indicators & Red Flags
- Section 16(a) administrative lapse: one late report for two RSU grants for Zakrowski noted in the 2025 proxy .
- No tax gross‑ups, double‑trigger CIC, and strict hedging/pledging prohibitions reduce governance risk .
- Related party transactions: none required to be reported for 2024 .
Investment Implications
- Alignment: Executive officers face stringent ownership requirements (6x salary), 1‑year post‑vesting holds, a strong clawback, and no hedging/pledging—indicators of high pay‑for‑performance alignment and reduced agency risk .
- Incentive design: Cash bonus tied equally to new product revenue, EPS, and pipeline progress, plus multi‑year stock‑based SVA/RVA awards (0–200% payout), directly link rewards to growth, profitability, and market performance; 2024 bonus multiple was 2.25x, reflecting outperformance .
- Selling pressure: His 2025 insider sales were under a pre‑arranged 10b5‑1 plan adopted in November 2024, suggesting pre‑planned diversification rather than discretionary selling; post‑trade holdings remain, including 401(k) shares .
- Retention/transition: Lilly’s CIC plan (double trigger; 2x salary+bonus) and absence of employment contracts provide balanced retention economics without shareholder‑unfriendly features (e.g., gross‑ups); monitor broader finance leadership transitions (e.g., 2024 CFO changes) for continuity and controls, though those events were unrelated to Zakrowski’s role .