Erik Fyrwald
Director at LLY
Board
About J. Erik Fyrwald
Independent director at Lilly since 2005; age 65. Serves on the Talent and Compensation and Science and Technology Committees, bringing operational leadership, international business experience, technology/digital orientation, and sustainability perspectives; currently CEO and director at International Flavors & Fragrances (IFF) (2024–present) and previously President & CEO of Syngenta (2016–2023) with board service through 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Flavors & Fragrances Inc. | Chief Executive Officer; Member of Board | 2024–present | — |
| Syngenta Group | President & Chief Executive Officer; Member of Board | 2016–2023 (CEO); 2016–2024 (Board) | Member of Sustainability Committee (2016–2024) |
| Univar, Inc. | President & Chief Executive Officer | 2012–2016 | — |
| Ecolab, Inc. | President | 2011–2012 | — |
| Nalco Company | Chairman & Chief Executive Officer | 2008–2011 | — |
| E.I. du Pont de Nemours and Company | Various management roles; Group VP, Agriculture & Nutrition | 1980–2008; Group VP 2003–2008 | — |
External Roles
| Organization | Position | Tenure | Committee Roles |
|---|---|---|---|
| International Flavors & Fragrances Inc. | CEO & Director | 2024–present | — |
| Syngenta Group | Director | 2016–2024 | Sustainability Committee (2016–2024) |
| Bunge Limited | Recent Prior Public Board | Not specified | — |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Talent and Compensation | Member | 6 |
| Science and Technology | Member | 5 |
- Independence: Board determined all current non‑employee directors are independent; it specifically considered that Mr. Fyrwald is employed by IFF and noted routine transactions with affiliated organizations were below the greater of $1 million or 2% of that organization’s revenues, at arm’s‑length terms, with no personal benefit; audit and compensation committee members meet heightened independence standards .
- Attendance and engagement: Board met nine times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Committee structures: All standing committees are composed solely of independent directors and led by independent chairs; regular executive sessions at every board meeting .
- Hedging/pledging: Directors are prohibited from hedging or pledging company stock .
- Other board service policy: Executives of public companies may serve on no more than two public company boards (inclusive of Lilly); general limit of three other public company boards for non‑executives; Audit Committee multi‑audit limits also applied .
Fixed Compensation
| Compensation Element | Value |
|---|---|
| Annual Board Retainer (cash) | $110,000 |
| Annual Equity Grant (Deferred Stock Units) | $220,000; units calculated by dividing $220,000 by closing price on a pre‑set date (approx. 303 units) |
| Committee Member Retainers | Talent & Compensation: $3,000; Science & Technology: $6,000 |
| Committee Chair Retainers | Talent & Compensation: $22,000; Science & Technology: $23,000 |
| Lead Independent Director Fee | $40,000 |
| Annual Director Compensation Cap | $800,000 (cash + equity) |
| 2024 Compensation for J. Erik Fyrwald | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $119,000 |
| Stock Awards (Grant Date Fair Value) | $220,000 |
| All Other Compensation and Payments | $47,552 (primarily charitable matching via Lilly Foundation) |
| Total | $386,552 |
Notes: Non‑employee directors do not participate in company pension or non‑equity incentive plans; Foundation matching is up to $30,000 per year and may reflect timing of payments across periods; expected 2025 payments related to late‑2024 donations for Mr. Fyrwald were $4,803 .
Performance Compensation
| Equity Grant Mechanics | Details |
|---|---|
| Vesting | DSU awards for directors are fully vested upon grant |
| Distribution Timing | Shares from DSUs are delivered the second January following departure from board service |
| Unit Calculation | Annual equity award converted into units by dividing $220,000 by closing price on a pre‑set date; approx. 303 units in 2024 |
| Deferral Program | Directors may defer cash fees into a Deferred Stock Account (units) and/or Deferred Cash Account (interest at 120% federal long‑term rate; 5.89% in 2024; aggregate interest for participating directors was $241,168) |
| Compensation Mix Signal | Approximately 67% of non‑employee director compensation is linked to long‑term performance of Lilly stock via DSUs |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee Interlocks | None; no member has been an officer/employee of Lilly, no related person transactions, and no other interlocking relationships requiring disclosure |
| Independence Review | Board affirmed independence of all current non‑employee directors; considered affiliations (including IFF) and confirmed routine transactions below thresholds with arm’s‑length terms and no personal benefit |
Expertise & Qualifications
- Operational and strategic leadership across global manufacturing, logistics, and sustainability; technology/digital focus aligning innovation/commercialization in prior roles .
- Experience leading international companies (Syngenta, Univar, Nalco, Ecolab, IFF) and prior DuPont agriculture/nutrition leadership, adding perspectives relevant to Lilly’s R&D and pipeline oversight via the Science & Technology Committee .
Equity Ownership
| Holder | Shares Owned | Stock Units Distributable Within 60 Days | Percent of Class | Stock Units Not Distributable Within 60 Days | Pledged as Collateral |
|---|---|---|---|---|---|
| J. Erik Fyrwald | 118 | — | <1% | 72,565 | None (no stock or units pledged) |
- Director ownership guideline: Non‑employee directors must hold Lilly stock or DSUs valued at ≥5x annual board retainer; directors serving ≥5 years have satisfied guidelines (Fyrwald has served since 2005) .
Governance Assessment
- Strengths: Long tenure (since 2005) with committee roles in Talent & Compensation and Science & Technology; formal independence affirmed; strong board governance (independent committees, executive sessions), attendance ≥75% in 2024 and participation at annual meeting; prohibition on hedging/pledging aligns with shareholder interests .
- Compensation alignment: Director pay capped at $800,000 with ~67% equity via DSUs, deferred to post‑service, reinforcing long‑term alignment; transparent fee schedule and deferral options .
- Shareholder signals: Say‑on‑pay support at 95% in 2024 indicates positive sentiment toward compensation governance the Talent & Compensation Committee oversees (Fyrwald is a member) .
- Potential conflicts and mitigants: External CEO role at IFF could raise time‑commitment considerations; Lilly’s policy limits public‑company executives to ≤2 boards including Lilly (he is within policy), and the board’s independence review found routine transactions below thresholds with arm’s‑length terms and no personal benefit, preserving independence .
- RED FLAGS: None disclosed in the proxy regarding related‑party transactions, hedging/pledging, or committee interlocks; attendance met or exceeded the 75% threshold .