Gabrielle Sulzberger
Director at LLY
Board
About Gabrielle Sulzberger
Gabrielle Sulzberger, age 64, has served on Eli Lilly and Company’s board since 2021; she is an independent director and an Audit Committee Financial Expert with committee service on Audit and Directors & Corporate Governance. Her background spans over 30 years advising public and private companies, including senior roles in private equity (Centerbridge Partners; Rustic Canyon/Fontis Partners), governance/ESG advisory (Teneo), and multiple CFO roles, underpinning finance, governance, and transformation expertise relevant to board effectiveness.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centerbridge Partners | Senior Managing Director | 2024–present | Private equity leadership; strategic and governance insight |
| Centerbridge Partners | Senior Advisor | 2021–2024 | Transaction, transformation, and investor engagement expertise |
| Teneo | Senior Advisor | 2024–present | CEO advisory; governance and stakeholder engagement |
| Teneo | Chair of Global ESG Advisory | 2021–2024 | Led global ESG advisory; board-level ESG perspective |
| Two Sigma Impact | Senior Advisor | 2021–2023 | Private equity; human capital and impact investing lens |
| Rustic Canyon/Fontis Partners L.P. | General Partner | 2005–2018 | PE investing; governance and oversight experience |
| Whole Foods Market, Inc. | Director; Board Chair; Audit Committee Chair (former) | Prior service | Governance leadership and audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mastercard Incorporated | Director (current public board) | Current | Public company directorship |
| Warby Parker Inc. | Director (recent prior) | Recent prior | Prior public company board |
| Cerevel Therapeutics Holdings, Inc. | Director (recent prior) | Recent prior | Prior public company board |
| Brixmor Property Group Inc. | Director (recent prior) | Recent prior | Prior public company board |
| Metropolitan Museum of Art | Director/Trustee (non-profit) | Ongoing | Civic/cultural governance |
| Ford Foundation | Director/Trustee (non-profit) | Ongoing | Philanthropic governance |
| Sesame Street Workshop | Director/Trustee (non-profit) | Ongoing | Educational media governance |
Board Governance
- Independence: Board determined all current non-employee directors are independent; Audit and Talent & Compensation members meet heightened independence standards. No current non-employee director has had material relationships with the company in the last three years under NYSE-consistent categorical standards.
- Attendance: In 2024, the board met nine times; each director attended at least 75% of board and committee meetings during their tenure, and all directors attended the 2024 annual meeting.
- Committees: Audit, Talent & Compensation, Directors & Corporate Governance, Science & Technology, Ethics & Compliance—each has a written charter, conducts annual self-evaluations, meets regularly in executive session, and may hire independent advisors.
- Audit Committee oversight includes integrity of reporting, internal controls, internal/external audit performance, auditor independence (EY), enterprise risk, cybersecurity/data protection, and compliance (with joint oversight alongside Ethics & Compliance).
- Classified board structure and supermajority removal proposals did not achieve required 80% of outstanding shares in 2025, indicating investor appetite but structural constraints remain. For/Against votes listed in 8-K.
| Committee | Role | 2024 Meetings | Chair |
|---|---|---|---|
| Audit | Member; Financial Expert | 7 | Jamere Jackson |
| Directors & Corporate Governance | Member | 3 | Juan Luciano |
| Board | Director | 9 (board meetings) | Lead Independent Director: Juan Luciano |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $119,000 | Director-specific cash paid; includes board retainer and applicable committee member retainers |
| Annual Board Cash Retainer (Policy) | $110,000 | Company-wide director cash retainer |
| Committee Member Retainers (Policy) | Audit: $6,000; Directors & Corporate Governance: $3,000 | Member-level fees; chair fees higher (Audit chair increased to $29,000 from $26,000 effective Jan 1, 2025) |
| Lead Independent Director Retainer (Policy) | $40,000 | For LID (not applicable to Sulzberger) |
| All Other Compensation & Payments (2024) | $27,750 | Primarily charitable matching via Lilly Foundation; program matches up to $30,000/year |
- Governance of Director Pay: Reviews by Directors & Corporate Governance Committee using external consultant; aim near market median and link significant pay to long-term Lilly stock performance; annual cap on total director compensation of $800,000.
Performance Compensation
| Element | Grant Value / Units | Vesting & Delivery | Performance Linkage |
|---|---|---|---|
| Annual Equity Grant (2024) | $220,000; approximately 303 deferred stock units | Units are fully vested at grant; shares delivered the second January after board service ends via Directors’ Deferral Plan | Equity value linked to Lilly stock performance over time; no explicit performance conditions for director grants; dividends reinvested as units |
| Directors’ Deferral Plan – Deferred Stock Account | Variable (based on deferrals) | Conversion to units monthly; paid in shares beginning second January post-departure; lump sum or up to 10 annual installments | Equity exposure maintained; aligns with long-term shareholder returns |
| Directors’ Deferral Plan – Deferred Cash Account | Earns interest at 120% of applicable federal long-term rate (5.89% in 2024 aggregate) | Paid post-departure per elections; lump sum or installments | Fixed interest; not equity-linked; optional |
- Compensation Mix Signal: 67% of board service annual retainer is linked to long-term performance of Lilly stock through equity grants, supporting alignment.
- No director participation in company pension or non-equity incentive plan.
Other Directorships & Interlocks
| Company | Position | Potential Interlock/Conflict Considerations |
|---|---|---|
| Mastercard Incorporated | Director | Payments/technology exposure; no related-party transactions disclosed by Lilly; board independence affirmed |
| Warby Parker Inc. (recent prior) | Director | Consumer/retail; prior role only; no related-party transactions disclosed |
| Cerevel Therapeutics Holdings, Inc. (recent prior) | Director | Biopharma; prior role only; no related-party transactions disclosed |
| Brixmor Property Group Inc. (recent prior) | Director | Real estate; prior role only; no related-party transactions disclosed |
- Related-Person Transactions Policy: Preapproval by Directors & Corporate Governance Committee; transactions >$120,000 with material interest reviewed for fairness, arm’s-length terms, conflicts, and shareholder interests.
Expertise & Qualifications
- Finance and governance expertise from prior CFO roles and audit committee chair service; explicitly identified as an Audit Committee Financial Expert.
- Private equity/transaction experience navigating disruption, transformation, and shareholder engagement.
- ESG and stakeholder advisory leadership as former Chair of Global ESG Advisory at Teneo, providing global perspective for board oversight.
Equity Ownership
| Holder | Shares Owned | Stock Units Distributable Within 60 Days | Percent of Class | Stock Units Not Distributable Within 60 Days | Pledged |
|---|---|---|---|---|---|
| Gabrielle Sulzberger | — | — | * (less than 1%) | 2,545 | None |
- Shares Outstanding (reference date): 947,989,151 as of February 26, 2025.
- Director Stock Ownership Guidelines: Non-employee directors must hold Lilly stock (or DSUs) valued at not less than five times annual board retainer; five years allowed to reach the requirement; more recent directors expected to progress.
- Hedging/Pledging: Prohibited for directors and employees; none of the stock or stock units owned by listed individuals are pledged.
Say-on-Pay & Shareholder Feedback
- 2025 Advisory Vote on Executive Compensation: For 731,376,577; Against 28,008,877; Abstain 1,781,405; Broker Nonvote 85,489,120.
- Auditor Ratification (EY, 2025): For 805,143,438; Against 40,773,622; Abstain 738,919.
- Governance Proposals (Articles amendments): Eliminate classified board—For 658,827,716; Against 100,815,677; Abstain 1,523,466 (did not reach 80% of outstanding). Eliminate supermajority—For 655,797,749; Against 103,931,990; Abstain 1,437,120 (did not reach 80% of outstanding).
Governance Assessment
- Strengths: Independent director; Audit Committee Financial Expert; dual committee service (Audit; Directors & Corporate Governance) enhances oversight of financial reporting, risk, and governance; director compensation structure emphasizes long-term equity alignment (67% equity) and deferral mechanics; prohibitions on hedging/pledging bolster alignment and risk controls.
- Attendance/Engagement: Board met nine times in 2024; each director attended at least 75% of meetings and all attended the 2024 annual meeting; directors participated in shareholder engagement in 2024.
- Ownership Alignment: DSUs held (2,545 units) and director stock ownership guidelines at 5x annual retainer with a five-year compliance window support alignment, though beneficial ownership within 60 days is de minimis. Monitor progression toward guideline.
- Conflicts/Related Parties: Board independence affirmed; related-person transaction policy robust; no pledging; no material legal proceedings or adverse integrity events reported for directors.
- Signals to Monitor: Workload across external roles and time commitments; continued committee focus on cybersecurity/data protection overseen by Audit; evolution in director compensation (e.g., Audit chair fee increase in 2025) and adherence to ownership guidelines over the five-year window.