Jamere Jackson
About Jamere Jackson
Jamere Jackson, age 56, has served on Eli Lilly and Company’s board since 2016. He is a Certified Public Accountant and currently the Audit Committee Chair, bringing extensive CFO experience across Fortune 500 companies and deep financial, risk, and strategic planning expertise. He is classified by the board as an independent director; the board has affirmed independence for all non‑employee directors under NYSE-aligned categorical standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AutoZone, Inc. | Chief Financial Officer | 2020–present | Leads global finance; public-company CFO discipline relevant to audit oversight |
| Hertz Global Holdings, Inc. | Chief Financial Officer | 2018–2020 | Turnaround, capital markets and financial risk management experience |
| Nielsen Holdings plc | Chief Financial Officer | 2014–2018 | Global operations, M&A and strategy rigor |
| General Electric | VP & CFO, Oil & Gas (Drilling & Surface); Senior Finance Executive (Aviation); Finance Executive (Corporate) | 2013–2014; 2007–2013; 2004–2007 | Complex industrial risk, controls, and strategic finance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hibbett, Inc. | Director (Recent Prior Public Board) | Prior service | Most recent prior public board; no current public boards listed |
| Youth Villages (non‑profit) | Board | Current | Community engagement; governance experience |
Board Governance
- Committee assignments: Audit (Chair) and Directors & Corporate Governance; designated Audit Committee Financial Expert .
- Committee activity: Audit met 7 times in 2024; remit includes integrity of financial reporting, internal controls, independent auditor oversight, enterprise risk, cybersecurity/information security oversight, and legal/regulatory compliance (with E&C) . Directors & Corporate Governance met 3 times; remit includes board composition/refreshment, independence, director compensation, governance guidelines, related‑party transaction oversight, and shareholder governance engagement .
- Independence and attendance: The board determined all current non‑employee directors are independent; in 2024 the board met 9 times and each director attended at least 75% of board/committee meetings during their tenure; all directors attended the 2024 annual meeting .
- Leadership structure: Independent Lead Director with robust responsibilities; executive sessions held at each regular meeting, strengthening independent oversight of CEO performance and risk management .
Fixed Compensation
| Element | Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | Paid to non‑employee directors |
| Committee Retainers | Audit Chair: $26,000; D&CG Member: $3,000 | Audit Chair retainer increases to $29,000 effective Jan 1, 2025; member retainer per committee schedule |
| Lead Independent Director Fee | $40,000 | Not applicable to Jackson; included for structure |
| Annual Compensation Cap | $800,000 | Aggregate cap on cash + equity for directors |
2024 Actual Director Compensation (Jackson):
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | $145,000 | $220,000 | $0 | $365,000 |
Additional structural points:
- 67% of annual board service compensation linked to Lilly stock via equity grants; ownership requirement is 5x annual board retainer, with five years to comply for new directors .
- Directors’ Deferral Plan allows deferral of cash comp into deferred stock or cash accounts; DSU grant approximated at ~303 units based on $220,000 divided by closing stock price on preset date; DSUs fully vested and credited to deferred stock account; distribution begins second January following departure .
Performance Compensation
Directors do not receive performance‑based cash bonuses or options; alignment is through equity (deferred stock units) that track Lilly’s long‑term share performance and are subject to deferral/holding requirements .
Company incentive design overseen by the board (context for governance evaluation):
| 2024 Executive Bonus Plan Metrics | Weighting |
|---|---|
| Product revenue (select new products) | 33.3% |
| EPS performance (adjusted per policy) | 33.3% |
| Pipeline progression (scorecard across discovery/late development/BD/game‑changer events) | 33.3% |
Notes:
- Bonus plan maximum payout increased from 200% to 250% of target in 2024 to sharpen performance focus; committee applies adjustments and has downward discretion .
- 2024 incentive outcomes were above target, consistent with strong performance; say‑on‑pay support was 95% in 2024, indicating shareholder endorsement of pay‑for‑performance philosophy and governance .
Other Directorships & Interlocks
- Current public company boards: None .
- Prior public boards: Hibbett, Inc. .
- Compensation Committee interlocks: None disclosed among 2024 T&C members; Jackson did not serve on T&C in 2024 .
- Related‑party transactions: None required to be reported in 2024; board policy mandates pre‑approval and annual review with recusals for conflicts .
Expertise & Qualifications
- Financial/accounting expertise: CPA; multi‑company CFO; audit committee leadership and financial risk management .
- Strategic planning/M&A: Roles at Nielsen, GE and Hertz included strategy, capital markets, and change implementation .
- Enterprise risk and controls: Industrial and retail exposure, cybersecurity oversight through Audit committee remit .
- International business: CFO roles across global companies .
Equity Ownership
| Holder | Shares Owned | Stock Units Distributable ≤60 Days | Percent of Class | Stock Units Not Distributable ≤60 Days | Pledged? |
|---|---|---|---|---|---|
| Jamere Jackson | 0 | 0 | <1% | 9,168 | None; company reports no pledging by listed individuals |
Ownership alignment:
- Director stock ownership guideline: ≥5x annual board retainer; all directors serving ≥5 years have satisfied guidelines (Jackson director since 2016) .
- Hedging/pledging prohibitions apply to executives; directors subject to insider trading procedure and deferral/holding structure; company maintains insider trading policy and procedures .
Governance Assessment
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Strengths: Independent Audit Chair with CPA and multi‑industry CFO background; strong remit covering financial reporting integrity, internal controls, enterprise risk, and cybersecurity; robust board governance practices (executive sessions, independent leadership, annual assessments, proxy access) enhance oversight quality .
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Compensation alignment: Director pay emphasizes equity (DSUs) and ownership guidelines; capped total compensation; annual equity fully deferred until post‑service distribution, reinforcing long‑term alignment .
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Shareholder signals: Persistent high say‑on‑pay support (95% in 2024); board responsive to investor feedback, proposing elimination of classified board and supermajority voting provisions .
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Conflicts/related parties: None reported for 2024; categorical independence affirmed; policies require pre‑approval and recusals; mitigates conflict risk .
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RED FLAGS: None disclosed specific to Jackson. No pledging, no related‑party transactions, no committee interlocks. One structural consideration is his full‑time CFO role at AutoZone—board’s “Other Board Service Policy” limits total external board seats and audit committee memberships to avoid overboarding; Jackson’s current profile is within policy and mitigated by annual performance/attendance assessments .