Jon Moeller

About Jon Moeller

Jon Moeller, age 60, joined Eli Lilly and Company’s board in 2024 and serves as an independent director with deep finance and operating credentials from Procter & Gamble (P&G), where he is Chairman, President and CEO and formerly served over a decade as CFO . He sits on Lilly’s Audit Committee and the Directors and Corporate Governance Committee, and the board has determined he is independent under NYSE and Lilly guidelines . He was elected effective December 1, 2024 and is expected to stand for shareholder election at the annual meeting in May 2026 . Core credentials include extensive financial leadership, enterprise risk oversight, and large-scale operations and strategy execution across global supply chains and regulated markets .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (member) and Directors & Corporate Governance Committee (member) .
• Audit Committee is designated “financial expert” for all current members, including Moeller, reflecting his CFO experience .
• Independence: Board affirmed Moeller’s independence; no related person transaction applies; selected with no special arrangements .
• Attendance and engagement: Board met nine times in 2024, and each director attended at least 75% of board and committee meetings during their tenure; independent directors hold executive sessions at each regular board meeting led by the Lead Independent Director .
• Committee activity levels (context): Audit Committee met 7 times in 2024; Directors & Corporate Governance Committee met 3 times .
• Governance signals: Board is seeking shareholder approval to eliminate the classified board and supermajority voting—responsive to investor feedback and strengthens accountability .
• Outside board service limits: Executives of a public company may serve on no more than two public company boards (inclusive of Lilly); Moeller’s service (P&G + Lilly) aligns with policy .

Fixed Compensation

2024 reported compensation for Jon Moeller (partial year):

Notes:

• Moeller joined after the 2024 annual stock award allocation date and will receive a prorated equity award in 2025 for his 2024 board service .
• Directors can defer cash into the Directors’ Deferral Plan: DSU account (stock-settled at departure) or deferred cash account (interest at 120% long-term AFR; 5.89% for 2024) .

Performance Compensation

• Non-employee directors at Lilly do not receive performance-based equity (e.g., PSUs) or stock options; equity is granted as deferred stock units aligned to long-term shareholder value and subject to stock ownership/retention expectations .

Other Directorships & Interlocks

• Related-party/independence review: Board determined all current non-employee directors are independent; routine business with certain institutions was below materiality thresholds; Moeller (P&G) not listed among entities with routine transactions; no material relationships compromising independence disclosed .
• Related person transactions: None required to be reported for 2024 .

Expertise & Qualifications

• Financial expertise: Former P&G CFO for 12+ years; designated Audit Committee financial expert at Lilly .
• Operating/strategy: Led P&G global operations and supply chain as COO and then CEO/Chair, bringing large-scale operating and transformation experience .
• Governance: Service as CEO/Chair of a major public company; external governance and ESG-related roles (e.g., Alliance to End Plastic Waste) .

Equity Ownership

Ownership alignment policies:

• Stock ownership guideline: 5x annual board retainer for non-employee directors; five-year compliance window for new directors .
• 67% of standard director pay is in equity (annual DSUs), promoting alignment; total director pay is capped .
• Insider trading procedure applies to directors and officers; promotes compliance with securities laws/NYSE standards .

Governance Assessment

Positives for investor confidence:

• Independent status confirmed; placed on high-scrutiny committees (Audit; Directors & Corporate Governance) with financial expert designation—supports robust oversight of financial reporting, enterprise risk, and governance .
• Director compensation structure skews to equity (DSUs), with 5x ownership guideline and an annual compensation cap—strong alignment and guardrails .
• Board responsiveness: Management proposals to declassify the board and remove supermajority provisions reflect alignment with best practices and shareholder input .
• Attendance culture: Board-wide expectation met in 2024; independent director executive sessions each regular meeting .

Watch items / potential risks:

• External commitments: As a sitting CEO/Chair of P&G, time demands merit monitoring; however, Lilly’s “other board service” policy caps executives of public companies at two public boards inclusive of Lilly—Moeller complies (P&G + Lilly) .
• Related parties: No related person transactions were reportable in 2024; continue to monitor any future Lilly–P&G dealings under Lilly’s rigorous related-person policy and preapproval process .

Contextual governance safeguards:

• Compensation recovery (clawback) policy aligned with NYSE rules; prohibition of executive hedging/pledging; strong share ownership and retention guidelines; majority voting with resignation policy .
• Strong say-on-pay support (95% in 2024; >94% for each of the last five years) indicates broad shareholder confidence in compensation governance, though this pertains to executives rather than directors .