Juan Luciano
Lead Independent Director at LLY
Board
About Juan R. Luciano
Lead Independent Director of Eli Lilly and Company since 2019; independent director since 2016. Age 63 as of March 21, 2025. Principal occupation: Chairman, CEO, and President of Archer-Daniels-Midland Company (ADM), contributing deep operational and international business expertise and leading executive-session oversight as the board’s lead independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archer-Daniels-Midland Company | Chair | 2016–present | Global operations, supply chain leadership, strategy execution |
| Archer-Daniels-Midland Company | CEO & President | 2015–present | P&L leadership, strategy, technology adoption |
| Archer-Daniels-Midland Company | President & COO | 2014–2015 | Operational oversight, regulated sector experience |
| The Dow Chemical Company | EVP & President, Performance Division | 2010–2011 | Product division leadership, operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Archer-Daniels-Midland Company | Director | Current | Other public board (ADM) |
| Wilmar International | Alternate Director | Current | Agribusiness network reach |
| Intersect Illinois | Director | Current | Economic development engagement |
| Rush System | Board Member | Current | Healthcare governance perspective |
| Business Roundtable; Civic Committee at Commercial Club of Chicago; Economic Club of Chicago | Member | Current | Policy and business leadership forums |
Board Governance
- Independence: The board determined all current non-employee directors, including Luciano, are independent under NYSE standards; relationships with affiliated organizations (including ADM) were routine, arm’s length, and below materiality thresholds (≤ the greater of $1 million or 2% of the counterparty’s revenues) in the past three fiscal years .
- Lead Independent Director: Oversees CEO selection process; presides over executive sessions at every regular board meeting; approves agendas/schedules; liaises between independent directors and the chair/CEO; leads annual board assessments and director succession planning .
- Committees: Chair, Directors and Corporate Governance Committee; Member, Talent and Compensation Committee. 2024 meetings: T&C (6); Directors & Corporate Governance (3). Board met nine times; each director attended ≥75% of board/committee meetings on which they served; all directors attended the 2024 annual meeting .
- Governance enhancements: Management proposals to eliminate classified board and supermajority voting provisions reflect shareholder engagement and board responsiveness .
Fixed Compensation
| Element | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual board cash retainer | $110,000 | Applies to all non-employee directors |
| Lead Independent Director premium | $40,000 | Additional cash retainer for LID |
| Committee chair/member retainers | Audit: $26,000/$6,000; Science & Tech: $23,000/$6,000; Talent & Compensation: $22,000/$3,000; Ethics & Compliance: $22,000/$3,000; Directors & Corporate Governance: $22,000/$3,000 | Chair/member fees additive; audit chair increases to $29,000 in 2025 |
| 2024 fees earned (Luciano) | $178,000 | Actual cash fees paid in 2024 |
| Annual compensation cap | $800,000 total cash+equity | Policy cap to avoid excess compensation |
Performance Compensation
| Element | Grant Value/Units | Vesting/Distribution | Notes |
|---|---|---|---|
| Annual equity grant (Deferred Stock Units) | $220,000; ~303 units | Units fully vested; shares distributed the second January after board service ends | DSUs credited to deferred stock account; hypothetical dividends reinvested in additional units; prorated for new directors |
| 2024 stock awards (Luciano) | $220,000 | See DSU distribution policy | Grant-date fair value per ASC 718 |
| Options/performance metrics | Not applicable | N/A | Non-employee director equity is not option-based and has no performance conditions |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no officer roles at Lilly; no related-person transactions; no other interlocking relationships requiring disclosure .
- Independence and related-party policy: Formal pre-approval, recusal, annual review for recurring transactions; none required to be reported in 2024 .
Expertise & Qualifications
- CEO leadership of a major global enterprise; deep international business, strategy, and operations experience; supply chain management in regulated sectors; results-oriented perspective; strong engaged lead independent director, providing candid feedback and facilitating effective board management .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned (direct/indirect) | — | No common shares reported as owned directly |
| Stock units distributable within 60 days | — | None within 60 days |
| Stock units not distributable within 60 days | 16,229 units | DSUs in directors’ deferral plan account |
| Percent of class | <1% | As reported (star indicates less than 1%) |
| Pledged shares | None | No pledging reported |
| Ownership guideline | 5× annual board retainer | Directors have 5 years to comply |
| Compliance status | Satisfied (for directors with ≥5 years) | All non-employee directors serving ≥5 years have satisfied guidelines |
Recent Insider Transactions (Form 4 – Luciano at LLY)
| Filing Date | Transaction Date | Type | Shares/Units | Price ($) | Post-Transaction Holdings (units) | Source |
|---|---|---|---|---|---|---|
| 2025-11-18 | 2025-11-17 | A (award/deferral) | 215.327 | 1,021.70 | 16,704.141 | |
| 2025-10-22 | 2025-10-20 | A (award/deferral) | 18.336 | 808.96 | 16,474.296 | |
| 2025-09-17 | 2025-09-15 | A (award/deferral) | 19.826 | 748.19 | 16,455.857 | |
| 2025-07-22 | 2025-07-21 | A (award/deferral) | 19.462 | 762.18 | 16,381.934 | |
| 2025-01-23 | 2025-01-21 | A (award/deferral) | 19.982 | 742.35 | 16,211.283 |
Note: Recent Form 4s indicate DSU accruals and deferrals of director fees into stock units, aligning compensation with long-term shareholder value .
Governance Assessment
- Positives: Strong independent leadership as Lead Independent Director with robust responsibilities and regular executive sessions; chairs Directors & Corporate Governance Committee and serves on Talent & Compensation; independence affirmed; no pledging; no related-person transactions requiring disclosure; director compensation cap; 5× retainer ownership guideline met after five years; shareholder engagement prompting proposals to remove classified board and supermajority provisions, improving governance quality .
- Potential conflicts: Dual role as ADM CEO may create perceived conflicts; the board’s independence review found routine arm’s-length transactions with affiliated institutions under materiality thresholds; policy mandates pre-approval, recusal, and annual reviews for related-person transactions .
- Shareholder confidence: Say-on-pay support was 95% in 2024; >94% support each of the last five years, indicating strong investor endorsement of compensation practices overseen by the committee on which Luciano serves .