Katherine Baicker
Director at LLY
Board
About Katherine Baicker
Katherine Baicker, Ph.D., is an independent director of Eli Lilly and Company (LLY), age 53, and has served on the board since 2011. She currently serves as Provost of the University of Chicago and is recognized for deep expertise in health economics and public policy, including prior service on the U.S. Council of Economic Advisers. She brings policy, reimbursement, and academic research expertise highly relevant to a global biopharma company. Board committees: Ethics and Compliance (Chair) and Science and Technology (Member). Other current public company boards: none; recent prior: HMS Holdings Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Chicago | Provost | 2023–present | Senior academic and operational leadership for a preeminent research institution |
| University of Chicago, Harris School of Public Policy | Dean; Emmett Dedmon Professor | Dean 2017–2023; Professor 2017–present | Led a top policy school; academic leadership in health policy research |
| Harvard T.H. Chan School of Public Health | C. Boyden Gray Professor of Health Economics; Dept. Chair (Health Policy & Management) | 2014–2017 (Professor); 2014–2016 (Chair) | Led academic department; research and teaching in health economics |
| National Bureau of Economic Research | Research Associate (Health Care & Public Economics Programs) | 2007–present | Contributed peer-reviewed research shaping health policy debates |
| Council of Economic Advisers, Executive Office of the President | Member (Senate-confirmed) | 2005–2007 | Advised on national economic policy, including health care economics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Congressional Budget Office | Panel of Health Advisers | Ongoing | Advises CBO on health policy cost and coverage modeling |
| National Institute for Health Care Management | Advisory Board | Ongoing | Provides expert guidance on health care management issues |
| Health Affairs; JAMA Health Forum | Editorial Board Member | Ongoing | Editorial oversight on leading health policy journals |
| Mayo Clinic | Trustee | Ongoing | Governance role at a major health system |
| National Academy of Medicine; National Academy of Social Insurance; Council on Foreign Relations; American Academy of Arts and Sciences | Member | Ongoing | Recognition and participation in leading scholarly/policy bodies |
Board Governance
- Independence: The board determined all current non‑employee directors are independent; members of Audit and Talent & Compensation meet heightened independence standards. For directors affiliated with academic/medical institutions (including Dr. Baicker), routine transactions were below the greater of $1 million or 2% of the counterparty’s revenues, were arm’s‑length, and conferred no direct personal benefit—independence affirmed.
- Committee assignments (2024): Ethics & Compliance Committee—Chair (met 4x); Science & Technology Committee—Member (met 5x). Scope includes oversight of legal/regulatory trends, compliance and quality, and R&D strategy/technology (including AI) and pipeline review.
- Board/committee attendance: In 2024, the board met 9 times; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Board processes and education: Annual board/committee and individual director assessments inform nominations and planning; robust continuing education, orientation, “Day in the Business,” site visits, and deep‑dive sessions.
- Compensation committee interlocks: For 2024 members, none were officers/employees, participants in related person transactions, or had disclosable interlocking relationships under SEC rules.
Fixed Compensation
| Component | Amount/Value | Detail/Policy |
|---|---|---|
| 2024 Fees Earned (Cash) – Baicker | $141,000 | Reported cash fees for 2024 service. |
| Annual Board Retainer (policy) | $110,000 | Cash retainer for non‑employee directors. |
| Committee Retainer – Ethics & Compliance (Chair) (policy) | $22,000 | Chair retainer; paid in cash; in addition to member retainer. |
| Committee Retainer – Science & Technology (Member) (policy) | $6,000 | Member retainer; paid in cash. |
| Lead Independent Director Premium (policy) | $40,000 | Additional cash retainer (role held by another director). |
| Total Annual Director Compensation Cap | $800,000 | Aggregate cap on cash + equity for non‑employee directors. |
| Ownership Guideline (Directors) | 5x annual board retainer | Stock ownership multiple for alignment. |
| Pay Mix Design | 67% linked to Lilly stock | Majority of compensation delivered in equity tied to stock performance. |
Notes:
- Effective 1/1/2025, Audit Committee chair retainer increased from $26,000 to $29,000; no other changes disclosed.
Performance Compensation
| Award Type | 2024 Grant Value | Units/Structure | Vesting/Distribution | Performance Metrics |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) – Annual Grant | $220,000 | Approx. 303 units (value/price on grant date) | Fully vested upon grant; shares distributed the second January after board departure via Directors’ Deferral Plan | None—no performance conditions for director DSUs; directors do not participate in non‑equity incentive plans. |
Additional details:
- Non‑employee directors received equity awards credited to deferred stock accounts; grant date fair value per FASB ASC 718; units convert to shares post‑service (timed distribution).
- Non‑employee directors do not participate in company pension or non‑equity incentive plans.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None. |
| Recent prior public boards | HMS Holdings Corp. |
| Compensation committee interlocks (LLY committee) | None among 2024 members; no related person transactions or interlocking relationships requiring disclosure. |
Expertise & Qualifications
- Health economics and policy leadership at the highest levels (White House CEA alum; CBO health adviser), providing insight into reimbursement, regulation, and access dynamics in a highly regulated industry.
- Academic leadership and research credentials (Provost; prior Harvard chair and endowed professor; NBER research associate) informing R&D and policy oversight.
- Board‑relevant skills include healthcare industry, science/academia, government relations/public policy; contributes to Science & Technology and Ethics & Compliance oversight.
Equity Ownership
| Holder | Shares Owned | Stock Units Distributable Within 60 Days | Stock Units Not Distributable Within 60 Days | Percent of Class | Pledged |
|---|---|---|---|---|---|
| Katherine Baicker, Ph.D. | — | — | 23,156 | * (<1.0%) | None pledged (company‑wide note) |
Context:
- Shares outstanding as of Feb 26, 2025: 947,989,151.
- For non‑employee directors, “Not Distributable Within 60 Days” reflects DSUs under the Directors’ Deferral Plan (distributed after service).
- The company states that none of the stock or stock units owned by listed individuals is pledged as collateral.
Governance Assessment
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Strengths for investor confidence:
- Independence affirmed despite institutional affiliations; board applied NYSE‑consistent standards and quantitative materiality thresholds (arm’s‑length, below $1m/2% triggers).
- High engagement baseline: board met 9 times; all directors ≥75% attendance; all attended 2024 annual meeting; robust evaluation and education processes.
- Pay-for-alignment: Majority of director pay in DSUs (67% equity), ownership guideline of 5x retainer, and post‑service distribution of shares lengthens horizon; capped total director pay at $800k.
- Enterprise‑critical committee leadership: Chairs Ethics & Compliance; member of Science & Technology, directly tied to regulatory, quality and R&D risk oversight.
- Broader governance signal: 95% Say‑on‑Pay support in 2024 suggests shareholder endorsement of compensation governance.
-
Potential watch items / RED FLAGS to monitor:
- Institutional affiliations: Lilly engages in routine transactions with academic/medical institutions employing certain directors (including Dr. Baicker). While below materiality thresholds and reviewed for independence, continued monitoring is warranted.
- No evidence of pledging, related person transactions, or interlocks requiring disclosure—no current red flags disclosed.
-
Overall view: Dr. Baicker’s health policy and academic leadership provide additive oversight in compliance and R&D. Compensation structure and ownership mechanisms align directors with long‑term shareholder value, with no disclosed misalignments or conflicts undermining independence.