Kimberly Johnson
Director at LLY
Board
About Kimberly Johnson
Kimberly Johnson (age 52) is an independent director of Eli Lilly and Company, serving since 2021; she is Vice President and Chief Operating Officer at T. Rowe Price Group (since 2022) and formerly held senior risk and operations roles at Fannie Mae, bringing deep expertise in enterprise risk management, technology operations, cybersecurity, and large-scale transformation . The board has affirmatively determined that all current non-employee directors, including Johnson, are independent; members of the Talent and Compensation and Audit Committees meet heightened independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Group, Inc. | Vice President & Chief Operating Officer | 2022–present | Oversees enterprise risk and broad technology/operations; governance and strategy responsibilities |
| Fannie Mae | EVP & Chief Operating Officer | 2018–2022 | Led digital transformation and enterprise modernization; reengineered core technology and business processes |
| Fannie Mae | EVP & Chief Risk Officer | 2017–2018 | Enterprise risk oversight; modeling, analytics, resiliency, information security |
| Fannie Mae | SVP & Chief Risk Officer | 2015–2017 | Enterprise risk management leadership |
| Fannie Mae | SVP & Deputy Chief Risk Officer | 2013–2015 | Deputy leadership in risk; cross-functional oversight |
| Credit Suisse AG | Director, Interest Rate Derivative Products | 2005–2006 | Capital markets/derivatives product role |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Princeton University | Trustee | Not disclosed | University governance role |
| T. Rowe Price Group, Inc. | Vice President & Chief Operating Officer | 2022–present | Operating executive at a global asset manager |
Board Governance
- Committee memberships: Talent and Compensation; Ethics and Compliance; no chair roles disclosed for Johnson .
- Committee activity: Talent and Compensation met 6 times in 2024; Ethics and Compliance met 4 times in 2024 .
- Independence: Board determined all current non-employee directors are independent; Talent and Compensation members meet heightened standards .
- Attendance: The board met nine times in 2024; each director attended at least 75% of board and committee meetings during their tenure; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions at every regular board meeting, presided over by the Lead Independent Director .
- Election/term: Johnson is nominated for re-election in 2025 to serve a term expiring at the 2028 annual meeting .
Fixed Compensation
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $110,000 | Standard for non-employee directors in 2024 |
| Committee Membership Fees (Cash) | $3,000 per committee | Talent and Compensation member: $3,000; Ethics and Compliance member: $3,000 |
| Annual Equity Grant (DSUs) | $220,000 | Deferred stock units credited to director’s deferral plan account; approx. 303 units based on grant-date price |
| Total Annual Compensation Cap | $800,000 | Board-approved cap on cash+equity compensation |
| Kimberly Johnson – 2024 Director Compensation | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $116,000 | Retainer + two committee memberships |
| Stock Awards (Grant-Date Fair Value) | $220,000 | Annual DSU grant |
| All Other Compensation | $0 | No matching gifts reported for Johnson in 2024 table |
| Total | $336,000 | Sum of cash and equity grant |
Performance Compensation
| Equity Award Feature | Terms | Source |
|---|---|---|
| Instrument | Deferred Stock Units (DSUs) | Award credited under Lilly Directors’ Deferral Plan |
| Grant Value | $220,000 (approx. 303 units) | Using closing price on preset annual date |
| Vesting/Settlement | Fully vested at grant; shares delivered in second January following departure from board | Applies to DSU account settlement mechanics |
| Deferral Options | Cash account accrues interest at 120% AFR (5.89% in 2024); stock account as units with reinvested hypothetical dividends | Deferral plan terms and 2024 interest rate |
| Ownership Guidelines | Required ≥5× annual board retainer; new directors allowed 5 years to comply | Director ownership policy |
Note: Non-employee directors do not receive options, annual target bonus percentages, or performance metric-based equity beyond the standard annual DSU grant disclosed above .
Other Directorships & Interlocks
| Category | Status | Source |
|---|---|---|
| Current public company boards | None | Johnson’s biography lists no current public boards |
| Prior public company boards | None | No prior public boards listed for Johnson |
| Compensation Committee interlocks | None requiring disclosure | Committee members (including Johnson) had no interlocking relationships requiring disclosure |
Expertise & Qualifications
- Financial and operational leadership across complex institutions, including oversight of cybersecurity, technology, operations, enterprise change, data, modeling, and resiliency .
- Deep enterprise risk management experience (former CRO at Fannie Mae; risk oversight at T. Rowe Price) .
- Led digital transformation and four-year modernization plan at Fannie Mae, redesigning business processes and core technology .
Equity Ownership
| Holder | Shares Owned | Stock Units Distributable Within 60 Days | Percent of Class | Stock Units Not Distributable Within 60 Days |
|---|---|---|---|---|
| Kimberly H. Johnson | — | — | * (less than 1%) | 3,032 units (DSUs in Directors’ Deferral Plan) |
- No pledging: “None of the stock or stock units owned by any of the listed individuals has been pledged as collateral” (applies to Johnson) .
- Ownership guidelines: Directors must hold ≥5× retainer with a five-year compliance window; Johnson (director since 2021) is within the five-year period to reach the guideline .
Insider Trades (filings and policy)
| Item | Status | Source |
|---|---|---|
| Insider trading procedure | Company has a formal insider trading procedure for directors, officers, and employees | Procedure cited in 10-K exhibit and referenced in proxy |
| Delinquent Section 16(a) filings (Johnson) | None reported for Johnson; one late report noted for another officer due to administrative error | Delinquent filings disclosure; only Donald Zakrowski listed |
Governance Assessment
- Alignment and incentives: Director pay mix links compensation to long-term stock performance (67% equity via DSUs); ownership guideline of ≥5× retainer supports long-term alignment .
- Committee effectiveness: Johnson’s roles on Talent and Compensation and Ethics & Compliance place her at the center of executive pay governance, succession oversight, HCM/inclusion, compliance, and quality; committees met 6 and 4 times respectively in 2024, indicating active oversight cadence .
- Independence and conflicts: Board determined Johnson is independent; related-person transaction policy requires preapproval and annual reviews; no related party transactions were reported for 2024 .
- Attendance and engagement: Each director attended at least 75% of meetings; all attended the 2024 annual meeting; independent directors meet in executive session each regular meeting, supporting robust oversight culture .
- Compensation governance environment: Annual cap of $800,000 for director pay; executive pay overseen by an independent committee with independent consultant FW Cook and strong shareholder support (95% say-on-pay approval in 2024) .
- RED FLAGS: None disclosed—no other public company boards for Johnson, no interlocks requiring disclosure, no pledging, no delinquent Section 16 filings; independence affirmed and no related party transactions reported for 2024 .