Mary Lynne Hedley
Director at LLY
Board
About Mary Lynne Hedley
Mary Lynne Hedley, Ph.D., is an independent director of Eli Lilly and Company, serving since 2022. She is a veteran biotech operator and scientist with deep oncology experience, currently a Senior Scientific Fellow at the Broad Institute (since 2021) and a Venture Partner at Third Rock Ventures (since 2023). Age: 62. Her credentials include co-founding and operating multiple biotech companies and senior leadership roles spanning R&D, clinical development, regulatory, manufacturing, and commercialization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TESARO, Inc. (acquired by GSK) | President & Chief Operating Officer | 2010–2019 | Led development and commercialization of oncology therapeutics; built C‑suite, capital raising, R&D and commercial execution |
| GlaxoSmithKline plc | Member, executive R&D team; led integration of TESARO acquisition | 2019–2020 | Integration leadership post-acquisition |
| Abraxis BioScience, Inc. (acquired by Celgene) | EVP & Chief Science Officer | 2009–2010 | Scientific leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broad Institute of Harvard & MIT | Senior Scientific Fellow | 2021–present | Advises CEOs, venture and life science companies; academic collaboration |
| Third Rock Ventures | Venture Partner | 2023–present | Advising early-stage life science ventures |
| Veeva Systems Inc. | Director; Chair/Former Chair of Nominating & Corporate Governance Committee | Current | Governance leadership experience |
| Centessa Pharmaceuticals plc | Director; Audit Committee Chair (former/current as disclosed) | Current | Audit and financial oversight |
| Millendo Therapeutics, Inc. | Former Director; Nominating & Corporate Governance Committee Chair (former) | Prior | Governance leadership |
| Boston Museum of Science | Advisory Board Member; Chair, Life Science Committee | Current | STEM and public engagement |
Board Governance
- Committee assignments: Ethics and Compliance (member) and Science and Technology (member). Not a committee chair at Lilly .
- Independence: The board determined all current non‑employee directors, including Dr. Hedley, are independent; her affiliations with medical/academic institutions involve ordinary-course transactions well below materiality thresholds, and the board found no compromising relationships .
- Attendance: In 2024 the board met 9 times; each director attended at least 75% of board and relevant committee meetings. All directors attended the 2024 annual meeting. Committee meetings held in 2024: Ethics & Compliance (4); Science & Technology (5) .
- Tenure: Director since 2022; nominated and re‑elected to serve through the 2028 annual meeting (Class of 2025 slate) with 754,599,984 votes for vs. 5,904,923 against at the 2025 annual meeting, indicating strong shareholder support .
- Lead independent oversight: Board has a robust Lead Independent Director role (Juan Luciano) with defined responsibilities and executive sessions at every regular board meeting, enhancing independent oversight .
Fixed Compensation (Director)
| Component | 2024 Value | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $110,000 | Standard for non‑employee directors |
| Committee Member Fees (E&C; S&T) | $3,000; $6,000 | E&C member $3k; S&T member $6k |
| Total Fees Earned (Cash) | $119,000 | Sum of retainer + committee member fees |
| Annual Equity Grant (Deferred Stock Units) | $220,000 | Approx. 303 units; credited to deferred stock account |
| Total 2024 Director Compensation | $339,000 | Cash + equity; no pension or meeting fees |
Additional structure:
- Annual compensation cap for non‑employee directors: $800,000 .
- Deferred compensation plan available; deferred cash earns 120% of applicable federal long-term rate (5.89% in 2024); equity credited as DSUs with dividend equivalents .
- Stock ownership guidelines: 5x annual board retainer; new directors have five years to comply .
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Equity vehicle | Deferred Stock Units (DSUs) credited annually ($220,000 target; ~303 units) |
| Grant timing | On a pre‑set annual date; units based on closing price on grant date |
| Vesting/Distribution | DSUs fully vested; underlying shares delivered in the second January after board service ends |
| Ownership alignment | 5x retainer stock ownership requirement; 5‑year compliance window for new directors |
| Deferral features | Ability to defer cash retainers into DSUs or a deferred cash account; payout in lump sum or installments post‑service |
Note: Lilly’s “pay for performance” metrics (revenue/EPS/pipeline, SVA/RVA) apply to executives, not directors. Director equity is designed for alignment, not operational performance measurement .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Potential Interlock Notes |
|---|---|---|---|
| Veeva Systems Inc. | Public | Director; Nominating & Corporate Governance Chair/former Chair | Governance experience; no related‑party transaction disclosure with Lilly in 2024 |
| Centessa Pharmaceuticals plc | Public | Director; Audit Committee Chair (as disclosed) | Audit oversight; no related‑party transaction disclosure with Lilly in 2024 |
| Millendo Therapeutics, Inc. | Public (prior) | Former Director; Nominating & Corporate Governance Chair | Prior role |
Independence and related party review: The board annually reviews independence and related person transactions; none were reportable in 2024, and where directors (including Dr. Hedley) are affiliated with institutions transacting with Lilly, amounts were below the greater of $1 million or 2% of the institution’s revenues and assessed as immaterial, with no direct personal benefit .
Expertise & Qualifications
- Biotech operating leader: Co‑founder/executive of multiple biotech companies; deep end‑to‑end development and commercialization experience, especially in oncology—one of Lilly’s core therapeutic areas .
- Governance and audit expertise: Chair/former chair of Nominating & Corporate Governance (Veeva, Millendo) and Audit Committee leadership at Centessa—adds multifaceted governance perspective .
- Scientific credentials: Senior Scientific Fellow at Broad Institute; memberships in leading professional societies (AAI, AAAS, ASCO, AACR), bridging academia and industry .
Equity Ownership
| Holder | Shares Owned | Stock Units Not Distributable Within 60 Days | Pledged? | Ownership % of Class |
|---|---|---|---|---|
| Mary Lynne Hedley | 346 | 1,656 | None disclosed | <1% (asterisked in proxy table) |
| Citations: shares/units/pledging indicator and class size . |
Stock ownership policy for directors: 5x retainer; five years to meet guideline (Dr. Hedley joined the board in 2022) .
Governance Assessment
- Board effectiveness signal: Strong re‑election support in 2025 (≈99.2% of votes cast “For”) indicates investor confidence in Dr. Hedley’s contribution and overall board composition .
- Committee fit: Placement on Ethics & Compliance and Science & Technology leverages her scientific depth and compliance awareness—key for risk oversight in a highly regulated R&D‑intensive business .
- Independence and conflicts: Board’s categorical standards and specific assessment of affiliations preserve independence; no related‑party transactions required disclosure in 2024. This mitigates conflict‑of‑interest risk despite her broad external engagements .
- Alignment & incentives: Director equity delivered as DSUs and strict stock ownership guidelines tie compensation to long‑term shareholder value; capped director pay limits excess and aligns with best practices .
- Attendance/engagement: Meets the baseline (≥75%) attendance requirement; participates across two committees with regular meeting cadences (E&C: 4; S&T: 5), supporting active engagement .
- RED FLAGS: None apparent in filings—no attendance shortfall disclosed, no related‑party transactions, no pledging/hedging disclosure issues, and strong shareholder support for board nominees and say‑on‑pay in recent years .
Contextual governance note: The board and management again sought to eliminate the classified structure and supermajority voting, but proposals did not reach the 80% outstanding shares threshold in 2024 and 2025—continuing a governance modernization effort responsive to investor feedback .