Ralph Alvarez
Director at LLY
Board
About Ralph Alvarez
Ralph Alvarez, age 69, has served on Eli Lilly’s board since 2009 and is designated an independent director. He chairs the Talent and Compensation Committee and serves on the Audit Committee as an Audit Committee Financial Expert, bringing 40+ years of consumer marketing, global operations, and international business leadership (including McDonald’s President/COO and Skylark Chairman). Current external role: Operating Partner at Advent International.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International Corporation | Operating Partner | 2017–present | Private equity operating leadership (talent, strategy) |
| Skylark Co., Ltd. | Chairman of the Board | 2013–2018 | Led large Japan restaurant operator; international ops expertise |
| McDonald’s Corporation | President & Chief Operating Officer | 2006–2009 | Global operations; brand/consumer marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lowe’s Companies, Inc. | Director | Current | Public company directorship |
| Traeger, Inc. | Director | Current | Public company directorship |
| First Watch Restaurant Group, Inc. | Chair of the Board | Current | Public company board chair |
| Dunkin’ Brands Group, Inc. | Director | Recent prior | Former public company board service |
Board Governance
- Committee assignments: Audit Committee member and Talent & Compensation Committee Chair; the committee oversees CEO/executive pay, succession, ownership guidelines, clawback policy, and shareholder engagement on pay . He is listed as an Audit Committee Financial Expert .
- Independence: All non-employee directors, including Alvarez, were affirmatively determined independent under NYSE and Lilly standards ; Alvarez listed as “Independent Director” .
- Attendance: In 2024, the board met nine times; each director attended at least 75% of board/committee meetings, and all attended the annual meeting .
- Board structure: All standing committees are fully independent and chaired by independent directors; executive sessions are held at every regular board meeting .
- Compensation committee interlocks: None of the Talent & Compensation Committee members (including Alvarez) had interlocking relationships requiring disclosure under SEC rules; none were officers/employees or participants in related person transactions with the company .
Fixed Compensation
| Component | Structure/Amount | Alvarez 2024 (Cash) | Notes |
|---|---|---|---|
| Annual Board Retainer (Cash) | $110,000 | Included in Fees | Standard non-employee director retainer |
| Committee Chair Retainers | Talent & Compensation: $22,000; Audit Chair: $26,000 (updated to $29,000 in 2025) | Alvarez chairs Talent & Compensation | Chair retainer amounts per committee |
| Committee Member Retainers | Audit: $6,000; Other committees typically $3,000–$6,000 | Alvarez is Audit member | Applies to non-chair members by committee |
| Annual Compensation Cap | $800,000 total (cash + equity) | Below cap | Cap embedded in plans to prevent excess |
| Fees Earned or Paid in Cash (2024) | — | $141,000 | Actual 2024 cash compensation per proxy |
Performance Compensation
| Component | Grant Value/Units | Vesting/Settlement | Alvarez 2024 (Equity) |
|---|---|---|---|
| Annual Equity Grant (Deferred Stock Units) | $220,000; approx. 303 units (company-wide annual grant methodology) | Fully vested when credited; shares delivered in the second January following departure from the board via Directors’ Deferral Plan | $220,000 |
- Directors’ Deferral Plan options: deferred stock account (units credited monthly; hypothetical dividends reinvested) and deferred cash account (interest at 120% of federal long-term rate; 5.89% in 2024 aggregate interest $241,168 for participating directors) .
- No disclosed director-specific performance metrics (e.g., EPS/TSR targets) are tied to director compensation; company emphasizes 67% of director compensation linked to long-term Lilly stock performance through DSUs .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Disclosure |
|---|---|---|
| Lowe’s Companies, Inc. | Director | No interlocking relationships requiring disclosure under SEC rules for Lilly’s compensation committee members |
| Traeger, Inc. | Director | Same as above |
| First Watch Restaurant Group, Inc. | Chair | Same as above |
| Dunkin’ Brands Group, Inc. | Former Director | Prior service (not current) |
Expertise & Qualifications
- Audit Committee Financial Expert designation based on public company experience (including prior audit committee service at Lowe’s); extensive leadership in consumer marketing, brand management, strategic planning, and international operations with focus on Japan/emerging markets; strong talent leadership perspective .
- Committee leadership experience (Chair, Talent & Compensation) with oversight of executive pay, succession planning, stock ownership guidelines, and clawback policy .
Equity Ownership
| Holder | Shares Owned | Stock Units Distributable Within 60 Days | Stock Units Not Distributable Within 60 Days | Percent of Class | Pledged |
|---|---|---|---|---|---|
| Ralph Alvarez | — | — | 54,719 | <1% | None pledged |
- Director stock ownership guidelines: Non-employee directors must hold Lilly stock valued at ≥5x annual board retainer; all non-employee directors serving ≥5 years have satisfied guidelines (Alvarez has served since 2009) .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Quantity | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-11-18 | 2025-11-17 | A (Award) | 215.327 | $1,021.70 | 55,378.773 | https://www.sec.gov/Archives/edgar/data/59478/000131021525000010/0001310215-25-000010-index.htm |
| 2025-11-18 | 2025-11-17 | A (Award) | 11.5 | $1,021.70 | 55,163.446 | https://www.sec.gov/Archives/edgar/data/59478/000131021525000010/0001310215-25-000010-index.htm |
Recent records reflect small equity awards credited and updated post-transaction holdings; ownership totals align with deferred stock/units accumulation for directors.
Governance Assessment
- Strengths: Long-tenured independent director, Audit Committee Financial Expert, and chair of Talent & Compensation—positions that enhance oversight of financial reporting, risk, and pay-for-performance alignment. No related-party transactions reported for 2024; compensation committee interlocks absent, supporting independence. Director compensation is balanced with a significant equity-linked component and an annual cap; robust ownership guideline (5x retainer) met given tenure.
- Potential watchpoints: Multiple external public boards—three current roles—approach the board’s general policy limit on other board service (no more than three other public company boards; exceptions allowed). While compliant, this elevates workload considerations; continued monitoring of attendance and engagement is warranted (board reports ≥75% attendance for all directors).
- Signals: The board’s move to declassify and eliminate supermajority voting enhances shareholder rights; Alvarez’s role on Talent & Compensation (including engagement with independent consultant FW Cook) supports disciplined pay governance.