William Kaelin
ELI LILLY &About William G. Kaelin, Jr., M.D.
Independent director at Eli Lilly and Company since 2012; age 67. Kaelin is a Nobel Prize–winning physician-scientist with deep oncology and drug discovery expertise. He chairs Lilly’s Science & Technology (S&T) Committee and serves on the Directors & Corporate Governance (DCG) Committee. The board classifies him as independent, with affiliations to academic medical institutions reviewed and deemed non‑material under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Medical School | Sidney Farber Professor of Medicine | 2018–present | Oncology and translational research leadership |
| Harvard Medical School | Professor of Medicine | 2002–2018 | Mentorship of medical/scientific talent |
| Dana-Farber Cancer Institute | Professor | 2002–present | Oncology research; clinical-science interface |
| Howard Hughes Medical Institute | Investigator | 2002–present | Basic science leadership; research commercialization exposure |
| Howard Hughes Medical Institute | Assistant Investigator | 1998–2002 | Early independent research career |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Medical School | Sidney Farber Professor of Medicine | 2018–present | Scientific perspective to pharma R&D oversight |
| Dana-Farber Cancer Institute | Professor | 2002–present | Deep oncology pipeline perspective |
| Howard Hughes Medical Institute | Investigator | 2002–present | Investigator network, emerging science insights |
| Honors/Memberships | Nobel Prize; Lasker; Gairdner; National Academy of Medicine/NAS/others | Various | Signals world-class scientific credibility |
Board Governance
- Committee assignments (2024): Science & Technology Committee, Chair; Directors & Corporate Governance Committee, Member .
- Committee activity (2024): S&T met 5 times; DCG met 3 times. S&T oversight includes R&D strategy, pipeline reviews, and monitoring AI in R&D; DCG oversees board composition, independence, director compensation, and shareholder governance engagement .
- Independence: Board determined all non‑employee directors (including Kaelin) are independent; reviewed academic affiliations (clinical research, grants, ordinary-course transactions) and found no material relationships. Aggregate payments to/from affiliated institutions did not exceed the greater of $1 million or 2% of those organizations’ revenues in any of the last three fiscal years .
- Attendance/engagement: In 2024 the board met 9 times and each director attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
- Structure (2024): Annual cash retainer $110,000; committee retainers—S&T Chair $23,000; DCG Member $3,000; Lead Independent Director premium $40,000 (not applicable to Kaelin). Annual compensation cap for non‑employee directors: $800,000 .
- Kaelin’s reported cash fees and other items:
| Year | Annual Board Retainer ($) | Committee Chair Fee ($) | Committee Member Fee ($) | Cash Fees (Reported) ($) | Other Comp/Payments ($) | Notes |
|---|---|---|---|---|---|---|
| 2023 | 110,000 | 18,000 (S&T Chair) | 3,000 (DCG Member) | 137,000 | 12,150 (Foundation matching) | Program increased for 2024 |
| 2024 | 110,000 | 23,000 (S&T Chair) | 3,000 (DCG Member) | 142,000 | 38,150 (Foundation matching; timing effects) | Audit Chair fee increased for 2025; others unchanged |
Notes: The Lilly Foundation matches eligible charitable contributions up to $30,000; table reflects matches when paid (timing can cross calendar years) .
Performance Compensation
Directors do not receive performance‑based bonuses or options. Equity is delivered as fully vested deferred stock units (DSUs) credited to the Directors’ Deferral Plan; units convert into shares and are distributed the second January after board service ends. Approximate units are based on grant-date stock price .
| Year | Equity Type | Grant Value ($) | Approx. Units | Vesting | Distribution Timing |
|---|---|---|---|---|---|
| 2023 | DSUs | 200,000 | ~335 | Fully vested | Second January post‑departure |
| 2024 | DSUs | 220,000 | ~303 | Fully vested | Second January post‑departure |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None | — | — | No current or recent prior public company boards |
Compensation Committee interlocks: None reported among T&C Committee members (Kaelin is not on T&C) .
Expertise & Qualifications
- World‑class scientist and physician with oncology and discovery credentials; Nobel Laureate; academic leadership (Harvard, Dana‑Farber, HHMI) .
- Provides board oversight of discovery, development, and emerging technologies (including AI) as S&T Chair; brings commercialization perspective via work with venture and biotech companies .
Equity Ownership
- Ownership guidelines for non‑employee directors: minimum 5× annual board retainer; directors with ≥5 years of service have satisfied the guideline. Directors are prohibited from hedging/pledging company stock .
- Beneficial ownership (Kaelin):
| Metric | 2024-02-28 | 2025-02-26 |
|---|---|---|
| Shares Owned | 0 | 0 |
| Stock Units Distributable Within 60 Days | 0 | 0 |
| Stock Units Not Distributable Within 60 Days | 21,064 | 21,499 |
| Pledged? | None (company states none of listed are pledged) | None (company states none of listed are pledged) |
| % of Shares Outstanding | <1% | <1% |
Deferral mechanics: Directors may defer cash into a Deferred Stock Account (units) or Deferred Cash Account (interest accrues at 120% of applicable federal long-term rate; 2024 rate 5.89%); distributions begin second January after service ends .
Governance Assessment
- Board effectiveness: Kaelin’s S&T chair role aligns tightly with Lilly’s R&D‑driven strategy; committee actively reviews long‑term R&D goals, pipeline, emerging technologies and AI—highly relevant governance coverage given Lilly’s growth drivers .
- Independence and conflicts: Academic affiliations reviewed under NYSE‑consistent standards; transactions with his institutions were below $1 million or 2% thresholds; board reaffirmed independence. No related‑party transactions requiring disclosure for 2024 .
- Attendance and engagement: Board reports every director met the ≥75% attendance benchmark in 2024 and attended the annual meeting—indicative of baseline engagement .
- Pay and alignment: Mix of cash retainer plus fully vested DSUs (distribution deferred) and 5× retainer stock ownership guideline create long‑term alignment; total director pay capped at $800,000 annually. Kaelin’s 2024 total was $400,150 (cash $142,000; equity $220,000; other $38,150) vs. $349,150 in 2023, reflecting the board‑approved increase in the annual equity grant for 2024 .
- Shareholder signals: Say‑on‑pay support at 95% in 2024 and 2023 supports confidence in compensation governance and oversight by independent directors .
- Risk controls: Anti‑hedging/pledging policy for directors; robust related‑party review; independent committees and regular executive sessions; structured board/committee self‑assessments .
Red flags
- None identified requiring disclosure. Potential related‑party exposure via academic affiliations is monitored and below materiality thresholds; independence affirmed by the board .
Overall, Kaelin’s scientific depth and S&T chairmanship are governance positives for a science‑led pharma; independence processes, attendance, ownership guidelines, and high say‑on‑pay support underpin investor confidence .