Eli Lilly 2012 Annual Report Download - page 140
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36
Looking Ahead to 2013 Compensation
Changes to the company’s executive compensation program effective in 2013:
• Following dialogue with shareholders, we have broadened our executive compensation recovery policy in two
ways: We removed the requirement that there be a financial restatement in order to recover compensation
from an executive who has engaged in misconduct. The policy now allows recovery from an executive
whose misconduct results in a material violation of law or company policy that causes significant harm to
the company, or who fails in his or her supervisory responsibility to prevent such misconduct by others;
and
We expanded the policy to apply to all members of senior management.
• For our 2013 compensation decisions, we expanded our peer group to include six smaller biopharmaceutical
and medical device companies: Allergan, Inc., Biogen IDEC Inc., Celgene Corporation, Covidien PLC, Gilead
Sciences, Inc., and Medtronic, Inc. Lilly's size in terms of revenue is in the middle of our new peer group.
Compensation Committee Report
The compensation committee evaluates and establishes compensation for executive officers and oversees the
deferred compensation plan, the company’s management stock plans, and other management incentive, benefit,
and perquisite programs. Management has the primary responsibility for the company’s financial statements and
reporting process, including the disclosure of executive compensation. With this in mind, the compensation
committee has reviewed and discussed with management the “Compensation Discussion and Analysis” above. The
committee is satisfied that the “Compensation Discussion and Analysis” fairly and completely represents the
philosophy, intent, and actions of the committee with regard to executive compensation. The committee
recommended to the board of directors that the “Compensation Discussion and Analysis” be included in this proxy
statement for filing with the SEC.
Compensation Committee
Karen N. Horn, Ph.D., Chair
R. David Hoover
Ellen R. Marram
Kathi P. Seifert