Eli Lilly 2013 Annual Report Download - page 114

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16
Name
Outstanding Stock
Options (Exercisable)
Exercise Price
Sir Winfried Bischoff 2,800 $73.11
Dr. Gilman 2,800 $73.11
Ms. Horn 2,800 $73.11
Ms. Marram 2,800 $73.11
Dr. Prendergast 2,800 $73.11
Ms. Seifert 2,800 $73.11
2 This column consists of amounts donated by the Eli Lilly and Company Foundation, Inc. ("Foundation")
under its matching gift program, which is generally available to U.S. employees as well as the outside
directors. Under this program, the Foundation matched 100 percent of charitable donations over $25 made
to eligible charities, up to a maximum of $30,000 per year for each individual. The Foundation matched
these donations via payments made directly to the recipient charity.
3 Directors do not participate in a company pension plan or non-equity incentive plan.
4 For Sir Winfried Bischoff, this column includes $10,196 for expenses for his spouse to travel to and
participate in board functions that included spouse participation.
Director Independence
The Board annually determines the independence of directors based on a review by the Directors and
Corporate Governance Committee. No director is considered independent unless the Board has determined
that he or she has no material relationship with the company, either directly or as a partner, significant
shareholder, or officer of an organization that has a material relationship with the company. Material
relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial
relationships, among others. To evaluate the materiality of any such relationship, the Board has adopted
categorical independence standards consistent with the New York Stock Exchange (NYSE) listing standards,
except that the “look-back period” for determining whether a director’s prior relationship(s) with the company
impairs independence is extended from three to four years.
The company's process for determining director independence is set forth in our Standards for Director
Independence which can be found on our website at http://www.lilly.com/about/corporate-governance/Pages/
guidelines.aspx along with our Corporate Governance Guidelines.
On the recommendation of the Directors and Corporate Governance Committee, the Board determined that
all 15 nonemployee directors are independent, and that the members of each committee also meet the
independence standards referenced above. The Board determined that none of the 15 nonemployee directors
has had during the last four years (i) any of the relationships referenced above or (ii) any other material
relationship with the company that would compromise his or her independence. The table below includes a
description of categories or types of transactions, relationships, or arrangements the Board considered in
reaching its determinations.