Eli Lilly 2012 Annual Report Download - page 114

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preceding December by the U.S. Treasury
Department under Section 1274(d) of the Internal
Revenue Code of 1986, as amended (the Internal
Revenue Code). The aggregate amount of interest
that accrued in 2012 for the participating directors
was $138,129, at a rate of 3.3 percent. The rate for
2013 is 2.9 percent.
Both accounts may be paid in a lump sum or in annual
installments for up to 10 years, beginning the second
January following the director’s departure from board
service. Amounts in the deferred stock account are paid
in shares of company stock.
Director Compensation
In 2012, we provided the following compensation to directors who are not employees:
Name Fees Earned or Paid in Cash ($) Stock Awards ($) 1
All Other
Compensation and
Payments ($) 2Total ($) 3
Mr. Alvarez $106,000 $145,000 $0 $251,000
Dr. Baicker $102,250 $145,000 $0 $247,250
Sir Winfried Bischoff $112,000 $145,000 $0 $257,000
Mr. Eskew $121,000 $145,000 $1,500 $267,500
Mr. Fyrwald $112,000 $145,000 $35,000 $292,000
Dr. Gilman $118,000 $145,000 $14,500 $277,500
Mr. Hoover $106,000 $145,000 $30,000 $281,000
Ms. Horn $119,500 $145,000 $5,250 $269,750
Dr. Kaelin $60,083 $84,583 $11,200 $155,867
Ms. Marram $134,500 $145,000 $30,000 $309,500
Mr. Oberhelman $106,000 $145,000 $33,750 $284,750
Dr. Prendergast $103,000 $145,000 $0 $248,000
Ms. Seifert $103,000 $145,000 $13,650 $261,650
1 Each nonemployee director received an award of stock valued at $145,000 (3,083 shares), except Dr. Kaelin, who
received shares proportionately for a partial year of service. This stock award and all prior stock awards are fully
vested in that they are not subject to forfeiture; however, the shares are not issued until the director ends his or
her service on the board, as described above under “Lilly Directors’ Deferral Plan.” The column shows the grant
date fair value for each director’s stock award. Aggregate outstanding stock awards are shown in the “Common
Stock Ownership by Directors and Executive Officers” table in the “Directors’ Deferral Plan Shares” column.
Aggregate outstanding stock options as of December 31, 2012 are shown in the table below. Nonemployee
directors received no stock options in 2012. The company discontinued granting stock options to nonemployee
directors in 2005. A discussion of methodology used in calculating the award values can be found above under the
heading "Lilly Directors' Deferral Plan."
Name Outstanding Stock Options (Exercisable) Weighted Average Exercise Price
Sir Winfried Bischoff 5,600 $65.48
Dr. Gilman 5,600 $65.48
Ms. Horn 5,600 $65.48
Ms. Marram 5,600 $65.48
Dr. Prendergast 5,600 $65.48
Ms. Seifert 5,600 $65.48
2 This column consists of amounts donated by the Eli Lilly and Company Foundation, Inc. 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. The amounts for Mr. Fyrwald and Mr. Oberhelman include matching contributions for donations
made at the end of 2011 (Mr. Fyrwald – $15,000; Mr. Oberhelman – $5,000), for which the matching contribution
was not paid until 2012.
3 Directors do not participate in a company pension plan or non-equity incentive plan.