Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2025, the Board of Directors (the "Board") of Eli Lilly and Company (the "Company") elected Carolyn R. Bertozzi, Ph.D as a new member of the Board, effective December 8, 2025.
Dr. Bertozzi, 59, is the Anne T. and Robert M. Bass Professor of Chemistry and Professor of Chemical & Systems Biology and Radiology at Stanford University, and an Investigator of the Howard Hughes Medical Institute. Dr. Bertozzi will serve on both the Board's Science and Technology Committee and the Ethics and Compliance Committee and will stand for election by Company shareholders at the Company's annual meeting in May 2026.
The Board has determined that Dr. Bertozzi is independent under applicable standards of the New York Stock Exchange and the Company's director independence guidelines. There are no arrangements or understandings between Dr. Bertozzi and any person pursuant to which she was selected as a director. Dr. Bertozzi is not a party to any transaction subject to Section 404(a) of Regulation S-K involving the Company or any of its subsidiaries. She will participate in the Company's standard director compensation program as described in the Company's Definitive Proxy Statement.