ELI LILLY & Co

Under our articles of incorporation, the board is divided into three classes with approximately one-third of the directors standing for election each year. The Directors and Corporate Governance Committee has recommended that each of the following four nominees be elected at the Annual Meeting. Each of the director nominees is currently serving as a director. Nominees Carolyn BertozziIndependent Director William Kaelin, Jr.Independent Director Jon MoellerIndependent Director David RicksPresident, CEO and Chair The term for directors to be elected this year will expire at the annual meeting of shareholders held in 2029. Each of the director nominees above has agreed to serve for that term. Nominees are elected to serve until his or her successor is duly elected and qualified. If a nominee set forth in this proxy statement is unable to serve or for good cause will not serve, proxy holders may vote for another nominee proposed by the board or, as an alternative, the board may reduce the number of directors to be elected at the Annual Meeting. RECOMMENDATION FOR The board recommends that you vote FOR the election of each of the board’s nominees, Carolyn Bertozzi, William Kaelin, Jr., Jon Moeller, and David Ricks to serve as directors until our 2029 annual meeting of shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal. Director Biographies: Set forth below is information, as of March 20, 2026, regarding our directors and director nominees. We have provided the most relevant experiences, qualifications, attributes, and skills that support the conclusion that each director or director nominee should serve as a director in light of our business and operations. No family relationship exists among any of our directors, director nominees, or executive officers. To the best of our knowledge, there are no pending material legal proceedings in which any of our directors or nominees for director, or any of their associates, is a party adverse to us or any of our affiliates, or has a material interest adverse to us or any of our affiliates. Additionally, to the best of our knowledge, there have been no events under any bankruptcy laws, no criminal proceedings and no judgments, sanctions, or injunctions during the past 10 years that are material to the evaluation of the ability or integrity of any of our directors or nominees for director. There is no arrangement or understanding between any director or director nominee and any other person pursuant to which he or she was or is to be selected as a director or director nominee. Class of 2026 Carolyn R. Bertozzi, Ph.D. KEY EXPERIENCE AND QUALIFICATIONS Dr. Bertozzi is a world-renowned Nobel Laureate, scientist, academician, and pioneer in chemical biology who provides valuable leadership to the board's oversight of Lilly's discovery and development programs. •Dr. Bertozzi has decades of groundbreaking research experience, offering a valuable perspective and resource to the board and management in pharmaceutical research and discovery across multiple therapeutic areas.•Through her work founding and advising various biotechnology companies, Dr. Bertozzi has a deep understanding of the challenges, perspectives, and opportunities for translating basic scientific research into therapeutic application.•Dr. Bertozzi also brings commercialization experience to the board through her work founding biotechnology companies and leadership roles in more than a dozen academic and scientific advisory boards and life sciences companies, bridging academic discovery and pharmaceutical innovation. Age: 59Director Since: 2025Board Committees: –Ethics and Compliance–Science and TechnologyOther Public Boards: –OmniAb, Inc.Recent Prior Public Boards: –Alnylam Pharmaceuticals, Inc. Key Skills: CAREER HIGHLIGHTS•Stanford University–Anne T. and Robert M. Bass Professor of Chemistry, Professor of Chemical and Systems Biology and Radiology by courtesy (2015 - present)–Baker Family Director of Sarafan ChEM-H (2017 - present)•Howard Hughes Medical Institute–Investigator (2000 - present) OTHER HIGHLIGHTS•Recipient of numerous prizes and honors, including:–Nobel Prize in Chemistry–Lemelson-MIT award for inventors–Whistler Award–Ernst Schering Prize–MacArthur Foundation Fellowship•Member, National Academy of Medicine; National Academy of Sciences; American Academy of Arts and Sciences; and German Academy of Sciences Leopoldina William G. Kaelin, Jr., M.D. KEY EXPERIENCE AND QUALIFICATIONS Dr. Kaelin is a world-renowned Nobel Laureate, scientist, academician, and physician who provides valuable leadership to the board’s oversight of Lilly’s discovery and development programs. •With decades of preeminent medical research and discovery experience, particularly within oncology, Dr. Kaelin offers a valuable perspective and resource to the board and management in pharmaceutical research and discovery in key therapeutic areas.•Dr. Kaelin has extensive experience as a professor and mentor to medical professionals who are key constituents for Lilly’s business and workforce.•As an investigator at Howard Hughes Medical Institute, Dr. Kaelin has a deep understanding of the challenges, perspectives, and opportunities for medical researchers.•Dr. Kaelin also brings commercialization experience to the board through his work with venture capital funds and biotechnology companies. Age: 68Director Since: 2012 Board Committees: –Directors and Corporate Governance–Science and Technology (Chair)Other Public Boards: –IQVIA Holdings Inc. Recent Prior Public Boards: –NoneKey Skills: CAREER HIGHLIGHTS•Harvard Medical School–Sidney Farber Professor of Medicine (2018 - present)–Professor of Medicine (2002 - 2018)•Dana-Farber Cancer Institute–Professor (2002 - present)•Howard Hughes Medical Institute–Investigator (2002 - present)–Assistant Investigator (1998 - 2002) OTHER HIGHLIGHTS•Recipient of numerous prizes and honors, including:–Nobel Prize in Physiology or Medicine –Albert Lasker Basic Medical Research Award –Canada Gairdner International Award–Wiley Prize in Biomedical Sciences from the Rockefeller University –Paul Marks Prize for Cancer Research from the Memorial Sloan Kettering Cancer Center•Member, National Academy of Medicine; National Academy of Sciences; American College of Physicians; Association of American Physicians; American Society of Clinical Investigation; American Academy of Arts and Sciences; American Philosophical Society Jon Moeller KEY EXPERIENCE AND QUALIFICATIONS Mr. Moeller brings to the board extensive leadership experience, financial acumen, strategic vision, and a commitment to high standards of corporate governance. •Mr. Moeller has served in various senior capacities at Procter & Gamble (P&G) over the past three decades (including chief executive officer), giving him a wealth of experience in navigating complex regulatory environments and fostering a culture of integrity. His tenure at P&G has been characterized by his ability to drive growth and innovation, including a willingness to change, adapt and create new trends and embrace new technologies. •Mr. Moeller was P&G’s chief financial officer for more than 12 years, leading its finance and accounting, tax, treasury, corporate strategy, business development and investor relations functions. His financial background has also equipped him with the skills to oversee complex financial operations, manage risks, and ensure fiscal responsibility.•As chief operating officer, Mr. Moeller optimized P&G's operations to enhance efficiency and performance. He successfully managed the company's supply chain, manufacturing, and overall operational strategies, ensuring that they aligned with the company's goals and objectives. Age: 61Director Since: 2024 Board Committees: –Audit–Directors and Corporate GovernanceOther Public Boards: –Procter & Gamble CompanyRecent Prior Public Boards: –NoneKey Skills: CAREER HIGHLIGHTS•Procter & Gamble Company, a multinational consumer goods corporation–Executive Chairman (2026 - present)–Chairman, President and Chief Executive Officer (2022 – 2025)–President and Chief Executive Officer (2021 - 2022)–Vice Chairman, Chief Financial Officer, and Chief Operating Officer (2019 - 2021)–Vice Chairman, Chief Financial Officer (2017 - 2019)–Chief Financial Officer (2009 - 2017) OTHER HIGHLIGHTS•Member, The Business Roundtable•Member, American Society of Corporate Executives•Director, US China Business Counsel •Director (Vice-Chair), Alliance to End Plastic Waste David A. Ricks Chair, President, and CEO KEY EXPERIENCE AND QUALIFICATIONS Mr. Ricks has over 25 years of experience at Lilly, leading and shaping large-scale operations across the world. He has overseen some of the most transformative growth in the company’s history; since assuming the role as Chief Executive Officer, Lilly has (i) experienced revenue growth of approximately 207%, (ii) experienced a five-year total shareholder return of 571%, and (iii) taken important steps to increase the affordability and accessibility of our products around the globe. •Mr. Ricks embodies the “tone at the top” that strengthens Lilly’s culture, including through his commitment to compliance, talent development, and the expansion of our workforce.•Mr. Ricks has combined his company-specific and industry knowledge to grow, articulate and implement Lilly’s strategic plan, as reflected by the growth in revenue, robust pipeline, and progressive approach on leveraging technology into the business. •Mr. Ricks is able to draw on his extensive interactions with various stakeholders to apprise the board of significant developments in our business and industry, as well as to communicate feedback to the board and offer insights.•Mr. Ricks’ leadership approach is derived from his experience in marketing, sales, drug development, and international operations, as well as his significant experience in public policy. Age: 58Director Since: 2017Board Committees: NoneOther Public Boards: –Adobe Inc.Recent Prior Public Boards: –NoneKey Skills: CAREER HIGHLIGHTS•Eli Lilly and Company–Chair, President, and Chief Executive Officer (2017 - present)–Senior Vice President and President, Lilly Bio-Medicines (2012 - 2016)–President, Lilly USA (2009 - 2012)–Served in various marketing, sales and international leadership roles (1996 - 2009), including:•As President and General Manager of Lilly China•As General Manager of Lilly Canada OTHER HIGHLIGHTS•Director, International Federation of Pharmaceutical Manufacturers & Associations (IFPMA)•Director, Pharmaceutical Research and Manufacturers of America (PhRMA)•Member, U.S. Patent and Trademark Office Council for Inclusive Innovation •Director and executive committee member, Central Indiana Corporate Partnership•Director, The Business Roundtable•Trustee, Purdue University Board of Trustees Class of 2027 Katherine Baicker, Ph.D. KEY EXPERIENCE AND QUALIFICATIONS Dr. Baicker’s experience in health economics research and policy at the highest levels, including as a former economic advisor to the White House and a current health advisor to the Congressional Budget Office, provides an invaluable perspective to the board. •In addition to Dr. Baicker’s own high-impact research, her leadership of a preeminent research and educational institution gives her both insight into and influence over the future of health policy.•Through Dr. Baicker’s decades of research and policy engagement, including with respect to the effects of health system reforms of public and private insurance coverage and payment policy, she brings to the board insight and context as it oversees the company’s navigation of the complex environment of government regulation, insurance reimbursement, and access to affordable care.•Drawing on Dr. Baicker’s experience as an advisor to both the executive and legislative branches of the U.S. government, state governments, and numerous healthcare-related commissions and committees provides a keen understanding of government perspectives in our highly regulated industry.•Dr. Baicker, with extensive involvement with medical and health system research organizations, adds valuable input on the research and development landscape within the pharmaceutical industry. Age: 54 Director Since: 2011 Board Committees: –Ethics and Compliance (Chair)–Science and TechnologyOther Public Boards: –NoneRecent Prior Public Boards: –HMS Holdings Corp. Key Skills: CAREER HIGHLIGHTS•University of Chicago–Provost (2023 - present)–Emmett Dedmon Professor, Harris School of Public Policy (2017 - present)–Dean of the Harris School of Public Policy (2017 - 2023)•Harvard University –C. Boyden Gray Professor of Health Economics (2014 - 2017)–Department of Health Policy and Management, chair (2014 - 2016)–Harvard T.H. Chan School of Public Health (primary)–Harvard Kennedy School of Government (secondary)•National Bureau of Economic Research–Research Associate, Health Care and Public Economics Programs (2007 - present)•Council of Economic Advisers, Executive Office of the President–Member, confirmed by U.S. Senate (2005 - 2007) OTHER HIGHLIGHTS•Panel of Health Advisers to the Congressional Budget Office•Advisory Board, the National Institute for Health Care Management•Editorial Board of JAMA Health Forum•Trustee, the Mayo Clinic•Trustee, University of Chicago Medicine (ex officio)•Member, the National Academy of Medicine; the National Academy of Social Insurance; the Council on Foreign Relations; and the American Academy of Arts and Sciences J. Erik Fyrwald KEY EXPERIENCE AND QUALIFICATIONS Mr. Fyrwald brings to the board a deep understanding of operational and strategic leadership and international business.•Mr. Fyrwald’s substantial experience in leading international companies provides valuable perspectives relating to international operations, manufacturing, logistics, and sustainability. •Mr. Fyrwald has a demonstrated focus on technology and a deep understanding of the challenges of developing and commercializing the results of innovation, as he worked to align Syngenta to digital innovation and new agricultural technologies in their efforts against climate change.•Mr. Fyrwald has also developed significant corporate governance experience through his current and prior service on the boards of directors of international companies and not-for-profit entities. Age: 66Director Since: 2005 Board Committees: –Talent and Compensation –Science and TechnologyOther Public Boards: –International Flavors & Fragrances Inc.Recent Prior Public Boards: –Syngenta Group–Bunge Limited Key Skills: CAREER HIGHLIGHTS•International Flavors & Fragrances Inc., creator and manufacturer of food, beverage, health and biosciences, scent and pharma solutions –Chief Executive Officer (2024 - present)–Member of the board of directors (2024 - present)•Syngenta Group, a global Swiss-based agriculture technology company that produces agrochemicals and seeds–President and Chief Executive Officer (2016 - 2023)–Member of the board of directors (2016 - 2024)–Member of the sustainability committee (2016 - 2024)•Univar, Inc., a leading distributor of chemicals and provider of related services–President and Chief Executive Officer (2012 - 2016)•Ecolab, Inc., a leading provider of cleaning, sanitation and water products and services–President (2011 - 2012)•Nalco Company, a leading provider of water treatment products and services–Chairman and Chief Executive Officer (2008 - 2011)•E.I. du Pont de Nemours and Company, a global chemical company–Various management positions from 1980 to 2008 in production, sales, and marketing, including most recently group vice president, agriculture and nutrition (2003 - 2008) OTHER HIGHLIGHTS•Director, Council on Competitiveness (Chair) Jamere Jackson KEY EXPERIENCE AND QUALIFICATIONS Mr. Jackson brings to the board significant global financial experience and a strong background in strategic planning.•Mr. Jackson’s global finance experience, including as chief financial officer at multiple Fortune 500 companies, provides extensive knowledge of international business operations and their associated financial complexities.•Mr. Jackson brings a valuable perspective on the management of complex financial risks and wide-ranging knowledge of finance and accounting matters to his role as Audit Committee Chair.•Mr. Jackson has also held roles in strategic planning and mergers and acquisitions, including responsibility for driving financial rigor, developing strategy and implementing change. Age: 57 Director Since: 2016 Board Committees: –Audit (Chair)–Directors and Corporate Governance Other Public Boards: –None Recent Prior Public Boards: –Hibbett, Inc.Key Skills: CAREER HIGHLIGHTS•AutoZone, Inc., a leading retailer and distributor of automotive replacement parts and accessories in the United States, Mexico and Brazil–Chief Financial Officer (2020 - present)•Hertz Global Holdings, Inc., a global vehicle rental, leasing and fleet management business–Chief Financial Officer (2018 - 2020)•Nielsen Holdings plc, a global measurement and data analytics company –Chief Financial Officer (2014 - 2018)•General Electric Corporation, an American multinational company and leader in the power renewable energy, aviation and healthcare industries–Vice President and Chief Financial Officer, General Electric Oil and Gas, drilling and surface division (2013 - 2014)–Senior Executive, Finance, General Electric Aviation (2007 - 2013)–Finance Executive, General Electric Corporate (2004 - 2007) OTHER HIGHLIGHTS•Certified Public Accountant•Not-for-profit boards of directors: –Youth Villages Gabrielle Sulzberger KEY EXPERIENCE AND QUALIFICATIONS Ms. Sulzberger brings over 30 years of experience advising public and privately held companies in consumer products, retail, financial services, and life sciences.•Ms. Sulzberger provides global perspective from her time as chair of global ESG advisory at Teneo, supporting Lilly and the board’s commitment to continuous progress and improving our positive impact on people, the planet, and society. •Ms. Sulzberger developed deep corporate governance experience through her work with corporate boards, both as a board member and as a governance committee chair.•Ms. Sulzberger’s career in private equity has given her valuable experience in helping companies navigate disruption and transformation, engage with shareholders, and position businesses for growth and success.•Ms. Sulzberger also draws on experiences from her prior service as chief financial officer of several publicly and privately held companies and audit committee chair of several public companies, providing leadership as an Audit Committee Financial Expert. Age: 65 Director Since: 2021 Board Committees: –Audit–Directors and Corporate Governance Other Public Boards: –Mastercard IncorporatedRecent Prior Public Boards: –Warby Parker Inc.–Cerevel Therapeutics Holdings, Inc.–Brixmor Property Group Inc.Key Skills: CAREER HIGHLIGHTS•Centerbridge Partners, a multidisciplinary investment firm –Senior Managing Director (2024 - present)–Senior Advisor (2021 - 2024)•Teneo, a global CEO advisory firm–Senior Advisor (2024 - 2026)–Chair of Global ESG Advisory (2021 - 2024)•Two Sigma Impact, a private equity firm based in New York, New York–Senior Advisor (2021 - 2023)•Rustic Canyon/Fontis Partners L.P., a private equity firm based in California–General Partner (2005 - 2018) OTHER HIGHLIGHTS•Director or trustee of the following not-for-profit organizations:–Metropolitan Museum of Art–Ford Foundation–Sesame Street Workshop•Former director, board chair and audit committee chair, Whole Foods Market, Inc.•Sandra Day O’Connor Board Excellence Award Class of 2028 Ralph Alvarez KEY EXPERIENCE AND QUALIFICATIONS Mr. Alvarez brings to the board more than 40 years of experience in consumer marketing, global operations, international business, and strategic planning, as well as extensive executive leadership experience in managing some of the world’s best-known brands. •As a senior executive of a leading global foodservice retailer and other global restaurant businesses, Mr. Alvarez developed in-depth knowledge of consumer marketing, talent and brand management and strategic planning.•Mr. Alvarez also contributes an understanding of international markets and operations, including a special focus on Japan and emerging markets. •Mr. Alvarez is a leader of people and brings to the board a strong perspective on how to motivate, develop, and engage diverse talent. •Mr. Alvarez is an Audit Committee Financial Expert based on his public company experience, including his prior service on the Lowe’s audit committee. Age: 70Director Since: 2009 Board Committees: –Audit–Talent and Compensation (Chair)Other Public Boards: –Lowe’s Companies, Inc.–Traeger, Inc.–First Watch Restaurant Group, Inc. (Chair)Recent Prior Public Boards: –NoneKey Skills: CAREER HIGHLIGHTS•Advent International Corporation, a leading global private equity firm–Operating Partner (2017 - present)•Skylark Co., Ltd., a leading restaurant operator in Japan–Chairman of the board (2013 - 2018)•McDonald’s Corporation, a leading food service retailer–President and Chief Operating Officer (2006 - 2009) OTHER HIGHLIGHTS•Member, University of Miami President’s Council•Director, ZUP Holdings GP Corp. (Chair) Mary Lynne Hedley, Ph.D. KEY EXPERIENCE AND QUALIFICATIONS Dr. Hedley’s career has uniquely combined discovery, translational and clinical research and commercialization, bringing to the board extensive business leadership and scientific investigation experience in the biotechnology industry.•Having served as co-founder, chief executive officer, president, chief scientific officer or chief operating officer of several biotechnology companies throughout her career, Dr. Hedley has experience leading and overseeing the complex operations and risks of these businesses, including building C-suite teams, raising capital, and managing research and development, commercial development, manufacturing and supply chains, quality, regulatory affairs, and corporate strategy. •Dr. Hedley has extensive experience navigating complex FDA regulatory pathways and achieving successful drug approvals in highly regulated environments. •Dr. Hedley has substantial experience with developing and commercializing pharmaceutical products, including a deep understanding of regulatory approval, compliance, quality systems, and the requirements for launching therapeutics across multiple jurisdictions. •Dr. Hedley’s service on the boards of directors and board committees of other public companies and not-for-profit entities, including her service on an audit committee and as chair of a nominating and governance committee, provides a multifaceted governance perspective. Age: 63Director Since: 2022 Board Committees: –Ethics and Compliance –Science and TechnologyOther Public Boards: –VEEVA Systems Inc.–Centessa Pharmaceuticals plcRecent Prior Public Boards: –NoneKey Skills: CAREER HIGHLIGHTS•Broad Institute of Harvard and MIT–Senior Scientific Fellow (2021 - present)•Third Rock Ventures, a leading healthcare venture capital firm–Venture Partner (2023 - present)•GlaxoSmithKline plc, a leading global pharmaceutical company–Member of executive research and development team; led integration efforts for TESARO acquisition (2019 - 2020)•TESARO, Inc., a company focused on the development and global commercialization of oncology therapeutics (acquired by GlaxoSmithKline plc in 2019)–President and Chief Operating Officer (2010 - 2019)•Abraxis BioScience, Inc., a biotechnology company (acquired by Celgene Corporation in 2010)–Executive Vice President and Chief Science Officer (2009 - 2010) OTHER HIGHLIGHTS•Member, American Association of Immunologists; American Association for Advancement of Science; American Society of Clinical Oncology; American Association of Cancer Research•Advisory Board, Boston Museum of Science and chair, Life Science Committee•Director, Azalea Therapeutics Inc.•Strategic Advisor to the R&D Committee, Argenx SE Kimberly Johnson KEY EXPERIENCE AND QUALIFICATIONS Ms. Johnson brings to the board considerable financial and operational experience and a strong background in technology, governance, talent management and strategy for global risk management.•Ms. Johnson’s wide-ranging operational experience at two complex financial institutions has included leadership over various departments focused on cybersecurity, technology, operations, account services, enterprise change, data, modeling, analytics, information security, resiliency, innovation, and corporate strategy.•Ms. Johnson also brings a deep understanding of enterprise risk management, having served as chief risk officer of Fannie Mae and currently overseeing enterprise risk as part of her role at T. Rowe Price.•Ms. Johnson also brings to the board knowledge of technology operations, having led Fannie Mae’s digital transformation, establishing a four-year enterprise modernization plan and an operational roadmap for redesigning business processes and reengineering core technology. Age: 53 Director Since: 2021 Board Committees: –Talent and Compensation–Ethics and Compliance Other Public Boards: –NoneRecent Prior Public Boards: –NoneKey Skills: CAREER HIGHLIGHTS•T. Rowe Price Group, Inc., a global leader in asset management–Vice President and Chief Operating Officer (2022 - 2025)•Federal National Mortgage Association (Fannie Mae), a provider of affordable mortgage financing in the United States–Executive Vice President and Chief Operating Officer (2018 - 2022)–Executive Vice President and Chief Risk Officer (2017 - 2018)–Senior Vice President and Chief Risk Officer (2015 - 2017)–Senior Vice President and Deputy Chief Risk Officer (2013 - 2015)•Credit Suisse AG, a global wealth manager, investment bank, and financial firm founded and based in Switzerland–Director, Interest Rate Derivative Products (2005 - 2006) OTHER HIGHLIGHTS•Trustee, Princeton University Juan R. Luciano Lead Independent Director (2019) KEY EXPERIENCE AND QUALIFICATIONS Mr. Luciano’s decades of experience, including as a chair and chief executive officer, as a leader of large organizations, and in international business, strategy, and operations, bring to the board valuable insights into the complexities of operating in a rapidly changing global market. •As chair and chief executive officer of a major global enterprise, Mr. Luciano contributes extensive knowledge of international business and the development and execution of strategy, such as the increased use of innovative technologies to meet customer needs and the management of complex global supply chains.•Mr. Luciano’s experience as a chief operating officer and line executive in several product areas also bring a thorough understanding of operations, especially in highly regulated sectors. •Mr. Luciano’s results-oriented perspective and his experience in leading a major multinational company are particularly valuable to the board and make him a strong and engaged lead independent director.•Mr. Luciano is a well-respected leader and strong lead independent director for the board, with the willingness and ability to provide direct, candid feedback to the chief executive officer while acting as a facilitator of discussion. Age: 64Director Since: 2016 Board Committees: –Talent and Compensation –Directors and Corporate Governance (Chair)Other Public Boards: –Archer-Daniels-Midland CompanyRecent Prior Public Boards: –NoneKey Skills: CAREER HIGHLIGHTS•Archer-Daniels-Midland Company, a global food processing and commodities-trading company–Chair of the Board (2016 - present)–Chief Executive Officer and President (2015 - present)–President and Chief Operating Officer (2014 - 2015)•The Dow Chemical Company, a multinational chemical company–Executive Vice President and President, Performance Division (2010 - 2011) OTHER HIGHLIGHTS•Alternate director, Wilmar International•Director, Intersect Illinois•Member, Rush System Board of Directors •Member, The Business Roundtable; Civic Committee at the Commercial Club of Chicago; Economic Club of Chicago Director Skills and Experience: Our directors are responsible for overseeing the company’s business consistent with their fiduciary duties. This significant responsibility requires highly skilled individuals with various qualities, attributes, and professional experiences. We believe the board is well-rounded, with a balance of relevant perspectives and experience, as illustrated in the following chart. Director Nominations Each year, the board proposes a slate of director nominees for election by shareholders at the Annual Meeting. The board has delegated the process of screening potential director candidates to the Directors and Corporate Governance Committee, which receives input from other board members. Incumbent Directors Candidate Pool In-Depth Recommend Selected Candidates for Election to the Board Review Shareholders Executive Search Firms Management Candidate Pool Identification: Director candidates can be identified from several sources, including incumbent directors, shareholders, executive search firms retained by the committee, and management. For example, Jon Moeller and Carolyn Bertozzi were recommended by a third-party search firm and management. In-Depth Review: The Directors and Corporate Governance Committee employs the same process to evaluate all candidates, including those submitted by shareholders, in accordance with our bylaws and corporate governance guidelines.