Elanco Animal Health Inc DEF 14A, filed Mar 27, 2025

Elanco Animal Health Inc (ELAN)

DEF 14A 2025-03-27 For: 2025-05-16

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Added on June 12, 2026

About this DEF 14A

Elanco Animal Health Inc filed this DEF 14A on March 27, 2025.

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☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Pursuant to §240.14a-12


Payment of Filing Fee (Check all boxes that apply):
☒						No fee required.
☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.


ELANCO ANIMAL HEALTH INCORPORATED 2500 Innovation Way Greenfield, Indiana 46140	The 2025 Annual Meeting of Shareholders of ELANCO ANIMAL HEALTH INCORPORATED, an Indiana corporation, will be a virtual meeting of shareholders, conducted via live audio webcast at www.virtualshareholdermeeting.com/ELAN2025 on Friday, May 16, 2025, at 8:00 a.m., Eastern Time, to consider and act upon the following matters: Voting Matters:
	Item of Business

Date & Time 8:00 a.m., Eastern Time, Friday, May 16, 2025 Location Audio webcast at: virtualshareholdermeeting.com/ELAN2025 Record Date Close of business on March 19, 2025	1	Election of two director nominees to serve one-year terms.
	2	Ratification of the appointment of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2025.
	3	Advisory vote on the compensation of Elanco’s named executive officers.
	4	Advisory vote on the frequency with which shareholders vote on the compensation of Elanco's named executive officers.
	In addition, we will transact such other business as may properly come before the meeting.
	This Notice and the accompanying Proxy Statement, or a Notice of Internet Availability of Proxy Materials, are expected to be mailed to shareholders commencing March 27, 2025. By Order of the Board of Directors, Shiv O'Neill Executive Vice President, General Counsel and Corporate Secretary March 27, 2025


	Page		Page

Proxy Statement Summary	1	Executive Officers	41
About Elanco	5	Proposal No. 2: Ratification of Appointment of Independent Auditor	44
Proposal No. 1: Election of Directors	8
Director Skills	10	Audit Committee Report	46
Board Membership Criteria	12	Compensation Discussion and Analysis	47
Our Director Nominees and Continuing Directors	13	Compensation and Human Capital Committee Report	66
Corporate Governance	24	Executive Compensation Tables	67
Recent Corporate Governance Enhancements; Board Additions	24	Pay Versus Performance	78
		Proposal No. 3: Advisory Vote to Approve Executive Compensation	82
Board Leadership Structure	25
Board Oversight	26	Proposal No. 4: Advisory Vote on the Frequency with which Shareholders Vote on Executive Compensation	83
Board and Committee Information	29
Shareholder Engagement	34	Stock Ownership Information	84
Director Independence	34	Equity Compensation Plan Information	86
Related Person Transactions	36	General Information About the Annual Meeting	87
Insider Trading Policy	36	Submission of Shareholder Proposals or Nominations	90
Business Ethics, Compliance and Privacy	37	Other Information	92
Code of Conduct	37	Appendices
Other Information	37	Appendix A - Reconciliation of GAAP Reported to Selected Non-GAAP Adjusted Information	A-1
Non-Employee Director Compensation	38


Name	Primary Occupation	Age	Director Since	Independent

CLASS I DIRECTORS — Director Nominees for Terms Expiring in 2026
Kapila Anand	Retired Partner, KPMG LLP	71	2018
Paul Herendeen	Former CFO, Bausch Health Companies, Inc.	69	2020
CLASS II DIRECTORS— Terms Expiring in 2026
Michael Harrington	Former General Counsel, Eli Lilly and Company ("Lilly")	62	2018
R. David Hoover	Former Chairman and CEO, Ball Corporation	79	2018
Deborah Kochevar	Senior Fellow, The Fletcher School of Law and Diplomacy and Dean Emerita, Cummings School of Veterinary Medicine, Tufts University	68	2019
Lawrence Kurzius	Former Executive Chairman, McCormick & Company, Inc.	67	2018
Kirk McDonald	Former CEO, Group M North America	58	2019
CLASS III DIRECTORS— Terms Expiring in 2027
Art Garcia	Former CFO, Ryder System, Inc.	64	2019
Stacey Ma	Executive Vice President, Gilead Sciences, Inc.	55	2024
Denise Scots-Knight	Co-Founder and CEO, Mereo BioPharma Group plc	65	2019
Jeffrey Simmons	President and CEO, Elanco Animal Health Incorporated	57	2018


Filed by the Registrant ☒									Filed by a Party other than the Registrant ☐


Jeff Simmons President and Chief Executive Officer						Lawrence Kurzius Board Chairman



Notice of the Annual Meeting of Shareholders to be Held on May 16, 2025


			Independent Oversight
						•All directors, including our Board Chairman, are independent, except for our Chief Executive Officer •Four Board committees – Audit; Compensation and Human Capital; Corporate Governance; and Innovation, Science and Technology – are composed entirely of independent directors •Independent directors regularly conduct executive sessions at Board meetings (chaired by the independent Board Chairman) and Committee meetings (chaired by the independent committee chairs) without management present •The Board and committees conduct active oversight of our strategy and risk management, including environmental, social and governance ("ESG") matters
			Board Refreshment and Practices
						•Eight new independent directors since 2019, including three in 2024 •Comprehensive, ongoing Board succession planning process •Annual Board and committee self-assessments led by the independent Corporate Governance Committee •Board policy limiting director membership on other public company boards •Continuing director education on key topics and issues •Commencement of a process to declassify the Board by 2027 •Majority vote standard for uncontested elections of directors
			Shareholder Rights
						•3%/3 years proxy access right for shareholders •Shareholders can approve amendments to our Articles of Incorporation and Bylaws with a simple majority vote •One class of outstanding shares with each share entitled to one vote •Shareholders owning a majority of votes entitled to be cast may amend the Bylaws •Shareholders owning at least 25% of common stock may request a special meeting of shareholders
			Governance Practices
						•Code of Conduct applicable to all employees and directors •Corporate Governance Guidelines and Financial Code of Ethics •Clawback policy applicable to executives •Rigorous executive stock ownership requirements •Prohibition on hedging or pledging Elanco stock •Regular review of succession planning for CEO and other key executives •Comprehensive Board oversight of ESG and sustainability and annual reporting aligned with leading global disclosure standards and frameworks •Comprehensive shareholder engagement program with independent director participation


CEO Target Pay Mix						NEO Average Target Pay Mix (Excluding CEO)



			Accelerating Topline Growth 3% organic constant currency revenue growth in 2024

			Focus on Cash Flow $1.48B gross debt paydown in 2024

			Diverse Portfolio of Innovation 5+1 recently launched blockbuster products2 (potential + actual) contributing to expected mid-single digit growth in 2025


Delivering on our Innovation, Portfolio, Productivity Strategy Elanco's strategy to deliver value for all stakeholders, rooted in a deep focus on the customer



			The Board unanimously recommends a vote “FOR” each of Elanco's Class I director nominees.


			Animal Health/ Health Care Industry			Directors with experience in our industry bring important expertise to the Board and guidance to our management.
			Business Leadership and Operations			Serving in senior management of a public or private organization provides a practical understanding of effective business and organizational processes, operations and strategic planning.
			Consumer Products			Directors with experience in consumer product development, sales or marketing provide value perspectives on retail marketing and sales for Elanco’s products.
			Digital, Technology and Cybersecurity			Directors who have experience in digitization, technology or cybersecurity oversight are important as we navigate evolving technology developments that may be relevant to Elanco and our stakeholders while seeking to protect and advance our business processes and assets.
			Finance and Accounting			Directors with experience in corporate finance, financial accounting and reporting and financial strategy provide important oversight of our financial policies.
			Global Business Experience			As a global organization, directors with global business and cultural perspectives provide important insights on our current and future international operations.
			Human Capital Management			Directors with experience developing or implementing human capital management programs help the Board provide effective oversight of Elanco’s plans for talent attraction, development and retention and our corporate culture.
			Institutional Investor Perspective			We value the perspectives of our shareholders on Elanco’s strategy, plans and priorities.
			Legal, Public Policy and Regulatory			Directors with experience in legal, policy or regulatory matters provide key insights into the public policy environment that may be relevant to Elanco.
			M&A and Business Development			Directors with experience in business development and mergers and acquisitions, including assessing and analyzing potential transactions, help us develop the company’s strategy, build our business portfolio and integrate effectively.
			Public Company Board Experience			Directors who have served on public company boards bring valuable strategic experience and perspectives to analyze and oversee the development and execution of Elanco’s long-term strategy.
			Research and Development/Innovation			Experience in research and development and innovation provide valuable experience and perspectives for a crucial aspect of our business and value creation initiatives.
			Risk Management and Sustainability			Directors with experience in sustainability and other environmental programs and initiatives, as well as risk management, bring valuable insights into how we can develop our corporate responsibility and sustainability strategies.


	Cash ($)	Deferred Stock Units ($)

All Non-Employee Directors	90,000	240,000
Chairman of the Board	150,000	—
Chair of the Audit Committee	25,000	—
Chair of the Compensation and Human Capital Committee	20,000	—
Other Committee Chairs	16,000	—


Table of Contents


Proxy Summary						Table of Contents


Table of Contents						Proxy Summary


Proxy Summary						Table of Contents


Name	Fees Earned or Paid in Cash ($)	Stock Awards (1) ($)	Total ($)

Kapila Anand	115,000	240,012	355,012
John Bilbrey	106,000	240,012	346,012
William Doyle	90,000	240,012	330,012
Art Garcia	90,000	240,012	330,012
Michael Harrington	99,363	240,012	339,375
Paul Herendeen	90,000	240,012	330,012
David Hoover	158,863	240,012	398,875
Deborah Kochevar	106,000	240,012	346,012
Lawrence Kurzius	186,071	240,012	426,083
Stacey Ma	12,473	33,540	46,013
Kirk McDonald	101,703	240,012	341,715
Denise Scots-Knight	90,000	240,012	330,012
Kathleen Turner	67,500	182,800	250,300
Craig Wallace	67,500	182,800	250,300



			Proposal No. 2 Ratification of Appointment of Independent Auditor


	2024 ($)	2023 ($)

Audit Fees(1)	12,199,472	12,153,830
Audit-Related Fees(2)	29,648	11,667
Tax Fees(3)	3,116	5,103
All Other Fees	—	—
Total Fees	12,232,236	12,170,600


Jeffrey Simmons			President, CEO and Director
Todd Young			EVP, CFO
Ellen de Brabander			EVP, Innovation and Regulatory Affairs
Ramiro Cabral			EVP, Elanco International
Timothy Bettington			EVP, Corporate Strategy and Market Development



			Elanco ended 2024 with momentum reporting our sixth straight quarter of organic constant currency(1) revenue growth. From protein to pets, global Elanco continues to deliver for our customers while advancing our IPP strategy, driving our priority outcomes of Growth, Innovation and Cash. Performance and results in 2024 include: •Delivering five new U.S. product approvals and market authorizations in 2024. •Launching our diverse portfolio of innovation, with one new blockbuster and five potential blockbusters now in market. •Generating $461 million of revenue from new products launched since 2021, surpassing our target of $420 million to $450 million. •Focusing on the highest impact opportunities and successfully divesting our aqua business for gross proceeds of $1,294 million. •Growing organic constant currency revenue((1) in both Pet Health and Farm Animal in 2024, in our top 5 product franchises, and in 9 of our top 10 countries, demonstrating the broad-based strength of our diverse portfolio. •Strengthening our financial position through substantial debt reduction. Debt reduction of $1,475 million resulted in a net leverage ratio of 4.3 times at the end of 2024, down from 5.6 times at the beginning of 2024. •Generating $541 million of operating cash flow, or 120 percent of adjusted net income. This was an improvement versus 2023 of $270 million driven by improved inventory performance, strong collections, and lower project expenses. •Delivering revenue of $4,439 million, representing year-over-year growth of 3% on an organic constant currency basis. Revenue was flat to 2023 on a reported basis. •Adjusted EBITDA(2) was $910 million, or 20.5% of revenue, and Adjusted EPS(2) was $0.91.


Name	2023 Annual Base Salary ($)	2024 Annual Base Salary ($)	Annual Change

Mr. Simmons	1,200,000	1,200,000	—	%
Mr. Young	661,400	694,000	4.9	%
Dr. de Brabander(1)	709,748	753,048	6.1	%
Dr. Cabral	592,000	620,000	4.7	%
Mr. Bettington	620,000	642,000	3.5	%


Name	2023 Annual Cash Incentive Target (%)	2024 Annual Cash Incentive Target (%)

Mr. Simmons	130	130
Mr. Young	80	80
Dr. de Brabander	70	75
Dr. Cabral	70	75
Mr. Bettington	70	70



	Adjusted EBITDA	979			Average Gross Operating Assets	16,226
-	Adj. EBITDA from Aqua Business	92		-	Average GOA related to Aqua Business	643
	EBITDA excluding Aqua	886		+	8 Years of Adjusted R&D Expense	3,130
+	Adjusted R&D Expense(1)	317			Gross Investments	18,713
-	Taxes (based on EBITDA above)	132		x	Required Rate of Return	8.5	%
	Gross Cash Earnings	1,070	—		Capital Charge on Gross Investments	1,591		=	ECE (520) million



	Adjusted EBITDA	910			Average Gross Operating Assets	15,868
-	Adj. EBITDA from Aqua Business	40		-	Average GOA related to Aqua Business	319
	EBITDA excluding Aqua	870		+	8 Years of Adjusted R&D Expense	3,022
+	Adjusted R&D Expense(1)	332			Gross Investments	18,750
-	Taxes (based on EBITDA above)	132		x	Required Rate of Return	8.5	%
	Gross Cash Earnings	1,070	—		Capital Charge on Gross Investments	1,578		=	ECE (509) million


	Threshold	Target		Maximum		2024 Actual Results

ECE	$(860) million	$(520) million		$(181) million		$(509) million
Payout	0 %	100	%	200	%	103	%


Category	2023 ECE ($M)	2024 ECE ($M)	Δ ECE ($M)	Bonus Multiple (%)





Unadjusted	(492)	(499)	(7)	98
Aqua Business Divestiture	(28)	(10)	18	5
Results Excluding Aqua	(520)	(509)	11	103


	2024 Base Salary ($)	2024 Target Bonus (%)	2024 Company Achievement (%)	2024 Bonus Payout ($)

Mr. Simmons	1,200,000	130	103	1,606,800
Mr. Young	694,000	80	103	571,856
Dr. de Brabander(1)	753,048	75	103	581,730
Dr. Cabral	620,000	75	103	478,950
Mr. Bettington	642,000	70	103	462,882


Name			2024 Annual Equity Grant ($)

Mr. Simmons			12,000,000
Mr. Young			2,815,000
Dr. de Brabander			2,042,000
Dr. Cabral			1,815,000
Mr. Bettington			1,400,000


Name	Payout Date	Grant Date Fair Value(1) ($)

Mr. Simmons	February 2026	6,000,013
Mr. Young	February 2026	1,407,514
Dr. de Brabander	February 2026	1,021,015
Dr. Cabral	February 2026	907,506
Mr. Bettington	February 2026	700,014


				76.75% $1,296M



Performance Multiple (%)	0%	25%	50%	75%	100%	125%	150%	175%	200%
EBITDAR Attainment ($M)	$1,025M	$1,113M	$1,201M	$1,290M	$1,378M	$1,466M	$1,554M	$1,643M	$1,731M


					103.97% $1,202M



Performance Multiple (%)	0%	25%	50%	75%	100%	125%	150%	175%	200%
EBITDAR Attainment ($M)	$849M	$934M	$1,019M	$1,103M	$1,188M	$1,273M	$1,358M	$1,443M	$1,528M


	2023 Performance Period		2024 Performance Period
Adjustment Category	EBITDAR Attainment vs. Target ($M)	Attainment Multiple Impact (%)	EBITDAR Attainment vs. Target ($M)	Attainment Multiple Impact (%)

Pre-BAH Normalized Capitalized R&D	10	3	16	5
FX and Impairments to Goodwill	(41)	(12)	(51)	(15)
FX on Gross Intangibles	19	5	(14)	(4)
Rate Changes on Accrued Pension	6	2	(1)	—
Aqua Divestiture	N/A	N/A	19	6
Total Adjustments	(6)	(2)	(30)	(9)


Name	Target Shares	Shares Paid Out

Mr. Simmons	497,336	449,408
Mr. Young	116,120	104,930
Dr. de Brabander	90,675	81,937
Dr. Cabral	75,489	68,214


Name	Vesting Date	Grant Date Fair Market Value(1) ($)

Mr. Simmons	March 2027	3,000,015
Mr. Young	March 2027	703,765
Dr. de Brabander	March 2027	510,507
Dr. Cabral	March 2027	453,761
Mr. Bettington	March 2027	350,015


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards(4) ($)	Option Awards(5) ($)	Non-Equity Incentive Plan Compensation(6) ($)	All Other Compensation(7) ($)	Total ($)

Jeffrey Simmons(1) President and CEO	2024	1,200,000	—	9,000,027	3,000,005	1,606,800	26,871	14,833,704
	2023	1,200,000	—	8,400,005	2,800,003	1,232,400	30,761	13,663,169
	2022	1,125,000	—	7,650,029	2,550,002	1,360,125	28,476	12,713,632
Todd Young Executive Vice President and Chief Financial Officer	2024	694,000	—	2,111,279	703,755	571,856	28,471	4,109,361
	2023	661,400	—	1,961,267	653,753	418,005	32,296	3,726,720
	2022	639,000	—	1,882,518	627,504	475,416	30,046	3,654,484
Ellen de Brabander(2) Executive Vice President, Innovation and Regulatory	2024	753,048	—	2,031,537	510,502	581,730	37,115	3,913,932
	2023	709,748	—	2,031,513	510,502	392,491	39,480	3,683,732
	2022	667,819	—	1,258,543	419,505	434,750	29,426	2,810,043
Ramiro Cabral Executive Vice President, President International	2024	620,000	—	1,361,268	453,752	478,950	28,501	2,942,471
	2023	592,000	—	1,275,015	425,001	327,376	31,362	2,650,754
	2022	572,000	—	1,102,527	367,505	372,372	28,446	2,442,850
Timothy Bettington(3) Executive Vice President, Global Strategy and Market Development	2024	642,000	—	1,050,029	350,007	462,882	28,471	2,533,389
	2023	486,528	100,000	1,000,008	—	269,591	197,835	2,053,962