UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the 

Securities Exchange Act of 1934

Check the appropriate box:

Elanco Animal Health Incorporated 

(Name of registrant as specified in its charter) 

(Name of person(s) filing proxy statement, if other than the registrant)

Letter from our Board of
Directors

Dear Shareholders,

Since Elanco’s launch as an independent company five years ago, the Board of Directors has taken decisive actions to help Elanco mature into a company now positioned to deliver sustainable, profitable growth over the long term. Along with that maturity, the Board and company leadership have enacted and proposed a number of governance enhancements that promote accountability and align with best-practice shareholder expectations.

Shareholder-Aligned Governance Enhancements in Response to Feedback 

The Board is committed to listening to and responding to shareholder feedback. In 2022, the company eliminated the supermajority vote requirements to amend the Company’s Articles of Incorporation and Bylaws. As the company continues to progress, in this proxy statement, the Board is seeking shareholder approval to enact further governance enhancements:

The Board values our shareholders’ opinions and appreciates their feedback which has informed our actions. In the past year, members of the Board engaged with investors representing approximately 50% of our outstanding shares and we look forward to maintaining this two-way dialogue.

Board Leadership Changes 

As announced in January, the Board has selected Lawrence E. Kurzius to be the next Chairman at the conclusion of the 2024 annual meeting. Lawrence has been an independent director at Elanco since 2018 and brings strong leadership experience as the Executive Chairman and former CEO of McCormick and Company, a global food company.

The Board of Directors thanks you for your investment in Elanco and your voting support on the matters contained in this proxy statement.

Sincerely, 

Elanco Board of Directors

Letter from our CEO

Dear Shareholders,

In 2023, Elanco demonstrated progress and momentum on our Innovation, Portfolio and Productivity (IPP) strategy to deliver long-term shareholder value. We returned to revenue growth and made meaningful progress on our pipeline of potential blockbuster products, while completing our ERP system integration, a significant milestone that will significantly improve free cash flow for debt pay down. Since our IPO in 2018, we have expanded our portfolio and scale through strategic acquisitions, positioned Elanco as the omnichannel Pet Health leader around the globe and are now well-positioned to deliver on our next era of innovation and growth.

Building Portfolio Momentum 

In the second half of 2023, Elanco returned to growth, increasing revenues by 5% at constant currency for two consecutive quarters, ending the full year at 1% constant currency growth. As we stabilize our base portfolio, both pet health and farm animal performance improved in 2023 with price contributing across the business. As the pet health omnichannel leader, Elanco is well positioned to maximize our offering, complementing our long-standing veterinary relationships with expanding over the counter offerings in pet retail and e-commerce. We are able to meet the pet owner wherever they want to shop for pet care—from the veterinarian to the neighborhood store to the convenience of their couch – at a wide variety of price points.

Investing in High Impact Innovation 

We made meaningful progress advancing our innovative, late-stage product pipeline. We have six potential blockbuster products, each with anticipated annual revenue of more than $100 million over time, that are expected to enter the U.S. market by 2025. Two of these products are already in the market and contributed to more than doubling our growth from new products in 2023. We look forward to bringing the additional products to market in dermatology and parasiticides for dogs and methane reduction for cattle. We are also advancing a portfolio of development projects with expected differentiated profiles and blockbuster potential that we believe have the opportunity to contribute meaningful growth and earnings in the second half of the decade. Additionally, we invested in important commercial capabilities and expanded share of voice that we believe will maximize the value of our current portfolio and expected launches in 2024 and beyond.

Finally, we are pleased with efforts to pioneer the livestock sustainability market, supporting the development of the first livestock carbon inset marketplace and initial sale of carbon credits in the U.S. We see long-term potential to support our customers and help the industry reduce its climate impact while generating a meaningful new revenue stream for producers.

Improving Productivity and Cash Flow 

We continue to focus the global organization on prioritizing cash generation aligned with our Elanco Cash Earnings, EVA-like corporate bonus program. In 2023, we paid down $76 million in gross debt and finished the year with a net leverage ratio of 5.6x. We also achieved the significant milestone of completing our ERP system integration, which will free up more than $100 million of free cash flow for debt paydown in 2024. We are taking deliberate steps to concentrate our focus on areas of higher earnings potential in pet health and livestock sustainability and accelerate deleveraging. In February 2024, we announced an agreement to divest our aquaculture business for $1.3 billion, approximately 7.4x the estimated 2023 revenue. We expect the proceeds of this transaction, plus our anticipated improving free cash flow, to be used for debt paydown and improve our leverage profile, moving toward a high 3x to low 4x net debt to adjusted EBITDA ratio by the end of 2025.

Fostering an Engaged, Ownership-Minded Workforce to Drive Value 

With our transition to Elanco Cash Earnings, our teams around the world are focused on shifting resources to opportunities of greatest growth and earnings potential. We are focused on advancing our IPP strategy to deliver on three priorities: sustained revenue growth, delivering a robust innovation pipeline and improved cash conversion. Progress and momentum against these priorities are expected to fuel long-term sustainable growth, offering a compelling value proposition.

Additionally, we prioritize attracting, retaining, and developing a workforce with the skills and diversity of experience to innovate and bring new products to market. Ultimately, our team is grounded in the passionate pursuit of our purpose. For the past seven decades the Elanco team has been guided by a deep collective belief – going beyond for our customers makes life better for animals, making life better.

Thank you for your investment in Elanco and I look forward to continued engagement and feedback from our shareholders.

Jeff Simmons  

President and Chief Executive Officer

Notice of the Annual Meeting

of Shareholders to be Held

on May 30, 2024

Voting 

Even though you may plan to participate in the meeting online, please vote by telephone or the Internet, or execute the proxy card and mail it promptly. Telephone and Internet voting information is provided on the notice mailed to you or in this Proxy Statement. If you participate in the virtual meeting, you may revoke your proxy and vote your shares electronically during the meeting.

The Notice of 2024 Annual Shareholders Meeting, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

Table of

Contents 

Director Nominees and Continuing Directors

Name	Primary Occupation	Age	Director  Since	Independent
CLASS I DIRECTORS — Terms Expiring in 2025
Kapila Anand	Retired Partner, KPMG LLP	70	2018
John Bilbrey	Former Chairman, CEO and President, The Hershey Company	67	2019
Paul Herendeen	Former CFO, Bausch Health Companies, Inc.	68	2020
Lawrence Kurzius	Executive Chairman, McCormick & Company, Inc.	66	2018
Craig Wallace	President, C.S. Wallace Investments + Strategy	60	2024
CLASS II DIRECTORS— Terms Expiring in 2026
Michael Harrington	Former General Counsel, Eli Lilly and Company	61	2018
R. David Hoover	Former Chairman and CEO, Ball Corporation	78	2018
Deborah Kochevar	Senior Fellow, The Fletcher School of Law and Diplomacy and Dean Emerita, Cummings School of Veterinary Medicine, Tufts University	67	2019
Kirk McDonald	Former CEO, Group M North America	57	2019
Kathy Turner	Former Senior Vice President and Chief Marketing Officer, IDEXX	60	2024
CLASS III DIRECTORS— Director Nominees for Terms Expiring in 2027
William Doyle	Executive Chairman, Novocure Ltd.	61	2020
Art Garcia	Former CFO, Ryder System, Inc.	63	2019
Denise Scots-Knight	Co-Founder and CEO, Mereo BioPharma Group plc	64	2019
Jeffrey Simmons	President and CEO, Elanco Animal Health Incorporated	56	2018

Our Board Highlights

Our Corporate Governance Highlights 

We are committed to the values of effective corporate governance and high ethical standards. We continue to evolve our Board and our corporate governance practices. Many of our changes have been influenced by the valuable feedback we have received from our shareholders and other stakeholders who provide important external viewpoints that help inform our decisions. For more information about our corporate governance practices, see “Corporate Governance” beginning on page 27 below.

Our Executive Compensation Highlights

Our executive compensation program is designed to help achieve the goals of attracting, engaging and retaining highly talented individuals who are committed to our core values of integrity, excellence and respect for people, while balancing the long-term interests of shareholders and customers. We accomplish this, in part, by delivering senior executive pay with a greater emphasis on equity and lower weighting on cash to promote an ownership mentality and ensure shareholder alignment.

Highlights for 2023 include:

Under our Amended and Restated Articles of Incorporation (our “Articles of Incorporation”), our Board is divided into three classes with approximately one-third of the directors standing for election each year. Our Board currently consists of 14 directors. The directors hold office for staggered terms of three years (and until their successors are elected and qualified, or until their earlier death, resignation, or removal). One of the three classes is elected each year to succeed the directors whose terms are expiring.

The Class III directors whose terms expire at the Annual Meeting are William Doyle, Art Garcia, Denise Scots-Knight, and Jeffrey Simmons. Each of these directors has been re-nominated by our Board upon the recommendation of our Corporate Governance Committee. All directors elected at the Annual Meeting will continue in office until the annual meeting of our shareholders to be held in 2027 and until their successors are elected and qualified.

The four nominees contribute significantly to our Board, including as follows:

Each of the directors nominated by our Board has consented to being named in this Proxy Statement and to serving on our Board for the term listed above, if elected. The persons named as proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of each of our Board’s four nominees. If any nominee is unable to serve, our Board can either designate a substitute nominee to serve in his or her place as a director or reduce the size of our Board. If our Board nominates another individual, the persons named as proxies may vote for such substitute nominee. Proxies cannot be voted for a greater number of individuals than the four nominees named in this Proxy Statement.

Our Board has determined that all director nominees, other than Mr. Simmons, are independent of Elanco and management. See “Corporate Governance—Director Independence” below for more information.

Recommendation of the Board

Board Membership Criteria 

Our Board is responsible for selecting candidates for Board membership and for establishing the general criteria to be used in identifying potential candidates. The Board has delegated to the Corporate Governance Committee its authority to lead our director succession planning process and regularly considers the criteria necessary to achieve a diverse Board that provides effective oversight of Elanco.

The Corporate Governance Committee believes that all directors should display the personal attributes necessary to be effective directors: integrity, sound judgment, intellectual prowess and versatility, confidence, independence in fact and mindset, ability to operate collaboratively, willingness to ask difficult questions, willingness to listen, the ability to commit the necessary time to duties as a director and commitment to Elanco, its shareholders and other constituencies. As discussed in “—Board Diversity and Tenure” below, the Corporate Governance Committee also seeks to select director candidates who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and decisions and believes that Board membership should reflect diversity in its broadest sense, including persons diverse in geography, gender, race and ethnicity.

In addition to the above criteria, the Corporate Governance Committee considers, on an ongoing basis, the additional skills, experiences and backgrounds that it seeks in members of our Board in the context of our business and the existing composition of our Board. The directors’ biographies under “—Our Director Nominees and Continuing Directors” below note each director’s relevant skills, experiences and backgrounds that make them suited to contribute to our Board.

Public Company Board Commitments

Our Corporate Governance Guidelines state that directors shall ensure that existing or future commitments do not materially interfere with their ability to fulfill their responsibilities as Elanco directors, given that serving on our Board requires significant time and attention. In general, directors who are not Elanco employees (“non-employee directors”) may not serve on more than three other public company boards and our Chief Executive Officer may not serve on more than one other public company board.

Our Director Nominees and Continuing Directors

Our Board and the Corporate Governance Committee believe that each of our nominees brings a strong and diverse set of skills, experiences and perspectives that, when combined with the other continuing directors, creates a high-performing Board that is aligned with our business strategy and contributes to the effective oversight of Elanco. The ages, principal occupations, public directorships held and other information about our nominees and continuing directors are shown below.

CLASS III DIRECTORS – TERMS EXPIRING AT THE ANNUAL MEETING;
NOMINEES FOR TERMS EXPIRING IN 2027

				William Doyle EXPERIENCE  ●   Executive Chairman, Novocure Ltd., a commercial stage oncology company (since 2016)  ●   Managing Director, WFD Ventures LLC, a private venture capital firm he co-founded (2002 – 2022)  ●   Senior Advisor and member of the investment team, Pershing Square Capital Management (2013 – 2016)  ●   Johnson & Johnson (1995 – 1999)  -   Member, Medical Devices and Pharmaceutical Group Operating Committee  -   Vice President, Licensing and Acquisitions  -   Chairman, Medical Devices Research and Development Council  -   Worldwide President, Biosense-Webster, Inc.  -   Member of the boards of Cordis Corporation and Johnson & Johnson Development Corporation, Johnson & Johnson’s venture capital subsidiary   ●   Management consultant, McKinsey & Company  OTHER CURRENT AND PRIOR PUBLIC COMPANY BOARDS  ●   ProKidney Corp. (since 2022)  ●   Novocure Ltd. (since 2004); Chairman (2009 – 2016)  ●   Minerva Neurosciences, Inc. (2017 – 2023)  ●   OptiNose, Inc. (2004 – 2020)  ●   Zoetis Inc. (2015 – 2016)  KEY QUALIFICATIONS  ●   Animal Health/Health Care Industry experience, gained through his service in roles of increasing responsibility at Johnson & Johnson, his current role at Novocure, and as a director of companies in the healthcare sector, such as OptiNose and Minerva Neurosciences, and the pet health sector, such as Zoetis  ●   M&A and Business Development experience acquired through his oversight responsibilities while at Johnson & Johnson's venture capital arm and illustrated by Novocure revenue growth of more than $500 million and adjusted EBITDA growth by hundreds of millions of dollars while he served as its Executive Chairman  ●   Research and Development/Innovation expertise developed through his co-founding and service as Managing Director of WFD Ventures, a technology and life sciences focused venture capital firm, which resulted in a broad understanding of new technologies and emerging business models and risks, as well as through his tenure at Johnson & Johnson, where he managed innovation programs  ●   Institutional Investor Perspective gained while serving at Pershing Square, a well-known activist hedge fund
	Age: 61   Independent Director since: December 2020
	BOARD COMMITTEES  Finance, Strategy and Oversight   Innovation, Science and Technology
	QUALIFICATIONS

				Art Garcia EXPERIENCE  ●   Ryder System, Inc., a North American provider of transportation and supply chain management products known for its fleet of rental trucks  -  Executive Vice President and Chief Financial Officer (2010 – 2019)  -  Senior Vice President and Controller (2005 – 2010)  -  Vice President and Controller (2002 – 2005)  OTHER CURRENT PUBLIC COMPANY BOARDS  ●   Raymond James & Associates (since 2023)  ●   American Electric Power Company, Inc. (since 2019)  ●   ABM Industries Incorporated (since 2017)  KEY QUALIFICATIONS  ●   Business Leadership and Operations expertise acquired through his experience leading the finance organization at Ryder Systems, where he led the re-engineering of the organization to help drive efficiency, established a new business model and implemented strategies to revitalize growth and improve profitability  ●   Finance and Accounting experience developed during the 18 years he served in financial roles at Ryder Systems, where he ultimately had oversight of the entire financial function for almost a decade and during his service on the audit, risk management and governance committees on the boards of other public companies  ●   M&A and Business Development expertise obtained while overseeing the corporate strategy and business development functions and managing the financial integration of numerous acquisitions at Ryder Systems  ●   Institutional Investor Perspective developed through his nearly 10 years of experience engaging with the financial community as a public company Chief Financial Officer
	Age: 63   Independent Director since: May 2019
	BOARD COMMITTEES  Audit   Finance, Strategy and Oversight
	QUALIFICATIONS

				Denise Scots-Knight EXPERIENCE  ●   Co-Founder, Chief Executive Officer and Director, Mereo BioPharma Group plc, an international biopharmaceutical company focused on oncology and rare diseases (since 2015)  ●   Partner, Phase4 Ventures GP Ltd., Phase4 Ventures GP III Ltd., Phase4 Ventures III FPGP Ltd., Phase4 Ventures III GP LP, and Phase4 Ventures III FP LP, privately held global life science venture capital firms (2010 – 2019)  ●   Chief Executive Officer, Phase4 Partners Ltd., a privately held, global life science venture capital firm (2010 – 2015)  ●   Head, Nomura Phase4 Ventures, a venture capital affiliate of Nomura International plc, a leading Japanese financial institution (2004 – 2010)  OTHER CURRENT AND PRIOR PUBLIC COMPANY BOARDS  ●    Mereo BioPharma Group plc (since 2015)  ●    OncoMed Pharmaceuticals Inc. (2008 – 2018)  ●    Albireo Pharma, Inc. (2008 – 2017)  KEY QUALIFICATIONS  ●   Health Care Industry experience acquired over her career in the life sciences industry, and through her current and past service as a director of other public and privately held biotech and life sciences companies and supported by being named of one of the 15 leading women in European biotech by Labiotech UG  ●   Global Business Experience gained through her service as Co-Founder and Chief Executive Officer of Mereo BioPharma, a United Kingdom-based, Nasdaq-listed company with operations in the U.S., as well as leadership roles in other non-U.S. organizations, which further developed her valuable insights into global strategic oversight, talent and leadership development that are critical in our growth-oriented industry  ●   Institutional Investor Perspective obtained through her extensive experience investing and allocating capital as the head of a life sciences-focused venture capital firm  ●   Research and Development/Innovation expertise developed through her career, where she has a track record of building new innovation models and strategic partnerships for emerging technologies, which has resulted in her having a deep acumen and technical expertise beneficial for overseeing our research and development activities
	Age: 64   Independent Director since: March 2019
	BOARD COMMITTEES   Compensation and Human Capital   Innovation, Science and Technology
	QUALIFICATIONS

				Jeffrey Simmons EXPERIENCE  ●   President and Chief Executive Officer, Elanco Animal Health Incorporated (since 2018)  ●   Eli Lilly and Company, a global pharmaceutical company (1989 - 2018)  -  Senior Vice President and President of the Elanco Animal Health division at Eli Lilly (2008 – 2018)  -  Held various leadership roles in the Elanco Animal Health division, including International Marketing Manager, Country Director for Brazil, Area Director for Western Europe and Executive Director for U.S. and Global Research & Development  KEY QUALIFICATIONS  ●   Business Leadership and Operations expertise exhibited as a proven, purpose-driven leader during his 30-plus years in the life sciences industry, including as the head of Elanco for the past decade, during which he directed Elanco's growth and transformation from a primarily U.S. livestock feed additive company to a global animal health leader with a diversified business, more than quadrupled revenue, created a unique innovation engine and built five new businesses, including a greater than $2 billion pet health business  ●   M&A and Business Development experience acquired while evaluating, executing and integrating several significant acquisitions during his tenure as Elanco’s CEO, including the acquisitions of Aratana Therapeutics, Kindred Biosciences and Bayer Animal Health, one of the largest animal health transaction to date  ●   Risk Management and Sustainability expertise shown when under his leadership, Elanco deepened its commitment to sustainability and, in October 2020, became the first independent animal health company to launch sustainability commitments connected to the United Nations Sustainable Development Goals; also demonstrated by his role in progressing Bovaer, Elanco’s methane reduction product, and developing a carbon insetting marketplace  ●   Research and Development/Innovation experience acquired through his oversight of research and development programs over the past three decades, including the successful product launch of numerous animal health blockbuster drugs while serving as Executive Director for U.S. and Global Research & Development as well as other senior leadership roles within the Elanco Animal Health Division of Eli Lilly
	Age: 56   Director since: September 2018
	BOARD COMMITTEES  Finance, Strategy and Oversight
	QUALIFICATIONS

CLASS I DIRECTORS – TERMS EXPIRING IN 2025

				Kapila Anand EXPERIENCE  ●   KPMG LLP, one of the world's leading accounting firms  -  Senior Advisor (2016 - 2020)  -  Audit Signing Partner and Advisory Partner (1989 - 2016)  -  Elected to KPMG's U.S. and Americas boards (2005 - 2010) and Chair of the KPMG Foundation  OTHER CURRENT AND PRIOR PUBLIC COMPANY BOARDS  ●   Omega Healthcare Investors Inc. (since 2018)  ●   Extended Stay America, Inc. and its REIT subsidiary, ESH Hospitality, Inc. (2016 - 2021)  KEY QUALIFICATIONS  ●   Finance and Accounting experience gained through her more than 30 years of services as a Certified Public Accountant at KPMG and utilized during her service on the audit committees of multiple public companies  ●   Risk Management and Sustainability expertise developed over her career advising companies throughout their life cycle on topics such as strategic planning, due diligence, risk assessments, enterprise risk management, and setting up proper internal controls and further honed through her work as an advisory partner to KPMG's risk and governance practice  ●   Legal, Public Policy and Regulatory experience acquired while playing a leading role in the development of KPMG's private equity and regulatory businesses  ●   M&A and Business Development experience obtained while acting as an advisory partner to KPMG's M&A and integration services practie
	Age: 70   Independent Director since: September 2018
	BOARD COMMITTEES  Audit (Chair)   Corporate Governance
	QUALIFICATIONS

				John (JP) Bilbrey EXPERIENCE  •    Executive Chair, Olaplex Holdings, Inc., a science-enabled beauty company (since 2023)  •    Advisor, Royal Bank of Canada, a multinational financial services company (2019 – 2020)  •    The Hershey Company, a global consumer food company (2003 - 2017)  -   Chairman, Chief Executive Officer and President (2015 – 2018)  -   Chief Executive Officer and President (2011 – 2017)  -   Held roles of increasing responsibility including EVP, Chief Operating Officer; President of North America; and President of the International Commercial group  •    Held leadership positions at Mission Foods; Danone Waters of North America, Inc.; Bilbrey Farms and Ranch; and The Procter & Gamble Company  OTHER CURRENT AND PRIOR PUBLIC COMPANY BOARDS  •    Olaplex Holdings, Inc. (since 2023)  •    Tapestry, Inc. (since 2020)  •    Colgate-Palmolive Company (since 2015)  •    Campbell Soup Company (2019 – 2023)  •    The Hershey Company (2011 - 2018); Chairman (2015 - 2018)  •    McCormick & Company, Inc. (2005 – 2015)  KEY QUALIFICATIONS  •    Consumer Products experience and deep knowledge gained over his long history of successfully building and marketing brands in the consumer products industry, including 15 years of leadership experience at Hershey and 22 years at Procter & Gamble  •    M&A and Business Development expertise demonstrated by his track record of successfully buying and integrating companies and growing and leading businesses in the consumer products industry  •    Finance and Accounting expertise developed as a Certified Public Accountant and deepened while overseeing Hershey’s financial and accounting practices, operating budgets and financial statements, as Chairman and Chief Executive Officer of a global food products leader  •    Unique combination of livestock production, food industry and consumer insights experience, all of which are highly relevant to our industry, due to service as an owner and operator of commercial cattle operations for Bilbrey Farms and Ranch
	Age: 67   Independent Director since: March 2019
	BOARD COMMITTEES   Audit   Finance, Strategy and Oversight (Chair)
	QUALIFICATIONS

				Paul Herendeen   EXPERIENCE   •    Bausch Health Companies Inc., a global health care products company   -    Advisor to the Chairman and Chief Executive Officer (2021 – 2022)   -    Executive Vice President and Chief Financial Officer (2016 – 2021)   •    Executive Vice President and Chief Financial Officer, Zoetis Inc., an animal health company (2014 – 2016)   •    Chief Financial Officer, Warner Chilcott, a specialty pharmaceuticals company (2005 – 2013; 1998 – 2001)   •    Executive Vice President and Chief Financial Officer, MedPointe Pharmaceuticals, a privately held pharmaceutical company   •    Principal investor, Dominion Income Management, the predecessor to Cascade Investment, which managed investments on behalf Cornerstone Partners   •    Held various positions with the investment banking group of Oppenheimer & Company and the capital markets group of Continental Bank Corporation   •    Senior auditor, Arthur Andersen & Company   KEY QUALIFICATIONS   •    Animal Health/Health Care Industry experience gained serving in leadership positions at MedPointe Pharmaceuticals, Warner Chicott, Zoetis, and Bausch Health over more than 20 years   •    Finance and Accounting expertise developed through decades of experience serving in financial roles in the life sciences industry, including service as the Chief Financial Officer of Zoetis, and at Bausch Health, where he helped the company reduce its debt and strengthen its balance sheet   •    M&A and Business Development experience from his tenure at Warner Chilcott, MedPointe Pharmaceuticals, Zoetis and Bausch Health, as well as his nearly decade of experience as a principal at Dominion Income Management and Cornerstone Partners, where he worked on investments as well as mergers and acquisitions for the firms and their portfolio companies   •    Institutional Investor Perspective developed through his more than 15 years of experience engaging with the financial community as a public company Chief Financial Officer and leader of award-winning investor relations programs
	Age: 68   Independent Director Since: December 2020
	BOARD COMMITTEES   Audit   Finance, Strategy and Oversight
	QUALIFICATIONS

				Lawrence Kurzius   EXPERIENCE   •    McCormick & Company, Inc., a global Fortune 500 food company (since 2005)   -   Executive Chairman (since 2023)   -   Chairman and Chief Executive Officer (2017 - 2023)   -   Chief Executive Officer (2016)   -   Held various leadership roles, including President and Chief Operating Officer; Chief Administrative Officer; President, International Businesses; President, Europe, Middle East and Africa; President, U.S. Consumer Foods   •     Zatarain's, an American food company   -   President and CEO (1997 - 2004 when acquired by McCormick)   -   Vice President and Marketing Director (1991 - 1997)   •    Marketing executive, Quaker Oats Company and Mars Inc.'s Uncle Ben's Company   OTHER CURRENT PUBLIC COMPANY BOARDS   •    The Cooper Companies, Inc. (since 2023)   •    McCormick & Company, Inc. (since 2015), Executive Chairman (since 2023), Chairman (2017 - 2023)   KEY QUALIFICATIONS   •    Consumer Products experience acquired over his career in consumer goods marketing and senior leadership roles at Mars, Quaker Oats, Zatarain's and McCormick, a large, multi-faceted, consumer and flavor solutions food business, and further developed while serving on the boards of multiple industry groups, including The Consumer Goods Forum, The Consumer Brands Association and The National Association of Manufacturers, resulting in his extensive knowledge of consumer trends and a deep understanding of consumer preferences   •    Global Business Experience gained leading multinational companies, where understanding both the domestic and international markets was essential to success   •    Human Capital Management expertise developed through his leadership of a company with over 14,000 employees globally, which has resulted in a deep understanding of attracting, developing, motivating and retaining top talent, as well as executive compensation and leadership development   •    Risk Management and Sustainability experience obtained from his broad executive experience at McCormick, where under his leadership, the company became a UN Global Compact LEAD company while embedding purpose-led performance into McCormick's culture by championing the company's industry-leading sustainability efforts
	Incoming Chairman   Age: 66   Independent Director Since: September 2018
	BOARD COMMITTEES   Compensation and Human Capital (Chair)   Corporate Governance
	QUALIFICATIONS

				Craig Wallace   EXPERIENCE   •    President, C.S. Wallace Investments + Strategy, a firm that invests and advises early to mid-stage companies in agribusiness, animal health and human healthcare (since 2019)   •    Chief Executive Officer, Hannah Pet Hospitals, a veterinary hospital and animal care concept based in Portland, Oregon (2019 – 2021)   •    Chief Executive Officer and North America Pacific Zone Director, Ceva Santé Animale, a multinational animal health company (2011 – 2019)   •    Senior Vice President Sales and Marketing, Trupanion, Inc., a pet insurance provider (2010 – 2011)   •    Fort Dodge Animal Health, a leading global manufacturer of animal health products for the livestock, companion animal, equine, swine, and poultry industries (1989 – 2009)   -   Held roles of increasing responsibility, including Vice President of U.S. Sales and Vice President of U.S. Marketing   KEY QUALIFICATIONS   •    Animal Health Industry experience gained through his nearly 35 years of service in animal health   •    Business Leadership and Operations experience gained as the Chief Executive Office of Hannah Pet Hospitals and Ceva Santé Animale   •    Consumer Products experience through his more than two decades at Fort Dodge Animal Health and Ceva Santé Animale, global manufacturers of animal health products   •    Institutional Investor Perspective developed through his experience leading an investment and advisory firm that engages with companies in our industry
	Age: 60   Independent Director since: March 2024
	BOARD COMMITTEES   Finance, Strategy and Oversight
	QUALIFICATIONS

CLASS II DIRECTORS – TERMS EXPIRING IN 2026

				Michael Harrington   EXPERIENCE   •    Eli Lilly and Company, a global pharmaceutical company (1991 - 2020)   -   Senior Vice President, General Counsel (2013 – 2020)   -   Vice President and Deputy General Counsel, Global Pharmaceutical Operations (2010 – 2012)   -   Vice President and Deputy General Counsel, Corporate (2004 – 2010)   -   Managing Director of New Zealand affiliate (2001 - 2003)   -   General Counsel, Asia Pacific (1996 - 2000)   OTHER CURRENT PUBLIC COMPANY BOARDS   •    Inotiv, Inc. (since 2024)   KEY QUALIFICATIONS   •    Animal Health/Health Care Industry experience in more than three decades at Eli Lilly, one of the world’s leading global pharmaceutical companies and our former parent company   •    Digital, Technology and Cybersecurity expertise developed through his prior oversight of Eli Lilly’s information security program   •    Legal, Public Policy and Regulatory expertise developed and demonstrated having responsibility and oversight of legal and public policy issues, government and regulatory affairs, intellectual property, risk management, corporate governance and compliance for Eli Lilly   •    M&A and Business Development expertise gained executing numerous transactions while at Eli Lilly, including playing a leading role in the separation of Elanco from Eli Lilly and subsequent listing of Elanco on the NYSE as an independent public company
	Age: 61   Independent Director Since: September 2018
	BOARD COMMITTEES   Innovation, Science and Technology
	QUALIFICATIONS

				R. David Hoover   EXPERIENCE   •    Ball Corporation, one of the world’s leading suppliers of aluminum packaging for the beverage, personal care and household products industries as well as a provider of aerospace and other technologies (1970 - 2011)   -   Chairman (2002 – 2011)   -   Chief Executive Officer (2001 – 2011)   -   President (2000 – 2010)   -   Chief Operating Officer (2000 – 2001)   -   Vice Chairman and Chief Financial Officer (1998 – 2000)   OTHER PRIOR PUBLIC COMPANY BOARDS   •    Edgewell Personal Care, and its predecessor company, Energizer Holdings, Inc. (2000 – 2021)   •    Eli Lilly and Company (2009 - 2018)   •    Ball Corporation (1996 – 2018)   •    Steelcase Inc. (2016 – 2016)   KEY QUALIFICATIONS   •    Business Leadership and Operations experience gained from leading Ball for over four decades, resulting in a deep understanding of leading global businesses, human capital management, financial and accounting practices, risk management and business development   •    Consumer Products expertise gained by leading Ball, a leading supplier of innovative and sustainable packaging for beverage, personal care, household and other products, where he developed an understanding of consumer trends and preferences; this developed further while serving on the board of Edgewell   •    Finance and Accounting knowledge and expertise acquired while serving in financial roles at Ball, including as Chief Financial Officer   •    M&A and Business Development experience gained while at Ball, where he was instrumental as the chief strategist and lead negotiator for Ball in the largest acquisition in the company's history, the purchase of the North American beverage can manufacturing assets of Reynolds Metals Company, which made Ball the largest manufacturer of recyclable aluminum beverage cans in North America and one of the largest in the world
	Chairman of the Board   Age: 78   Independent Director Since: September 2018
	BOARD COMMITTEES   Compensation and Human Capital   Corporate Governance (Chair)
	QUALIFICATIONS

				Deborah Kochevar,   DVM, Ph.D, DACVCP   EXPERIENCE   •    Tufts University, a private research university   -   Senior Fellow, The Fletcher School of Law and Diplomacy and Dean Emerita, Cummings School of Veterinary Medicine (since 2019)   -   Provost and Senior Vice President ad interim (2018 – 2019)   -   Dean of the Cummings School of Veterinary Medicine (2006 – 2018)   •    Long-time faculty member and administrator, College of Veterinary Medicine and Biomedical Sciences at Texas A&M University, held the Wiley Chair of Veterinary Medical Education   •    Boarded diplomate of the American College of Veterinary Clinical Pharmacology   OTHER CURRENT PUBLIC COMPANY BOARDS   •    Charles River Laboratories International, Inc. (since 2008)   KEY QUALIFICATIONS   •    Animal Health Industry expertise gained through her distinguished academic career, including as Dean of one of the world’s leading veterinary schools and her service as a director of a national group of general specialty and emergency veterinary practices   •    Legal, Public Policy and Regulatory acumen due to her experience with various government entities and from advancing evidence-based science with international aspects like inter-professional education, clinical and translational research, and global One Health diplomacy   •    Research and Development/Innovation expertise developed and demonstrated by publication in peer-reviewed journals and strategic planning, resourcing and oversight of diverse institutional research programming   •    Risk Management and Sustainability knowledge acquired from her understanding of quality veterinary practices and the needs of scientists and the research and development community
	Age: 67   Independent Director Since: March 2019
	BOARD COMMITTEES   Corporate Governance   Innovation, Science and Technology (Chair)
	QUALIFICATIONS

				Kirk McDonald   EXPERIENCE   •    Chief Executive Officer and member of Global Leadership Team, GroupM North America, a global provider of media and advertising solutions through the development of technology-enabled services (2020 – 2023)   •    Xandr, Inc., AT&T's advertising division   -   Chief Business Officer (2019 –  2020)   -   Chief Marketing Officer ( 2018 – 2019)   •    Held leadership roles at several other leading companies, including:   -   Chief Marketing Officer, Advertising and Analytics, AT&T Inc.   -   President, PubMatic, Inc.   -   President, Digital, Time Inc.   -   Chief Advertising Officer, Fortune|Money Group   -   Senior Vice President of Network Sales, DRIVEpm and Atlas (both units of Microsoft's advertising business)   OTHER CURRENT PUBLIC COMPANY BOARDS   •    Ziff Davis, Inc. (since 2023)   KEY QUALIFICATIONS   •    Business Leadership and Operations expertise gained over his significant career in leadership roles with responsibility for developing and executing on business strategies   •    Consumer Products experience gained during his more than 30 years of experience in marketing leadership roles at leading companies like Microsoft and AT&T   •    Digital, Technology and Cybersecurity expertise developed at GroupM, where he helped develop technology-enabled services to provide media and advertising solutions, resulting in experience with digital and emerging technologies; he was recognized for his digital expertise by AdWeek, which named him one of the "50 vital leaders in tech, media and marketing"   •    Human Capital Management insights gained as Chief Executive Officer of GroupM, an organization of approximately 6,500 people in a fast-growing industry
	Age: 57   Independent Director Since: March 2019
	BOARD COMMITTEES   Compensation and Human Capital   Innovation, Science and Technology
	QUALIFICATIONS

				Kathy Turner   EXPERIENCE   •    IDEXX Laboratories, Inc., a global leader in veterinary diagnostics   -   Senior Vice President and Chief Marketing Officer (2020 - 2023)   -   Corporate Vice President, Europe, Middle East, Africa & Asia (2016 - 2019)   -   Corporate Vice President, Europe, Middle East & Africa (2014 - 2016)   •    Abbott Laboratories, a multinational medical devices and health care company (1987 - 2014)   -   Held roles of increasing responsibility, including roles in Abbott Laboratories’ subsidiaries, including Divisional Vice President of European Commercial Operations for the Diagnostics Division and prior Divisional Vice President of Global Strategic Operations for the Diagnostics Division   KEY QUALIFICATIONS   •    Animal Health/Health Care Industry experience gained through her service on industry advisory boards and industry business associations, including Veterinarians Without Borders, Health for Animals and Kisaco Animal Health   •    Business Leadership and Operations experience gained through her positions of increasing responsibility at IDEXX Laboratories and Abbott Laboratories   •    Global Business Experience gained through her 35 years of international general management, strategy development, product development, and commercial experience, including her service as Corporate Vice President, Europe, Middle East, Africa & Asia and Corporate Vice President, Europe, Middle East & Africa of IDEXX Laboratories, Divisional Vice President of European Commercial Operations and Divisional Vice President of Global Strategic Operations for the Diagnostics Division of Abbott Laboratories   •    Consumer Products experience gained through 10 years of strategy development and commercial experience in multiple roles at Abbott Laboratories in the Nutritional Products Division and Diabetes Care Division   •    M&A and Business Development experience gained through her position as Divisional Vice President, Global Strategic Operations, Abbott Diagnostics Division of Abbott Laboratories   •    Research and Development/Innovation experience gained through her position as Divisional Vice President, Global Strategic Operations, Abbott Diagnostics Division of Abbott Laboratories
	Age: 60   Independent Director since: March 2024
	BOARD COMMITTEES   Finance, Strategy and Oversight
	QUALIFICATIONS

We are committed to effective corporate governance and high ethical standards, which we believe support long-term performance. Our key corporate governance and ethics policies help us manage our business in accordance with the highest standards of business practice and in the best interests of our shareholders.

Our Corporate Governance Guidelines and committee charters help govern the operation of our Board and its committees in executing their responsibilities. These are reviewed at least annually by the Corporate Governance Committee and the Board and are updated periodically in response to changing regulatory requirements, evolving practices, issues raised by our shareholders and other stakeholders and otherwise as circumstances warrant.

Recent Corporate Governance Enhancements; Board Additions

Our Board regularly evaluates the Company’s governance profile, taking into account evolving standards, the needs of our business and feedback we receive from our shareholders and other stakeholders, including as described in “Shareholder Engagement” below. We have engaged extensively with our shareholders over the last three years on corporate governance matters, and in 2022, we began a process to evolve the Company’s governance practices in response to shareholder feedback. Last year, we eliminated the supermajority vote requirements to amend the Company’s Articles of Incorporation and Bylaws. We also adopted proxy access.

As part of a comprehensive governance review following the Company’s 2023 Annual Meeting, and in response to shareholder feedback, in the fall of 2023, the Board initiated a process to implement several additional governance enhancements, including:

We believe these enhancements demonstrate our responsiveness to shareholder feedback and commitment to effective corporate governance and oversight. Our Board is committed to continuing to drive progress regarding our corporate governance and looks forward to continuing our dialogue with our shareholders and other stakeholders on these topics.

We also recently appointed two new directors to our Board: Kathy Turner and Craig Wallace. Ms. Turner and Mr. Wallace were identified as potential directors by our shareholder Ancora Catalyst Institutional, LP and certain of its affiliates (together, "Ancora") and were appointed to our Board in accordance with our cooperation agreement with Ancora.

Board Leadership Structure

We have separate roles for the Board Chairman and Chief Executive Officer. As described in our Corporate Governance Guidelines, our Board currently has a strong, independent, non-executive chairman, R. David Hoover, which we believe helps further strengthen our governance structure. At the conclusion of this year’s Annual Meeting, Lawrence Kurzius, an experienced Executive Chairman and Chief Executive Officer and board leader, will succeed Mr. Hoover as Board Chairman.

At this time, our Board believes the separation of the Board Chairman and Chief Executive Officer roles provides an effective leadership model for Elanco and our Board to help ensure effective independent oversight. However, our Board also believes that no single leadership model is right for all companies and at all times. Depending on the circumstances, other leadership models, such as combining the roles of the Board Chairman and Chief Executive Officer, might be appropriate. Our Board periodically reviews its leadership structure and will continue to evaluate and implement the leadership structure that it determines most effectively supports our Board in fulfilling its responsibilities.

In addition to the leadership of our Board Chairman, our independent directors have ample opportunity to and regularly do, assess the performance of our Chief Executive Officer and provide him meaningful direction. Our Board has strong and effective independent oversight of management:

Board Oversight

OUR BOARD’S OVERSIGHT OF RISK MANAGEMENT

We have an enterprise risk management program overseen by our General Counsel, who is supported by our internal General Auditor. Material enterprise risks, which include competitive, strategic, operational, financial, legal, regulatory and ESG risks, are identified and prioritized by management through both top-down and bottom-up processes. Our management is charged with managing these risks through robust internal processes and controls.

Our Board has responsibility for oversight of our management’s planning for material risks. Our enterprise risk management program is reviewed annually at a Board meeting and enterprise risks are also addressed in periodic business function reviews. Reviews of certain risk areas are also conducted by relevant Board committees, as described below.

OUR BOARD'S OVERSIGHT OF STRATEGY

Our Board and its committees are involved in overseeing our corporate strategy, including major business, organizational and transformational initiatives; capital allocation priorities; and significant acquisitions and other transactions, as well as related integration issues. Our Board engages in robust discussions regarding our corporate strategy at nearly every Board meeting. Our Board’s committees oversee elements of our strategy associated with their respective areas of responsibility.

OUR BOARD'S OVERSIGHT OF HUMAN CAPITAL AND SUCCESSION PLANNING

Our approximately 9,000 full-time global employees help shape the Elanco culture and everything we do for our customers. The Elanco Employee Promise states that together we foster an inclusive culture where everyone can make a difference, encouraging ownership, growth and well-being, while focusing on customers and the animals in their care.

Our Board’s committees oversee elements of our culture associated with their area of responsibility. The Compensation and Human Capital Committee is kept informed of our compensation practices, including pay equity, through recurring updates and is responsible for periodically discussing with our management and evaluating our performance in the development, implementation and effectiveness of our policies and strategies related to human capital management and diversity in our workforce. The Audit Committee is responsible for oversight of our ethics and compliance program and regularly receives updates on our culture of integrity and the tone set by leaders throughout the organization.

Succession planning for our senior leadership positions is critical to our success. The Compensation and Human Capital Committee reports to our Board on succession planning and leadership development for our Chief Executive Officer as well as certain other executive positions. This topic is discussed formally at least once per year and is also discussed regularly in executive session. The Corporate Governance Committee is tasked with focusing on director succession planning. In performing this function, the committee is responsible for recruiting and identifying nominees for election as directors to our Board.

OUR BOARD'S OVERSIGHT OF INFORMATION SYSTEMS AND CYBERSECURITY

We prioritize the trust and confidence of our customers and workforce, and we evaluate cybersecurity risks on an ongoing basis. Both management and our Board have an overall responsibility for assessing and managing risks from cybersecurity threats. Our dedicated Chief Information Security Officer (“CISO”) is responsible for leading an information security team that helps prevent, identify and appropriately address cybersecurity threats. The team is responsible for the design and execution of our cybersecurity risk management and helps management and our Board stay informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity risks.

We have built a risk-based, fit-for-purpose and innovative information security program. Our information security architecture is focused on designing IT-related solutions that are foundationally secure which accepts and embraces the realities of working with a modern, cloud heavy footprint and extended remote workforce. Overall, our approach to cybersecurity governance, risk and compliance is based on overarching guidelines, standards and best practices developed by the U.S. National Institute of Standards and Technology (“NIST”), a department of the U.S. Department of Commerce. We expect to continue to mature and enhance our information security program.

The Board oversees our cybersecurity management processes, including appropriate risk mitigation strategies, systems, processes and controls. Our CISO meets with the Audit Committee and separately with the full Board at least twice annually to discuss the status of policies and procedures related to information security. These discussions focus on any notable incidents and incident responses, updates on known or perceived cyber threats and the information security team's recent actions taken in response to any such incidents and threats. In addition, the Audit Committee and the Board receive updates from the CISO and/or our Chief Information Officer as needed.

OUR BOARD'S OVERSIGHT OF ESG AND SUSTAINABILITY

Our Board and management team have identified the management of ESG issues and related sustainability efforts as an important priority for Elanco. The Corporate Governance Committee oversees our overall ESG and sustainability program – including our strategy to manage ESG risks, opportunities and policies – as well as sustainability-related programs and goals. The Compensation and Human Capital Committee periodically evaluates applicable ESG issues, such as our policies and strategies related to workforce inclusion, diversity, equity and accessibility and human capital management. The Innovation, Science and Technology Committee assists the Board in oversight of research and development initiatives and associated regulatory developments. The Audit Committee oversees policies and practices related to employee health and safety.

The Global Head of ESG and Sustainability provides quarterly updates about our ESG and sustainability program to the Corporate Governance Committee, including an annual update to the full Board.

Board and Committee Information

During 2023, our Board met eight times. Each of our directors attended at least 75% of the total meetings of our Board and the Board committees on which he or she served. Consistent with the expectations in our Corporate Governance Guidelines, each of our directors attended our 2023 annual meeting of shareholders.

The table below provides the current membership of each of the standing Board committees.

BOARD COMMITTEES

Audit Committee

Compensation and Human Capital Committee

Corporate Governance Committee

Finance, Strategy and Oversight Committee

Innovation, Science and Technology Committee

Shareholder Engagement

We value shareholder feedback and regularly engage in active discussions with our shareholders to gather their feedback on a broad range of topics, including strategy initiatives, business performance, corporate governance, risk and compensation practices and ESG-related initiatives and metrics. We believe this approach to engagement drives increased corporate accountability, improves our decision making and ultimately helps create long-term value. We pursue multiple avenues for shareholder engagement, including periodic reports on our activities, in person and virtual meetings with our shareholders around quarterly earnings, attendance at numerous investor and industry conferences, and periodic governance-focused discussions with many of largest shareholders.

In addition to our regular investor relations efforts throughout the year, in the fourth quarter of 2023 and into 2024, we undertook our annual shareholder engagement initiative focused specifically on corporate governance, sustainability and disclosure. As part of this process, we reached out to our largest institutional shareholders representing approximately 60% of our outstanding shares (based on ownership reports as of June 30, 2023). Shareholders representing approximately 50% of our outstanding shares (8 of our top 15 shareholders) accepted our invitation to engage and met with us to share their feedback.

These meetings were led primarily by either R. David Hoover, the current Chairman of the Board, or Lawrence Kurzius, the incoming Chairman of the Board, and generally included one or more additional independent directors. During these meetings, we invited shareholder input and addressed questions on our governance practices, previous low votes received for directors, corporate strategy, and our executive compensation program.

Shareholder feedback we received during these meetings was communicated to the Corporate Governance Committee and the Compensation and Human Capital Committee, as appropriate, as well as the full Board of Directors for consideration. These engagement efforts allowed us to better understand our shareholders' priorities and perspectives and provided us with useful input concerning these topics. During these discussions, the shareholders with whom we spoke expressed support for the corporate governance enhancements we announced in October 2023, and are being submitted for shareholder approval at this Annual Meeting, which are described in further detail above and below. Shareholders appreciated that the Board, after making governance enhancements in 2022, has continued to evolve Elanco's corporate governance profile as we mature as a standalone public company.

ESG and Sustainability Integration

Our Board considers the management of ESG issues and related sustainability efforts an important priority for Elanco. The Board allocates oversight of ESG and sustainability matters among its committees as follows:

Corporate Governance Committee 

Assists the Board in oversight of ESG risks, opportunities, initiatives, policies, progress and disclosures with respect to our sustainability-related programs and commitments. Receives quarterly ESG and sustainability updates from internal leadership.

Compensation and Human Capital Committee 

Assists the Board in oversight of policies and strategies related to ESG issues such as human capital management, including diversity, equity and inclusion.

Audit Committee 

Assists the Board in oversight of policies and practices related to employee health and safety.

Innovation, Science and Technology Committee 

Assists the Board in oversight of ESG issues related to research, development and innovation initiatives, including changes to the development and regulatory landscape.

Director Independence

Our Board has established that, for a director to qualify as independent, a director must have no material relationship with Elanco other than as a director or, either directly or indirectly, as a partner, significant shareholder or officer of an organization that has a material relationship with Elanco. In making this determination, our Board considers all relevant facts and circumstances and has adopted the categorical independence standards for directors established in the NYSE listing standards.

The Corporate Governance Committee has reviewed the applicable legal and NYSE listing standards for Board and committee member independence. A summary of the responses to annual questionnaires completed by each of the directors and a report of transactions with director-affiliated entities are provided to the committee. On the basis of this review, the committee delivers a recommendation to our Board, which then determines independence.

Our Board has determined that each of our directors, other than Mr. Simmons, is independent of Elanco and its management. Mr. Simmons is not independent because he serves as our President and CEO.

In making these determinations, our Board considered that in the ordinary course of business, relationships and transactions may occur between Elanco and our subsidiaries. Additionally, entities affiliated with directors or their family members were also considered. Dr. Kochevar is employed at an academic institution and Mr. Garcia’s domestic partner is affiliated with a law firm with which we have relationships or transactions in the ordinary course of business. We reviewed our transactions and any payments to each of these entities and found that these transactions and payments were made below the level set forth in applicable independence standards.

In addition to the above standards for director independence, each director who serves on the Audit Committee, Compensation and Human Capital Committee and Corporate Governance Committee satisfies the additional standards established by the SEC and NYSE, as applicable, for such committee membership.

Director Nomination Process

The Corporate Governance Committee makes recommendations to our Board for director nominations; identifies and screens potential new candidates, including by reviewing recommendations from other directors, management and shareholders; and assesses the ongoing contributions of incumbent directors whose terms are expiring, in each case with input from all other directors. The Corporate Governance Committee may also retain search firms to assist in identifying and screening candidates.

The Corporate Governance Committee will consider director candidates recommended by a shareholder in the same manner as all other candidates recommended by other sources. A shareholder may recommend a candidate at any time of the year by writing to our Corporate Secretary at the contact details set forth in “Other Information—Communicating With Us” below.

A shareholder, or group of up to 20 shareholders, owning 3% or more of our outstanding common stock continuously for at least three years, could submit director nominees for up to two individuals or 20% of our Board (whichever is greater) for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) meet the requirements in our Bylaws.

Board Diversity and Tenure

Our Board is committed to building a Board consisting of directors with diverse experiences and backgrounds. Our Corporate Governance Guidelines state that our Board will select director candidates who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and decisions and that Board membership should reflect diversity in its broadest sense, including persons diverse in geography, gender, race and ethnicity. Additionally, the charter of our Corporate Governance Committee states that the committee will actively consider for selection as directors those persons who are diverse in experience, ideas, gender, race and ethnicity.

Our Board is relatively short-tenured. Five of our directors joined our Board just prior to our initial public offering in September 2018, and five additional directors joined our Board in March 2019, when Eli Lilly exited its remaining ownership in Elanco. In December 2020, we enhanced our Board by adding additional directors to strengthen the financial and industry-specific expertise on our Board and to help drive innovation and improve our operations, and in 2024, we added two additional animal health industry executives to our Board. The four Class III directors we have nominated for re-election at the Annual Meeting have an average tenure of just under five years and our Board has an average tenure of approximately 4.4 years.

Our Corporate Governance Guidelines state that there is no limit on the number of terms for which a director may be elected and that our Board does not endorse arbitrary term limits on directors’ service. However, our Corporate Governance Guidelines also state that our Board does not believe in automatic re-nomination of directors and that the annual self-evaluation process described in “—Board Evaluations” below will be an important determinant for continuing service.

Board Evaluations

In the spirit of our values of excellence and continuous improvement, our Board is committed to regular Board and Committee assessments. This helps ensure that our Board’s governance and oversight responsibilities are well executed and updated to reflect best practices.

At the end of each quarterly Board meeting, our Board meets in executive session, both with and without our Chief Executive Officer, to discuss whether the meeting’s objectives were satisfied and to identify issues that might require additional dialogue. Each of our Board’s standing committees also regularly meets in executive session for the same purposes.

Our Board also conducts an annual self-evaluation process, which is led by the Chairman of our Board and the Corporate Governance Committee. Directors complete a comprehensive questionnaire evaluating the performance of our Board as a whole and the committees on which the director serves. The directors’ responses are aggregated and anonymized to encourage the directors to respond candidly and maintain the confidentiality of responses. The results are reviewed by the Corporate Governance Committee and summarized for the Board, which reviews the results in executive session. Each Board committee also separately reviews the feedback received for such committee in executive session. The Chairman then conducts one-on-one meetings with each director to discuss the evaluations and any other matters raised by the directors.

We believe this annual evaluation process provides our Board and its committees with valuable insights regarding areas where our Board functions effectively as well as areas where our Board may improve. Recommendations for improvement derived from the annual evaluation process are used to adjust our Board’s future agendas and practices and responses to the evaluations also inform the topics for director education over the course of the following year.

Related Party Transactions

Our Board has adopted a written policy, which is referred to as the “related person transaction policy,” for the review of any transaction, arrangement or relationship in which we are a participant and one of our executive officers, directors, director nominees or beneficial holders of more than 5% of Elanco’s total equity (or their immediate family members), each of whom is referred to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which is referred to as a “related person transaction,” the related person must report the proposed related person transaction to our EVP, General Counsel and Corporate Secretary, who will report it to the Audit Committee. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Audit Committee. In approving or rejecting such proposed transactions, the Audit Committee considers all relevant facts and circumstances. The Audit Committee will approve only those transactions that, in light of known circumstances, are deemed to be in the Company’s best interests. In the event that any member of the Audit Committee is not a disinterested person with respect to the related person transaction under review, that member will be excluded from the consideration of such related person transaction

Business Ethics, Compliance and Privacy

We govern our business with the highest ethical standards; the way we operate rests on a foundation of doing the right thing, the right way, every day. Our employees and directors have a shared responsibility for developing and cultivating a culture of integrity, respect and excellence. We encourage employees and third parties to report any known or suspected violations of our Code of Conduct, policies, procedures or laws that regulate our business without fear of retaliation. All concerns raised are timely and thoroughly investigated.

Elanco's Ethics & Compliance function is responsible for our compliance program which includes global compliance policies and procedures, risk assessments, anti-corruption due diligence, training and communications, and conflicts of interest. Additionally, we have a global network of ethics and compliance partners that support program implementation and execution locally.

Elanco is committed to the ethical management and processing of personal data related to our customers, consumers, employees and other individuals. We are transparent about how we process personal data and are intentional about protecting it, while being respectful of individuals’ privacy rights. Elanco’s dedicated Global Privacy Office manages the privacy inquiries of our customers and employees and ensures compliance with privacy laws and regulations globally.

Code of Conduct

The 10 ethical responsibilities set out in the Elanco Code of Conduct guide our decisions and relationships, establish our behavioral expectations and set the high standards against which we measure our performance. The Code of Conduct applies to our directors, executive officers and all other employees. It is available at www.elanco.com/en-us/about-us/governance/e-and-c by clicking on the "read more" button. In addition, we hold our suppliers and other third parties with whom we do business to similar standards which are contained in our recently revised Business Partner Code of Conduct.

We have also adopted a Financial Code of Ethics that contains the ethical principles by which our Chief Executive Officer, Chief Financial Officer and other financial officers are expected to conduct themselves when carrying out their duties and responsibilities. It is available at www.elanco.com/en-us/about-us/governance/corporate, by clicking on the “Financial Code of Ethics” link. Any amendments to or waivers from the Elanco Code of Conduct or our Financial Code of Ethics will be disclosed on our website within the time period required by applicable law following the date of such amendment or waiver.

Other Information

We have adopted Corporate Governance Guidelines in accordance with the corporate governance rules of the NYSE, that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas, including the role of our Board, Board composition, director independence, director selection, qualification and election, director compensation, executive sessions, key Board responsibilities, Chief Executive Officer evaluation, succession planning, risk management, Board leadership and operation, conflicts of interest and other information. You can learn more about our corporate governance by visiting www.elanco.com/en-us/about-us/governance/corporate, where you will find our Corporate Governance Guidelines, each standing Board committee charter and other corporate governance-related information.

Each of the above documents, along with the Elanco Code of Conduct and our Financial Code of Ethics, is available in print upon request to our Corporate Secretary through the means described in “Other Information—Communicating With Us” below.

Non-employee directors receive compensation for their service to our Board. As an Elanco employee, Mr. Simmons, our President and CEO, does not receive compensation for his service as a director.

The Compensation and Human Capital Committee annually reviews the total compensation of our non-employee directors and each element of our non-employee director compensation program. As part of this process, the Compensation and Human Capital Committee evaluates market data provided by its independent compensation consultant, Willis Towers Watson (“WTW”) and makes a recommendation to our Board. Our Board determines the form and amount of non-employee director compensation after reviewing the Compensation and Human Capital Committee’s recommendation. Our Amended and Restated 2018 Elanco Stock Plan (the “2018 Stock Plan”) provides for an annual limit of $800,000 for all compensation paid to a Non-Employee Director. Based on the review described above, the Compensation and Human Capital Committee did not make any changes for 2023 director compensation. The Compensation and Human Capital Committee, upon conducting a similar review, determined again to make no changes for 2024 director compensation.

SUMMARY OF 2023 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Cash Retainers. Our non-employee directors each received an annual cash retainer of $90,000, the Chairman of our Board received an additional annual cash retainer of $150,000, the Chair of the Audit Committee received an additional annual cash retainer of $25,000, the Chair of the Compensation and Human Capital Committee received an additional annual cash retainer of $20,000 and the Chair of each of the three other standing committees of our Board received an additional annual cash retainer of $16,000. All cash retainers are paid in quarterly installments.

Equity-Based Awards. A substantial portion of each non-employee director’s annual retainer is in the form of equity awards. Pursuant to the Elanco Animal Health, Inc. Directors’ Deferral Plan (the “Directors’ Deferral Plan”), non-employee directors are granted deferred stock units (“DSUs”) on or about November 30 of each year. Each DSU is the economic equivalent of one share of our common stock. These DSU awards are fully vested on the grant date and are subject to mandatory deferral under the terms of the Directors’ Deferral Plan until the second January following the recipient’s departure from service on our Board. In November 2023, the number of DSUs underlying each DSU award was determined by dividing $240,000 by the per share closing price of our common stock on the date of grant.

Other Compensation. Our non-employee directors may be reimbursed for reasonable out-of-pocket travel expenses incurred in connection with attendance at Board and committee meetings and other Board-related activities.

Directors’ Deferral Plan. Under the Directors’ Deferral Plan, a non-employee director’s annual award of DSUs is credited to a deferred stock account (as described below). The Directors’ Deferral Plan also allows non-employee directors to defer receipt of all or part of their cash compensation until after their service on our Board has ended. Each director may choose to invest their deferred cash compensation in one or both of the following two accounts:

Amounts under both accounts are paid in a lump sum in January of the second plan year following the plan year in which the director separates from service or in annual installments over a period between two to ten years (as selected by the director) beginning at the same time the lump sum payment would be made. Amounts credited to the director’s deferred stock account would generally be paid in shares of Elanco common stock and amounts credited to the director’s deferred compensation account would be paid in cash.

Stock Ownership Guidelines. Our Corporate Governance Guidelines state that directors should hold meaningful equity ownership positions in Elanco and that our Board will consider from time-to-time equity ownership requirements for non-employee directors. To help facilitate meaningful stock ownership, as described above, a significant portion of non-employee director compensation is made in the form of company equity or equity equivalents, and the directors are unable to sell or otherwise transfer any of the shares granted to the directors by the Company until January of the second plan year after the director ceases to serve on the Board. Mr. Simmons, our President and CEO, is subject to and is compliant with the stock ownership guidelines applicable to our executive officers, as more fully described in “Compensation Discussion and Analysis—Governance and Other Matters—Stock Ownership and Holding Guidelines” below.

2023 NON-EMPLOYEE DIRECTOR COMPENSATION

The following table shows information regarding the compensation earned or paid during 2023 to non-employee directors who served on our Board during the year. Mr. Simmons’ compensation is shown in the table entitled “Summary Compensation Table” and the related tables under “Executive Compensation Tables” below.

The following DSUs were outstanding as of December 31, 2023: Ms. Anand, 69,950; Mr. Bilbrey, 74,718; Mr. Doyle, 46,330; Mr. Garcia, 59,270; Mr. Harrington, 61,494; Mr. Herendeen, 46,330; Mr. Hoover, 101,690; Dr. Kochevar, 60,231; Mr. Kurzius, 88,456; Mr. McDonald, 60,231; and Ms. Scots-Knight, 61,218. These numbers include, where applicable, the annual equity grant discussed in “—Equity-Based Awards” as well as DSUs earned by directors who have elected to defer their cash compensation into Elanco shares.

This section describes the experience and other attributes of our executive officers other than Mr. Simmons, whose biography can be found in “Proposal No. 1: Election of Directors—Our Director Nominees and Other Continuing Directors” above.

Timothy Bettington 

Mr. Bettington, 50, serves as our Executive Vice President, Corporate Strategy and Market Development. With more than 25 years in the animal health industry, Mr. Bettington joined Elanco in this role in 2023, after serving as EVP and President of U.S. Operations and Global Customer Experience at Zoetis, an animal health company, from January 2020 to November 2022. At Zoetis, he led U.S. Commercial operations, supporting the livestock and companion animal portfolios. Prior to that, Mr. Bettington served in roles with increasing responsibility over the course of his career, including as Global Head Commercial Excellence from 2015 to 2016 and North American Region Head of Commercial Operations from 2017 to 2019, both at Boehringer Ingelheim Animal Health, an animal health company, working both in the livestock and companion animal sectors. Mr. Bettington has worked in the U.S., Europe and Australia and has developed a deep expertise in sales excellence, marketing, strategy, and business integration. Mr. Bettington holds a bachelors degree in Agriculture from Western Sydney University and a master’s degree in Marketing Management from the Macquarie Graduate School of Management in Sydney, Australia. 

Ramiro Cabral 

Dr. Cabral, 52, serves as our Executive Vice President and President of Elanco International. He leads our international commercial operations, having assumed additional responsibility for our European operations in January 2022. Dr. Cabral joined Eli Lilly (our former parent company) in 1998 and has served in positions of increasing responsibility over the course of his career. These positions include Vice President and Head of Operations, Elanco EMEA from 2013 to July 2017, Vice President and Chief Marketing Officer of Elanco from August 2017 to June 2018 and Executive Vice President Elanco International and Global Customer Value from July 2018 to December 2018. Dr. Cabral earned his veterinary degree at UNICEN, Argentina in 1995 and his Master of Business Administration from Purdue University in 2005. 

Ellen de Brabander, Ph.D. 

Dr. de Brabander, 61, serves as our Executive Vice President, Innovation and Regulatory Affairs. Dr. de Brabander joined Elanco in October 2021 and is responsible for our global research and development and regulatory affairs organization and as such is responsible for progressing and refilling the innovation pipeline. She is a highly experienced research and development executive with a proven background of accomplishments in animal health, life sciences and fast-moving consumer goods sectors. From March 2014 to October 2021, Dr. de Brabander served as senior vice president for research and development with PepsiCo, a global food and beverage company, most recently having company-wide responsibility for food safety, quality, regulatory and research and development digital transformation. Prior to PepsiCo, she led research and development organizations for Merial (now Boehringer Ingelheim Animal Health), Intervet (now Merck Animal Health) and DSM. Dr. de Brabander earned her doctorate (cum laude) in bio-organic chemistry from Leiden University in the Netherlands and completed her post-doctoral work in molecular biology at the Massachusetts Institute of Technology. She has lived in six different countries, is the co-author of more than 60 publications in scientific journals, holds 18 patents and has received multiple awards for her research, including the Golden Medal from the Royal Dutch Chemical Society in 2000 for Best Chemist Under 40.

David Kinard 

Mr. Kinard, 57, serves as our Executive Vice President, Human Resources, Corporate Communications and Administration. Mr. Kinard brings valuable leadership experience within the pharmaceutical industry and years of managing human resources programs to this position. He assumed his current role in August 2020 and has led our Human Resources function since our spin-off from Lilly in 2018. Mr. Kinard joined Lilly in 1997 and served in a wide variety of positions, including as Vice President of Human Resources of Lilly International and as a human resources leader in other Lilly businesses and functions. He holds a bachelor’s degree in social science and broadcast communications and a master’s degree in organizational behavior from Brigham Young University.

James Meer
Mr. Meer, 54, serves as our Senior Vice President, Chief Accounting Officer. Prior to joining Elanco in September 2018, Mr. Meer served as the Chief Financial Officer of Healthx, Inc., a healthcare technology company, which he joined in June 2017. He served as Senior Vice President of Finance at Appirio, an information technology consulting company, from 2014 to 2017 and as Vice President and Corporate Controller at Salesforce (previously ExactTarget), a cloud-based software company, from 2011 to 2014. Prior to 2011, Mr. Meer held various financial, accounting and strategy positions at 3M (previously Aearo Technologies), Hillrom, Hillenbrand Industries and Ernst & Young LLP. Mr. Meer received his bachelor’s degree in accounting and business from Marian University and earned his Master of Business Administration from Xavier University.

Grace McArdle 

Ms. McArdle, 45, serves as our Executive Vice President, Manufacturing and Quality, a position she has held since July 2023. Prior to this position, Ms. McArdle held roles of increasing responsibility at Elanco, including among others, Vice President Supply Chain Operations from March 2020 to July 2023, Executive Director of Manufacturing Strategy and Operational Excellence from May 2019 to March 2020, Senior Director Operational Excellence from April 2018 to May 2019, and Senior Director API External Manufacturing from July 2017 to April 2018. Ms. McArdle held roles at both Eli Lilly and Eli Lilly Ireland, which she first joined in September 2000. Ms. McArdle holds two master’s degrees in engineering – Biopharmaceutical Engineering from University College Dublin and Chemical Engineering from Queen’s University Belfast. 

Rajeev (Bobby) Modi 

Mr. Modi, 43, serves as our Executive Vice President, U.S. Pet Health and Global Digital Transformation. Mr. Modi joined Elanco in this role in March of 2022, after serving as Vice President and General Manager of Enhancers and Components at Conagra Brands from May 2021 to April 2022. At Congara Brands he was responsible for the company’s substantial Grocery business, positioning it for profitable growth. Prior to that, he held numerous Vice President roles at J.M. Smucker Co. from 2012 to 2021. Mr. Modi holds a bachelor's degree in Chemical Engineering from the University of Cincinnati and a master’s degree in Marketing, Management Strategy and Finance from Northwestern University’s Kellogg School of Management. 

Shiv O'Neill 

Ms. O’Neill, 50, serves as our Executive Vice President, General Counsel, and Corporate Secretary, a position she has held since March 2024. Ms. O’Neill is responsible for the global strategy and operations of our legal team, including commercial, intellectual property, regulatory legal, labor & employment, M&A and business development legal, and the office of the corporate secretary. She also oversees Elanco’s ethics and compliance and ESG matters. Before her current role, Ms. O’Neill served as Interim General Counsel and Corporate Secretary from November 2023 to March 2024, as Vice President, Deputy General Counsel, Americas from May 2022 to November 2023, and as Vice President, Deputy General Counsel-US from October 2021 to May 2022. Prior to joining Elanco, Ms. O’Neill served as Senior Counsel at Cummins Inc., a multinational corporation that designs, manufactures, and distributes engines, filtration and power generation products, from February 2016 to October 2021. Prior to joining Cummins, Ms. O’Neill was a Partner at Baker & Daniels LLP (now Faegre Drinker Biddle & Reath LLP) from January 2010 to February 2016, and an Associate from March 2002 to December 2009. Ms. O’Neill started her career as in-house counsel at The Procter & Gamble Company. Ms. O’Neill received a Bachelor of Science from Loyola University Chicago and a Juris Doctor degree from the Indiana University Maurer School of Law. 

José Manuel Correia de Simas, Ph.D. 

Dr. Simas, 56, serves as our Executive Vice President, U.S. Farm Animal Business. Dr. Simas rejoined Elanco in this role in April 2020, after serving as President of Trouw Nutrition USA, an animal nutrition company, from 2018 to March 2020. In this role, he led its strategic change agenda to improve business quality and manufacturing productivity while building key capabilities in marketing, innovation, manufacturing and commercial excellence. Dr. Simas originally joined Elanco (then-owned by Eli Lilly) in 2000 as product manager for our Rumensin product, and throughout his career has served in key roles in the U.S. and internationally, including senior director of Latin America and Global Aquaculture, senior director of our U.S. Beef business and area director for Central, Eastern Europe, North Africa and Middle East. He received a bachelor’s degree from the Federal University of Lavras in Brazil and holds a master’s degree and a doctorate in animal nutrition and physiology from the University of Arizona, as well as a post doctorate from the University of São Paulo, Brazil. 

Todd Young, JD 

Mr. Young, 52, serves as our Executive Vice President and Chief Financial Officer, a position he has held since he joined Elanco in November 2018. Mr. Young oversees our financial operations, including our treasury, investor relations, tax functions, and commercial finance teams as well as information technology. He brings significant financial leadership experience in pharmaceutical and healthcare as well as a focus on strategic and commercial decision-making to his position. Prior to joining Elanco, Mr. Young served as Executive Vice President and Chief Financial Officer at ACADIA Pharmaceuticals Inc., a biopharmaceutical company, from August 2016 to October 2018, where he oversaw their financial functions as well as information technology and facilities. Prior to that, he served in roles of increasing responsibility at Baxter International Inc. and its spin-off company, Baxalta, a biopharmaceutical leader in hematology, immunology and oncology, most recently as Baxalta’s Senior Vice President and Treasurer. Mr. Young received his bachelor’s degree in economics from Grinnell College and a Juris Doctor from the University of Michigan. 

The Audit Committee has reappointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2024. EY has served as our independent auditor since 2017, when we were still a wholly owned subsidiary of Eli Lilly and Company. The Audit Committee, which consists entirely of independent directors, reviews the performance of our independent registered public accounting firm annually. In making the determination to reappoint EY for 2024, the Audit Committee considered, among other factors, the firm’s qualifications and experience, the communication and interactions with the firm over the course of the year and the firm’s independence, objectivity and professional skepticism. These criteria are assessed against an internal and external scorecard and are discussed with management during a private session as well as in executive session. The Audit Committee also periodically considers whether a rotation of our independent registered public accounting firm is advisable.

Based on this year’s assessment of EY’s performance, the Audit Committee believes that the continued retention of EY to serve as our independent registered public accounting firm is in our best interests as well as those of our shareholders. EY has gained institutional knowledge and expertise regarding our global operations, accounting policies and practices and internal control over financial reporting, in particular through our separation from Eli Lilly in 2018 and our becoming an independent company. The Audit Committee believes that our audit and other fees are competitive with those of our peer companies in part because of EY’s familiarity with us and our operations.

At the Annual Meeting, our shareholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for 2024. Although ratification of this appointment is not required, we value the opinion of our shareholders and, in the event of a negative vote on this proposal, the Audit Committee will reconsider its selection. Even if this appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests.

Representatives of EY are expected to attend the Annual Meeting and will be available to respond to questions. Those representatives will have the opportunity to make a statement if they wish to do so.

Recommendation of the Board

Fees Paid to Independent Registered Public Accounting Firm

The following table shows the fees incurred for services rendered on a worldwide basis by EY for 2023 and 2022.

SERVICES PERFORMED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee pre-approves all services performed by Elanco’s independent registered public accounting firm, in part to assess whether the provision of such services might impair the auditor’s independence. The Audit Committee’s policy and procedures are as follows:

For each engagement, management provides the Audit Committee with information about the services and fees, sufficiently detailed to allow the committee to make an informed judgment about the nature and scope of the services and the potential for the services to impair the independence of the firm. After the end of the audit year, management provides the Audit Committee with a summary of the actual fees incurred for the completed audit year.

Audit Committee Report