DEF 14A of Elanco Animal Health Inc, Apr 19, 2024

DEF 14A of Elanco Animal Health Inc

Filed Apr 19, 2024 · FY20230001140361-24-020680

Open on EDGAR

  1. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  2. 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 | |

  3. Our Executive Compensation Highlights

    | • | Payouts of both annual cash incentives and performance share awards for performance periods ended in 2023 were both below 80% of target, reflecting a rigorous pay-for-performance discipline |

  4. Our Director Nominees and Continuing Directors

    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

  5. Our Director Nominees and Continuing Directors

    | | 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 | |

  6. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 13 | 2024 Proxy Statement |

  7. Our Director Nominees and Continuing Directors

    | | 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 | |

  8. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 14 | 2024 Proxy Statement |

  9. Our Director Nominees and Continuing Directors

    | | 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 | |

  10. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 15 | 2024 Proxy Statement |

  11. Our Director Nominees and Continuing Directors

    | | 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 | |

  12. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 16 | 2024 Proxy Statement |

  13. Our Director Nominees and Continuing Directors

    CLASS I DIRECTORS – TERMS EXPIRING IN 2025

  14. Our Director Nominees and Continuing Directors

    | | 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 | |

  15. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 17 | 2024 Proxy Statement |

  16. Our Director Nominees and Continuing Directors

    | | 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 | |

  17. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 18 | 2024 Proxy Statement |

  18. Our Director Nominees and Continuing Directors

    | | 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 | |

  19. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 19 | 2024 Proxy Statement |

  20. Our Director Nominees and Continuing Directors

    | | 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 | |

  21. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 20 | 2024 Proxy Statement |

  22. Our Director Nominees and Continuing Directors

    | | 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 | |

  23. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 21 | 2024 Proxy Statement |

  24. Our Director Nominees and Continuing Directors

    CLASS II DIRECTORS – TERMS EXPIRING IN 2026

  25. Our Director Nominees and Continuing Directors

    | | 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 | |

  26. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 22 | 2024 Proxy Statement |

  27. Our Director Nominees and Continuing Directors

    | | 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 | |

  28. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 23 | 2024 Proxy Statement |

  29. Our Director Nominees and Continuing Directors

    | | 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 | |

  30. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 24 | 2024 Proxy Statement |

  31. Our Director Nominees and Continuing Directors

    | | 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 | |

  32. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 25 | 2024 Proxy Statement |

  33. Our Director Nominees and Continuing Directors

    | | 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 | |

  34. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 26 | 2024 Proxy Statement |

  35. Our Director Nominees and Continuing Directors

    | Corporate Governance |

  36. Our Director Nominees and Continuing Directors

    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.

  37. Board Diversity and Tenure

    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.

  38. Board Diversity and Tenure

    | Elanco Animal Health Incorporated | 38 | 2024 Proxy Statement |

  39. Board Diversity and Tenure

    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.

  40. Other Information

    | Non-Employee Director Compensation |

  41. Other Information

    | ● | Deferred Compensation Account. Funds in this account earn interest each year at a rate of 120% of the applicable federal long-term rate, compounded monthly, as established the preceding December by the U.S. Treasury Department under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”). |

  42. Other Information

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kapila Anand | 115,000 | 240,006 | 355,006 | | John Bilbrey | 106,000 | 240,006 | 346,006 | | William Doyle | 90,000 | 240,006 | 330,006 | | Art Garcia | 90,000 | 240,006 | 330,006 | | Michael Harrington | 90,000 | 240,006 | 330,006 | | Paul Herendeen | 90,000 | 240,006 | 330,006 | | David Hoover | 256,000 | 240,006 | 496,006 | | Deborah Kochevar | 106,000 | 240,006 | 346,006 | | Lawrence Kurzius | 110,000 | 240,006 | 350,006 | | Kirk McDonald | 90,000 | 240,006 | 330,006 | | Denise Scots-Knight | 90,000 | 240,006 | 330,006 |

  43. Executive Compensation Philosophy and Practices

    | ● | Create sustained, long-term shareholder value. Program emphasizes sustainable performance and is heavily weighted toward equity awards, such that employees’ interests are aligned with shareholders. |

  44. Executive Compensation Philosophy and Practices

    | ● | Providing an executive compensation program that includes base salaries, annual cash incentives and equity incentives similar to programs provided to Elanco’s other employees or similarly situated executives in a competitive talent market. |

  45. Executive Compensation Philosophy and Practices

    | ● | Targeting compensation, in aggregate, at the median (50th percentile) of the competitive market, which is comprised of similarly sized companies within the life sciences industry, with consideration of other industries, as appropriate. |

  46. Executive Compensation Philosophy and Practices

    | ◦ | In certain situations, where there is scarcity of talent for a critical role and there is a need to offer a more competitive compensation package to attract such scarce talent, we may exceed the targeted median positioning of the market. |

  47. Executive Compensation Process

    Executive Compensation Process We seek to maintain a market-competitive executive compensation program that is consistent with our compensation philosophy and attracts and retains executives who perform at a high level and contribute to our success. The Committee, which consists entirely of independent directors, determines our compensation philosophy and executive compensation program design and is the decision-making body on all matters relating to the compensation paid to the NEOs. Each year, the Committee considers individual performance assessments, compensation recommendations from senior leadership, our company performance, our peer group data and input from its compensation consultant when making executive compensation determinations and setting pay levels for NEOs. For 2023, each NEO’s compensation was set, in part, based on an assessment of the NEO’s individual performance against achievement of objectives established at the start of the year. “Individual performance” included the NEO’s demonstration of our values and leadership behaviors. Company performance was considered in two ways: (1) in setting 2023 compensation, a comparison to overall performance in 2022 based on a variety of metrics and (2) in determining achievement of 2023 bonus compensation, measured against specific goals established at the beginning of the year. We consider peer group data in a benchmarking review. After this benchmarking review, the Committee attempts to establish compensation relative to the peer group median for each NEO. However, consistent with our compensation philosophy, the Committee can differentiate pay levels from those at peer companies based on the results of the aforementioned assessments as well as other factors the Committee believes are relevant, including, but not limited to, scarcity of talent for a critical role. See “—Compensation Benchmarking” below for more information about how the Committee uses peer group data in making executive compensation decisions.

  48. Executive Compensation Process

    | ● | Selection of Performance Measures for Incentive Compensation – in 2022, we transitioned to Elanco Cash Earnings (also known as “ECE”), a metric similar to economic value added, for our incentive programs to further incentivize our productivity efforts and reinforce a culture of ownership. The Committee acknowledges shareholder sentiment that may prefer use of multiple metrics; however, the Committee believes that the culmination of many metrics into ECE operates to incentivize both growth and return on capital invested in our business that is appropriate for execution of our current strategy. |

  49. Executive Compensation Process

    | ● | recommends adjustments to annual base salaries and target annual cash incentive amounts; |

  50. Executive Compensation Process

    | ● | recommends equity incentive awards under our long-term incentive plan; and |

  51. Executive Compensation Process

    COMPENSATION BENCHMARKING To provide the appropriate context for executive pay decisions, the Committee, in consultation with WTW, assesses the compensation practices and pay levels of our peer group. In general, the Committee uses the peer group to benchmark:

  52. Executive Compensation Process

    | ● | Bonus |

  53. Executive Compensation Process

    | ● | Long-Term Incentives (equity) |

  54. Executive Compensation Process

    For 2023 executive compensation benchmarking, the Committee used a peer group selected in 2022 with median revenues of $5.2 billion, generally ranging from one-half to two times Elanco’s revenue. The Committee also believed these companies share important characteristics with us, such as being our direct competitors, operating in a similar business model, or employing people with the unique skills required to operate an established biopharmaceutical company like ours. Based on the advice of WTW, the following group of 17 companies was identified by the Committee as our peer group for 2023 executive compensation benchmarking.

  55. Executive Compensation Process

    The Committee periodically reviews our peer group and adds or removes companies in the peer group when appropriate to help ensure companies in the peer group are similar in size to us and appropriately reflect our business. In August 2023, the Committee revised the peer group to remove Baxter International, Boston Scientific Corporation, and Regeneron Pharmaceuticals because their revenues were above the high end of the screening criteria. The Committee added Catalent, Inc., QuidelOrtho Corporation, and Revvity, Inc. because they are in comparable industries (life sciences) and have comparable revenue. This updated peer group of 17 companies will be the peer group used for 2024 executive compensation benchmarking.

  56. 2023 NEO Compensation

    | ● | Within a range of competitive pay and targeted to the median of the peer group. Base salaries are based on each person’s level of contribution, responsibility, and expertise, and are competitive with respect to base salaries in our peer group. |

  57. 2023 NEO Compensation

    | ● | To ensure that we can attract, retain, motivate and reward a leadership team that will drive long-term growth for shareholders while maintaining affordability within our business plan. |

  58. 2023 NEO Compensation

    | ● | To provide focus and reward for the achievement of short-term financial goals that drive shareholder value and support our long-term strategy. |

  59. 2023 NEO Compensation

    | ● | Performance Awards (“PAs”) - 50% of total equity incentive award opportunity: These awards have the potential to vest at 0% to 200% of target after a two-year performance period beginning on the first day of the calendar year of grant and are earned based on our Adjusted EBITDAR over the performance period, subject to continued employment with us. |

  60. 2023 NEO Compensation

    | ● | Restricted Stock Units (“RSUs”) - 25% of total equity incentive award opportunity: These awards have the potential to vest in roughly one-third increments on each of the first three annual anniversaries of the grant date, subject to continued employment with us. |

  61. 2023 NEO Compensation

    | ● | Stock Options - 25% of total equity incentive award opportunity: These awards have the potential to vest in roughly one-third increments on each of the first three annual anniversaries of the grant date, subject to continued employment with us. |

  62. 2023 NEO Compensation

    | ● | The objective of these vehicles is to provide an incentive for delivering long-term shareholder value and to align the interests of executives and shareholders over the long-term. |

  63. 2023 NEO Compensation

    2023 ANNUAL BASE SALARY During 2023, base salaries for the NEOs were increased on average by 5%. These increases were established based on several factors, including peer group benchmarking, general external trends and experience in their roles. Following the annual base salary increases for 2023, Elanco’s tenured executive officers now all receive compensation at or near peer median levels.

  64. 2023 NEO Compensation

    2023 ANNUAL CASH INCENTIVE In 2023, the Committee again selected Elanco Cash Earnings, or ECE, as the sole company performance measure under our annual cash incentive program, which was the second year using this measure for the annual cash incentive program. The annual cash incentive payout is based on the change in ECE compared to the prior year’s ECE, with the prior year’s ECE as the target for the subsequent year. This cash-based economic profit measure incentivizes both growth and return on capital invested in our business, and the Committee believes that it positively correlates with total shareholder return. ECE encourages and rewards the NEOs for making decisions that benefit the business and its shareholders over the prior year. While ECE is a short-term metric, the cumulative effect of positive ECE over the long-term creates shareholder value. If ECE improves, shareholder value has been created. The Committee believes that this metric better aligns with our growth and value creation strategy, which is to drive innovation over relatively long product cycles through ongoing prudent investments in research and development (“R&D”). By requiring our business to earn more than our cost of capital on our investments on an annual basis over time, the Committee believes leadership will be further incentivized to invest in and deliver profitable innovation to drive revenue growth, prudently manage expenses, efficiently use our assets and otherwise take actions designed to create long-term, sustainable shareholder value. This is also designed to create a more significant ownership mentality within Elanco by further aligning management’s interests with those of our shareholders. Key elements of the ECE calculation include:

  65. 2023 NEO Compensation

    | ● | R&D Expenses - Categorizing our R&D expenses as investments required to drive long-term value, rather than as short-term costs, reinforces the commitment to consistently deliver pipeline milestones over time and strengthens the ownership mindset. We utilize eight years of prior R&D expense to closely align our Gross Investment base with our product cycle timing. |

  66. 2023 NEO Compensation

    Each NEO was eligible to and did participate in our annual cash incentive program for 2023. The program objective was linearly interpolated for achievement between threshold, target, and maximum goals of 0%, 100%, and 200%, respectively. Our annual cash incentive program allows the Committee to make adjustments based on the effects of acquisitions, divestitures, restructurings or special charges or gains, changes in corporate capitalization, accounting changes, and/or events that are treated as extraordinary items for accounting purposes. The Committee may also reduce (but not increase) the actual payout of any individual’s annual cash incentive based on our performance and the Committee’s subjective assessment of the NEO’s overall individual performance; however, no such discretion was applied for 2023 payouts.

  67. 2023 NEO Compensation

    | Name | 2022 Bonus Target (%) | 2023 Bonus Target (%) | | Mr. Simmons | 130 | 130 | | Mr. Young | 80 | 80 | | Dr. de Brabander | 70 | 70 | | Dr. Cabral | 70 | 70 | | Mr. Bettington(1) | — | 70 |

  68. 2023 NEO Compensation

    | (1) Mr. Bettington did not have a bonus target in 2022 because he joined the organization in 2023. |

  69. 2023 Impact of Gross Investments Changes

    | Adjustment Category | ECE Impact ($M) | Bonus Multiple Impact (%) | | FX and Impairments to Goodwill | (35) | (10) | | FX on Gross Intangibles | 16 | 5 | | Rate Changes on Accrued Pension | 5 | 2 | | Pre-BAH Normalized Capitalized R&D | 9 | 2 | | Total Adjustments | (5) | (1) |

  70. 2023 ECE Calculation

    | | Threshold | Target | Maximum | 2023 Actual Results | | ECE | $(769) million | $(416) million | $(63) million | $(492) million | | Payout | 0 % | 100 % | 200 % | 79 % |

  71. 2023 ECE Calculation

    | | 2023 Base Salary ($) | 2023 Target Bonus (%) | 2023 Company Achievement (%) | 2023 Bonus Payout ($) | | Mr. Simmons | 1,200,000 | 130 | 79 | 1,232,400 | | Mr. Young | 661,400 | 80 | 79 | 418,005 | | Dr. de Brabander(1) | 709,748 | 70 | 79 | 392,491 | | Dr. Cabral | 592,000 | 70 | 79 | 327,376 | | Mr. Bettington(2) | 620,000 | 70 | 79 | 269,591 |

  72. 2023 ECE Calculation

    | (1) Dr. de Brabander’s bonus payout was 362,879 Euros. Her 2023 payout has been converted to USD using the 2023 Euro to USD daily average rate of 1.081603. |

  73. 2023 ECE Calculation

    | (2) Mr. Bettington’s bonus payout is based on pro-rated eligible earnings of $486,528 based on his start date of March 20, 2023 as determined by Elanco’s automated daily proration bonus calculation methodology which caused bonus-eligible earnings to differ immaterially from base salary. |

  74. Long-Term Incentive Awards

    Long-Term Incentive Awards To further incentivize shareholder value creation, we grant equity awards to our executive leadership under our long-term incentive plan, consisting of the following mix in 2023: 50% PAs, 25% RSUs and 25% stock options. The inclusion of stock options in 2023 rewards absolute value creation and aligns our internal pay-for-performance strategy with continued equity appreciation for shareholders. This mix of equity awards is aligned with those of several companies in the peer group we use to benchmark our executive compensation program, as further described in “—Executive Compensation Process—Compensation Benchmarking” above. The long-term incentive component of the NEOs’ compensation is designed to align this critical compensation element with our key financial incentives and focus leaders on achieving certain determined company performance objectives. In 2023, NEOs received the following annual grant equity awards:

  75. Long-Term Incentive Awards

    | ● | Performance Awards (performance stock units, “PAs”) (50% of total award opportunity): These awards have the potential to vest at 0% to 200% of target after a two-year performance period beginning on the first day of the calendar year of grant and are earned based on our Adjusted EBITDAR over the performance period, subject to continued employment with us. |

  76. Long-Term Incentive Awards

    | ● | Restricted Stock Units (“RSUs”) (25% of total award opportunity): These awards have the potential to vest in roughly one-third increments on each of the first three annual anniversaries of the grant date, subject to continued employment with us. |

  77. Long-Term Incentive Awards

    | ● | Stock Options (“Stock Options”) (25% of total award opportunity): These awards have the potential to vest in roughly one-third increments on each of the first three annual anniversaries of the grant date, subject to continued employment with us. |

  78. Long-Term Incentive Awards

    The Committee has the discretion to adjust PAs to take into account certain situations as set forth in the stock plan as follows:

  79. Long-Term Incentive Awards

    | ● | the impact from the operations of any divestiture, such as a major product, business line or geography; |

  80. Long-Term Incentive Awards

    | ● | the impact of any acquisitions, significant collaborations, restructuring or external litigation; |

  81. Long-Term Incentive Awards

    | ● | foreign currency fluctuation impact greater than a 2% change to applicable plan rates; |

  82. Long-Term Incentive Awards

    | ● | the impact of any non-GAAP adjustment provided each adjustment is approved by the committee; and/or |

  83. Long-Term Incentive Awards

    | ● | any unforeseen adjustment provided such adjustment is approved by the committee. |

  84. Long-Term Incentive Awards

    No dividends or dividend equivalents accrue on either the PAs or the RSUs.

  85. Long-Term Incentive Awards

    | Elanco Animal Health Incorporated | 62 | 2024 Proxy Statement |

  86. 2023 Target Grant Values

    | Name | 2023 Annual Equity Grant ($) | | Mr. Simmons | 11,200,000 | | Mr. Young | 2,615,000 | | Dr. de Brabander | 2,042,000 | | Dr. Cabral | 1,700,000 | | Mr. Bettington(1) | 1,000,000 |

  87. 2023 Target Grant Values

    | (1) Mr. Bettington received a sign-on RSU grant with a target grant value of $1,000,000 on April 1, 2023. |

  88. 2023 Target Grant Values

    | Name | Payout Date | Grant Date Fair Value ($)(1) | | Mr. Simmons | February 2025 | 5,600,003 | | Mr. Young | February 2025 | 1,307,511 | | Dr. de Brabander | February 2025 | 1,021,001 | | Dr. Cabral | February 2025 | 850,006 | | Mr. Bettington(2) | February 2025 | — |

  89. 2023 Target Grant Values

    | (2) Mr. Bettington did not receive a 2023 PA grant because he joined Elanco after the 2023 on-cycle equity awards were granted. |

  90. PAs Granted in 2022 That Were Paid Based Upon Performance at December 31, 2022 and 2023

    As Gross Investments is a key input on both the Annual Cash Incentive as well as the Performance Awards, the committee elected to continue using a standardized definition on Gross Investments across both programs. As previously discussed in the "2023 Annual Cash Incentive" section above, the Committee made the decision to exclude several non-operational balance sheet items from the calculation of Gross Investments, including foreign currency rates on goodwill and intangibles, impairments to goodwill, and interest rate-driven changes in accrued pension liabilities. These changes were also applied to the Gross Investment definition used to calculate the incremental investment calculation associated with Target Adjusted EBITDAR. The Committee also elected to apply the same normalization of capitalized R&D to account for pre-BAH acquisition expense as was applied to the Annual Cash Incentive. Like the equivalent adjustment on ECE, normalizing the pre-BAH R&D expense required an adjustment to Gross Investment amounts for both 2022 and 2023, as the capital charge is applied to the year-over-year change in Gross Investments. As the Committee did not make this adjustment until the second half of 2023, it elected not to apply this same change to the 2022 performance period attainment. An itemized breakdown of the changes to the Gross Investments definition, and their resulting impact on Target Adjusted EBITDAR and the Performance Award Multiple for the 2023 period of performance, are set forth in the table below. In aggregate, all changes decreased our Target Adjusted EBITDAR attainment by $6 million, lowering our 2023 attainment by 2%. Because our final payout is an average of the two performance years, and the Committee did not make any adjustments to 2022, the Gross Investment changes reduced the final payout by 1%.

  91. Gross Investments Definition Changes - Performance Award Impact

    For the NEOs who received these awards in 2022, the number of our shares earned under the PAs is the average of the two payout multiples (91.31% for 2022 and 76.75% for 2023) multiplied by the target number of shares, which is set forth in the table below. Details on the vesting schedule of these awards are set forth below in “Executive Compensation Tables—Outstanding Equity Awards at December 31, 2023.”

  92. Restricted Stock Units

    Restricted Stock Units On March 1, 2023, each NEO also received RSUs under the Amended and Restated 2018 Stock Plan. These time-based awards are designed to align the interests of the NEOs with the interests of our shareholders by promoting the retention of our NEOs over the longer term. RSUs vest over a three-year period, with 33% of the award vesting on the first anniversary of the grant date, 33% of the award vesting on the second anniversary of the grant date and 34% of the award vesting on the third anniversary of the grant date, subject to continuous service through each vesting date. The number of RSUs granted to an NEO was determined by dividing 25% of the target equity grant value applicable to such NEO by the closing stock price at the date of grant. The grant date fair values for these awards are reported in the table below.

  93. Restricted Stock Units

    | Name | Vesting Date | Grant Date Fair Market Value ($)(1) | | Mr. Simmons | March 2026 | 2,800,002 | | Mr. Young | March 2026 | 653,756 | | Dr. de Brabander | March 2026 | 510,506 | | Dr. Cabral | March 2026 | 425,009 | | Mr. Bettington(2) | March 2026 | — |

  94. Restricted Stock Units

    | (1) All awards had a fair market value of $11.26 per share based on the grant date of March 1, 2023. Mr. Simmons’ award was approved by the independent directors of the Board on February 24, 2023. All other NEO awards were approved by the Committee on February 23, 2023. |

  95. Restricted Stock Units

    | (2) Mr. Bettington did not receive a 2023 annual grant because he joined Elanco after the 2023 on-cycle equity awards were granted. He did receive a sign-on RSU grant with a grant date fair market value of $1,000,008 on April 1, 2023. |

  96. Stock Options

    Stock Options On March 1, 2023, each NEO also received stock options under the 2018 Stock Plan. These time-based awards are designed to incentivize management to drive increases in stock price and align the interests of the NEOs with the interests of our shareholders. The number of stock options each NEO receives is determined by dividing each person’s stock option equity target by the fair market value based on Black-Scholes modeling as of the grant date. Because the option exercise price is equivalent to the market close price on the grant date, the options require the stock to appreciate for our NEOs to realize any compensation. For the 2023 grants, based on the option fair market valuation of $4.93 and the exercise price of $11.26, our stock price would have to increase approximately 44% above the exercise price for our NEOs to realize the grant date fair market values shown in the table below. Stock options vest over a three-year period, with 33% of the award vesting on the first anniversary of the grant date, 33% of the award vesting on the second anniversary of the grant date and 34% of the award vesting on the third anniversary of the grant date, subject to continuous service through each vesting date. The number of stock options granted to an NEO was determined by dividing 25% of the target equity grant value applicable to such NEO by the option fair market value based on Black-Scholes modeling as of the grant date. The grant date fair values for these awards are reported in the table below.

  97. Stock Options

    | Name | Vesting Date | Grant Date Fair Market Value ($)(1) | | Mr. Simmons | March 2026 | 2,800,003 | | Mr. Young | March 2026 | 653,753 | | Dr. de Brabander | March 2026 | 510,502 | | Dr. Cabral | March 2026 | 425,001 | | Mr. Bettington(2) | March 2026 | — |

  98. Stock Options

    | (1) All awards had a fair market value of $4.93 per option based on Black-Scholes modeling as of their grant date of March 1, 2023. The grant date fair value of the above awards is based upon the assumptions described in Note 14 Stock Based Compensation to Elanco's consolidated financial statements in its Annual Report for the year ended December 31, 2023 filed by Elanco on February 26, 2024. Mr. Simmons’ award was approved by the independent directors of the Board on February 24, 2023. All other NEO awards were approved by the committee on February 23, 2023. |

  99. Stock Options

    | (2) Mr. Bettington did not receive a 2023 stock option grant because he joined Elanco after the 2023 on-cycle equity awards were granted. |

  100. Stock Options

    | Elanco Animal Health Incorporated | 66 | 2024 Proxy Statement |

  101. Stock Options

    SIGN-ON AWARDS AND SPECIAL PERFORMANCE AWARD During 2023, the Committee approved the following sign-on and special performance awards:

  102. Stock Options

    | • | Sign-on Awards for Mr. Bettington – in connection with Mr. Bettington’s hire as our Executive Vice President, Global Strategy and Market Development in April 2023, the Committee approved the payment to Mr. Bettington of a $100,000 cash sign-on bonus that is subject to repayment as to a pro-rated amount of the bonus in the event that Mr. Bettington leaves Elanco during the first three years of employment for any reason other than an involuntary termination without cause. In lieu of other annual equity awards, Mr. Bettington received an RSU with a grant date fair value of $1,000,000 that vests as to one-half of the shares on April 3, 2024 and 2025. |

  103. Stock Options

    | • | Special Performance Award for Dr. de Brabander – A special performance-based stock award with a grant date fair value at target of $500,000 was issued to Dr. de Brabander in October 2023 to incentivize her efforts leading the work toward 2024 regulatory approvals for our pipeline products. The award will vest in February 2025, subject to achievement of critical R&D milestones, with payouts ranging from 70% to 130% of target. |

  104. Stock Options

    OTHER BENEFITS Benefits are an important part of retention and financial security for all employees, and each of the benefits described below are designed to provide a market-competitive executive compensation program. In addition to the benefits described below, the NEOs are eligible to participate in our health and welfare programs, matching gifts program and other employee benefit programs on the same basis as other employees.

  105. Elanco Executive Severance Plan

    Elanco Executive Severance Plan Each NEO is eligible to participate in the Elanco Executive Severance Pay Plan, which defines the circumstances where an NEO is entitled to receive severance benefits in the event his or her employment with us is terminated. A description of the Elanco Executive Severance Plan and the benefits to which an NEO may be entitled is set forth in the narrative disclosure accompanying the table in “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control (as of December 31, 2023)” below.

  106. 2018 Change in Control Severance Pay Plan for Select Employees

    2018 Change in Control Severance Pay Plan for Select Employees Each NEO is eligible to participate in the Elanco 2018 Change in Control Severance Pay Plan for Select Employees, which provides severance benefits to an NEO in the event his or her employment with us is terminated following a change in control. A description of the Elanco 2018 Change in Control Severance Pay Plan for Select Employees and the benefits to which an NEO may be entitled is set forth in “Executive Compensation Tables — Payment Upon Termination or Change in Control (as of December 31, 2023) — Elanco Change in Control Severance Pay Plan for Select Employees” below.

  107. Employment Agreements

    Employment Agreements We do not have employment agreements with any of the NEOs. We do not provide excise tax payments, reimbursements, or gross-ups to any of the NEOs.

  108. Tax Deductibility of Compensation Expense

    | • | The metrics used to determine payout under the incentive plans; |

  109. Tax Deductibility of Compensation Expense

    | • | Whether or not the metrics used to determine payout under the incentive plans were balanced; |

  110. Tax Deductibility of Compensation Expense

    | • | The funding thresholds under the incentive plans; |

  111. Tax Deductibility of Compensation Expense

    | • | The level of management that may exercise discretion as to the ultimate payout under the incentive plans; and |

  112. Tax Deductibility of Compensation Expense

    | • | Any deferrals, holdbacks or clawback mechanisms under the incentive plans. |

  113. Summary Compensation Table

    Summary Compensation Table

  114. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Jeffrey Simmons President and CEO | 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 | | | 2021 | 1,046,000 | — | 9,261,019 | — | 1,725,900 | 27,096 | 12,060,015 | | Todd Young Executive Vice President and Chief Financial Officer | 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 | | | 2021 | 580,000 | — | 2,109,014 | — | 574,200 | 28,696 | 3,291,910 | | Ellen de Brabander(1) Executive Vice President, Innovation and Regulatory | 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 | 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 | | | 2021 | 475,000 | — | 1,279,037 | — | 438,900 | 27,209 | 2,220,146 | | Timothy Bettington(2) Executive Vice President, Global Strategy and Market Development | 2023 | 486,528 | 100,000 | 1,000,008 | — | 269,591 | 197,835 | 2,053,962 |

  115. Summary Compensation Table

    | (1) Dr. de Brabander was not an NEO prior to 2022. 2023 amounts paid in Euros have been converted to USD using the average daily rate of €1 to $1.0816. 2022 amounts paid in Euros have been converted to USD using the average daily rate of €1 to $1.0533. |

  116. Summary Compensation Table

    | (2) Mr. Bettington joined Elanco in March 2023. The Bonus amount for Mr. Bettington reflects his sign-on bonus. |

  117. Summary Compensation Table

    | (3) This column shows the grant date fair value of the RSUs and PAs awarded to the NEOs in 2023, 2022 and 2021, computed in accordance with FASB ASC Topic 718, based upon the probable outcome of the performance conditions as of the grant date and the assumptions in Note 14: Stock-Based Compensation to our consolidated financial statements included in our 2023 Annual Report. The grant date fair value for PAs included in the “Stock Awards” column are based on the probable payout outcome anticipated at the time of grant which, for the PAs, was at target value. |

  118. Summary Compensation Table

    | Elanco Animal Health Incorporated | 71 | 2024 Proxy Statement |

  119. Summary Compensation Table

    The table below shows the target and maximum payouts for the 2023 PAs included in this column of the “Summary Compensation Table.”

  120. Summary Compensation Table

    | Name | Payout Date | Target Payout ($) | Maximum Payout ($) | | Mr. Simmons | February 2025 | 5,600,003 | 11,200,007 | | Mr. Young | February 2025 | 1,307,511 | 2,615,022 | | Dr. de Brabander | February 2025 | 1,021,001 | 2,042,001 | | Dr. Cabral | February 2025 | 850,006 | 1,700,012 | | Mr. Bettington | February 2025 | — | — |

  121. Summary Compensation Table

    | (4) This column includes on-cycle Elanco Non-Qualified Stock Options, granted on March 1, 2023. These options vest ratably over three years on the anniversary of the grant date, and expire 10 years after the grant date, on March 1, 2033. The grant date fair value of such awards is based upon the assumptions described in Note 14: Stock Based Compensation to Elanco’s consolidated financial statements in its Annual Report for the year ended December 31, 2023 filed by Elanco on February 26, 2024. |

  122. Summary Compensation Table

    | (5) This column shows payments under the Elanco Corporate Bonus Plan (the “Elanco Bonus Plan”) for performance in 2023, 2022 and 2021. See “Compensation Discussion and Analysis—2023 Annual Cash Incentive” above for details on 2023 payouts for the NEOs under the Elanco Bonus Plan. |

  123. Summary Compensation Table

    | (6) The amounts in this column for Messrs. Simmons and Young and Dr. Cabral, consist solely of (i) Elanco contributions to the Elanco 401(k) Plan for each NEO, which equaled $29,700 for each NEO ($19,800 of matching contributions and $9,900 of non-elective contributions) and which was consistent with the benefits available to similarly situated, U.S.-based Elanco employees; and (ii) any recognition program awards, imputed life insurance income, or Health Savings Account contributions. In addition to the aforementioned expenses, for Mr. Bettington, this amount includes $167,358 of relocation reimbursement incurred above the standard relocation package available to all Elanco U.S.-based employees. For Dr. de Brabander, this column consists solely of (i) Elanco contributions to a retirement pension, which equaled $34,478 and is consistent with benefits available to similarly situated Netherlands-based employees; and (ii) any recognition programs, imputed life insurance income, and local allowances. |

  124. Summary Compensation Table

    | Elanco Animal Health Incorporated | 72 | 2024 Proxy Statement |

  125. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table summarizes the grants of plan-based awards to the NEOs during 2023 under each of the following plans: the Elanco Bonus Plan (a non-equity incentive plan) and the Amended and Restated 2018 Stock Plan, which provides for the grant of PAs, RSUs and stock options. To receive a payout under the PAs, RSUs or to vest in stock options, a participant must remain employed with Elanco through the end of the relevant performance period or vesting date (except in the case of death, disability, retirement, or redundancy). No dividends or dividend equivalents, if any were to be declared and paid, would accrue on either the PAs or the RSUs.

  126. Grants of Plan Based Awards

    | | | Elanco Compensation and Human Capital Committee | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Award | Grant Date(2) | Approval Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Simmons | 2023 Elanco Bonus Plan | — | — | 1,560,000 | 3,120,000 | | | | | | | | | | 2023 PAs(3) | 3/1/23 | 2/24/23 | | | — | 497,336 | 994,672 | | | | 5,600,003 | | | 2023 RSUs(4) | 3/1/23 | 2/24/23 | | | | | | 248,668 | | | 2,800,002 | | | 2023 Elanco Options(5) | 3/1/23 | 2/24/23 | | | | | | | 567,952 | 11.26 | 2,800,003 | | Mr. Young | 2023 Elanco Bonus Plan | — | — | 529,120 | 1,058,240 | | | | | | | | | | 2023 PAs(3) | 3/1/23 | 2/23/23 | | | — | 116,120 | 232,240 | | | | 1,307,511 | | | 2023 RSUs(4) | 3/1/23 | 2/23/23 | | | | | | 58,060 | | | 653,756 | | | 2023 Elanco Options(5) | 3/1/23 | 2/23/23 | | | | | | | 132,607 | 11.26 | 653,753 | | Dr. de Brabander | 2023 Elanco Bonus Plan(7) | — | — | 496,824 | 993,647 | | | | | | | | | | 2023 PAs(3) | 3/1/23 | 2/23/23 | | | — | 90,675 | 181,350 | | | | 1,021,001 | | | 2023 RSUs(4) | 3/1/23 | 2/23/23 | | | | | | 45,338 | | | 510,506 | | | 2023 Elanco Options(5) | 3/1/23 | 2/23/23 | | | | | | | 103,550 | 11.26 | 510,502 | | | 2023 R&D Off-Cycle PA (9) | 10/2/23 | 8/15/23 | | | 31,935 | 45,621 | 59,308 | | | | 500,006 | | Dr. Cabral | 2023 Elanco Bonus Plan | — | — | 414,400 | 828,800 | | | | | | | | | | 2023 PAs(3) | 3/1/23 | 2/23/23 | | | — | 75,489 | 150,978 | | | | 850,006 | | | 2023 RSUs(4) | 3/1/23 | 2/23/23 | | | | | | 37,745 | | | 425,009 | | | 2023 Elanco Options(5) | 3/1/23 | 2/23/23 | | | | | | | 86,207 | 11.26 | 425,001 | | Mr. Bettington | 2023 Elanco Bonus Plan(8) | — | — | 341,255 | 682,510 | | | | | | | | | | 2023 Sign-On RSU Award(10) | 4/3/23 | 2/17/23 | | | | | | 108,109 | | | 1,000,008 |

  127. Grants of Plan Based Awards

    | (1) Target and maximum payouts for performance under the Elanco Bonus Plan. Bonus payouts range from 0% to 200% of target. The target and maximum amounts represent ECE attainments of $(769) million and $(63) million, respectively, per the plan approved by the Committee and inclusive of all aforementioned 2023 adjustments. |

  128. Grants of Plan Based Awards

    | (2) The annual grant date for Elanco awards is established in advance of the grant date by the Committee. Elanco equity awards to new hires and other off-cycle grants are generally effective on the first trading day of the quarter of the hire or approval date. |

  129. Grants of Plan Based Awards

    | (3) Represents the range of payouts for 2023 PAs. These performance awards will pay out in February 2025, with payouts ranging from 0% to 200% of target. The grant date fair value of the PAs is based on the probable payout outcome at the time of grant. The grant date fair value assuming payout at target and maximum are listed for these awards in Note 3 to the “Summary Compensation Table” above. |

  130. Grants of Plan Based Awards

    | Elanco Animal Health Incorporated | 73 | 2024 Proxy Statement |

  131. Grants of Plan Based Awards

    | (4) Represents the shares underlying the 2023 RSUs. One-third of these shares vested on March 1, 2024, one-third of these shares will vest on March 1, 2025 and the remainder of these shares will vest on March 1, 2026. |

  132. Grants of Plan Based Awards

    | (5) Represents the shares underlying the 2023 stock options. One-third of these shares vested on March 1, 2024, one-third of these shares will vest on March 1, 2025, and the remainder of these shares will vest on March 1, 2026. |

  133. Grants of Plan Based Awards

    | (6) Represents the grant date fair value of the equity awards granted in 2023 computed in accordance with FASB ASC Topic 718. For PAs, the grant date fair value is based upon the probable outcome of the performance conditions as of the grant date. See also Notes 3 and 4 of this table. |

  134. Grants of Plan Based Awards

    | (7) Amounts denominated in Euros have been converted to USD using the average daily rate of €1 to $1.0816. |

  135. Grants of Plan Based Awards

    | (8) Represents target and maximum payouts based upon pro-rated eligible earnings. |

  136. Grants of Plan Based Awards

    | (9) Represents the range of payouts for a 2023 R&D Off-Cycle PA. This PA will pay out in February 2025, with payouts ranging from 70% to 130% of target. The grant date fair value of the PAs is based on the probable payout outcome at the time of grant. The grant date fair value assuming payout at target and maximum are listed for these awards in Note 3 to the “Summary Compensation Table” above. |

  137. Grants of Plan Based Awards

    | (10) Represents the shares underlying the 2023 sign-on RSU award for Mr. Bettington when he joined Elanco. Half of the shares underlying this grant vested on April 3, 2024, and the remainder will vest on April 3, 2025. |

  138. Grants of Plan Based Awards

    | Elanco Animal Health Incorporated | 74 | 2024 Proxy Statement |

  139. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The closing price of our common stock on December 31, 2023, which was $14.90, was used to calculate the values in the table below.

  140. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name | Award | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Mr. Simmons | 2018 Stock Options(1) | 109,642 | — | 31.61 | 10/20/2028 | | | | | | | 2021 RSUs(2) | | | | | 25,288 | 376,791 | | | | | 2022 - 2023 Executive PAs(3) | | | | | | | 176,227 | 2,625,782 | | | 2022 RSUs(4) | | | | | 59,037 | 879,651 | | | | | 2022 Elanco Options(5) | 77,272 | 156,888 | 28.94 | 3/1/2032 | | | | | | | 2023 - 2024 Executive PAs(6) | | | | | | | 497,336 | 7,410,306 | | | 2023 RSUs(7) | | | | | 248,668 | 3,705,153 | | | | | 2023 Elanco Options(8) | — | 567,952 | 11.26 | 3/1/2033 | | | | | | Mr. Young | 2021 RSUs(2) | | | | | 5,329 | 79,402 | | | | | 2022 - 2023 Executive PAs(3) | | | | | | | 43,366 | 646,153 | | | 2022 RSUs(4) | | | | | 14,528 | 216,467 | | | | | 2022 Elanco Options(5) | 19,015 | 38,607 | 28.94 | 3/1/2032 | | | | | | | 2023 - 2024 Executive PAs(6) | | | | | | | 116,120 | 1,730,188 | | | 2023 RSUs(7) | | | | | 58,060 | 865,094 | | | | | 2023 Elanco Options(8) | — | 132,607 | 11.26 | 3/1/2033 | | | | | | Dr. de Brabander | 2022 - 2023 Executive PAs(3) | | | | | | | 28,992 | 431,981 | | | 2022 RSUs(4) | | | | | 9,713 | 144,724 | | | | | 2022 Elanco Options(5) | 12,712 | 25,810 | 28.94 | 3/1/2032 | | | | | | | 2023 - 2024 Executive PAs(6) | | | | | | | 90,675 | 1,351,058 | | | 2023 RSUs(7) | | | | | 45,338 | 675,536 | | | | | 2023 Elanco Options(8) | — | 103,550 | 11.26 | 3/1/2033 | | | | | | | 2023 R&D Off-Cycle PA(9) | | | | | | | 45,621 | 679,753 |

  141. Outstanding Equity Awards at December 31, 2023

    | Elanco Animal Health Incorporated | 75 | 2024 Proxy Statement |

  142. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name | Award | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Dr. Cabral | 2018 Stock Options(1) | 21,086 | — | 31.61 | 10/20/2028 | | | | | | | 2021 RSUs(2) | | | | | 3,233 | 48,172 | | | | | 2022 - 2023 Executive PAs(3) | | | | | | | 25,398 | 378,430 | | | 2022 RSUs(4) | | | | | 8,509 | 126,784 | | | | | 2022 Elanco Options(5) | 11,136 | 22,611 | 28.94 | 3/1/2032 | | | | | | | 2023 - 2024 Executive PAs(6) | | | | | | | 75,489 | 1,124,786 | | | 2023 RSUs(7) | | | | | 37,745 | 562,401 | | | | | 2023 Elanco Options(8) | — | 86,207 | 11.26 | 3/1/2033 | | | | | | Mr. Bettington | 2023 Sign-On RSUs(10) | | | | | 108,109 | 1,610,824 | | |

  143. Outstanding Equity Awards at December 31, 2023

    | (1) An award of nonqualified stock options granted after our 2018 initial public offering, which vested on October 20, 2021 and has a seven-year exercise period ending October 20, 2028. |

  144. Outstanding Equity Awards at December 31, 2023

    | (2) RSUs granted on March 1, 2021. One-third of the shares underlying this grant vested on March 1, 2022, one-third vested on March 1, 2023, and the remainder vested on March 1, 2024. |

  145. Outstanding Equity Awards at December 31, 2023

    | (3) PAs granted for the 2022-2023 performance period, to the extent earned, vested following the close of the performance period. |

  146. Outstanding Equity Awards at December 31, 2023

    | (4) RSUs granted on March 1, 2022. One-third of the shares underlying this grant vested on March 1, 2023, one-third vested on March 1, 2024, and the remainder will vest on March 1, 2025. |

  147. Outstanding Equity Awards at December 31, 2023

    | (5) Elanco nonqualified stock options granted on March 1, 2022. One-third of the options underlying this grant vested on March 1, 2023, one-third vested on March 1, 2024, and the remainder will vest on March 1, 2025. The grant expires March 1, 2032, ten years after the grant date. |

  148. Outstanding Equity Awards at December 31, 2023

    | (6) PAs ranted for the 2023-2024 performance period, to the extent earned, vested following the close of the performance period. |

  149. Outstanding Equity Awards at December 31, 2023

    | (7) RSUs granted on March 1, 2023. One-third of the shares underlying this grant vested on March 1, 2024, one-third will vest on March 1, 2025, and the remainder will vest on March 1, 2026. |

  150. Outstanding Equity Awards at December 31, 2023

    | (8) Elanco nonqualified stock options granted on March 1, 2023. One-third of the options underlying this grant vested on March 1, 2024, one-third will vest on March 1, 2025, and the remainder will vest on March 1, 2026. The grant expires March 1, 2033, ten years after the grant date. |

  151. Outstanding Equity Awards at December 31, 2023

    | (9) This award was granted to Dr. de Brabander as part of a special R&D Off-Cycle Performance Award to further incentivize upcoming regulatory milestones. The award will vest following the close of the performance period at the end of 2024. |

  152. Outstanding Equity Awards at December 31, 2023

    | (10) This award was granted to Mr. Bettington as part of his sign-on compensation package when he joined Elanco. Half of the shares underlying this grant vested on April 3, 2024, and the remainder will vest on April 3, 2025. |

  153. Outstanding Equity Awards at December 31, 2023

    | Elanco Animal Health Incorporated | 76 | 2024 Proxy Statement |

  154. Stock Vested in 2023

    Stock Vested in 2023

  155. Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Mr. Simmons | 220,609(2) | 2,434,255 | | Mr. Young | 47,177(3) | 521,100 | | Dr. de Brabander | 13,938(4) | 126,636 | | Dr. Cabral | 28,327(5) | 312,839 | | Mr. Bettington | —(6) | — |

  156. Stock Vested in 2023

    | (1) Amounts reflect the market value of Elanco’s common stock on the date of vesting. |

  157. Stock Vested in 2023

    | (2) For Mr. Simmons, this represents 11,843 shares from the third tranche of the 2020 Elanco RSUs, which vested March 2, 2023; 13,847 shares from the second tranche of the 2021 Elanco RSUs, which vested March 5, 2023; 16,415 shares from the first tranche of the 2022 Elanco RSUs, which vested March 1, 2023; and 178,504 shares from the 2021-2022 Executive PAs, which vested on March 2, 2023. |

  158. Stock Vested in 2023

    | (3) For Mr. Young, this represents 2,846 shares from the third tranche of the 2020 Elanco RSUs, which vested March 2, 2023; 2,928 shares from the second tranche of the 2021 Elanco RSUs, which vested March 1, 2023; 3,797 shares from the first tranche of the 2022 Elanco RSUs, which vested March 1, 2023; and 37,606 shares from the 2021-2022 Executive PAs, which vested on March 2, 2023. |

  159. Stock Vested in 2023

    | (4) For Dr. de Brabander, this represents 2,415 shares from the first tranche of the 2022 Elanco RSUs, which vested March 1, 2023, and 11,523 shares from the second tranche of her 2021 Sign-On RSU Award, which vested November 1, 2023. |

  160. Stock Vested in 2023

    | (5) For Dr. Cabral this represents 1,686 shares from the third tranche of the 2020 Elanco RSUs, which vested March 2, 2023; 1,694 shares from the second tranche of the 2021 Elanco RSUs, which vested March 1, 2023; 2,141 shares from the first tranche of the 2022 Elanco RSUs, which vested March 1, 2023; and 22,806 shares from the 2021-2022 Executive PAs, which vested on March 2, 2023. |

  161. Stock Vested in 2023

    | (6) Mr. Bettington did not have any shares vest in 2023. |

  162. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  163. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(1) | | Dr. Cabral | — | 26,436 | (66,430) | 539,308 |

  164. Nonqualified Deferred Compensation

    The “Nonqualified Deferred Compensation” table above shows information about the Elanco Deferred Compensation Plan. Our executives may defer receipt of all or part of their cash bonus under the Elanco Deferred Compensation Plan. Of the NEOs, only Dr. Cabral participates in the Elanco Deferred Compensation Plan. Amounts deferred by executives under the plan are credited with interest at 120% of the applicable federal long-term rate as established the preceding December by the U.S. Treasury Department under Section 1274(d) of the Code, with monthly compounding. Deferral elections for bonuses earned in 2023, payable in 2024, were made in the fourth quarter of 2022. Participants may elect to receive the funds in a lump sum or in up to ten annual installments following termination of employment, or may elect in-service distributions payable in a lump sum or in up to five annual installments as early as the second year after the end of the plan year in which they were deferred. Once a distribution schedule is elected, it may not be cancelled or accelerated, except in the event of hardship as approved by the committee. All deferral elections and associated distribution schedules are irrevocable. The Elanco Deferred Compensation Plan is unfunded and amounts deferred under the plan are subject to forfeiture in the event of our bankruptcy.

  165. Nonqualified Deferred Compensation

    | Elanco Animal Health Incorporated | 77 | 2024 Proxy Statement |

  166. Nonqualified Deferred Compensation

    In the fourth quarter of 2023, Elanco opened enrollment for an enhanced and expanded Non-Qualified Deferred Compensation Plan, which will apply to compensation earned in 2024. We elected to augment our existing plan to both ensure that our executive benefits offerings were competitive relative to the broader market and to further reinforce our ownership culture. Additional plan features include expanded deferral sources, increased investment options, and a company stock match enhancement. Participants had the option to defer 2024 compensation of up to 70% of their base pay, 100% of their bonus, and any full-value equity awards. Base and bonus deferrals were eligible for expanded investment options, including a notional 401(k)-style fund menu and notional Elanco stock. Deferrals made into Elanco stock will receive a 1:1 company match up to 6% of a participant’s base and bonus pay. We believe that this company match enhancement, which cliff vests two years after the end of a given plan year, aligns the interests of our senior leaders with shareholders while also helping to retain key talent.

  167. Payments Upon Termination or Change in Control (As of December 31, 2023)

    Payments Upon Termination or Change in Control (As of December 31, 2023) The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which the applicable NEOs would have been entitled upon a hypothetical termination of employment on December 31, 2023, in the circumstances described in the table. The closing price of our common stock on December 31, 2023, which was $14.90, was used to calculate the values in the table below. The narrative following the tabular disclosure below contains more detail on the treatment of certain equity awards upon a qualifying termination (defined as a termination due to death, disability, site or plant closing, or restructuring) of employment for the NEOs. Other than the payments and benefits described below, any agreement to provide severance payments or benefits would be at the discretion of the committee. These severance benefits are contingent upon each executing a release of claims in favor of Elanco and agreeing to certain other customary post-employment covenants, except in the case of death.

  168. Payments Upon Termination or Change in Control (As of December 31, 2023)

    | Elanco Animal Health Incorporated | 78 | 2024 Proxy Statement |

  169. Payments Upon Termination or Change in Control (As of December 31, 2023)

    | | Cash Severance Payment(1) ($) | Continuation of Medical / Welfare Benefits (present value) ($) | Value of Acceleration of Equity Awards ($) | Total Termination Benefits ($) | | Mr. Simmons | | | | | | Termination due to death | — | — | 13,359,876(2) | 13,359,876 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 5,520,000 | 65,810(3) | 8,589,295(2) | 14,175,105 | | Non-qualified discharge not in connection with change in control | 5,520,000 | 65,810(3) | —(4) | 5,585,810 | | Qualifying termination in connection with change in control | 5,520,000 | 51,302(5) | 17,065,030(6) | 22,636,331 | | Mr. Young | | | | | | Termination due to death | — | — | 3,154,900(2) | 3,154,900 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,190,520 | 32,324(3) | 2,036,900(2) | 3,259,744 | | Non-qualified discharge not in connection with change in control | 1,190,520 | 32,324(3) | —(4) | 1,222,844 | | Qualifying termination in connection with change in control | 2,381,040 | 50,510(5) | 4,019,994(6) | 6,451,544 | | Dr. de Brabander(7) | | | | | | Termination due to death | — | — | 2,644,583(2) | 2,644,583 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,206,571 | — | 1,796,203(2) | 3,002,775 | | Non-qualified discharge not in connection with change in control | 1,206,571 | — | —(4) | 1,206,571 | | Qualifying termination in connection with change in control | 2,413,143 | 5,452(5) | 3,659,973(6) | 6,078,568 | | Dr. Cabral | | | | | | Termination due to death | — | — | 1,991,980(2) | 1,991,980 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,006,400 | 33,317(3) | 1,273,965(2) | 2,313,682 | | Non-qualified discharge not in connection with change in control | 1,006,400 | 33,317(3) | —(4) | 1,039,717 | | Qualifying termination in connection with change in control | 2,012,800 | 51,999(5) | 2,554,366(6) | 4,619,165 | | Mr. Bettington | | | | | | Termination due to death | — | — | 1,610,824(2) | 1,610,824 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,054,000 | 33,317(3) | 598,563(2) | 1,685,880 | | Non-qualified discharge not in connection with change in control | 1,054,000 | 33,317(3) | —(4) | 1,087,317 | | Qualifying termination in connection with change in control | 2,108,000 | 51,999(5) | 1,610,824(6) | 3,770,823 |

  170. Payments Upon Termination or Change in Control (As of December 31, 2023)

    | (1) As of December 31, 2023, the NEOs were entitled to severance under the Elanco Change in Control Severance Pay Plan for Select Employees or upon an involuntary termination without cause under the Elanco Executive Severance Plan. |

  171. Payments Upon Termination or Change in Control (As of December 31, 2023)

    | (2) For Mr. Simmons, the amount includes 2021 RSUs, 2022 – 2023 PAs, 2022 RSUs, 2022 stock options, 2023 – 2024 PAs, 2023 RSUs, and 2023 stock options. For Mr. Young, the amount includes 2021 RSUs, 2022 – 2023 PAs, 2022 RSUs, 2022 stock options, 2023 - 2024 PAs, 2023 RSUs, and 2023 stock options. For Dr. de Brabander, the amount includes 2022 – 2023 PAs, 2022 RSUs, 2022 stock options, 2023 - 2024 PAs, 2023 RSUs, and 2023 stock options. For Dr. Cabral, the amount includes 2021 RSUs, 2022 – 2023 PAs, 2022 RSUs, 2022 stock options, 2023 – 2024 PAs, 2023 RSUs, and 2023 stock options. For Mr. Bettington, the amount includes 2023 sign-on RSUs. The value of all PAs are based on target level of performance. |

  172. Payments Upon Termination or Change in Control (As of December 31, 2023)

    | (3) See “Elanco Executive Severance Plan” below for a discussion of payments following a termination not related to a change in control. |

  173. Payments Upon Termination or Change in Control (As of December 31, 2023)

    | (4) Termination due to performance is not considered a qualifying termination under the 2018 Stock Plan and the applicable grant agreements. |

  174. Payments Upon Termination or Change in Control (As of December 31, 2023)

    | (5) See “Elanco Executive Change in Control Severance Pay Plan for Select Employees” below for a discussion of payments following a change in control. |

  175. Payments Upon Termination or Change in Control (As of December 31, 2023)

    | (6) Includes the acceleration of RSUs, PAs, stock options and sign-on RSUs, as applicable, upon the event of certain qualifying terminations following a change in control. The value of all PAs are based on target level of performance. |

  176. Payments Upon Termination or Change in Control (As of December 31, 2023)

    | (7) Amounts paid in Euros have been converted to USD using the average daily rate of €1 to $1.0816. |

  177. Payments Upon Termination or Change in Control (As of December 31, 2023)

    | Elanco Animal Health Incorporated | 79 | 2024 Proxy Statement |

  178. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our President and CEO, Jeffrey Simmons. We have identified our median employee, using our employee population on December 31, 2023, by use of a “consistently applied compensation measure” or “CACM.” We chose a CACM that closely approximates the annual total direct compensation of our non-contingent employees. Specifically, we identified the median employee by looking at annual base pay, bonus opportunity at target and the grant date fair value for standard equity awards. We then identified the median paid employee and calculated his or her total annual compensation in accordance with the requirements of the “Summary Compensation Table” above. We used the same median employee in 2023 as we did in 2022, because we believe there has not been any change in our employee population or employment compensation arrangements that we believe would significantly alter our pay ratio calculation. In applying the CACM, we did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis and we chose not to include one-time equity awards when choosing the median employee, since the grant of such awards is not a recurring event. We also chose not to exclude any employees when determining our median employee. For 2023, the annual total compensation of our median employee was $67,459. Mr. Simmons’ annual total compensation for 2023, as reported in the “Summary Compensation Table” above, was $13,663,169. The ratio of Mr. Simmons’ total compensation to the median employee’s total compensation was 203:1.

  179. CEO Pay Ratio

    | Elanco Animal Health Incorporated | 81 | 2024 Proxy Statement |

  180. CEO Pay Ratio

    | Pay Versus Performance |

  181. Pay Versus Performance Tables

    Pay Versus Performance Tables As required by the Dodd-Frank Wall Street Reform, Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive officer “compensation actually paid” (“CAP”) and certain Company financial performance metrics. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation shown in the Summary Compensation Table (“SCT”) on page 71. See below for a reconciliation of the total compensation shown in the SCT to CAP. The Compensation and Human Capital Committee makes executive compensation decisions independent of SEC disclosure requirements and reviews a variety of Company-wide and individual factors to link CAP to our Company and executive performance. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” above.

  182. Pay Versus Performance Tables

    | | | | Average Summary Comp. Table Total for non-CEO NEOs ($)(1)(2) | Average Comp. Actually Paid to non-CEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Comp. Table Total for CEO ($)(1)(2) | Comp. Actually Paid to CEO ($)(1)(2) | | | Total Shareholder Return ($)(3) | S&P 500 Pharmaceuticals Index TSR ($)(3)(4) | Net Income (Loss) ($) | Adjusted EBITDA ($)(5) | | 2023 | 13,663,169 | 17,319,899 | 3,028,792 | 3,573,716 | 51 | 137 | (1,231,000,000) | 979,000,000 | | 2022 | 12,713,632 | (2,017,094) | 2,782,450 | 863,887 | 41 | 136 | (78,000,000) | 1,017,000,000 | | 2021 | 12,060,015 | 16,525,957 | 3,202,470 | 3,753,652 | 96 | 126 | (483,000,000) | 1,059,000,000 | | 2020 | 8,958,820 | 9,320,037 | 2,151,684 | 2,175,973 | 104 | 108 | (574,000,000) | 529,000,000 |

  183. Pay Versus Performance Tables

    | (1) For 2023, the CEO was our Chief Executive Officer Mr. Jeffrey Simmons, and the other NEOs were Mr. Todd Young- Executive Vice President and Chief Financial Officer; Dr. Ellen de Brabander- Executive Vice President, Innovation and Regulatory; Dr. Ramiro Cabral- Executive Vice President, Elanco International; and Mr. Tim Bettington, Executive Vice President, Global Strategy and Market Development. |

  184. Pay Versus Performance Tables

    For 2022, the CEO was our Chief Executive Officer Mr. Jeffrey Simmons, and the other NEOs were Mr. Todd Young- Executive Vice President and Chief Financial Officer; Dr. Ellen de Brabander- Executive Vice President, Innovation, Regulatory, and Business Development; Dr. Ramiro Cabral- Executive Vice President, Elanco International; and Mr. Bobby Modi, Executive Vice President, U.S. Pet Health and Global Digital Transformation. For 2021, the CEO was our Chief Executive Officer Mr. Jeffrey Simmons, and the other NEOs were Mr. Todd Young- Executive Vice President and Chief Financial Officer; Mr. Aaron Schacht- Former Executive Vice President, Innovation, Regulatory, and Business Development; Ms. Joyce Lee- Former Executive Vice President, U.S. Pet Health and Commercial Operations; and Dr. Ramiro Cabral- Executive Vice President, Elanco International. For 2020, the CEO was our Chief Executive Officer Mr. Jeffrey Simmons, and the other NEOs were Mr. Todd Young- Executive Vice President and Chief Financial Officer; Mr. Aaron Schacht- Former Executive Vice President, Innovation, Regulatory, and Business Development; Sarena Lin- Former Executive Vice President, Transformation and Technology; and Michael Bryant-Hicks- Former Executive Vice President, General Counsel and Corporate Secretary.

  185. Pay Versus Performance Tables

    | Elanco Animal Health Incorporated | 82 | 2024 Proxy Statement |

  186. Pay Versus Performance Tables

    | (2) A reconciliation of Total Compensation from the SCT to CAP to our CEO and the average of our Other NEOs is shown below. No dividends are paid on Elanco stock, so the table below does not include any reconciliation related to dividends paid in the years prior to vesting. Our NEOs do not participate in any pension plans, so the reconciliation covers equity awards only. |

  187. Pay Versus Performance Tables

    | | 2023 | | | Adjustments(a) | CEO ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 13,663,169 | 3,028,792 | | Adjustments for stock and option awards: | | | | Deduct: SCT amount of Stock and Option awards | (11,200,008) | (1,964,264) | | Add: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 14,502,230 | 2,460,549 | | Add/Deduct: The difference between Year-over-year change in fair value of awards from the end of the granted in prior fiscal year(s) to the end of the applicable fiscal year that are outstanding and unvested at year end | 845,183 | 113,545 | | Add: Change in fair value as of the vesting date (from the end of the prior fiscal year to the vesting date) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | (490,675) | (64,905) | | Compensation Actually Paid (as calculated) | 17,319,899 | 3,573,716 |

  188. Pay Versus Performance Tables

    | (a) All equity awards used to determine compensation actually paid to NEOs were re-valued according to FASB ASC Topic 718 and use materially consistent methodologies and assumptions as those used for purposes of grant date fair values reported in the SCT. |

  189. Pay Versus Performance Tables

    | (3) Total shareholder return (“TSR”) is calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2019 (the last trading day of 2019) through and including the end of the fiscal year for each year reported in the table. |

  190. Pay Versus Performance Tables

    | (4) For 2023, we have elected to begin using our 10-K peer group of the S&P 500 Pharmaceuticals Index to provide additional clarity and consistency across our external reporting. The peer group used above and in the graphical displays is the S&P 500 Pharmaceuticals Index. In our prior year Pay Versus Performance disclosure, the TSR calculation reflected the peer group used for executive benchmarking purposes as disclosed in the "Compensation Discussion and Analysis" for the relevant years. As a means of comparison, the peer groups used for the prior year's TSR Pay vs Performance calculations and their respective returns are displayed below, as is the 2023 peer group and its TSR. |

  191. Pay Versus Performance Tables

    For 2023, the peer group consists of Agilent Technologies, Inc.; Baxter International Inc.; Boston Scientific Corporation; Charles River Laboratories International, Inc.; DENTSPLY SIRONA Inc.; Edwards Lifesciences Corporation; Hologic, Inc.; Horizon Therapeutics; IDEXX Laboratories, Inc.; Incyte Corporation; Jazz Pharmaceuticals plc; Perrigo Company plc; Regeneron Pharmaceuticals, Inc.; STERIS plc; Vertex Pharmaceuticals, Inc.; Zimmer Biomet Holdings, Inc.; and Zoetis Inc. For 2022, the peer group consisted of Agilent Technologies, Inc.; Alexion Pharmaceuticals, Inc.; Baxter International Inc.; Boston Scientific Corporation; Charles River Laboratories International, Inc.; DENTSPLY SIRONA Inc.; Edwards Lifesciences Corporation; Endo International plc; Hologic, Inc.; IDEXX Laboratories, Inc.; Incyte Corporation; Jazz Pharmaceuticals plc; Perrigo Company plc; Regeneron Pharmaceuticals, Inc.; STERIS plc; Varian Medical Systems, Inc.; Vertex Pharmaceuticals, Inc.; Zimmer Biomet Holdings, Inc.; and Zoetis Inc. For 2021, the peer group consisted of Agilent Technologies, Inc.; Alexion Pharmaceuticals, Inc.; Baxter International Inc.; Boston Scientific Corporation; Charles River Laboratories International, Inc.; DENTSPLY SIRONA Inc.; Edwards Lifesciences Corporation; Endo International plc; Hologic, Inc.; IDEXX Laboratories, Inc.; Incyte Corporation; Jazz Pharmaceuticals plc; Perrigo Company plc; Regeneron Pharmaceuticals, Inc.; STERIS plc; Varian Medical Systems, Inc.; Zimmer Biomet Holdings, Inc.; and Zoetis Inc. For 2020, the peer group consisted of Agilent Technologies, Inc.; Alexion Pharmaceuticals, Inc.; BioMarin Pharmaceutical Inc.; Bio-Rad Laboratories, Inc.; DENTSPLY SIRONA Inc.; Edwards Lifesciences Corporation; Endo International plc; Hologic, Inc.; IDEXX Laboratories, Inc.; Incyte Corporation; Jazz Pharmaceuticals plc; Mettler-Toledo International Inc.; PerkinElmer, Inc.; Perrigo Company plc; STERIS plc; United Therapeutics Corporation; Varian Medical Systems, Inc.; West Pharmaceutical Services, Inc.; and Zoetis Inc. Returns for the 2020 peer group over the four-year period would have been $132, $156, $113, and $120 for 2020, 2021, 2022, and 2023, respectively. Returns for the 2021 peer group over the four-year-year period would have been $118, $133, $106, and $119 for 2020, 2021, 2022, and 2023, respectively. Returns for the 2022 peer group over the four-year-year period would have been $115, $139, $117, and $136 for 2020, 2021, 2022, and 2023, respectively. Returns for the 2023 peer group over the four-year-year period would have been $125, $151, $117, and $133 for 2020, 2021, 2022, and 2023, respectively.

  192. Pay Versus Performance Tables

    | Elanco Animal Health Incorporated | 83 | 2024 Proxy Statement |

  193. Pay Versus Performance Tables

    A comparison of our TSR, the TSR of our executive benchmarking peer group adjusted for each respective year's group, and the S&P 500 Pharmaceuticals TSR is below:

  194. Pay Versus Performance Tables

    | TSR | ELAN ($) | Executive Benchmarking Peer Group ($) | S&P 500 Pharmaceuticals ($) | | 2023 | 51 | 142 | 137 | | 2022 | 41 | 126 | 136 | | 2021 | 96 | 149 | 126 | | 2020 | 104 | 132 | 108 |

  195. Pay Versus Performance Tables

    | (5) For 2023, the most important metric in determining CAP to our executive officers was our TSR, as a 22% increase in our share price was the primary driver in our year-over-year change in CAP. Because approximately 70% of our NEO and CEO's total on-target earnings is at-risk stock-based compensation, our executives’ CAP is closely aligned with the returns of our shareholders. However, because TSR is already reported in the table, we have identified our Company Selected Measure as Adjusted EBITDA. This measure was selected because it is a critical component embedded in the metrics of both our 2023 Annual Cash Incentive program as well as our 2022 and 2023 Performance Awards. For 2023, the combination of our Annual Cash Incentive and Performance Awards at target made up nearly half of at-target NEO compensation, so changes in Adjusted EBITDA have a material impact on resulting multiples in both metrics, impacting CAP to our executives. The full reconciliation between our GAAP Net Income and Adjusted EBITDA can be found in Appendix A: “Reconciliation of GAAP Reported to Selected Non-GAAP Adjusted Information.” |