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

DEF 14A of Elanco Animal Health Inc

Filed Mar 27, 2025 · FY20240001739104-25-000030

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

  3. Director Nominee and Continuing Director Highlights

    Director Nominee and Continuing Director Highlights

  4. Director Nominee and Continuing Director Highlights

    | Elanco Animal Health Incorporated | 2 | 2025 Proxy Statement |

  5. Director Nominee and Continuing Director Highlights

    | Table of Contents | Proxy Summary |

  6. 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 varied 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 by, and other information about, our nominees and continuing directors are shown below. CLASS I DIRECTORS – TERMS EXPIRING AT THE ANNUAL MEETING; NOMINEES FOR TERMS EXPIRING IN 2026

  7. 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 practices | | | Age: 71 Independent Director since: September 2018 | | | | BOARD COMMITTEES Audit (Chair) Corporate Governance | | | | QUALIFICATIONS | |

  8. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 13 | 2025 Proxy Statement |

  9. Our Director Nominees and Continuing Directors

    | Proposal No. 1 | Table of Contents |

  10. 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 •Principal investor, 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 OTHER CURRENT PUBLIC COMPANY BOARDS •Endo, Inc. (since 2024) •Grifols, S.A. (since 2024) KEY QUALIFICATIONS •Animal Health/Health Care Industry more than 20 years' experience serving in leadership positions at MedPointe, Warner Chilcott, Zoetis, and Bausch Health •Finance and Accounting expertise developed through decades 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, 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, 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: 69 Independent Director since: December 2020 | | | | BOARD COMMITTEES Audit Finance, Strategy and Oversight | | | | QUALIFICATIONS | |

  11. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 14 | 2025 Proxy Statement |

  12. Our Director Nominees and Continuing Directors

    | Table of Contents | Proposal No. 1 |

  13. Our Director Nominees and Continuing Directors

    CLASS II DIRECTORS – TERMS EXPIRING IN 2026

  14. 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 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 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 Lilly •M&A and Business Development expertise gained executing numerous transactions while at Lilly, including playing a leading role in the separation of Elanco from Lilly and subsequent listing of Elanco on the NYSE as an independent public company | | | Age: 62 Independent Director since: September 2018 | | | | BOARD COMMITTEES Audit Corporate Governance (Chair) Innovation, Science and Technology | | | | QUALIFICATIONS | |

  15. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 15 | 2025 Proxy Statement |

  16. Our Director Nominees and Continuing Directors

    | Proposal No. 1 | Table of Contents |

  17. 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 | | | Age: 79 Independent Director since: September 2018 | | | | BOARD COMMITTEES Compensation and Human Capital Corporate Governance | | | | QUALIFICATIONS | |

  18. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 16 | 2025 Proxy Statement |

  19. Our Director Nominees and Continuing Directors

    | Table of Contents | Proposal No. 1 |

  20. 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: 68 Independent Director since: March 2019 | | | | BOARD COMMITTEES Corporate Governance Innovation, Science and Technology (Chair) | | | | QUALIFICATIONS | |

  21. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 17 | 2025 Proxy Statement |

  22. Our Director Nominees and Continuing Directors

    | Proposal No. 1 | Table of Contents |

  23. Our Director Nominees and Continuing Directors

    | | | | | | | Lawrence Kurzius | | | | EXPERIENCE •McCormick & Company, Inc., a global Fortune 500 food company (since 2005) -Executive Chairman (2023 - 2024) -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 AND PRIOR PUBLIC COMPANY BOARDS •The Cooper Companies, Inc. (since 2023) •McCormick & Company, Inc. (2015 - 2025), Executive Chairman (2023 - 2024), 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 | | | Chairman Age: 67 Independent Director since: September 2018 | | | | BOARD COMMITTEES None | | | | QUALIFICATIONS | |

  24. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 18 | 2025 Proxy Statement |

  25. Our Director Nominees and Continuing Directors

    | Table of Contents | Proposal No. 1 |

  26. Our Director Nominees and Continuing Directors

    | | | | | | | Kirk McDonald | | | | EXPERIENCE •Founding member and Chief Executive Officer at Sundial Media Group, a virtually integrated media, technology and experiential company (since 2024) •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 for media and advertising solutions, resulting in experience with digital and emerging technologies; recognized by AdWeek for his digital expertise as 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: 58 Independent Director since: March 2019 | | | | BOARD COMMITTEES Compensation and Human Capital (Chair) Innovation, Science and Technology | | | | QUALIFICATIONS | |

  27. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 19 | 2025 Proxy Statement |

  28. Our Director Nominees and Continuing Directors

    | Proposal No. 1 | Table of Contents |

  29. Our Director Nominees and Continuing Directors

    CLASS III DIRECTORS – TERMS EXPIRING IN 2027

  30. 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: 64 Independent Director since: May 2019 | | | | BOARD COMMITTEES Audit Finance, Strategy and Oversight | | | | QUALIFICATIONS | |

  31. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 20 | 2025 Proxy Statement |

  32. Our Director Nominees and Continuing Directors

    | Table of Contents | Proposal No. 1 |

  33. Our Director Nominees and Continuing Directors

    | | | | | | | Stacey Ma, Ph.D | | | | EXPERIENCE •Executive Vice President of Pharmaceutical Development and Manufacturing, Gilead Sciences, Inc., a research-based biopharmaceutical company focused on the discovery, development and commercialization of innovative medicines (since 2022) •Executive Vice President of Technical Operations, Sana Biotechnology, a biotechnology company focused on utilizing engineered cells as medicines (2019-2022) •Genentech, Inc., an American biotechnology company and member of the Roche Group (1996 - 2019) -Global Head of Innovation, Manufacturing Science and Technology (2018 - 2019) -Roles of increasing responsibility, including Vice President, Global Head of IMP Quality, Pharma Technical Development PRIOR PUBLIC COMPANY BOARDS •Atreca, Inc. (2021-2024) KEY QUALIFICATIONS •Animal Health/Health Care Industry experience gained through nearly 30 years of experience in the health care industry, including with Gilead Sciences, Inc., Sana Biotechnology, and Genentech, Inc. •Business Leadership and Operations leader with extensive experience in product and supply chain management, manufacturing, and quality operations •Research and Development/Innovation expertise developed by leading technology innovation and product development at leading human pharmaceutical companies •Legal, Public Policy, and Regulatory experience gained through leadership of CMC regulatory functions as multiple global companies | | | Age: 55 Independent Director since: November 2024 | | | | BOARD COMMITTEES Innovation, Science and Technology | | | | QUALIFICATIONS | |

  34. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 21 | 2025 Proxy Statement |

  35. Our Director Nominees and Continuing Directors

    | Proposal No. 1 | Table of Contents |

  36. 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 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: 65 Independent Director since: March 2019 | | | | BOARD COMMITTEES Compensation and Human Capital Innovation, Science and Technology | | | | QUALIFICATIONS | |

  37. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 22 | 2025 Proxy Statement |

  38. Our Director Nominees and Continuing Directors

    | Table of Contents | Proposal No. 1 |

  39. 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 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 transactions 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 Lilly | | | Age: 57 Director since: September 2018 | | | | BOARD COMMITTEES Finance, Strategy and Oversight | | | | QUALIFICATIONS | |

  40. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 23 | 2025 Proxy Statement |

  41. Our Director Nominees and Continuing Directors

    | Corporate Governance |

  42. 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.

  43. Board Experience and Tenure

    Board Experience and Tenure Our Board is committed to building a Board consisting of directors with varied 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. Our current 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 2019, when Lilly exited its remaining ownership in Elanco. In December 2020, we enhanced our Board by adding another director 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 three additional animal health and healthcare industry leaders and executives to our Board. The two Class I directors we have nominated for re-election at the Annual Meeting have an average tenure of six years and our current Board has an average tenure of approximately 5.2 years. Our Corporate Governance Guidelines state that there is no limit on the number of terms for which a director may be elected and that our Board does not endorse arbitrary term limits on directors’ service. However, our Corporate Governance Guidelines also state that our Board does not believe in automatic re-nomination of directors and that the annual self-evaluation process described in “—Board Evaluations” below will be an important determinant for continuing service.

  44. Other Information

    | Non-Employee Director Compensation |

  45. Other Information

    | Table of Contents | Non-Employee Director Compensation |

  46. Other Information

    | Non-Employee Director Compensation | Table of Contents |

  47. Other Information

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | Kapila Anand | 115,000 | 240,012 | 355,012 | | John Bilbrey | 106,000 | 240,012 | 346,012 | | William Doyle | 90,000 | 240,012 | 330,012 | | Art Garcia | 90,000 | 240,012 | 330,012 | | Michael Harrington | 99,363 | 240,012 | 339,375 | | Paul Herendeen | 90,000 | 240,012 | 330,012 | | David Hoover | 158,863 | 240,012 | 398,875 | | Deborah Kochevar | 106,000 | 240,012 | 346,012 | | Lawrence Kurzius | 186,071 | 240,012 | 426,083 | | Stacey Ma | 12,473 | 33,540 | 46,013 | | Kirk McDonald | 101,703 | 240,012 | 341,715 | | Denise Scots-Knight | 90,000 | 240,012 | 330,012 | | Kathleen Turner | 67,500 | 182,800 | 250,300 | | Craig Wallace | 67,500 | 182,800 | 250,300 |

  48. Executive Compensation Philosophy and Practices

    Executive Compensation Philosophy and Practices The purpose of our compensation philosophy is to ensure alignment between our executives and shareholders. Our compensation program is designed to achieve the following three objectives: •Attract, retain, motivate and reward top talent. Our program is competitive with the market and has clear line-of-sight to financial and operational goals that support the business strategy of innovation and profitable growth. •Pay for performance. Our program provides the opportunity to earn above median compensation if superior results are achieved and below median compensation if below target results are achieved. If the threshold performance is not met, no performance-related compensation is paid. •Create sustained, long-term shareholder value. Our program emphasizes sustainable performance and is heavily weighted toward equity awards, such that executives’ interests are aligned with shareholders' interests. We achieve these objectives by: •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. •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. ◦Certain situations may result in target compensation exceeding the market median, including demonstrated consistent high levels of performance, or scarcity of talent for a critical role where there is a need to offer a more competitive compensation package to attract such scarce talent •Designing a compensation program that is more heavily weighted toward equity, as compared to the median of the market for allocation between equity and cash, to promote an ownership mentality and ensure shareholder alignment. •Promoting a team-based approach through the alignment of pay with Elanco’s results while enabling leadership to differentiate pay throughout the year to recognize performance. •Requiring that senior executives maintain a meaningful stock ownership interest to align their financial interests with those of shareholders. •Limiting perquisites and other non-performance-based elements of compensation. •Ensuring the program does not incentivize excessive risk taking. •Considering shareholder feedback through annual say-on-pay results, regular shareholder engagement and other sources when designing our compensation and benefit program. •Designing the program with consideration of the industry in which we operate and the impact of market conditions.

  49. Executive Compensation Philosophy and Practices

    | What We Do | | What We Don't Do | | | | Balance short- and long-term strategic objectives and directly link compensation to shareholder value | | No pay design features that may have the potential to encourage excessive risk-taking | | | Tie more than 90% of target CEO compensation to financial performance, stock price performance or both | | No excise tax gross-ups on NEO compensation | | | Maintain robust stock ownership guidelines for NEOs and senior management | | No employment agreements with any NEO | | | Maintain robust clawback policies – one policy applicable to former and current executive officers addressing restatements in accordance with the NYSE’s new requirements (which applies regardless of whether there is any misconduct) and one continuing policy extending from executive officers down to the vice president level addressing both misconduct and restatements | | No hedging or pledging of our securities by any NEO | | | | | No single trigger change in control vesting or payments | | | Engage at least annually with shareholders to obtain feedback on executive compensation and other matters | | No repricing of stock options without shareholder approval | | | Engage an independent compensation consultant that performs no other work for us or our senior management | | No supplemental executive retirement, health or insurance benefits for NEOs | | | | | No significant perquisites | | | | | No guaranteed short-term incentives or equity awards | | | | | No dividends or dividend equivalents paid on unvested equity awards |

  50. Executive Compensation Process

    Company performance is considered in two ways: (1) in setting annual compensation, a comparison is made to overall company performance in the prior year based on a variety of metrics and (2) in determining achievement of final bonus compensation, company performance is 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. At the time of our initial separation from Lilly and our subsequent acquisition of Bayer's animal health business, most of our executive officers received compensation significantly below our peer group medians due to their roles in a newly independent public company. At this time, the Committee utilized a "glidepath" approach to gradually bring these executives' compensation to market levels. In 2023, we reached the culmination of this glidepath trajectory for Elanco's tenured executive officers, with all officers receiving target total compensation at or near peer median levels. The Committee may use a similar glidepath approach for future executive officers who are new in role and are still establishing their individual performance records. Finally, the Committee determines the specific metrics to be used to measure company performance for purposes of the annual cash incentive program and long-term performance share awards. The specific metrics selected for 2024 are described further in “—2024 NEO Compensation” below. The Committee believes that the use of certain non-GAAP metrics, such as Adjusted EBITDAR, which is Adjusted EBITDA plus research and development expense, excluding depreciation, to measure company performance is appropriate because it aligns pay with performance objectives that are commonly used by shareholders and other members of the investment community to evaluate our performance and it helps avoid inappropriate windfalls or penalties due to factors outside of management’s control. Both the goals and the financial performance are presented on a consistent non-GAAP basis. ROLE OF SHAREHOLDERS We are committed to continued engagement with our shareholders on various corporate governance topics, including executive compensation and related trends. Annually, we provide shareholders with the opportunity to cast an advisory vote on the compensation of NEOs. The Committee considers the feedback we receive during shareholder engagements, as well as the results of say-on-pay votes, when reviewing our executive compensation program. At the 2024 annual meeting of shareholders, 93% of the votes cast supported the say-on-pay proposal, which we believe signals strong shareholder alignment with our executive compensation approach. The Committee continues to carefully evaluate the design of our compensation program and is guided by the Board’s strategy for long-term shareholder value creation and taking shareholder feedback into consideration. For more information about our shareholder engagement efforts, see “Corporate Governance—Shareholder Outreach” above. ROLE OF THE COMPENSATION CONSULTANT The Committee directly engages an independent compensation consultant, WTW, that reports directly to the Chair of the Committee. The consultant meets regularly and as needed with the Committee and has direct access to the Chair during and between meetings. Among other duties, the consultant advises the Committee on competitive pay practices, assists with the determination of the peer group for compensation purposes and provides and analyzes compensation levels relative to market benchmarks. During 2024, WTW performed no other services for us or our executive officers outside of its engagement with the Committee. The Committee has the sole authority to retain and terminate its independent compensation consultant and approve its fees, which the Company pays. The Committee also considers the independence of the consultant in accordance with SEC and NYSE rules, and has concluded that nothing precludes WTW from independently advising the Committee.

  51. Executive Compensation Process

    ROLE OF THE CHIEF EXECUTIVE OFFICER AND SENIOR MANAGEMENT The Committee also works with Mr. Simmons, our Chief Executive Officer, as well as our Executive Vice President, Human Resources, Corporate Communications and Administration and other members of senior management, to oversee our executive compensation program. At the Committee’s request, Mr. Simmons plays a key role in the process as it relates to executive officers other than himself, which includes the following: •recommending adjustments to annual base salaries and target annual cash incentive amounts; •recommending equity incentive awards under our long-term incentive plan; and •preparing an evaluation of each executive officer, including achievement of set objectives. The Committee considers Mr. Simmons’ evaluation and his direct knowledge of each NEO’s performance and contributions when making compensation decisions. However, Mr. Simmons is not present during Committee voting or deliberations regarding his own compensation, and the Committee solely determines and approves (subject to ratification by the independent members of our Board) each element of Mr. Simmons’ compensation. 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: •Base Salary •Annual Cash Incentive •Long-Term Incentives (equity) •Executive Program Design •Industry Trend Analysis For 2024 executive compensation benchmarking, the Committee used a peer group selected in 2023 with median revenues of $4.1 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 2024 executive compensation benchmarking.

  52. 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 2024, the Committee revised the peer group to remove Horizon Therapeutics because it was acquired in 2023 and thus did not release a proxy statement for that fiscal year. The Committee added Bausch Health Companies and Biogen to increase the representation of biotech and pharmaceutical companies in Elanco's peer group, as the Committee feels that these industries are comparable to Elanco and require similar talent. This updated peer group of 18 companies will be the peer group used for 2025 executive compensation benchmarking.

  53. 2024 NEO Compensation

    2024 NEO Compensation Our executive pay program consists of three primary components: ANNUAL BASE SALARY •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. •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. ANNUAL CASH INCENTIVE •Performance-based and determined by achievement of a change in Elanco Cash Earnings (as defined below) from the prior year. •To provide focus and reward for the achievement of short-term financial goals that drive shareholder value and support our long-term strategy. LONG-TERM EQUITY INCENTIVE AWARDS •Performance Awards ("PAs") - 50% of total equity incentive award opportunity: These performance-based restricted stock unit 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. •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. •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. •To provide an incentive for delivering long-term shareholder value and to align the interests of executives and shareholders over the long-term.

  54. 2024 NEO Compensation

    The Committee is dedicated to ensuring that a substantial portion of executive compensation is “at-risk” and variable. A substantial majority of the NEOs’ total target direct compensation is directly affected by our company-wide performance. Approximately half of the target compensation for both our Chief Executive Officer and NEOs (51% and 47%, respectively) is awarded via Annual Cash Incentive and Performance Award programs with rigorous, preset financial performance goals. The charts below show the percentage of 2024 fixed (base salary) and variable (annual cash bonus and equity award) for our Chief Executive Officer and an average of the other NEOs at target.

  55. 2024 NEO Compensation

    2024 ANNUAL BASE SALARY During 2024, base salaries for the NEOs were increased on average by 4%. These increases were established based on several factors, including peer group benchmarking, general external trends and performance in their roles.

  56. 2024 NEO Compensation

    (1)Dr. de Brabander’s compensation is paid in Euros and was 696,000 and 656,200 Euros in 2024 and 2023, respectively. Her 2024 salary has been converted to USD using the 2024 Euro to USD daily average rate of 1.0820 and her 2023 salary has been converted to USD using the 2023 Euro to USD daily average rate of 1.0816. Excluding the impact of foreign exchange rates, Dr. de Brabander’s base pay change from 2023 to 2024 represents a 6.1% increase in compensation actually received in Euros. 2024 ANNUAL CASH INCENTIVE In 2024, the Committee again selected Elanco Cash Earnings, or ECE, as the sole company performance measure under our annual cash incentive program, which was the third 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 long-term total shareholder return.

  57. 2024 NEO Compensation

    Each NEO was eligible to and did participate in our annual cash incentive program for 2024. 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 2024 payouts. Annual cash incentive targets for 2024 and 2023 are shown in the table below as a percentage of the NEO’s base salary.

  58. 2024 NEO Compensation

    | Name | 2023 Annual Cash Incentive Target (%) | 2024 Annual Cash Incentive Target (%) | | Mr. Simmons | 130 | 130 | | Mr. Young | 80 | 80 | | Dr. de Brabander | 70 | 75 | | Dr. Cabral | 70 | 75 | | Mr. Bettington | 70 | 70 |

  59. 2024 ECE Calculation

    | | Threshold | Target | Maximum | 2024 Actual Results | | ECE | $(860) million | $(520) million | $(181) million | $(509) million | | Payout | 0 % | 100% | 200% | 103% |

  60. 2024 Impact of Divestiture of Aqua Business

    | Category | 2023 ECE ($M) | 2024 ECE ($M) | Δ ECE ($M) | Bonus Multiple (%) | | Unadjusted | (492) | (499) | (7) | 98 | | Aqua Business Divestiture | (28) | (10) | 18 | 5 | | Results Excluding Aqua | (520) | (509) | 11 | 103 |

  61. 2024 Impact of Divestiture of Aqua Business

    | | 2024 Base Salary ($) | 2024 Target Bonus (%) | 2024 Company Achievement (%) | 2024 Bonus Payout ($) | | Mr. Simmons | 1,200,000 | 130 | 103 | 1,606,800 | | Mr. Young | 694,000 | 80 | 103 | 571,856 | | Dr. de Brabander(1) | 753,048 | 75 | 103 | 581,730 | | Dr. Cabral | 620,000 | 75 | 103 | 478,950 | | Mr. Bettington | 642,000 | 70 | 103 | 462,882 |

  62. 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 2024: 50% PAs, 25% RSUs and 25% stock options. Stock Options 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 to focus leaders on achieving certain determined company performance objectives. In 2024, NEOs received the following annual grant equity awards: •PAs or performance stock units (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. •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. •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. The Committee has the discretion to adjust PAs to take into account certain situations as set forth in the stock plan as follows: •the impact from the operations of any divestiture, such as a major product, business line or geography; •the impact of any acquisitions, significant collaborations, restructuring or external litigation; •foreign currency fluctuation impact of greater than a 2% change to applicable plan rates;

  63. Long-Term Incentive Awards

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  64. Long-Term Incentive Awards

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  65. Long-Term Incentive Awards

    •the impact of any non-GAAP adjustment, provided each adjustment is approved by the Committee; and/or •any unforeseen adjustment, provided such adjustment is approved by the Committee. No dividends or dividend equivalents accrue on either the PAs or the RSUs.

  66. 2024 Target Grant Values

    | Name | 2024 Annual Equity Grant ($) | | Mr. Simmons | 12,000,000 | | Mr. Young | 2,815,000 | | Dr. de Brabander | 2,042,000 | | Dr. Cabral | 1,815,000 | | Mr. Bettington | 1,400,000 |

  67. 2024 Target Grant Values

    | Name | Payout Date | Grant Date Fair Value(1) ($) | | Mr. Simmons | February 2026 | 6,000,013 | | Mr. Young | February 2026 | 1,407,514 | | Dr. de Brabander | February 2026 | 1,021,015 | | Dr. Cabral | February 2026 | 907,506 | | Mr. Bettington | February 2026 | 700,014 |

  68. PAs Granted in 2023 That Were Paid Based Upon Performance at December 31, 2023 and 2024

    As discussed in our prior year's CD&A, in 2023 the Committee made several changes to address non-operational factors impacting the Gross Investments calculation on both our Annual Cash Incentive and our PAs. The Committee made these changes to the definition of Gross Investments starting with the 2023 performance period and continuing in all future years to better align our variable pay programs with underlying business performance. The changes to Gross Operating Assets and Gross Investments are described in the "2024 Annual Cash Incentive" section above. In the second half of 2024, the Committee reviewed the impacts of the mid-year 2024 aqua divestiture on the Performance Award EBITDAR metric. Using the same rationale as described in the "2024 Annual Cash Incentive" section above, the Committee elected to remove the aqua business from the PA calculations for both the 2024 and 2025 performance periods. Because the Target Adjusted EBITDAR is set based on the prior year's EBITDAR attainment, this required the Committee to also remove the aqua business from the 2023 baseline to ensure an appropriate comparison to set the 2024 target. The Committee did not, however, adjust the 2023 performance multiple, as the divestiture occurred after this performance period had been completed. An itemized breakdown of the changes approved during the performance periods of 2023 and 2024, and their resulting impact on Target Adjusted EBITDAR and the PA attainment multiple for the 2023 and 2024 periods of performance, are set forth in the table below. In aggregate, all changes decreased our Adjusted EBITDAR attainment for 2023 by $6 million, lowering our attainment by 2 percentage points, and our 2024 attainment by $30 million, lowering our attainment by 9 percentage points. Because our final payout is an average of the two performance years, these adjustments reduced the final payout by 5 percentage points.

  69. 2023 PA Adjustments Summary - 2023 & 2024 Periods of Performance

    For the NEOs who received these awards in 2023, the number of our shares earned under the PAs is 90.36%, the average of the two payout multiples (76.75% for 2023 and 103.97% for 2024), 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, 2024.”

  70. Restricted Stock Units

    Restricted Stock Units On March 1, 2024, each NEO also received RSUs under the 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 each 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.

  71. Restricted Stock Units

    | Name | Vesting Date | Grant Date Fair Market Value(1) ($) | | Mr. Simmons | March 2027 | 3,000,015 | | Mr. Young | March 2027 | 703,765 | | Dr. de Brabander | March 2027 | 510,507 | | Dr. Cabral | March 2027 | 453,761 | | Mr. Bettington | March 2027 | 350,015 |

  72. Restricted Stock Units

    (1)All awards had a fair market value of $16.03 per share based on the grant date of March 1, 2024. Mr. Simmons’ award was approved by the independent directors of the Board on February 29, 2024. All other NEO awards were approved by the Committee on February 28, 2024.

  73. Stock Options

    Stock Options On March 1, 2024, 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 value 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 2024 grants, based on the option fair market valuation of $7.35 and the exercise price of $16.03, our stock price would have to increase approximately 46% above the exercise price for our NEOs to realize the grant date fair market values shown in the table below.

  74. Stock Options

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  75. Stock Options

    | Compensation Discussion & Analysis | Table of Contents |

  76. Stock Options

    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 each 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-Sholes modeling as of the grant date. The grant date fair values for these awards are reported in the table below.

  77. Stock Options

    | Name | Vesting Date | Grant Date Fair Market Value(1) ($) | | Mr. Simmons | March 2027 | 3,000,005 | | Mr. Young | March 2027 | 703,755 | | Dr. de Brabander | March 2027 | 510,502 | | Dr. Cabral | March 2027 | 453,752 | | Mr. Bettington | March 2027 | 350,007 |

  78. Stock Options

    (1)All awards had a fair market value of $7.35 per option based on Black-Scholes modeling as of their grant date of March 1, 2024. 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, 2024 filed by Elanco on February 25, 2025. Mr. Simmons’ award was approved by the independent directors of the Board on February 29, 2024. All other NEO awards were approved by the Committee on February 28, 2024. SPECIAL PERFORMANCE AWARDS FOR DR. DE BRABANDER To both motivate and retain critical talent for our future R&D success, the Committee granted special performance awards to Dr. de Brabander in both 2023 and 2024. Details on applicable grant and vesting activity for both awards is outlined below:

  79. 2023 Special R&D PA

    As a result of achieving all performance milestones of the 2023 Special R&D PA, Dr. de Brabander earned an award multiple of 130%, which was multiplied by the target number of shares set forth in the table below. Details on the vesting schedule of this award are set forth below in “Executive Compensation Tables—Outstanding Equity Awards at December 31, 2024”:

  80. 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, 2024)” below.

  81. 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, 2024) — Elanco Change in Control Severance Pay Plan for Select Employees” below.

  82. The Elanco Deferred Compensation Program

    The Elanco Deferred Compensation Program The NEOs may defer receipt of up to 100% of their annual cash incentive bonus, up to 70% of their base pay, and any of their on-cycle full-value equity awards (RSUs and PAs) under the Elanco Deferred Compensation Plan, which allows participants to save for retirement in a tax-effective way at minimal cost to us. Beginning with compensation earned in 2024, we augmented our deferred compensation program to remain competitive with comparable offerings among our peers, reinforce our ownership culture, and help retain key talent. Our enhanced plan extended eligibility to all members of US-based senior management, increased the available funding sources, and expanded the number of investment options, including a company stock matching enhancement for deferrals into Elanco stock. The expanded set of investment options now includes Elanco stock as well as a number of 401(k)-type fund options. Deferrals on up to 6% of base and bonus compensation allocated to Elanco stock are eligible for a 1:1 match, which has a two-year cliff vest. We believe further incentivizing stock ownership among our senior leaders, including our NEOs, reinforces our ownership culture and aligns management's interests with shareholders' interests. NEO participation in this unfunded and non-qualified plan is detailed in the “Executive Compensation Tables—Nonqualified Deferred Compensation” below.

  83. 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.

  84. Executive Compensation Recovery Policies

    Executive Compensation Recovery Policies All our incentive awards are subject to forfeiture upon termination of employment prior to the end of the performance or vesting period or for disciplinary reasons. The Committee adopted a Required Compensation Recovery Policy ("Required Policy") in compliance with SEC rules and NYSE listing standards that provides for the recoupment of Erroneously Awarded Compensation (as defined in the policy) during the covered period from the applicable former and current executive officers, including the NEOs, in the event we are required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement. The Required Policy was filed as an exhibit to the Company's Annual Report for the year ended December 31, 2023. In addition, the Committee adopted a Supplemental Compensation Recovery Policy (the "Supplemental Policy") that gives the Committee broad discretion to claw back incentive payouts from any member of our senior management, which includes the NEOs, in the event of misconduct or a restatement of financials. Misconduct is defined as a material violation of law or policy that causes significant harm to Elanco (and includes failure by an individual in his or her supervisory responsibility to manage or monitor conduct or risks appropriately where such failure contributed materially to the harm caused to Elanco). The Supplemental Policy covers any incentive compensation awarded or paid to an employee at a time when he or she is a member of our senior management and, in the event of misconduct, includes any equity award and severance payments. Subsequent changes in status, including retirement or termination of employment, do not affect our rights to recover compensation under the policy. Recovery can extend back as far as three years.

  85. Equity Grant Timing Policy

    Equity Grant Timing Policy Our policy with respect to the timing of annual equity award grants for all eligible employees, including the NEOs, is to grant equity awards at the Committee’s regularly scheduled meeting during the first quarter of each year. Equity awards granted to new hires and other off-cycle grants are generally effective on the first trading day of the quarter following the hire or approval date. It is our policy not to time the granting of equity awards, including stock option awards, during periods in which there is material nonpublic information about our company.

  86. Equity Grant Timing Policy

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  87. Equity Grant Timing Policy

    | Table of Contents | Compensation Discussion & Analysis |

  88. Summary Compensation Table

    Summary Compensation Table

  89. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(4) ($) | Option Awards(5) ($) | Non-Equity Incentive Plan Compensation(6) ($) | All Other Compensation(7) ($) | Total ($) | | Jeffrey Simmons(1) President and CEO | 2024 | 1,200,000 | — | 9,000,027 | 3,000,005 | 1,606,800 | 26,871 | 14,833,704 | | | 2023 | 1,200,000 | — | 8,400,005 | 2,800,003 | 1,232,400 | 30,761 | 13,663,169 | | | 2022 | 1,125,000 | — | 7,650,029 | 2,550,002 | 1,360,125 | 28,476 | 12,713,632 | | Todd Young Executive Vice President and Chief Financial Officer | 2024 | 694,000 | — | 2,111,279 | 703,755 | 571,856 | 28,471 | 4,109,361 | | | 2023 | 661,400 | — | 1,961,267 | 653,753 | 418,005 | 32,296 | 3,726,720 | | | 2022 | 639,000 | — | 1,882,518 | 627,504 | 475,416 | 30,046 | 3,654,484 | | Ellen de Brabander(2) Executive Vice President, Innovation and Regulatory | 2024 | 753,048 | — | 2,031,537 | 510,502 | 581,730 | 37,115 | 3,913,932 | | | 2023 | 709,748 | — | 2,031,513 | 510,502 | 392,491 | 39,480 | 3,683,732 | | | 2022 | 667,819 | — | 1,258,543 | 419,505 | 434,750 | 29,426 | 2,810,043 | | Ramiro Cabral Executive Vice President, President International | 2024 | 620,000 | — | 1,361,268 | 453,752 | 478,950 | 28,501 | 2,942,471 | | | 2023 | 592,000 | — | 1,275,015 | 425,001 | 327,376 | 31,362 | 2,650,754 | | | 2022 | 572,000 | — | 1,102,527 | 367,505 | 372,372 | 28,446 | 2,442,850 | | Timothy Bettington(3) Executive Vice President, Global Strategy and Market Development | 2024 | 642,000 | — | 1,050,029 | 350,007 | 462,882 | 28,471 | 2,533,389 | | | 2023 | 486,528 | 100,000 | 1,000,008 | — | 269,591 | 197,835 | 2,053,962 |

  90. Summary Compensation Table

    (1)Mr. Simmons' salary includes $72,000 of base pay received as 4,993 DSUs of Elanco stock through our Elanco Deferred Compensation Plan. The plan and Mr. Simmons' deferrals are described in greater detail in the "Nonqualified Deferred Compensation" section below. (2)Dr. de Brabander's compensation, except for stock and option awards, is paid in Euros. 2024 amounts paid in Euros have been converted to USD using the average daily rate of €1 to $1.0820. 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. (3)Mr. Bettington joined Elanco in March 2023. The Bonus amount for Mr. Bettington in 2023 reflects his sign-on bonus.

  91. Summary Compensation Table

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  92. Summary Compensation Table

    | Executive Compensation Tables | Table of Contents |

  93. Summary Compensation Table

    (4)This column shows the grant date fair value of the RSUs and PAs awarded to the NEOs in 2024, 2023 and 2022, 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 2024 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. The table below shows the target and maximum payouts for the 2024 PAs included in this column of the “Summary Compensation Table.” All NEOs will receive their PA settlement at the payout date, except for Mr. Young, who has elected to defer settlement through our Elanco Deferred Compensation Plan.

  94. Summary Compensation Table

    | Name | Award | Payout Date | Target Payout ($) | Maximum Payout ($) | | Mr. Simmons | 2024 PAs | February 2026 | 6,000,013 | 12,000,026 | | Mr. Young | 2024 PAs | February 2026 | 1,407,514 | 2,815,028 | | Dr. de Brabander | 2024 PAs | February 2026 | 1,021,015 | 2,042,030 | | Dr. de Brabander | 2024 Special R&D PA | Q2 2026 | 500,015 | 700,020 | | Dr. Cabral | 2024 PAs | February 2026 | 907,506 | 1,815,013 | | Mr. Bettington | 2024 PAs | February 2026 | 700,014 | 1,400,028 |

  95. Summary Compensation Table

    (5)This column includes on-cycle Elanco Non-Qualified Stock Options, granted on March 1, 2024. 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, 2034. 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 our 2024 Annual Report. (6)This column shows payments under the Elanco Corporate Bonus Plan (the “Elanco Bonus Plan”) for performance in 2024, 2023 and 2022. See “Compensation Discussion and Analysis—2024 Annual Cash Incentive” above for details on 2024 payouts for the NEOs under the Elanco Bonus Plan. Mr. Simmons' 2024 payout includes $96,408 of non-equity incentive plan compensation received as 8,654 DSUs of Elanco stock through our Elanco Deferred Compensation Plan. The plan and Mr. Simmons' deferrals are described in greater detail in the "Nonqualified Deferred Compensation" section below. (7)The 2024 amounts in this column for Messrs. Simmons, Young, Bettington, and Dr. Cabral, consist solely of (i) Elanco contributions to the Elanco 401(k) Plan for each NEO, which equaled $25,875 for each NEO ($20,700 of matching contributions and $5,175 of discretionary 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. For Dr. de Brabander, 2024 amounts in this column consists solely of (i) Elanco contributions to a retirement pension, which equaled $35,528 and is consistent with benefits available to similarly situated Netherlands-based employees; and (ii) any recognition programs, imputed life insurance income, and local allowances.

  96. Summary Compensation Table

    | Elanco Animal Health Incorporated | 68 | 2025 Proxy Statement |

  97. Summary Compensation Table

    | Table of Contents | Executive Compensation Tables |

  98. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table summarizes the grants of plan-based awards to the NEOs during 2024 under each of the following plans: the Elanco Bonus Plan (a non-equity incentive plan) and the 2018 Stock Plan, which provides for the grant of PAs, RSUs and stock options. To receive a payout under the PAs or 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 any equity awards.

  99. 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 | Approval Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Simmons | 2024 Elanco Bonus Plan(2) | — | — | 1,560,000 | 3,120,000 | | | | | | | | | | 2024 PAs(3) | 3/1/24 | 2/29/24 | | | — | 374,299 | 748,598 | | | | 6,000,013 | | | 2024 RSUs(4) | 3/1/24 | 2/29/24 | | | | | | 187,150 | | | 3,000,015 | | | 2024 Elanco Options(5) | 3/1/24 | 2/29/24 | | | | | | | 408,164 | 16.03 | 3,000,005 | | Mr. Young | 2024 Elanco Bonus Plan | — | — | 555,200 | 1,110,400 | | | | | | | | | | 2024 PAs(3) | 3/1/24 | 2/28/24 | | | — | 87,805 | 175,610 | | | | 1,407,514 | | | 2024 RSUs(4) | 3/1/24 | 2/28/24 | | | | | | 43,903 | | | 703,765 | | | 2024 Options(5) | 3/1/24 | 2/28/24 | | | | | | | 95,749 | 16.03 | 703,755 | | Dr. de Brabander | 2024 Elanco Bonus Plan(7) | — | — | 564,786 | 1,129,573 | | | | | | | | | | 2024 PAs(3) | 3/1/24 | 2/28/24 | | | — | 63,694 | 127,388 | | | | 1,021,015 | | | 2024 RSUs(4) | 3/1/24 | 2/28/24 | | | | | | 31,847 | | | 510,507 | | | 2024 Options(5) | 3/1/24 | 2/28/24 | | | | | | | 69,456 | 16.03 | 510,502 | | | 2024 Special R&D PA(8) | 1/2/24 | 8/15/23 | | | 20,492 | 34,154 | 47,816 | | | | 500,015 | | Dr. Cabral | 2024 Elanco Bonus Plan | — | — | 465,000 | 930,000 | | | | | | | | | | 2024 PAs(3) | 3/1/24 | 2/28/24 | | | — | 56,613 | 113,226 | | | | 907,506 | | | 2024 RSUs(4) | 3/1/24 | 2/28/24 | | | | | | 28,307 | | | 453,761 | | | 2024 Options(5) | 3/1/24 | 2/28/24 | | | | | | | 61,735 | 16.03 | 453,752 | | Mr. Bettington | 2024 Elanco Bonus Plan | — | — | 449,400 | 898,800 | | | | | | | | | | 2024 PAs(3) | 3/1/24 | 2/28/24 | | | — | 43,669 | 87,338 | | | | 700,014 | | | 2024 RSUs(4) | 3/1/24 | 2/28/24 | | | | | | 21,835 | | | 350,015 | | | 2024 Options(5) | 3/1/24 | 2/28/24 | | | | | | | 47,620 | 16.03 | 350,007 |

  100. 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 $(520) million and $(181) million, respectively, per the plan approved by the Committee and inclusive of all aforementioned 2024 adjustments. (2)Mr. Simmons' 2024 non-equity incentive compensation payout includes $96,408 of compensation received as 8,654 DSUs of Elanco stock through our Elanco Deferred Compensation Plan.

  101. Grants of Plan Based Awards

    | Elanco Animal Health Incorporated | 69 | 2025 Proxy Statement |

  102. Grants of Plan Based Awards

    | Executive Compensation Tables | Table of Contents |

  103. Grants of Plan Based Awards

    (3)Represents the range of payouts for 2024 PAs. These PAs will pay out in February 2026, 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 4 to the “Summary Compensation Table” above. All NEOs will receive their PA settlement at the payout date listed in Note 4 to the “Summary Compensation Table” above, except for Mr. Young, who has elected to defer settlement through our Elanco Deferred Compensation Plan. (4)Represents the shares underlying the 2024 RSUs. One-third of these shares vested on March 1, 2025, one-third of these shares will vest on March 1, 2026 and the remainder of these shares will vest on March 1, 2027. (5)Represents the shares underlying the 2024 stock options. One-third of these shares vested on March 1, 2025, one-third of these shares will vest on March 1, 2026, and the remainder of these shares will vest on March 1, 2027. (6)Represents the grant date fair value of the equity awards granted in 2024 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, 4, and 5 of this table. (7)Amounts denominated in Euros have been converted to USD using the average daily rate of €1 to $1.0820. (8)Represents the range of payouts for the 2024 Special R&D PA. This PA will pay out after the first quarter of 2026, with payouts ranging from 60% to 140% of target. The grant date fair value of the PA 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 this award in Note 4 to the “Summary Compensation Table” above.

  104. Grants of Plan Based Awards

    | Elanco Animal Health Incorporated | 70 | 2025 Proxy Statement |

  105. Grants of Plan Based Awards

    | Table of Contents | Executive Compensation Tables |

  106. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The closing price of our common stock on December 31, 2024, which was $12.11, was used to calculate the values in the table below.

  107. Outstanding Equity Awards at December 31, 2024

    | | | 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 Options(1) | 109,642 | — | 31.61 | 10/20/2028 | | | | | | | 2022 RSUs(2) | | | | | 29,960 | 362,816 | | | | | 2022 Options(3) | 154,544 | 79,616 | 28.94 | 3/1/2032 | | | | | | | 2023 - 2024 Executive PAs(4) | | | | | | | 497,336 | 6,022,739 | | | 2023 RSUs(5) | | | | | 166,608 | 2,017,623 | | | | | 2023 Options(6) | 187,424 | 380,528 | 11.26 | 3/1/2033 | | | | | | | 2024 - 2025 Executive PAs(7) | | | | | | | 374,299 | 4,532,761 | | | 2024 RSUs(8) | | | | | 187,150 | 2,266,387 | | | | | 2024 Options(9) | — | 408,164 | 16.03 | 3/1/2034 | | | | | | Mr. Young | 2022 RSUs(2) | | | | | 7,373 | 89,287 | | | | | 2022 Options(3) | 38,030 | 19,592 | 28.94 | 3/1/2032 | | | | | | | 2023 - 2024 Executive PAs(4) | | | | | | | 116,120 | 1,406,213 | | | 2023 RSUs(5) | | | | | 38,901 | 471,091 | | | | | 2023 Options(6) | 43,760 | 88,847 | 11.26 | 3/1/2033 | | | | | | | 2024 - 2025 Executive PAs(7) | | | | | | | 87,805 | 1,063,319 | | | 2024 RSUs(8) | | | | | 43,903 | 531,665 | | | | | 2024 Options(9) | — | 95,749 | 16.03 | 3/1/2034 | | | | | | Dr. de Brabander | 2022 RSUs(2) | | | | | 4,930 | 59,702 | | | | | 2022 Options(3) | 25,424 | 13,098 | 28.94 | 3/1/2032 | | | | | | | 2023 - 2024 Executive PAs(4) | | | | | | | 90,675 | 1,098,074 | | | 2023 RSUs(5) | | | | | 30,377 | 367,865 | | | | | 2023 Options(6) | 34,171 | 69,379 | 11.26 | 3/1/2033 | | | | | | | 2023 Special R&D PA(10) | | | | | | | 45,621 | 552,470 | | | 2024 Special R&D PA(11) | | | | | | | 34,154 | 413,605 | | | 2024 - 2025 Executive PAs(7) | | | | | | | 63,694 | 771,334 | | | 2024 RSUs(8) | | | | | 31,847 | 385,667 | | | | | 2024 Options(9) | — | 69,456 | 16.03 | 3/1/2034 | | | | |

  108. Outstanding Equity Awards at December 31, 2024

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  109. Outstanding Equity Awards at December 31, 2024

    | Executive Compensation Tables | Table of Contents |

  110. Outstanding Equity Awards at December 31, 2024

    | | | 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 Options(1) | 21,086 | — | 31.61 | 10/20/2028 | | | | | | | 2022 RSUs(2) | | | | | 4,319 | 52,303 | | | | | 2022 Options(3) | 22,272 | 11,475 | 28.94 | 3/1/2032 | | | | | | | 2023 - 2024 Executive PAs(4) | | | | | | | 75,489 | 914,172 | | | 2023 RSUs(5) | | | | | 25,290 | 306,262 | | | | | 2023 Options(6) | 28,448 | 57,759 | 11.26 | 3/1/2033 | | | | | | | 2024 - 2025 Executive PAs(7) | | | | | | | 56,613 | 685,583 | | | 2024 RSUs(8) | | | | | 28,307 | 342,798 | | | | | 2024 Options(9) | — | 61,735 | 16.03 | 3/1/2034 | | | | | | Mr. Bettington | 2023 Sign-On RSUs(12) | | | | | 54,055 | 654,606 | | | | | 2024 - 2025 Executive PAs(7) | | | | | | | 43,669 | 528,832 | | | 2024 RSUs(8) | | | | | 21,835 | 264,422 | | | | | 2024 Options(9) | — | 47,620 | 16.03 | 3/1/2034 | | | | |

  111. Outstanding Equity Awards at December 31, 2024

    (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. (2)RSUs granted on March 1, 2022. One-third of the shares underlying this grant vested March 1, 2023, one-third vested March 1, 2024, and the remainder vested March 1, 2025. (3)Nonqualified stock options granted on March 1, 2022. One-third of the options underlying this grant vested March 1, 2023, one-third vested March 1, 2024, and the remainder vested March 1, 2025. (4)PAs granted for the 2023-2024 performance period, to the extent earned, vested following the close of the performance period. (5)RSUs granted on March 1, 2023. One-third of the shares underlying this grant vested March 1, 2024, one-third vested March 1, 2025, and the remainder will vest March 1, 2026. (6)Nonqualified stock options granted on March 1, 2023. One-third of the options underlying this grant vested March 1, 2024, one-third vested March 1, 2025, and the remainder will vest March 1, 2026. (7)PAs granted for the 2024-2025 performance period, to the extent earned, will vest following the close of the performance period. (8)RSUs granted on March 1, 2024. One-third of the shares underlying this grant vested March 1, 2025, one-third will vest March 1, 2026, and the remainder will vest March 1, 2027. (9)Nonqualified stock options granted on March 1, 2024. One-third of the options underlying this grant vested March 1, 2025, one-third will vest March 1, 2026, and the remainder will vest March 1, 2027. (10)This 2023 Special R&D Performance Award was granted to Dr. de Brabander to further incentivize 2024 regulatory milestones. The award vested following the close of the performance period at the end of 2024. (11)This 2024 Special R&D Performance Award was granted to Dr. de Brabander to further incentivize regulatory milestones & pipeline development. The award will vest following the close of the performance period in mid-2026. (12)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.

  112. Outstanding Equity Awards at December 31, 2024

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  113. Outstanding Equity Awards at December 31, 2024

    | Table of Contents | Executive Compensation Tables |

  114. Stock Vested in 2024

    Stock Vested in 2024

  115. Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Mr. Simmons | 284,509(2) | 4,623,344 | | Mr. Young | 68,083(3) | 1,107,040 | | Dr. de Brabander | 44,106(4) | 717,495 | | Dr. Cabral | 41,220(5) | 669,934 | | Mr. Bettington | 54,054(6) | 834,053 |

  116. Stock Vested in 2024

    (1)Amounts reflect the market value of Elanco’s common stock on the date of vesting. (2)For Mr. Simmons, this represents 25,288 shares from the third tranche of the 2021 RSUs, which vested March 5, 2024; 148,084 shares from the 2022-2023 Executive PAs, which vested February 27, 2024; 29,077 shares from the second tranche of the 2022 RSUs, which vested March 1, 2024; and 82,060 shares from the first tranche of the 2023 RSUs, which vested March 1, 2024. (3)For Mr. Young, this represents 5,329 shares from the third tranche of the 2021 RSUs, which vested March 1, 2024; 36,440 shares from the 2022-2023 Executive PAs, which vested February 27, 2024; 7,155 shares from the second tranche of the 2022 RSUs, which vested March 1, 2024; and 19,159 shares from the first tranche of the 2023 RSUs, which vested March 1, 2024. (4)For Dr. de Brabander, this represents 24,362 shares from the 2022-2023 Executive PAs, which vested February 27, 2024; 4,783 shares from the second tranche of the 2022 RSUs, which vested March 1, 2024; and 14,961 shares from the first tranche of the 2023 RSUs, which vested March 1, 2024. (5)For Dr. Cabral, this represents 3,233 shares from the third tranche of the 2021 RSUs, which vested March 1, 2024; 21,342 shares from the 2022-2023 Executive PAs, which vested February 27, 2024; 4,190 shares from the second tranche of the 2022 RSUs, which vested March 1, 2024; and 12,455 shares from the first tranche of the 2023 RSUs, which vested March 1, 2024. (6)For Mr. Bettington, this represents 54,054 shares from the first tranche of the 2023 Sign-On RSUs, which vested April 3, 2024.

  117. Stock Vested in 2024

    | Elanco Animal Health Incorporated | 73 | 2025 Proxy Statement |

  118. Stock Vested in 2024

    | Executive Compensation Tables | Table of Contents |

  119. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  120. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2024 ($) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2024(1) ($) | | Mr. Simmons(1) | 168,408 | (11,541) | — | 156,868 | | Dr. Cabral | — | 12,270 | (304,581) | 246,997 |

  121. Nonqualified Deferred Compensation

    (1)Contributions for Mr. Simmons consist of 13,647 DSUs of Elanco stock, comprised of $96,408 of deferred cash compensation earned through our Elanco corporate bonus plan, and $72,000 of deferred cash compensation related to base pay deferrals. The “Nonqualified Deferred Compensation” table above shows information about the Elanco Deferred Compensation Plan. Our executives may defer receipt of up to 70% of their base pay, 100% of their bonus, and any full-value equity awards under the Elanco Deferred Compensation Plan. Of our NEOs, Mr. Simmons, Mr. Young, and Dr. Cabral participate in the Elanco Deferred Compensation Plan. Mr. Young elected to defer his Performance Award granted in 2024, which will be deferred at the time of vest following the performance period. Starting with 2024 compensation earned, amounts deferred by executives under the plan are eligible for expanded investment options, including a notional 401(k)-style fund menu and notional Elanco stock. Deferrals made into Elanco stock 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. Deferral elections for compensation earned in 2024 were made in the fourth quarter of 2023. Participants may elect to receive the funds in a lump sum or in as many as 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 the funds 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 Compensation and Human Capital 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.

  122. Payments Upon Termination or Change in Control (As of December 31, 2024)

    Payments Upon Termination or Change in Control (As of December 31, 2024) 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, 2024, in the circumstances described in the table. The closing price of our common stock on December 31, 2024, which was $12.11, 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 Compensation and Human Capital 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.

  123. Payments Upon Termination or Change in Control (As of December 31, 2024)

    | Elanco Animal Health Incorporated | 74 | 2025 Proxy Statement |

  124. Payments Upon Termination or Change in Control (As of December 31, 2024)

    | Table of Contents | Executive Compensation Tables |

  125. Payments Upon Termination or Change in Control (As of December 31, 2024)

    | | 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 | — | — | 13,259,393(2) | 13,259,393 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 5,520,000 | 69,085(3) | 10,180,766(2) | 15,769,851 | | Non-qualified discharge not in connection with change in control | 5,520,000 | 69,085(3) | —(4) | 5,589,085 | | Qualifying termination in connection with change in control | 5,520,000 | 53,522(5) | 15,525,774(6) | 21,099,296 | | MR. YOUNG | | | | | | Termination due to death | — | — | 3,105,436(2) | 3,105,436 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,249,200 | 33,938(3) | 2,384,038(2) | 3,667,176 | | Non-qualified discharge not in connection with change in control | 1,249,200 | 33,938(3) | —(4) | 1,283,138 | | Qualifying termination in connection with change in control | 2,498,400 | 52,615(5) | 3,637,095(6) | 6,188,110 | | DR. DE BRABANDER(7) | | | | | | Termination due to death | — | — | 3,092,243(2) | 3,092,243 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,317,835 | —(3) | 2,551,934(2) | 3,869,769 | | Non-qualified discharge not in connection with change in control | 1,317,835 | —(3) | —(4) | 1,317,835 | | Qualifying termination in connection with change in control | 2,635,669 | 901(5) | 3,707,691(6) | 6,344,261 | | DR. CABRAL | | | | | | Termination due to death | — | — | 2,007,421(2) | 2,007,421 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,085,000 | 34,452(3) | 1,541,435(2) | 2,660,887 | | Non-qualified discharge not in connection with change in control | 1,085,000 | 34,452(3) | —(4) | 1,119,452 | | Qualifying termination in connection with change in control | 2,170,000 | 53,386(5) | 2,350,213(6) | 4,573,599 | | MR. BETTINGTON | | | | | | Termination due to death | — | — | 1,183,444(2) | 1,183,444 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,091,400 | 34,452(3) | 825,141(2) | 1,950,993 | | Non-qualified discharge not in connection with change in control | 1,091,400 | 34,452(3) | —(4) | 1,125,852 | | Qualifying termination in connection with change in control | 2,182,800 | 53,386(5) | 1,447,859(6) | 3,684,045 |

  126. Payments Upon Termination or Change in Control (As of December 31, 2024)

    (1)As of December 31, 2024, the NEOs were entitled to severance under the Elanco Change in Control Severance Pay Plan for Select Employees and the Elanco Executive Severance Plan. (2)For Mr. Simmons, this amount includes 2022 RSUs, 2023-2024 Executive PAs, 2023 RSUs, 2023 stock options, 2024-2025 Executive PAs, and 2024 RSUs. For Mr. Young, this amount includes 2022 RSUs, 2023-2024 Executive PAs, 2023 RSUs, 2023 stock options, 2024-2025 Executive PAs, and 2024 RSUs. For Dr. de Brabander, this amount includes 2022 RSUs, 2023-2024 Executive PAs, 2023 RSUs, 2023 stock options, 2023 Special R&D PA, 2024 Special R&D PA, 2024-2025 Executive PAs, and 2024 RSUs. For Dr. Cabral, this amount includes 2022 RSUs, 2023-2024 Executive PAs, 2023 RSUs, 2023 stock options, 2024-2025 Executive PAs, and 2024 RSUs. For Mr. Bettington, this

  127. Payments Upon Termination or Change in Control (As of December 31, 2024)

    | Elanco Animal Health Incorporated | 75 | 2025 Proxy Statement |

  128. Payments Upon Termination or Change in Control (As of December 31, 2024)

    | Executive Compensation Tables | Table of Contents |

  129. Payments Upon Termination or Change in Control (As of December 31, 2024)

    amount includes 2023 Sign-On RSUs, 2024-2025 Executive PAs, and 2024 RSUs. The value of all PAs are based on target level of performance. (3)See “Elanco Executive Severance Plan” below for a discussion of payments following a termination not related to a change in control. (4)Termination due to performance is not considered a qualifying termination under the 2018 Stock Plan and the applicable grant agreements. (5)See “Elanco Executive Change in Control Severance Pay Plan for Select Employees” below for a discussion of payments following a change in control. (6)Includes the acceleration of RSUs, PAs, 2023 Special R&D PA, 2024 Special R&D PA, 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. (7)Amounts paid in Euros have been converted to USD using the average daily rate of €1 to $1.0820.

  130. 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 Chief Executive Officer, Jeffrey Simmons. We have identified our median employee, using our employee population on December 31, 2024, 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 chose a new median employee in 2024 due to both the divestiture of our aqua business and our strategic restructuring, which reduced our employee population and changed the composition of our global footprint. 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. Since our originally identified median employee was a non-U.S. employee with anomalous compensation characteristics relating to currency exchange impacts and local allowances, we selected as our median employee a U.S.-based employee whose 2024 gross payroll earnings were substantially identical to those of the original median employee. For 2024, the annual total compensation of our median employee was $81,763. Mr. Simmons’ annual total compensation for 2024, as reported in the “Summary Compensation Table” above, was $14,833,704. The ratio of Mr. Simmons’ total compensation to the median employee’s total compensation was 181:1.

  131. CEO Pay Ratio

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  132. CEO Pay Ratio

    | Pay Versus Performance |

  133. Pay Versus Performance Table

    Pay Versus Performance Table The table and disclosure below provides information about the relationship between “compensation actually paid” (“CAP”) to our NEOs 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 67. 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.

  134. Pay Versus Performance Table

    | | Summary Comp. Table Total for CEO(1)(2) ($) | | Average Summary Comp. Table Total for non-CEO NEOs(1)(2) ($) | Average Comp. Actually Paid to non-CEO NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | | Comp. Actually Paid to CEO(1)(2) ($) | | | Total Shareholder Return(3) ($) | S&P 500 Pharmaceuticals Index TSR(3) ($) | Net Income (Loss) ($) | Adjusted EBITDA(4) ($) | | 2024 | 14,833,704 | 9,230,819 | 3,374,788 | 2,395,892 | 41 | 159 | 338,000,000 | 910,000,000 | | 2023 | 13,663,169 | 17,319,899 | 3,028,792 | 3,573,716 | 51 | 147 | (1,231,000,000) | 979,000,000 | | 2022 | 12,713,632 | (2,017,094) | 2,782,450 | 863,887 | 41 | 147 | (78,000,000) | 1,017,000,000 | | 2021 | 12,060,015 | 16,525,957 | 3,202,470 | 3,753,652 | 96 | 135 | (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 |

  135. Pay Versus Performance Table

    (1)For 2024, 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. 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. 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.

  136. Pay Versus Performance Table

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  137. Pay Versus Performance Table

    | Table of Contents | Pay Versus Performance |

  138. Pay Versus Performance Table

    (2)A reconciliation of Total Compensation from the SCT to CAP to our Chief Executive Officer 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.

  139. Pay Versus Performance Table

    | | 2024 | | | Adjustments(a) | CEO ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 14,833,704 | 3,374,788 | | Adjustments for stock and option awards: | | | | Deduct: SCT amount of Stock and Option awards | (12,000,033) | (2,143,032) | | Add: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 8,631,866 | 1,555,010 | | Add/Deduct: The difference between the fair value of awards from the end of the prior fiscal year(s) to the end of the applicable fiscal year for awards that are outstanding and unvested at year end | (2,756,412) | (469,602) | | Add: Change in fair value from the end of the prior fiscal year to the vesting date of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | 521,693 | 78,727 | | Compensation Actually Paid (as calculated) | 9,230,819 | 2,395,892 |

  140. Pay Versus Performance Table

    (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. (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. Upon review, it was determined that the amounts previously reported for the S&P 500 Pharmaceuticals Index TSR for 2021 - 2023 were inaccurate; those amounts have been adjusted in this year's table. (4)For 2024, the most important metric in determining CAP to our NEOs was our TSR, as a 19% decrease in our share price was the primary driver in our year-over-year change in CAP. Because over 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 2024 Annual Cash Incentive program as well as our 2023 and 2024 Performance Awards. For 2024, 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.”

  141. Relationship between Pay and Performance

    | Pay Versus Performance | Table of Contents |

  142. Relationship between Pay and Performance

    | Table of Contents | Pay Versus Performance |