Independent
Tenure on this board
7.8 yrs
Also a director at
Omega Healthcare Investors Inc (OHI)
9 nominees · 3 ballot items.
Elect five directors for one-year terms; ratify Ernst & Young LLP as independent auditor for 2026; and cast an advisory (non-binding) vote to approve the compensation of Elanco’s named executive officers as disclosed in the proxy statement.
Elect five nominated directors (Class I and Class II nominees) to serve until the 2027 annual meeting as part of the Board’s continued declassification process and to fill vacancies from departing directors.
Shareholders are asked to ratify the Audit Committee’s selection of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2026.
Non-binding, advisory (say-on-pay) proposal asking shareholders to approve the compensation of Elanco’s named executive officers as disclosed in the Compensation Discussion and Analysis and Executive Compensation Tables.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy (the CD&A and Executive Compensation Tables). Management is seeking approval to validate the design and implementation of a pay program that the Compensation and Human Capital Committee believes promotes alignment with shareholders by heavily weighting at-risk compensation toward equity, tying short-term cash incentives to Elanco Cash Earnings (ECE) and long-term awards to Adjusted EBITDAR (with 2026 award design adding rTSR). The proposal is presented in the context of recent changes driven by shareholder engagement—after a lower say-on-pay support in 2025, the Company added an rTSR modifier for 2026 long-term awards and a sales growth modifier to the annual cash incentive, demonstrating responsiveness to investor feedback. The compensation program emphasizes multi-year performance metrics (two‑year PAs averaging performance each year), robust clawback policies, stock ownership guidelines, and a mix of PAs, RSUs and options to balance retention and incentives for absolute and relative share outperformance. Because the vote is advisory, a majority “against” would not automatically change awards but would prompt the Committee and Board to reassess program design and shareholder outreach; conversely, a “for” vote signals support for the Committee’s approach. The Board recommends “FOR” the proposal, citing that the program aligns executives with long‑term value creation, encourages prudent capital allocation via ECE/Adjusted EBITDAR design, and retains key leadership during a major innovation launch period. Notwithstanding that rationale, key controversies include the short two‑year PA performance period (management notes it is under review), the complexity and number of non‑GAAP metrics embedded in pay (which can obscure pay-performance line-of-sight), and the legacy effects of prior shareholder votes that required governance responsiveness. Evaluating the proposal requires weighing demonstrated operational progress and refinements to incentive design against investor concerns about transparency, metric choice, and performance-period length; for a sophisticated analyst, the program appears materially aligned with shareholder interests but merits continued monitoring of outcomes, particularly rTSR calibration and whether longer performance periods are adopted in future cycles.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 13.8% | 68,944,100 | $1.6B |
| 2 | PRIMECAP MANAGEMENT CO/CA/ | 9.2% | 45,840,956 | $1.1B |
| 3 | T. Rowe Price Investment Management, Inc. | 6.9% | 34,635,086 | $829M |
| 4 | FMR LLC | 6.1% | 30,379,720 | $727M |
| 5 | BlackRock, Inc. | 5.6% | 27,815,513 | $666M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 23,517,491 | $563M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 22,637,357 | $542M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 22,336,124 | $535M |
| 9 | STATE STREET CORP | 3.1% | 15,336,479 | $367M |
| 10 | BlackRock, Inc. | 2.9% | 14,329,534 | $343M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.