Art Garcia
Elanco Animal HealthAbout Art Garcia
Art Garcia (age 64) is an independent Class III director of Elanco Animal Health, serving since May 2019, with his current term expiring in 2027 . A former EVP & CFO of Ryder System (2010–2019) with prior controller roles (2002–2010), he brings deep finance, accounting, M&A integration, and investor-relations experience; Elanco’s Board designates him as an “audit committee financial expert” . He currently serves on Elanco’s Audit Committee and Finance, Strategy and Oversight Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryder System, Inc. | Executive Vice President & Chief Financial Officer | 2010–2019 | Led re-engineering, new business model, strategies to improve profitability; oversaw corporate strategy and business development; managed financial integration of numerous acquisitions . |
| Ryder System, Inc. | Senior Vice President & Controller | 2005–2010 | Finance and accounting leadership . |
| Ryder System, Inc. | Vice President & Controller | 2002–2005 | Finance and accounting leadership . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Raymond James & Associates | Director | 2023 | Current public company board per Elanco disclosure . |
| American Electric Power Company, Inc. | Director | 2019 | Current public company board . |
| ABM Industries Incorporated | Director | 2017 | Current public company board . |
Board Governance
- Committee assignments: Audit Committee member and audit committee financial expert; Finance, Strategy and Oversight (FSO) Committee member .
- Independence: Board determined all directors other than the CEO (Jeffrey Simmons) are independent; Garcia is independent .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of Board/committee meetings on which they served; Audit Committee held 9 meetings; FSO Committee held 4 meetings .
- Executive sessions: Audit Committee meets at least quarterly in executive session and regularly with internal audit, compliance, and independent auditors .
- Board commitments policy: Non-employee directors may not serve on more than three other public company boards; all directors are in compliance (Garcia serves on three other boards) .
- Term/tenure: Class III director; independent since May 2019; 6 years of service reflected in skills matrix .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director cash retainer; Garcia’s 2024 cash fees were $90,000 . |
| Committee chair fees | $0 | Garcia is not a chair; audit chair ($25,000), comp chair ($20,000), other chairs ($16,000) apply only to chairs . |
| Equity – Deferred Stock Units (DSUs) | $240,012 | 2024 grant fully vested at grant; valued at closing price on grant date; Garcia received $240,012 in stock awards . |
| DSUs granted (units) | 18,169 | Granted Nov 29, 2024; priced at $13.21 per share . |
| Settlement/Deferral | Mandatory deferral until the second January following Board departure; lump sum or installments over 2–10 years per director election . | |
| Total 2024 compensation | $330,012 | Fees earned + stock awards ($90,000 + $240,012) . |
Performance Compensation
- Non-employee director compensation consists of cash retainers and fully vested DSUs; no performance-based cash or equity metrics are used for directors .
| Performance Metric | Tied to Director Pay? |
|---|---|
| Revenue growth, EBITDA, TSR, ESG metrics | No performance metrics disclosed for director compensation . |
Other Directorships & Interlocks
| Company | Sector | Possible Interlock/Conflict with Elanco |
|---|---|---|
| Raymond James & Associates | Financial services | No Elanco-related commercial dealings disclosed; within board commitments policy (≤3 other boards) . |
| American Electric Power | Utilities | No related-party transactions disclosed with Elanco . |
| ABM Industries | Facility services | No related-party transactions disclosed with Elanco . |
- Related-person policy: The Audit Committee reviews and must approve related person transactions; example: 2025 WEDterinary LLC research agreement (up to $4 million) tied to former director Bill Doyle was approved under the policy and disclosed; Doyle resigned upon execution .
Expertise & Qualifications
- Finance and Accounting; Audit/Risk oversight; Business leadership/operations; M&A and integration; Institutional investor perspective from nearly 10 years as a public-company CFO .
- Designated “audit committee financial expert” per SEC rules .
- Skills matrix reflects strengths in Business Leadership & Operations, Finance & Accounting, M&A/Business Development, Risk Management & Sustainability, Global Business Experience .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent of Class (%) | DSUs Outstanding (#) | Pledged? |
|---|---|---|---|---|
| Art Garcia | 3,525 | <1% | 77,439 | None pledged as security . |
- DSUs are fully vested at grant but carry no voting rights and are not convertible within 60 days; settlement occurs after Board departure per plan rules .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging Elanco stock .
- Director stock ownership approach: Significant portion of compensation in DSUs; mandatory post-service deferral enhances long-term alignment .
Governance Assessment
- Strengths: Deep financial acumen and SEC-designated audit committee financial expert; service on Audit and FSO committees supports capital structure, risk management and financial reporting oversight; strong long-term alignment via DSU program and anti-hedging/anti-pledging policy; independence affirmed by Board .
- Workload/commitments: Garcia serves on three other public company boards, matching Elanco’s limit; continued compliance mitigates overboarding risk, but investors should monitor time commitments and committee intensity .
- Conflicts/related-party exposure: Board reviewed relationships, including Mr. Garcia’s domestic partner affiliation with a law firm used by Elanco, and found transactions/payments below applicable independence thresholds; ongoing monitoring via related-person policy and Audit Committee oversight reduces risk .
- Board engagement: Board met 8 times in 2024; each director met at least the 75% attendance threshold; Audit held 9 meetings and meets in executive session at least quarterly—signals active oversight cadence .
- Shareholder signals: 2025 say-on-pay passed with 244,532,049 “for” vs 212,491,837 “against”; while NEO-focused, this reflects broader governance sentiment relevant to board oversight of compensation .