Art Garcia

About 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 .