David Kinard

About David Kinard

David S. Kinard, 58, is Executive Vice President, Human Resources, Corporate Communications and Administration at Elanco; he assumed his current role in August 2020 and has led HR since Elanco’s spin-off from Lilly in 2018, after joining Lilly in 1997 and serving in various HR leadership roles including Vice President of Human Resources for Lilly International . He holds a bachelor’s degree in social science and broadcast communications and a master’s degree in organizational behavior from Brigham Young University . Company performance context under his tenure includes 2024 revenue of $4.439B, adjusted EBITDA of $910M, adjusted EPS of $0.91, and an annual TSR decline of 19% in 2024, reflecting a challenging year for equity but operational progress on cash generation and deleveraging .

Past Roles

Organization	Role	Years	Strategic Impact
Eli Lilly and Company	Vice President of Human Resources, Lilly International; various HR leadership roles	1997–2018	Global HR leadership across multiple businesses and functions; foundational experience for Elanco HR leadership post-spin

External Roles

No public company board or external directorships disclosed for Kinard in the proxy. If disclosed elsewhere, the 2025 DEF 14A does not list any external board roles for executive officers beyond directors .

Fixed Compensation

Metric	2024	Notes
Base salary ($)	Not disclosed	Kinard is not a Named Executive Officer (NEO); proxy provides detailed cash compensation only for NEOs .
Target bonus (%)	Not disclosed	NEO bonus targets and payouts are disclosed; executive program design applies broadly, but Kinard-specific targets are not provided .
Actual bonus ($)	Not disclosed	Company-wide cash incentive paid at 103% of target in 2024 for NEOs; Kinard’s payout is not disclosed .

Program context: Elanco’s executive pay philosophy targets median peer levels, emphasizes equity, and uses Elanco Cash Earnings (ECE) and Adjusted EBITDAR for incentives; robust clawbacks, stock ownership guidelines, and no employment agreements apply to senior executives broadly, though detailed cash metrics are disclosed for NEOs only .

Performance Compensation

Award Type	Grant Date	Quantity	Exercise Price	Vesting	Expiration	Notes
RSUs	03/03/2025	22,105 shares	N/A	1/3 on 03/03/2026; 1/3 on 03/03/2027; 1/3 on 03/03/2028	N/A	Form 4 grant to Kinard; time-based vesting .
Stock Options	03/03/2025	46,383 options	$11.31	1/3 on 03/03/2026; 1/3 on 03/03/2027; 1/3 on 03/03/2028	03/03/2035	Form 4 grant to Kinard; at-the-money grant; time-based vesting .
RSU Vest/Tax Withholding	02/19/2025	40,247 RSUs vested; 17,968 shares withheld	$11.24 (withholding price)	N/A	N/A	Code F withholding for taxes on RSU vest; beneficial holdings updated .
ESPP Purchases	Quarterly accruals to 01/31/2025	454 (04/30/2024); 524 (07/31/2024); 464 (10/31/2024); 568 (01/31/2025)	N/A	N/A	N/A	Employee Stock Purchase Plan participation indicated in Form 4 remarks .

Equity Ownership & Alignment

Ownership Metric	02/19/2025	03/03/2025	Notes
Beneficially owned shares after transaction	173,935	188,878	Updated by Form 4 filings reflecting RSU vesting/withholding and new RSU grants .
Unvested RSUs outstanding (new grant)	—	22,105	From 03/03/2025 RSU grant .
Options outstanding (new grant)	—	46,383	03/03/2025 grant at $11.31; expires 03/03/2035 .
Shares pledged as collateral	Not disclosed	Not disclosed	Elanco prohibits hedging by employees; pledging is prohibited for directors; employee pledging prohibition not explicitly stated .
Stock ownership guidelines	Execs must hold Elanco stock equal to 3x base salary within 5 years; must retain at least 50% of shares granted until in compliance	Company policy	PAs and options do not count toward ownership guideline; RSUs do; compliance monitored annually .

Employment Terms

Severance framework (company-wide policy): Elanco maintains an Executive Severance Pay Plan (non-change-in-control) and a 2018 Change in Control Severance Pay Plan for select employees; both are explicitly applicable to NEOs, with double-trigger CIC benefits equal to 2x base salary plus 2x target bonus and 18 months of benefits; no gross-ups and standard release/covenants required .
No employment agreements for NEOs; program emphasizes market-competitive pay, at-risk equity, and retention mechanisms through equity vesting; senior executives are subject to clawback policies (mandatory restatement recovery and supplemental misconduct-based recovery) .

Note: The proxy specifically details eligibility and severance economics for NEOs; while these frameworks are typical for senior executives, Kinard’s individual severance eligibility and multiples are not explicitly disclosed in the DEF 14A .

Performance Compensation Structure and Metrics

Metric	Weighting	Target	Actual/Payout	Vesting/Period
Company annual cash incentive (ECE change YoY)	Company-wide metric	2024 target ECE: $(520)M	2024 payout: 103% of target; removal of aqua business impact normalized	Annual; applies across executives; NEO payouts disclosed; Kinard-specific payout not disclosed .
Long-term performance awards (PAs – Adjusted EBITDAR)	50% of NEO equity	Prior-year Adjusted EBITDAR + required return on change in Gross Investments	2023–2024 PAs paid at 90.36% of target for NEOs	2-year cycles; Kinard’s grants in 2025 were RSUs and options; no PA grant disclosed for him .

Compensation Governance, Clawbacks, Hedging/Pledging

Robust clawbacks: mandatory restatement recovery for current/former executive officers; supplemental policy permits recovery due to misconduct or restatements for senior management, including equity and severance; recovery lookback up to 3 years .
Hedging/pledging: employees and non-employee directors prohibited from hedging; directors prohibited from pledging Elanco stock; insider trading policy includes blackout periods and pre-clearance .
Ownership discipline: executives must build to 3x salary within five years and hold at least 50% of equity awards until compliant .

Investment Implications

Alignment: Kinard’s recent RSU and option grants with multi-year vesting promote retention and shareholder alignment; no open-market selling is indicated, and RSU tax withholding (Code F) should not be interpreted as selling pressure .
Retention risk: Time-based vesting through 2026–2028 and option term to 2035 incentivize tenure; company-wide policies (clawbacks, stock ownership guidelines, hedging prohibitions) reinforce disciplined behavior and reduce misalignment risk .
Performance linkage: While Kinard’s cash metrics are not disclosed, Elanco’s executive incentives tie to ECE and Adjusted EBITDAR; 2024 bonuses paid just above target reflect improving cash generation and operational execution despite TSR pressure, indicating consistent pay-for-performance calibration .
Disclosure gap: As a non-NEO, Kinard’s salary/bonus details are not public, limiting direct pay-for-performance benchmarking; monitoring ongoing Form 4s and future proxy disclosures is recommended for assessing equity accumulation and any 10b5-1 activity .