Deborah Kochevar

About Deborah Kochevar

Deborah Kochevar, DVM, Ph.D., DACVCP, age 68, has served as an independent director of Elanco since March 2019. She is Dean Emerita of the Cummings School of Veterinary Medicine at Tufts University and a Senior Fellow at The Fletcher School of Law and Diplomacy; she previously served as Tufts’ Provost and Senior Vice President ad interim and held the Wiley Chair of Veterinary Medical Education at Texas A&M University . Her core credentials include board certification in veterinary clinical pharmacology, deep animal health R&D leadership, and public-policy/regulatory acumen .

Past Roles

Organization	Role	Tenure	Committees/Impact
Tufts University	Senior Fellow, Fletcher School; Dean Emerita, Cummings School	2019–present	Academic leadership and research strategy oversight
Tufts University	Provost and SVP ad interim	2018–2019	University-wide administration and policy leadership
Texas A&M University	Wiley Chair; faculty/administrator	Prior to Tufts roles	Veterinary education leadership; clinical pharmacology expertise

External Roles

Company	Role	Tenure	Committees/Impact
Charles River Laboratories International, Inc.	Director	Since 2008	Public company board experience; life sciences R&D oversight

Board Governance

Independence: The Board determined all directors other than the CEO are independent; specific review noted Dr. Kochevar’s affiliation with an academic institution and confirmed related transactions were below applicable independence thresholds .
Committees: Chair, Innovation, Science and Technology (IST); Member, Corporate Governance .
Committee activity: In 2024, IST met 4 times and Corporate Governance met 5 times; IST oversees R&D strategy, pipeline advancement, and technology risks; Corporate Governance oversees director succession, ESG/sustainability, and public policy risk .
Attendance: In 2024, the Board met 8 times; each director attended at least 75% of Board and committee meetings; 12 of 14 directors attended the annual meeting .
Engagement: The Board’s shareholder outreach was led by the independent Chair and included independent directors; feedback informed governance enhancements (declassification, majority vote, shareholder bylaw/amendment and special meeting rights) .
Board declassification: Process underway with all directors to stand for annual elections by 2027 .

Fixed Compensation

Metric	2023	2024
Fees Earned or Paid in Cash ($)	106,000	106,000
Stock Awards ($)	240,006	240,012
DSUs Granted (#)	20,374 (grant date 11/30/2023; $11.78 close)	18,169 (grant date 11/29/2024; $13.21 close)
DSUs Outstanding at Year-End (#)	60,231 (as of 12/31/2023)	78,400 (as of 12/31/2024)

Notes:

Non-employee director cash retainer is $90,000; committee chair retainer for “other committees” is $16,000. Kochevar’s 2024 cash total of $106,000 aligns with her IST chair role; DSUs are fully vested at grant and mandatorily deferred until the second January after Board service ends .

Performance Compensation

None disclosed for directors. Annual director equity is granted as fully vested deferred stock units (DSUs) without performance conditions; no dividends or dividend equivalents are paid on unvested equity awards .

Other Directorships & Interlocks

Company	Sector	Potential Interlock Relevance	Disclosure
Charles River Laboratories International, Inc.	Life sciences tools & CRO	Operates in preclinical research and animal models; no Elanco transaction disclosure	Current directorship; director since 2008

No related-party transactions disclosed for Kochevar beyond normal-course academic institution engagements reviewed for independence .

Expertise & Qualifications

Animal health industry leadership: Dean of a leading veterinary school; oversight of clinical and translational research; publications in peer-reviewed journals .
Legal/public policy/regulatory: Experience advancing evidence-based science with global “One Health” diplomacy .
R&D/Innovation: Strategic planning and oversight of diverse institutional research programs .
Risk management and sustainability: Quality veterinary practices and R&D community needs .
Board skills matrix: Animal health, public company board, risk/sustainability, and research/innovation; tenure 6 years; gender diversity .

Equity Ownership

DSUs: 78,400 outstanding as of 12/31/2024; 60,231 as of 12/31/2023 .
Deferral & settlement: DSUs are mandatorily deferred and settle in the second January following departure; deferred cash may accrue at 120% of the applicable federal long-term rate or be invested in deferred stock accounts .
Ownership policies: Directors must hold meaningful equity; hedging and pledging of Elanco stock are prohibited .

Governance Assessment

Strengths:
- Independent director with deep veterinary and translational science credentials; chairs IST committee overseeing innovation strategy and R&D risk—aligned with Elanco’s pipeline-driven growth .
- Consistent meeting participation standards; Board-wide enhancements to shareholder rights and declassification indicate responsiveness to investor feedback .
- Director compensation structured with significant equity via DSUs and mandatory deferral, promoting long-term alignment; prohibitions on hedging/pledging bolster alignment .
Watch items:
- External directorship at Charles River Laboratories (life sciences CRO) presents theoretical ecosystem proximity; however, no Elanco-related transactions are disclosed; independence confirmed with academic affiliation transactions below thresholds .
- No performance conditions on director equity grants; standard market practice, but investors focused on pay-for-performance should note DSUs are time-based .

Additional context signals: Say-on-pay (executive) received 93% support in 2024, indicating broader investor alignment with compensation governance at Elanco .