Ellen de Brabander

About Ellen de Brabander

Ellen de Brabander, Ph.D., 62, is Executive Vice President, Innovation and Regulatory Affairs at Elanco. She joined Elanco in October 2021 and leads global R&D, external innovation, and regulatory affairs; she earned her doctorate (cum laude) in bio-organic chemistry from Leiden University and completed post-doctoral work in molecular biology at MIT, has co-authored 60+ scientific publications, and holds 18 patents . Company performance context under her innovation remit includes 2024 revenue of $4.439B, Adjusted EBITDA of $910M, ~3% organic constant currency revenue growth in 2024, and a 19% TSR decline in 2024; incentive plans focus on Elanco Cash Earnings (ECE) and Adjusted EBITDAR, which directly drive her pay outcomes .

Past Roles

Organization	Role	Years	Strategic Impact
PepsiCo	Senior Vice President, Research & Development (company-wide responsibility for food safety, quality, regulatory, and R&D digital transformation)	Mar 2014 – Oct 2021	Led enterprise R&D and regulatory digitization across global food & beverage portfolio
Merial (now Boehringer Ingelheim Animal Health)	R&D leadership	Prior to 2014	Led animal health R&D organizations, contributing sector expertise
Intervet (now Merck Animal Health)	R&D leadership	Prior to 2014	Led animal health R&D organizations, pipeline advancement
DSM	R&D leadership	Prior to 2014	Led life sciences R&D organizations, product innovation

External Roles

Organization	Role	Years
Archer-Daniels-Midland Company	Director	Current (as disclosed)
Brightlands Campus Greenport Venlo B.V.	Director	Current (as disclosed)
LTS Lohmann Therapie-Systeme AG	Director	Current (as disclosed)

Fixed Compensation

Summary Compensation (USD):

Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Comp ($)	All Other Comp ($)	Total ($)
2022	667,819	—	1,258,543	419,505	434,750	29,426	2,810,043
2023	709,748	—	2,031,513	510,502	392,491	39,480	3,683,732
2024	753,048	—	2,031,537	510,502	581,730	37,115	3,913,932

Base Salary and Target Bonus:

Year	Base Salary ($)	Target Bonus (%)	Actual Company Achievement (%)	Actual Bonus Paid ($)
2023	709,748	70	103	392,491
2024	753,048	75	103	581,730 (paid in EUR and converted to USD; €537,660 at 1.0820)

Notes:

Salaries for Dr. de Brabander are paid in Euros and converted at average daily rates (2024: 1.0820; 2023: 1.0816; 2022: 1.0533) .
2024 base salary increase vs. 2023 was 6.1% in Euros; USD reflections include FX impact .

Performance Compensation

Annual Cash Incentive (AIP) – ECE Metric:

Metric	Weighting	Threshold	Target	Maximum	2024 Actual	Payout Multiple
Change in Elanco Cash Earnings (ECE) vs. prior year	100%	$(860)M	$(520)M	$(181)M	$(509)M	103% of target

Performance Awards (PAs) – Adjusted EBITDAR:

Grant	Performance Period	Metric	Target Shares	2023 Multiple	2024 Multiple	Final Payout (%)	Shares Paid
2023–2024 Executive PAs	2-year (avg of 2023 & 2024)	Adjusted EBITDAR	90,675	76.75%	103.97%	90.36%	81,937

Special R&D Performance Awards (Dr. de Brabander):

Award	Target Value	Vest Timing	Payout Range	Key Milestones / Impacts
2023 Special R&D PA	Notional shares; target 45,621 shares	Vested at end of 2024	Multiple based on milestone attainment; final 130%	US approvals achieved: Bovaer Dairy (+10%), Zenrelia (+10%), Credelio Quattro (+10%); Shares paid out: 59,307
2024 Special R&D PA	$500,000	Mid-2026 (subject to milestone achievement)	60%–140% of target	Incentivizes 2025 regulatory approvals and pipeline build; target/threshold/maximum shares: 34,154 / 20,492 / 47,816

2024 Equity Grants and Vesting Schedules:

Award Type	Grant Date	Shares / Options	Exercise Price	Expiration	Vesting Schedule	Grant Date Fair Value
2024 RSUs	3/1/2024	31,847	—	—	33% on 3/1/2025, 33% on 3/1/2026, 34% on 3/1/2027	$510,507
2024 Options	3/1/2024	69,456	$16.03	3/1/2034	33% on 3/1/2025, 33% on 3/1/2026, 34% on 3/1/2027	$510,502 (Black-Scholes $7.35/option)
2024 Executive PAs	3/1/2024	Target 63,694	—	—	Two-year performance period (2024–2025), average of the two years	$1,021,015
2024 Special R&D PA	1/2/2024 (approved 8/15/2023)	Target 34,154; Threshold 20,492; Max 47,816	—	—	Vests mid-2026 subject to milestones	$500,015

Outstanding Equity Awards at 12/31/2024 (Dr. de Brabander):

Award	Exercisable Options (#)	Unexercisable Options (#)	Exercise Price ($)	Expiration	Unvested RSUs (#)	RSU Market Value ($)	Unearned/Unvested PA/Other Units (#)	PA Market/Payout Value ($)
2022 Options	25,424	13,098	28.94	3/1/2032	—	—	—	—
2023 Options	34,171	69,379	11.26	3/1/2033	—	—	—	—
2024 Options	—	69,456	16.03	3/1/2034	—	—	—	—
2022 RSUs	—	—	—	—	4,930	$59,702	—	—
2023 RSUs	—	—	—	—	30,377	$367,865	—	—
2024 RSUs	—	—	—	—	31,847	$385,667	—	—
2023–2024 Executive PAs	—	—	—	—	—	—	90,675	$1,098,074
2024–2025 Executive PAs	—	—	—	—	—	—	63,694	$771,334
2023 Special R&D PA	—	—	—	—	—	—	45,621	$552,470
2024 Special R&D PA	—	—	—	—	—	—	34,154	$413,605

Vesting & Exercisability Footnotes:

RSUs vest 33%/33%/34% annually over 3 years; options vest on same schedule; grant-date pricing: RSUs at $16.03 and options valued at $7.35 for 2024 awards .
Special R&D PA 2023 vested after 2024 milestone completion; 2024 special PA vests mid-2026 subject to milestones .

Equity Ownership & Alignment

Beneficial Ownership (as of March 19, 2025):

Holder	Shares Beneficially Owned (#)	Percent of Class (%)	Options Exercisable within 60 days (#)	Pledged Shares
Ellen de Brabander	264,195	<1%	129,784	None pledged

Alignment Policies:

Stock ownership guidelines: NEOs must hold Elanco stock worth at least 3× annual base salary; 5-year window to reach compliance; must hold at least 50% of equity awards until requirements are satisfied; RSUs count, PAs and options do not .
Anti-hedging and anti-pledging policy applies to employees and directors .
As of May 2024 governance review, NEOs were compliant or making appropriate progress toward guideline levels .

Employment Terms

Severance and Change-in-Control:

No employment agreements; no excise tax gross-ups; robust clawback policies (Required policy per SEC/NYSE, Supplemental policy for misconduct/restatement, recovery up to 3 years) .
Change-in-control plan uses double trigger; covered terminations include without cause or for good reason within two years; severance equals 2× base salary plus 2× target bonus; 18 months of benefit continuation; equity fully vests (PAs at target) upon qualifying termination post-CIC .
Executive Severance Plan (non-CIC): for NEOs other than CEO, lump sum equal to 1× base salary + 1× target annual cash incentive bonus + 12 months of company contributions for medical/dental; outplacement up to 12 months .

Potential Payments to Dr. de Brabander (hypothetical termination on Dec 31, 2024):

Scenario	Cash Severance ($)	Benefits (Present Value) ($)	Equity Acceleration Value ($)	Total ($)
Death	—	—	3,092,243	3,092,243
Disability/Reduction in Force/Other Qualified (non-CIC)	1,317,835	—	2,551,934	3,869,769
Non-qualified discharge (non-CIC)	1,317,835	—	—	1,317,835
Qualifying termination in connection with CIC	2,635,669	901	3,707,691	6,344,261

Equity Treatment on Termination:

Post-CIC qualifying termination: RSUs and options fully vest; PAs deemed earned at target and fully vest .
Qualifying termination not in CIC: RSUs and options vest pro-rata; some RSUs continue to vest pro-rata post-retirement; PAs vest pro-rata based on current forecast .
Death: all awards fully vest; if successor in CIC does not assume awards, full vesting occurs .

Compensation Structure Analysis

Mix: 2024 long-term incentive awards targeted at 50% PAs, 25% RSUs, 25% options; program ties over half of NEO target pay to preset financial metrics (ECE and Adjusted EBITDAR) alongside stock price exposure .
2024 AIP outcome modestly above target (103%) after Committee adjusted ECE to exclude aqua divestiture impacts for comparability, highlighting disciplined calibration against capital efficiency and growth .
2023–2024 PA payout at 90.36% reflects Committee adjustments (FX, impairments, pension, divestiture) and two-year averaging, underscoring pay-for-performance alignment and governance oversight of non-operational factors .
No repricing of stock options, no guaranteed short-term incentives/equity, no single-trigger CIC, and no significant perquisites; robust stock ownership rules and clawbacks mitigate misalignment risk .

Risk Indicators & Red Flags

Hedging/pledging prohibited; none of the disclosed shares for executives/directors were pledged as of March 19, 2025 .
No employment agreements and no excise tax gross-ups; double-trigger CIC reduces windfall risk .
Clawback policies (Required and Supplemental) support recovery of incentive compensation in restatements or misconduct .

Equity Ownership & Vesting Pressure Map

Upcoming tranches: 2024 RSUs/options vest annually each March through 2027; combined with 2024–2025 PAs and 2024 Special R&D PA (mid-2026), this creates ongoing retention hooks and potential supply from vest-driven liquidity events; RSU/option vesting schedules are 33/33/34 over 3 years .
Options profile: 2023 options carry $11.26 exercise price, 2024 options $16.03, and 2022 options $28.94; stock price used for year-end valuations was $12.11 on 12/31/2024, framing in-the-money/out-of-the-money dynamics at that date .

Expertise & Qualifications

Ph.D. bio-organic chemistry (cum laude, Leiden); post-doc molecular biology (MIT); 60+ publications and 18 patents; multi-sector R&D leadership across animal health and FMCG .

Employment Terms Summary

Policy/Plan	Key Terms
Stock Ownership Guidelines	3× base salary for NEOs (5-year compliance window); hold 50% of equity until met; RSUs count, PAs/options do not
Anti-Hedging/Pledging	Prohibited for employees and directors
Clawbacks	SEC/NYSE-compliant Required policy; Supplemental policy for misconduct/restatement; recovery up to 3 years
CIC Severance	Double trigger; 2× base + 2× target bonus; 18 months benefits; equity fully vests, PAs at target
Executive Severance (non-CIC)	1× base + 1× target bonus; 12 months employer medical/dental contributions; outplacement up to 12 months
No Employment Agreements	No employment contracts with NEOs

Investment Implications

Strong pay-for-performance design: single-metric AIP (ECE) and two-year Adjusted EBITDAR PAs align payouts with capital efficiency and operating improvement; 2024 AIP at 103% and 2023–2024 PA at 90.36% demonstrate calibrated outcomes tied to fundamentals .
Retention risk appears contained: significant unvested equity (RSUs, options, PAs, special R&D PA) with staggered vesting through 2027 and milestone-linked awards create retention hooks for ongoing pipeline execution .
Insider supply watchpoints: annual March vestings (RSUs/options) and mid-2026 special PA vest could add selling pressure; anti-hedging/pledging policy and ownership guidelines mitigate misalignment, and no pledged shares reported .
Governance mitigants: double-trigger CIC, no excise tax gross-ups, no employment agreements, robust clawbacks reduce shareholder risk from windfalls or misconduct .
Execution signal: special R&D awards tied to 2024 approvals (achieved) and mid-2026 milestones indicate high confidence in innovation delivery under Dr. de Brabander’s leadership, with tangible payout linkage to regulatory outcomes .