Kapila Anand

About Kapila Anand

Independent director at Elanco since September 2018; age 71. Retired KPMG LLP partner and Senior Advisor (1989–2016; 2016–2020), elected to KPMG’s U.S. and Americas boards (2005–2010), and Chair of the KPMG Foundation. Serves as Audit Committee Chair and member of the Corporate Governance Committee; designated an “audit committee financial expert.” Core credentials: CPA, deep finance, audit, risk management, regulatory, and M&A expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
KPMG LLP	Audit Signing Partner and Advisory Partner	1989–2016	Financial reporting, internal controls, risk assessments; developed KPMG’s private equity and regulatory businesses
KPMG LLP	Senior Advisor	2016–2020	Advisory partner to risk and governance practice; M&A and integration services
KPMG U.S. & Americas Boards	Elected Board Member	2005–2010	Governance oversight; strategic policy development
KPMG Foundation	Chair	Not specified	Philanthropic governance leadership

External Roles

Organization	Role	Tenure	Notes
Omega Healthcare Investors Inc.	Director	Since 2018	Current public company board
Extended Stay America, Inc. & ESH Hospitality, Inc.	Director	2016–2021	Prior public company boards

Board Governance

Independence: Independent director; Elanco’s Board determined all directors except the CEO are independent and committee members meet NYSE/SEC independence standards .
Committees: Audit (Chair); Corporate Governance (member) .
Audit Committee meetings in 2024: 9; Corporate Governance Committee meetings in 2024: 5 .
Attendance: Board met eight times in 2024; each director attended at least 75% of Board and committee meetings; 12 of 14 directors attended the 2024 annual meeting .
Executive sessions: Independent directors regularly conduct executive sessions at Board and Committee meetings without management present .

Committee	Role	2024 Meetings	Key Oversight Areas
Audit	Chair	9	Financial statements integrity, auditor independence, internal controls, financial risk, information security/data privacy (financial reporting context)
Corporate Governance	Member	5	Board succession, director nominations, ESG and sustainability oversight, public policy/lobbying risk

Fixed Compensation

Year	Cash Fees ($)	Equity Awards (DSUs) ($)	Total ($)
2024	115,000	240,012	355,012

Director compensation program: Annual cash retainer $90,000; Audit Chair additional $25,000; annual DSU grant $240,000 (fully vested at grant, mandatory deferral until the second January following departure); Chairman receives an additional $150,000 cash retainer (not applicable to Anand) .
2024 DSU grant mechanics: DSUs granted on or about November 30; 2024 grant date price $13.21; typical grant 18,169 DSUs (award is pro-rated for partial-year directors) .
Cash vs equity mix (Anand, 2024): ~32% cash ($115,000) and ~68% equity ($240,012), aligning incentives toward long-term ownership .

Performance Compensation

None disclosed for non-employee directors; annual DSUs are time-based, fully vested at grant, and mandatorily deferred (no performance metrics or options in director pay program) .

Performance Metric	Weighting	Outcome
None used in director compensation	N/A	N/A

Other Directorships & Interlocks

Current: Omega Healthcare Investors Inc. (since 2018) .
Prior: Extended Stay America, Inc.; ESH Hospitality, Inc. (2016–2021) .
Interlocks/conflicts: No related-person transactions disclosed involving Anand; Board’s RPT review noted a transaction with a former director (Bill Doyle) but not with Anand . Elanco’s independence review considered director-affiliated entities and found transactions below independence thresholds; Anand remains independent .

Expertise & Qualifications

Finance & Accounting; Audit financial expert designation; extensive public company audit committee service .
Risk Management & Sustainability; ERM, internal controls, enterprise risk oversight .
Legal, Public Policy & Regulatory; development of KPMG’s regulatory businesses .
M&A & Business Development; advisory partner to KPMG’s M&A and integration services .
Public Company Board Experience; tenure at Omega Healthcare Investors and prior boards .
Skills matrix lists Finance and Accounting, Risk Management & Sustainability, M&A & Business Development, Public Company Board Experience among her competencies .

Equity Ownership

Holder	Beneficial Shares (#)	Percent of Class (%)	DSUs Outstanding (#)	Pledged?
Kapila Anand	3,200	<1%	88,119	None pledged

DSUs are fully vested at grant and mandatorily deferred until the second January after Board departure; directors may also defer cash fees into DSUs; anti-hedging and anti-pledging policies apply to directors .
Board policy on outside boards: Non-employee directors may not serve on more than three other public company boards; all directors in compliance .

Governance Assessment

Strengths: Independent Audit Chair with audit committee financial expert designation; robust meeting cadence and oversight remit; independence affirmed by Board; DSU-heavy pay mix supports long-term alignment; formal prohibition on hedging/pledging; majority vote standard in uncontested elections and Board declassification underway, elevating accountability .
Engagement: Board executed shareholder outreach in late 2024–early 2025 led by independent Chairman, with feedback routed to governance and compensation committees; supports responsiveness and transparency .
Attendance: Met at least 75% of Board/committee meetings; Board held eight meetings in 2024; indicates active participation .
RED FLAGS: None disclosed specific to Anand (no related-party transactions, no pledging). Note historical KPMG affiliation does not indicate current auditor conflict (Elanco’s auditor is EY; independence confirmed) .