Kapila Anand
Elanco Animal HealthAbout 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) .