Kirk McDonald

About Kirk McDonald

Independent non-employee director at Elanco (ELAN) since March 2019; age 58. Former CEO of GroupM North America and long-time digital/media executive with operating experience at AT&T/Xandr, Microsoft’s ad businesses, Time Inc., and PubMatic. Currently Chairs Elanco’s Compensation & Human Capital Committee and serves on the Innovation, Science & Technology Committee; designated independent by the Board. Skills emphasize digital/technology, human capital leadership, consumer marketing, and business operations.

Past Roles

Organization	Role	Tenure	Committees/Impact
Sundial Media Group	Founding member & CEO	2024 – Present	Virtually integrated media/technology; operating CEO role
GroupM North America	CEO; member of Global Leadership Team	2020 – 2023	Led ~6,500-person organization; technology-enabled media services
Xandr (AT&T)	Chief Business Officer; Chief Marketing Officer	2019 – 2020; 2018 – 2019	Commercial and marketing leadership for ad tech unit
AT&T Inc.	CMO, Advertising & Analytics	N/A (prior to 2018)	Senior marketing leadership
PubMatic, Inc.	President	N/A	Programmatic advertising leadership
Time Inc.	President, Digital	N/A	Led digital operations
Fortune	Money Group	Chief Advertising Officer	N/A
Microsoft (DRIVEpm, Atlas)	SVP, Network Sales (ad business units)	N/A	Digital ad sales

External Roles

Organization	Role	Tenure	Notes
Ziff Davis, Inc.	Director (public company)	Since 2023	Current public directorship
Sundial Media Group	Founding member & CEO	Since 2024	Private company; media/tech/experiential

Board Governance

Independence and roles: Independent director; Chair, Compensation & Human Capital Committee (CHCC); member, Innovation, Science & Technology (IST). All committees composed entirely of independent directors.
Attendance and engagement: Board met 8 times in 2024; each director attended at least 75% of Board/committee meetings on which they served. CHCC met 6 times; IST met 4 times in 2024.
Leadership changes and refresh: 2024 rotation elevated McDonald to CHCC Chair; broader governance enhancements included declassification process, majority vote for directors, shareholder rights to amend bylaws/call special meetings.
Compensation governance: CHCC engages Willis Towers Watson as independent consultant; WTW provided no other services to management in 2024. Robust clawback policies (NYSE 402 rules plus supplemental misconduct policy), anti-hedging/pledging, and executive/ director ownership practices.

Committee assignments and 2024 meeting cadence

Committee	Role	Meetings (2024)
Compensation & Human Capital	Chair	6
Innovation, Science & Technology	Member	4

Fixed Compensation

Non-employee directors receive a cash retainer and additional chair fees; program unchanged for 2024 and 2025.

Element	2023	2024
Annual Board cash retainer (standard)	$90,000	$90,000
Chair, Compensation Committee cash retainer	$20,000	$20,000
Kirk McDonald: Cash fees actually paid	$90,000	$101,703

Notes: Cash retainers are pro-rated with mid-year changes; increases for McDonald in 2024 reflect partial-year chair role.

Performance Compensation

Elanco pays directors in fully vested DSUs (mandatory deferral), not performance-conditioned equity; no options granted to directors.

Equity element	Grant mechanics	2023 Grant (K. McDonald)	2024 Grant (K. McDonald)
Annual DSUs (fully vested; deferred)	DSU grant ~Nov 30; value $240,000 ÷ close price; paid at second January after board departure	20,374 DSUs; $240,006	18,169 DSUs; $240,012

Additional details:

DSUs are mandatorily deferred until the second January following director’s board departure; directors may also defer cash into a Deferred Stock Account or a Deferred Compensation Account (120% of applicable federal long-term rate).
Anti-hedging/pledging applies to directors.
No performance metrics apply to director equity; it is a fixed-value retainer in DSUs.

Other Directorships & Interlocks

Company	Type	Role	Potential interlock/conflict noted
Ziff Davis, Inc.	Public	Director	None disclosed by Elanco
Sundial Media Group	Private	CEO	None disclosed by Elanco

Elanco’s 2025 proxy’s independence review did not cite any McDonald-related related-party transactions; related-person transaction disclosure focused on a former director (Bill Doyle).

Expertise & Qualifications

Digital, technology and cybersecurity oversight; recognized by AdWeek among “50 vital leaders in tech, media and marketing.”
Business leadership and operations; consumer products/marketing experience at AT&T, Microsoft (ad units), Time Inc.; CEO tenure at GroupM.
Human capital management from leading large organizations.

Equity Ownership

Ownership detail (as of record dates noted)	Value
Shares beneficially owned (common)	0 shares (as of Mar 19, 2025)
DSUs outstanding	78,400 (as of Dec 31, 2024); DSUs deferred until post-service
Pledged or hedged shares	None; anti-hedging/pledging policy in place

Stock ownership alignment policies: Directors receive a substantial portion of compensation in equity/DSUs and cannot sell shares granted by the Company until January of the second plan year after board service ends.

Director Compensation (Individual)

Metric	2023	2024
Fees Earned or Paid in Cash (K. McDonald)	$90,000	$101,703
Stock Awards (DSUs)	$240,006	$240,012
Total	$330,006	$341,715

Program context: 2024 summary for all non-employee directors—Cash $90,000; DSUs $240,000; Chair retainers: Board Chair $150,000; Audit $25,000; CHCC $20,000; other committee chairs $16,000.

Say-on-Pay & Shareholder Feedback

Year	Outcome	Detail
2024	Passed	93% of votes cast supported say-on-pay, per Elanco disclosure
2025	Passed (narrow)	For: 244,532,049; Against: 212,491,837; Abstain: 117,025; frequency “1 year” supported (For frequency 1 yr: 434,846,332)

Board-led investor engagement and governance enhancements (declassification, majority vote standard, proxy access, bylaw amendments, special meeting rights) were added in response to shareholder feedback.

Compensation Committee Analysis (as it relates to McDonald’s chair role)

Independent consultant: WTW; no other services to management in 2024.
Metric discretion: For 2024 and 2025, CHCC excluded the divested Aqua business from ECE (annual cash plan) and Adjusted EBITDAR targets (PAs) to avoid penalizing management for a shareholder-favorable divestiture; baseline restated to ensure comparability.
Clawbacks: NYSE 402-compliant policy plus supplemental misconduct-based recovery; anti-hedging/pledging.

Investor consideration: The significant drop in 2025 say-on-pay support following these metric adjustments and broader compensation outcomes warrants enhanced engagement and potential program refinements by the CHCC under McDonald’s leadership.

Related-Party / Conflicts Screening

Independence: All directors except the CEO are independent; Board specifically reviewed director-affiliated entities and found transactions below independence thresholds; no issues cited for McDonald.
Related-person transactions (latest proxy): Disclosed a research agreement involving former director Bill Doyle/WED; no transactions involving McDonald.
Hedging/pledging prohibited for directors; none disclosed as pledged.

Governance Assessment

Strengths: Independent chairing of Compensation & Human Capital; strong digital/technology and human capital expertise; independent-only committees; robust clawbacks and anti-hedging; director equity paid in DSUs with mandatory deferral; at least 75% meeting attendance; WTW independence.
Watch items / RED FLAGS:
- 2025 say-on-pay support fell sharply vs. 2024; necessitates clear responsiveness and potential plan adjustments under CHCC.
- Committee discretion to adjust incentive metrics for divestiture (Aqua) may attract investor scrutiny; clear rationale disclosed but should be tightly governed prospectively.

Elanco’s ongoing governance enhancements (declassification process by 2027; majority vote; shareholder rights) and independent oversight structure support investor confidence; McDonald’s committee leadership will be central to rebuilding say-on-pay support through transparent alignment of pay with performance.