Lawrence Kurzius

About Lawrence Kurzius

Independent, non-executive Board Chairman of Elanco (ELAN); age 67; Elanco director since September 2018 with 7 years of service as of 2025. Background in consumer products and global operations, including prior CEO/Chairman roles at McCormick & Company; recognized for human capital leadership and sustainability oversight. Independence affirmed (all directors except the CEO are independent), with Elanco highlighting executive sessions led by the independent Board Chairman and independent committee chairs .

Past Roles

Organization	Role	Tenure	Committees/Impact
McCormick & Company, Inc.	Executive Chairman	2023–2024	Led sustainability efforts; UN Global Compact LEAD recognition .
McCormick & Company, Inc.	Chairman and Chief Executive Officer	2017–2023	Oversaw purpose-led performance; global workforce >14,000 .
McCormick & Company, Inc.	Chief Executive Officer	2016	Executive transition .
McCormick & Company, Inc.	President and Chief Operating Officer; Chief Administrative Officer; President (International Businesses; EMEA; U.S. Consumer Foods)	Various (since 2005)	Multinational leadership, talent development .
Zatarain’s	President & CEO	1997–2004	Built consumer brand; acquired by McCormick .
Zatarain’s	Vice President & Marketing Director	1991–1997	Consumer marketing leadership .
Quaker Oats; Mars/Uncle Ben’s	Marketing executive	Not disclosed	Consumer products experience .

External Roles

Organization	Role	Tenure	Committees/Impact
The Cooper Companies, Inc.	Director	Since 2023	Public company board experience .
McCormick & Company, Inc.	Director	2015–2025	Prior Chairman/Executive Chairman .
The Consumer Goods Forum; Consumer Brands Association; National Association of Manufacturers	Board/industry leadership	Not disclosed	Industry policy and sustainability advocacy .

Board Governance

Role: Independent, non-executive Board Chairman; Elanco maintains separate Chair/CEO roles, reviewed periodically for effectiveness .
Committee assignments: None (serves solely as Board Chairman) .
Independence: All directors except the CEO are independent; committees composed entirely of independent directors .
Attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings; 12 of 14 then-serving directors attended the 2024 annual meeting .
Engagement: Led governance-focused shareholder outreach with top holders (~45% of outstanding shares contacted), including independent director participation; feedback fed into Governance and Compensation committees and full Board .
Governance enhancements: 2024 shareholder-approved changes include commencing declassification by 2027, majority voting in uncontested elections, proxy access, shareholder bylaw amendment rights, special meeting thresholds; Board leadership change to Kurzius as Chairman; committee chair rotations .

Fixed Compensation

Metric	Amount	Notes
Annual cash retainer (non-employee director)	$90,000	Program level .
Chairman of the Board cash retainer	$150,000	Program level .
DSU annual grant (fair value)	$240,000	Granted ~Nov 30 annually; fully vested at grant; mandatory deferral until second January after Board departure .
2024 DSUs granted (units)	18,169	Grant-date closing price $13.21; fully vested; deferred .
2024 fees earned in cash (Kurzius)	$186,071	Reflects partial-year chair retainer following 2024 annual meeting .
2024 stock awards (Kurzius)	$240,012	DSU grant-date fair value .
2024 total (Kurzius)	$426,083	Sum of cash and stock awards .

Performance Compensation

Not applicable for non-employee directors; director DSUs are fully vested at grant and deferred, with no performance metrics or options disclosed for directors .

Other Directorships & Interlocks

Company	Role	Interlocks with ELAN stakeholders	Notes
The Cooper Companies, Inc.	Director	None disclosed	Healthcare/vision devices; no related-party transactions noted for Kurzius .
McCormick & Company, Inc.	Director; prior Chairman/Executive Chairman	None disclosed	Consumer products; no ELAN-related transactions disclosed .

Related-party transactions: 2025 research agreement with WEDterinary LLC involved former director Bill Doyle (33% owner); reviewed and approved by Audit Committee; no involvement or interest disclosed for Kurzius .

Expertise & Qualifications

Consumer products, global operations, human capital management, risk management/sustainability; extensive public company board experience .
Skills matrix indicates exposure to business leadership, finance/accounting, M&A/business development, public company boards, risk management/sustainability; 7 years tenure; male; age 67 .

Equity Ownership

Holder	Shares Beneficially Owned (#)	Percent of Class (%)	DSUs (#)	Pledged?
Lawrence Kurzius	30,000	<1%	120,026	None pledged (as of record date) .

DSU status: DSUs fully vested at grant; settlement deferred until second January following Board departure; director compensation partially delivered in equity to facilitate ownership .
Prohibitions: Hedging and pledging of Elanco stock prohibited; robust stock ownership guidelines for executives; directors encouraged to hold meaningful equity (guidelines considered periodically) .

Insider Trades

Period	Reported Form 4 Transactions	Late Filings	Notes
2024–2025	Not disclosed for Kurzius	No late filing disclosed for Kurzius; late filings noted for CEO Simmons and EVP Modi (administrative oversight)	Section 16(a) compliance section lists exceptions; none for Kurzius .

Governance Assessment

Positives: Independent, non-executive Chairman; strong shareholder-responsive governance enhancements (declassification, majority voting, proxy access, shareholder rights); fully independent committees; active shareholder engagement led by Chairman; prohibition on hedging/pledging; meaningful equity alignment via DSUs .
Potential risks/considerations: Chairman does not sit on committees (reduces formal committee-level involvement but aligns with non-executive Chair oversight model); no director-specific attendance disclosed beyond 75% threshold; external board commitments monitored under policy (≤3 other public boards) and currently compliant .
Signals to investors: Board’s pay-for-performance rigor for executives (ECE/Adjusted EBITDAR) and say-on-pay support (93% in 2024) suggest alignment; Chairman’s leadership in governance outreach and sustainability oversight bolsters confidence .