Michael Harrington

About Michael Harrington

Independent director at Elanco since September 2018; age 62. Former Senior Vice President and General Counsel at Eli Lilly, where he oversaw legal, regulatory, governance, risk management, and information security, and played a leading role in Elanco’s separation and NYSE listing . Serves on Elanco’s Audit Committee, chairs the Corporate Governance Committee, and is a member of the Innovation, Science and Technology Committee . Current public company directorship: Inotiv, Inc. (since 2024) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Eli Lilly and Company	Senior Vice President, General Counsel	2013–2020	Oversight of legal/public policy/regulatory, risk, corporate governance and compliance; prior oversight of information security program
Eli Lilly and Company	Vice President & Deputy General Counsel, Global Pharmaceutical Operations	2010–2012	Executed numerous transactions; supported global operations
Eli Lilly and Company	Vice President & Deputy General Counsel, Corporate	2004–2010	Corporate legal oversight
Eli Lilly and Company	Managing Director, New Zealand affiliate	2001–2003	Country leadership
Eli Lilly and Company	General Counsel, Asia Pacific	1996–2000	Regional legal leadership
Elanco separation	Separation leadership	2018 (transaction)	Played a leading role in Elanco’s spin from Lilly and subsequent NYSE listing

External Roles

Organization	Role	Tenure	Committees/Impact
Inotiv, Inc.	Director	Since 2024	Not disclosed in Elanco proxy

Board Governance

Committee assignments: Audit (member), Corporate Governance (Chair), Innovation, Science and Technology (member) .
Committee meeting cadence in 2024: Audit 9 meetings; Corporate Governance 5; Innovation 4 .
Independence: Board determined all members of Audit, Corporate Governance, and Innovation committees are independent under SEC/NYSE standards; Audit members financially literate; three designated financial experts (Anand, Garcia, Herendeen) .
Board 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 .
Governance leadership signal: In 2024, the Board rotated committee leadership; Michael Harrington became Corporate Governance Committee Chair, and that committee led director succession (e.g., selection of Dr. Stacey Ma) and supported declassification/majority voting/special meeting/proxy access enhancements adopted by shareholders and Board .

Fixed Compensation

Program structure (2024): Cash annual retainer $90,000; DSU grant $240,000; Committee Chair retainers: Audit $25,000, Compensation $20,000, other standing committees (incl. Corporate Governance and Innovation) $16,000; Chairman of the Board $150,000 cash; pro-rated for mid-year changes .
Equity mechanics: DSUs granted on or about Nov 30 annually; fully vested at grant; mandatory deferral until the second January following departure from the Board; DSUs determined by dividing $240,000 by closing price on grant date .
2024 actuals (Harrington): Fees earned in cash $99,363; Stock awards (DSUs grant-date fair value) $240,012; Total $339,375 .
2024 equity details: Granted 18,169 DSUs on Nov 29, 2024 (closing price $13.21) .

Component	Amount/Detail
Annual cash retainer	$90,000
Corporate Governance Chair retainer	$16,000
DSU annual grant value	$240,000 (fully vested; mandatory deferral)
2024 Cash actually paid	$99,363
2024 Stock awards (grant-date fair value)	$240,012
2024 DSUs granted	18,169 units (Nov 29, 2024; $13.21 closing price)

Performance Compensation

Component	Performance Metrics
Non-employee director compensation	None disclosed; program comprises fixed cash retainers and fully vested DSUs with mandatory deferral; no performance-conditioned elements for directors

Other Directorships & Interlocks

Company	Role	Since	Notes
Inotiv, Inc.	Director	2024	No Elanco-related transactions disclosed involving Harrington; Elanco related-person transaction disclosed for former director Doyle/WED, pre-approved by Audit Committee

Expertise & Qualifications

Animal Health/Health Care: Three decades at Lilly; experience benefits oversight of Elanco .
Legal/Public Policy/Regulatory: Led legal, public policy, government/regulatory affairs, IP, risk, governance, compliance at Lilly .
Digital/Technology/Cybersecurity: Prior oversight of Lilly information security program .
M&A/Business Development: Executed numerous transactions at Lilly; led Elanco separation and listing .
Skills matrix confirms expertise areas and demographics (age 62; tenure 7 years) .

Equity Ownership

Holder	Shares Beneficially Owned (#)	Percent of Class (%)	DSUs Outstanding (#)	Pledged as Collateral
Michael Harrington	19,600	<1%	79,663	None pledged; directors prohibited from pledging; anti-hedging policy in place

DSUs settle in shares in the second January following separation; DSUs carry no voting rights and are excluded from “beneficial ownership” under SEC rules for the table, but shown for alignment context .

Governance Assessment

Board effectiveness: Harrington’s legal, regulatory and cybersecurity background strengthens oversight on Audit and innovation risk, and his leadership as Corporate Governance Chair aligns with shareholder-driven governance enhancements (declassification, majority voting, proxy access, special meetings) .
Independence and engagement: Committee roles deemed independent under SEC/NYSE; Board documented robust committee activity in 2024; directors met attendance thresholds .
Pay and alignment: Director pay is heavily equity-based ($240k DSUs vs. ~$90k cash), fully vested but mandatorily deferred until two Januaries post-departure, reinforcing long-term alignment and discouraging short-termism .
Conflicts/related party: No related-person transactions disclosed for Harrington; Elanco’s policy requires Audit Committee review/approval—demonstrated in the Doyle/WED example . Anti-hedging/anti-pledging rules mitigate misalignment risks .
RED FLAGS: None disclosed specific to Harrington (no pledging, no related-party transactions, independence affirmed). Monitor external board at Inotiv for potential future interlocks with Elanco counterparties; no such relationships disclosed by Elanco to date .