Paul Herendeen

About Paul Herendeen

Paul Herendeen, 69, is an independent director of Elanco (ELAN) since December 2020. He serves on the Audit Committee and the Finance, Strategy and Oversight Committee, is designated an “audit committee financial expert,” and is recommended to be appointed Chair of the Finance, Strategy and Oversight Committee at the 2025 Annual Meeting . His board tenure is ~4 years (skills matrix shows 4) and he is independent per board determinations; all directors other than the CEO are independent .

Past Roles

Organization	Role	Tenure	Committees/Impact
Bausch Health Companies Inc.	EVP & CFO; Advisor to Chairman & CEO	CFO 2016–2021; Advisor 2021–2022	Reduced debt and strengthened balance sheet; deep finance and investor relations expertise
Zoetis Inc.	EVP & CFO	2014–2016	Animal health operating/financial leadership
Warner Chilcott	CFO	1998–2001; 2005–2013	M&A and business development leadership
MedPointe Pharmaceuticals	EVP & CFO	N/D	Operating and finance leadership
Dominion Income Management; Cornerstone Partners	Principal investor	~10 years	Investment/M&A work on portfolio companies
Oppenheimer & Co.; Continental Bank Corp.	Investment banking/capital markets	N/D	Corporate finance experience
Arthur Andersen & Co.	Senior auditor	N/D	Foundational accounting experience

External Roles

Company	Role	Since	Notes/Industry
Endo, Inc.	Director	2024	Public life sciences company board
Grifols, S.A.	Director	2024	Public life sciences company board

Elanco’s Corporate Governance Guidelines limit non-employee directors to no more than three other public company boards; Herendeen’s two directorships are within guideline limits .

Board Governance

Committees: Audit (member; financial expert), Finance, Strategy and Oversight (member; recommended as Chair) .
Committee mandates: Audit oversees financial reporting integrity, auditor independence, internal controls, financial compliance, and info security as it relates to reporting; met 9 times in 2024 . Finance, Strategy and Oversight oversees M&A/divestitures, capital structure, liquidity, FX/interest risks, margin/growth progress; met 4 times in 2024 .
Attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings; 12 of 14 attended the 2024 annual meeting .
Independence: Board determined all directors other than the CEO are independent; Herendeen listed “Independent Director since: December 2020” .
Board leadership: Independent Chairman (Lawrence Kurzius) with regular executive sessions; all committee chairs independent .
Shareholder engagement: Independent directors led governance-focused outreach with top holders representing ~45% of shares; feedback routed to Governance and Compensation Committees .

Fixed Compensation

Component	2024 Amount	Details
Annual cash retainer	$90,000	Paid quarterly; pro-rated for changes
Committee chair retainer (if Chair)	$16,000	Applicable to Finance, Strategy and Oversight Chair; paid if/when appointed
Equity (DSUs)	$240,012	Granted Nov 29, 2024; 18,169 DSUs based on $13.21 close; fully vested at grant but mandatorily deferred until second January after board departure

Program unchanged for 2024 and again for 2025 per Compensation & Human Capital Committee review with WTW .

Performance Compensation

Element	Performance Metrics	Vesting/Settlement	Notes
Director DSUs	None disclosed for directors	Fully vested at grant; settlement deferred until second January after departure	Director equity is time-based/deferral-based; not tied to operating metrics

Other Directorships & Interlocks

External Entity	Relationship to ELAN	Potential Interlock/Conflict
Endo, Inc.; Grifols, S.A.	Unrelated life sciences boards	No ELAN-related transactions disclosed with these entities; Board independence affirmed .

Expertise & Qualifications

Animal health/health care leadership across MedPointe, Warner Chilcott, Zoetis, Bausch Health .
Finance and accounting expertise as multi-company CFO; investor relations leadership .
M&A and business development track record in pharma and investing roles .
Institutional investor perspective from >15 years of CFO-level engagement; “audit committee financial expert” designation on Elanco’s Audit Committee .

Equity Ownership

Security Ownership (as of April 1, 2024)

Metric	Amount
Shares Beneficially Owned (#)	10,000
DSUs (#)	46,330
Shares pledged as collateral	None; no pledging

DSUs Outstanding (as of December 31, 2024)

Metric	Amount
DSUs outstanding	64,499

Hedging/pledging: Company prohibits hedging or pledging Elanco stock; director equity deferrals enforce long-term alignment .

Governance Assessment

Strengths:
- Deep CFO/operator with capital markets, deleveraging and IR credibility—valuable for Audit and Finance committee oversight; formally recognized as an “audit committee financial expert” .
- Recommended elevation to Chair of Finance, Strategy and Oversight suggests board confidence in his strategic finance stewardship (M&A, capital structure, risk) .
- Alignment features: DSUs fully deferred until post-board service; no hedging/pledging; meaningful personal share ownership; director pay structure stable year over year .
Watch items / potential red flags:
- Multiple outside directorships (two) require continued time-commitment monitoring, though within Elanco’s three-board limit and all directors met attendance thresholds .
- No director-specific performance linkage in equity grants (standard for directors), but mandatory deferral and ownership guidelines mitigate short-termism .
Broader signals: 2024 say-on-pay support at 93% indicates shareholder comfort with compensation governance; board declassification, majority vote standard, proxy access, and special meeting rights reflect responsiveness to investors .

No related-party transactions involving Herendeen are disclosed; the sole related-person item in 2025 involved a former director (William Doyle) and was Audit Committee approved, underscoring process discipline .