R. David Hoover

About R. David Hoover

R. David Hoover, age 79, is an independent director at Elanco Animal Health (ELAN) since September 2018, with 7 years of service on the board as of the 2025 proxy. He is the former Chairman and CEO of Ball Corporation and brings deep experience in business leadership, finance, M&A, and consumer products; he serves on the Compensation & Human Capital Committee and the Corporate Governance Committee at ELAN .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ball Corporation	Chairman	2002–2011	Led Ball’s largest acquisition (Reynolds Metals’ North American beverage can assets), establishing Ball as a leading global aluminum beverage can manufacturer .
Ball Corporation	Chief Executive Officer	2001–2011	Chief strategist and lead negotiator for transformative M&A; extensive global operations oversight .
Ball Corporation	President	2000–2010	Senior executive leadership across operations and strategy .
Ball Corporation	Chief Operating Officer	2000–2001	Operational leadership and execution .
Ball Corporation	Vice Chairman & Chief Financial Officer	1998–2000	Finance and accounting leadership; capital allocation and reporting oversight .

External Roles

Organization	Role	Tenure	Committees/Impact
Edgewell Personal Care (and predecessor Energizer Holdings, Inc.)	Director	2000–2021	Consumer products oversight; board experience .
Eli Lilly and Company	Director	2009–2018	Large-cap pharma board experience; legacy connection to ELAN’s former parent (historical only) .
Ball Corporation	Director	1996–2018	Long-standing governance at a global manufacturer .
Steelcase Inc.	Director	2016	Board experience in office furniture/industrial .

Board Governance

Independence: The Board determined all directors except the CEO are independent; Hoover is an independent director and has been since September 2018 .
Committee assignments: Compensation & Human Capital Committee member; Corporate Governance Committee member .
Committee activity: Compensation & Human Capital Committee met 6 times in 2024; Corporate Governance Committee met 5 times in 2024 .
Attendance: The Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings on which they served; 12 of 14 then-serving directors attended the 2024 annual meeting .
Executive sessions: Independent directors regularly conduct executive sessions at Board and committee meetings without management present .
Board leadership: Independent, non-executive chairman (Lawrence Kurzius); 93% of current Board members are independent .

Fixed Compensation

Year	Cash Retainer (Program)	Committee Chair Fees (Program)	Hoover Fees Earned (Cash)
2024	$90,000 for all non-employee directors	$25,000 Audit Chair; $20,000 Compensation Chair; $16,000 other committee chairs	$158,863

Notes:

Director cash retainers are paid quarterly and chair fees are pro-rated for midyear changes; ELAN’s compensation committee determined no changes to 2024/2025 director pay levels .
ELAN reimburses reasonable director travel expenses related to Board duties .

Performance Compensation

Grant Date	Instrument	Shares/Units	Grant Date Fair Value	Vesting	Settlement/Deferral
Nov 29, 2024	Deferred Stock Units (DSUs)	18,169 units (standard award; pro-rating applied for some directors, not indicated for Hoover)	$240,012 (based on $13.21 closing price)	Fully vested on grant date	Mandatory deferral until January of the second plan year following departure from the Board; paid in shares or installments per plan

Program highlights:

DSUs are the primary equity for directors and are fully vested but mandatorily deferred; directors can also defer cash fees into stock-equivalent or interest-bearing accounts under the Directors’ Deferral Plan .
Hedging and pledging of ELAN stock are prohibited .

Other Directorships & Interlocks

Company	Relationship to ELAN	Potential Interlock/Conflict Considerations
Eli Lilly and Company (prior director 2009–2018)	Former parent of ELAN (spin-out in 2018)	Historical governance overlap only; no current disclosed related-party transactions with Hoover; Board maintains related-party review policy .
Edgewell Personal Care; Ball Corporation; Steelcase Inc. (prior roles)	None disclosed as current ELAN counterparties	No Hoover-related related-party transactions disclosed; Board committee oversight in place .

Expertise & Qualifications

Business leadership and operations, consumer products, finance and accounting, global business, human capital management, M&A and business development, public company board experience, and risk management/sustainability (as mapped in ELAN’s skills matrix for Hoover) .

Equity Ownership

Holder	Shares Beneficially Owned (#)	Percent of Class	DSUs Outstanding (#)	Indirect Holdings Detail	Pledged as Collateral
R. David Hoover	320,920	<1%	119,859	Includes 210,000 shares via a Revocable Trust and 15,920 via Suzanne A. Hoover Revocable Trust	None; as of March 19, 2025, no shares pledged

Stock ownership guidelines and restrictions:

Directors must hold meaningful ELAN equity; DSUs are mandatorily deferred and cannot be transferred until post-departure window; prohibition on hedging/pledging ELAN stock .

Say-on-Pay & Shareholder Feedback

Proposal	For	Against	Abstain	Broker Non-Votes
2025 Advisory vote on NEO compensation	244,532,049	212,491,837	117,025	16,176,812

Frequency of say-on-pay: Shareholders approved “1 year” with 434,846,332 votes in favor (other choices received materially fewer votes); ELAN will conduct annual say-on-pay votes until the next frequency vote (no later than the 2031 annual meeting) .
Prior year (2024) say-on-pay: 93% of votes cast supported the program (context for governance trend) .

Related-Party Transactions and Policies

Policy: Audit Committee reviews and approves any related person transactions; only transactions deemed in the Company’s best interests are approved; non-disinterested committee members are excluded from consideration .
Notable 2025 disclosure: Research agreement with WEDterinary LLC, an entity partly owned by former director Bill Doyle; no Hoover-related transactions disclosed .

Governance Assessment

Strengths: Hoover is independent, seasoned, and sits on key governance/compensation committees; ELAN maintains robust governance practices (independent chair, executive sessions, anti-hedging/pledging, majority vote standard for uncontested elections, proxy access) .
Alignment: Substantial director equity via DSUs with mandatory deferral supports long-term alignment; Hoover held 119,859 DSUs as of year-end 2024 and beneficially owns 320,920 shares with no pledges disclosed .
Monitoring signals: 2025 say-on-pay passed but with a relatively close margin by vote counts, elevating scrutiny on the Compensation & Human Capital Committee’s oversight (Hoover is a member); continued engagement and program clarity are prudent .
Attendance/engagement: Board and committee meeting cadence is robust; all directors met the 75% attendance threshold, and committees held regular sessions (Compensation: 6; Corporate Governance: 5) .
Conflicts: No Hoover-related related-party transactions disclosed; ELAN’s policy and committee oversight mitigate conflict risks .

Elanco citations:

8-K voting results citations: