Rajeev Modi

About Rajeev Modi

Rajeev (Bobby) Modi is Executive Vice President, U.S. Pet Health and Global Digital Transformation at Elanco, a role he has held since March 2022. He is 44 and holds a B.S. in Chemical Engineering (University of Cincinnati) and an MBA in Marketing, Management Strategy and Finance (Northwestern Kellogg). At Elanco, he oversaw approvals of three blockbuster‑potential pet products: Canine Parvo Monoclonal Antibody, Zenrelia™, and Credelio Quattro™, contributing to Elanco’s innovation momentum . Company performance during 2024 included $4.439B revenue, $910M adjusted EBITDA, and 3% organic constant currency revenue growth with $461M innovation revenue exceeding target, contextualizing his tenure’s strategic focus on U.S. Pet Health growth .

Past Roles

Organization	Role	Years	Strategic Impact
Conagra Brands	VP & GM, Enhancers and Components	May 2021 – Apr 2022	Responsible for a substantial Grocery business and positioned it for profitable growth .
J.M. Smucker Co.	Multiple Vice President roles	2012 – 2021	Senior commercial leadership across consumer brands; foundation for scaling omnichannel and category execution .

External Roles

No public company board roles or external directorships for Modi are disclosed in Elanco’s proxy executive officer biographies .

Performance Compensation

Elanco emphasizes at‑risk, equity‑heavy pay with objective, company‑level metrics. While individual compensation for Modi is not disclosed (he is not an NEO), the executive program design and company outcomes below indicate pay‑for‑performance alignment.

Annual Cash Incentive – Company Framework and 2024 Outcome

Metric	Threshold	Target	Maximum	2024 Actual	Corporate Payout Multiple
Elanco Cash Earnings (ECE) excluding aqua divestiture impact ($USD Millions)	$(860)	$(520)	$(181)	$(509)	103%

Notes:

ECE is an EVA‑like cash economic profit metric: Adjusted EBITDA + Adjusted R&D – taxes – capital charge (8.5% on Gross Investments) .
2024 adjustments removed the aqua business to avoid penalizing divestiture‑driven deleveraging benefits (baseline reset for 2023) .

Long‑Term Incentives – Company Design (Executives)

Component	Weighting	Performance Metric	Performance Period	Vesting	Design Notes
Performance Awards (PSUs)	50% of LTI	Adjusted EBITDAR (EBITDA + R&D, excl. depreciation)	2 years; payout 0–200% based on average of each year	Vests following performance cycle (e.g., Feb 2026 for 2024 grants)	Targets are linked to prior year results and required return on incremental Gross Investments; committee can adjust for divestitures, M&A, FX >2%, and certain non‑GAAP items .
RSUs	25% of LTI	Time‑based	N/A	~1/3 annually over 3 years	No dividends/dividend equivalents on unvested awards .
Stock Options	25% of LTI	Time‑based	N/A	~1/3 annually over 3 years; 10‑year term	Rewards absolute stock price appreciation; aligns with shareholder value creation .

Equity Ownership & Alignment

Executive stock ownership guidelines: 6× base salary for CEO; 3× base salary for other executive officers. Executives must hold at least 50% of net shares until guidelines are met; RSUs count, PSUs/options do not .
Anti‑hedging/anti‑pledging policies apply to directors and employees; Elanco prohibits hedging and pledging of company stock .
Insider reporting: Elanco disclosed one late Form 4 for Mr. Modi (and one for Mr. Simmons) due to an administrative oversight related to a DSU grant .
Beneficial ownership: Individual share counts for Modi are not itemized in the security ownership tables (which list directors and NEOs); no pledged shares are indicated for listed insiders .

Employment Terms

Clawbacks: Elanco maintains a Required Policy (restatements per SEC/NYSE) and a Supplemental Policy (misconduct and restatements; up to three years; can include severance/equity) covering senior management .
Severance and change‑of‑control: NEOs participate in the Executive Severance Plan and the 2018 Change in Control Severance Plan for Select Employees; eligibility beyond NEOs is not specified for Modi .
No employment agreements or excise tax gross‑ups for NEOs; consistent governance posture across executive programs .
Insider trading policy: Quarterly and event‑specific blackouts; pre‑clearance; prohibits trading on MNPI and tipping .
Deferred compensation: Expanded program from 2024 for senior management with company stock option and 1:1 match on up to 6% of base/bonus deferrals into Elanco stock (2‑year cliff vest), reinforcing ownership culture .

Fixed Compensation

Not disclosed for Rajeev Modi (not a Named Executive Officer in 2024–2025). Elanco targets market median for executives and emphasizes equity weighting; recent NEO salary actions averaged +4% in 2024 but are not indicative of Modi’s compensation .

Investment Implications

Alignment signals: Executive ownership guidelines, mandatory holding, anti‑hedging/pledging, and robust clawbacks support shareholder alignment; heavy LTI weighting and objective company metrics (ECE/Adjusted EBITDAR) reinforce pay‑for‑performance .
Execution track record: Modi’s leadership in U.S. Pet Health coincided with three major product approvals, underpinning Elanco’s 2024 innovation revenue outperformance and the pivot toward higher‑margin pet health .
Retention and risk: No employment agreement disclosed; severance/CIC plan eligibility not specified for him; governance framework and incentive mix suggest retention focus via multi‑year vesting and ownership requirements .
Shareholder sentiment: Say‑on‑pay support increased to 93% at the 2024 meeting, indicating investor alignment with program design and metrics .