Ramiro Cabral

About Ramiro Cabral

Ramiro Cabral, 53, is Executive Vice President and President of Elanco International, leading international commercial operations and assuming additional responsibility for Europe in January 2022. He holds a veterinary degree from UNICEN (Argentina, 1995) and an MBA from Purdue University (2005) . Under the current compensation program, company performance highlights include 2024 revenue of $4.439B, Adjusted EBITDA of $910M, organic constant currency revenue growth of 3%, operating cash flow of $541M, and a reduction in net leverage to 4.3x, reflecting a focus on growth, innovation and cash flow discipline .

Past Roles

Organization	Role	Years	Strategic Impact
Elanco (Eli Lilly division)	VP & Head of Operations, Elanco EMEA	2013 – Jul 2017	Led EMEA operations during scale-up; foundation for later International leadership
Elanco	VP & Chief Marketing Officer	Aug 2017 – Jun 2018	Drove global marketing and portfolio positioning
Elanco	EVP, Elanco International & Global Customer Value	Jul 2018 – Dec 2018	Established international commercial leadership and customer value model post-IPO
Elanco	EVP & President, Elanco International (added Europe)	Jan 2022 – Present	Leads international commercial operations; expanded remit to Europe in 2022

Fixed Compensation

Metric	2023	2024
Base Salary ($)	592,000	620,000
Target Bonus (% of Salary)	70%	75%
Company Achievement Multiplier (Annual Bonus)	—	103%
Actual Annual Bonus Paid ($)	327,376	478,950

Performance Compensation

Annual Cash Incentive (structure and 2024 outcome)

Metric: Elanco Cash Earnings (ECE); target = prior-year ECE; Committee excluded aqua business effects for 2024 and baseline to avoid undue penalty from the mid-year divestiture .
2024 ECE = $(509)M vs 2023 baseline $(520)M; payout curve yielded 103% corporate multiplier .

ECE Milestones (Company)	Threshold	Target	Maximum	2024 Actual
ECE ($M)	(860)	(520)	(181)	(509)
Payout (% of Target)	0%	100%	200%	103%

Performance Awards (PAs)

Metric: Adjusted EBITDAR; two-year performance cycle; payout 0–200%; 2024–2025 awards vest/pay in Feb 2026; Committee may normalize for major divestitures and other factors per plan .
2023 grant (performance period 2023–2024): 2023 attainment 76.75%, 2024 attainment 103.97%, final payout 90.36% of target; Cabral target shares 75,489; shares paid 68,214 .

PA Cohort	Performance Years	Metric	Target Shares	Attainment (Yr1, Yr2)	Final Payout	Shares Paid
2023 Executive PAs	2023–2024	Adjusted EBITDAR	75,489	76.75%, 103.97%	90.36%	68,214

2024 Long-term Grants to Cabral

Instrument	Grant Date	Units (or Options)	Vesting	Exercise Price	Expiration	Grant-Date Fair Value ($)
PAs (target)	Mar 1, 2024	56,613	2-year perf.; pays Feb 2026; 0–200% based on Adjusted EBITDAR	—	—	907,506
RSUs	Mar 1, 2024	28,307	33% on 3/1/2025; 33% on 3/1/2026; 34% on 3/1/2027	—	—	453,761
Stock Options	Mar 1, 2024	61,735	33% on 3/1/2025; 33% on 3/1/2026; 34% on 3/1/2027	16.03	3/1/2034	453,752

Option history (outstanding at 12/31/2024):

2018 Options: 21,086 exercisable; $31.61 strike; expire 10/20/2028
2022 Options: 22,272 exercisable / 11,475 unexercisable; $28.94 strike; expire 3/1/2032
2023 Options: 28,448 exercisable / 57,759 unexercisable; $11.26 strike; expire 3/1/2033
2024 Options: 61,735 unexercisable; $16.03 strike; expire 3/1/2034

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	295,720 shares; <1% of class
Options Exercisable (within 60 days of 3/19/2025)	132,101 shares (included in beneficial ownership footnote)
Unvested RSUs Outstanding	4,319 (2022 RSUs); 25,290 (2023 RSUs); 28,307 (2024 RSUs)
Unearned Performance Awards	75,489 (2023–2024 PAs) and 56,613 (2024–2025 PAs) at 12/31/2024
Shares Pledged as Collateral	None (Company states none pledged as of 3/19/2025)
Ownership Guidelines	NEOs must hold ≥3x salary; must hold 50% of shares from equity awards until compliant; all NEOs in compliance or making appropriate progress as of May 2024
Hedging/Pledging Policy	Prohibited for executives and directors
Deferred Compensation	Participates; 2024: earnings $12,270; withdrawals $(304,581); year-end balance $246,997

Vesting calendar and potential selling pressure:

Annual vesting cadence: RSUs and one-third of option grants typically vest around March 1 each year; 2024–2025 PAs settle in Feb 2026, which can create liquidity windows (subject to blackout periods and 10b5‑1 plans, if any, not disclosed here) . Holding requirements mitigate immediate monetization .

Employment Terms

Employment agreements: The company has no individual employment agreements with NEOs (including Cabral). Robust clawbacks apply (restatement-based and misconduct-based policies) .
Severance (non‑CIC): Under the Executive Severance Plan, NEOs (other than CEO) receive 1x base salary + 1x target bonus plus 12 months of company contributions toward medical/dental coverage (present value shown below), subject to release and covenants .
Change-in-control: Double-trigger; NEOs receive 2x base salary + 2x target bonus and 18 months of benefits; equity fully vests at target for PAs upon qualifying termination post‑CIC .

Potential payments for Dr. Cabral (as of 12/31/2024)

Scenario	Cash Severance ($)	Benefits PV ($)	Equity Acceleration ($)	Total ($)
Death	—	—	2,007,421	2,007,421
Disability / Reduction in Force / Other Qualified (non‑CIC)	1,085,000	34,452	1,541,435	2,660,887
Non‑qualified discharge (non‑CIC)	1,085,000	34,452	—	1,119,452
Qualifying termination post‑CIC (double‑trigger)	2,170,000	53,386	2,350,213	4,573,599

Clawbacks and protections:

NYSE/SEC-compliant forfeiture policy for restatements (no misconduct required) and supplemental policy enabling recovery for misconduct or restatements for senior management, including equity and severance; lookback up to three years .

Compensation Structure Analysis

Mix skews to at-risk pay: Annual bonus (100% ECE) and multi-year PAs (Adjusted EBITDAR) anchor variable pay; 2024 bonus paid slightly above target (103%) while 2023–2024 PA payout was ~90% of target, signaling balanced pay-for-performance .
Year-over-year changes: Cabral’s base rose 4.7% to $620k in 2024; target bonus increased from 70% to 75% of salary, increasing performance sensitivity .
Metric adjustments: Committee normalized ECE and PAs for the mid-year aqua divestiture to avoid penalizing strategic deleveraging; investors should monitor governance around such adjustments .
Equity design: 50% PAs, 25% RSUs, 25% options; options require appreciation (e.g., 2024 options strike $16.03) to deliver value; time-based RSUs and options vest over three years aiding retention .

Governance, Say-on-Pay, and Peer Context

Say‑on‑Pay support: 93% approval at 2024 annual meeting .
Policies: Prohibition on hedging/pledging; rigorous stock ownership and holding requirements; robust clawbacks .
Compensation peer group: Diverse life sciences set used for benchmarking; pay targeted near median after multi‑year “glidepath” completion .

Risk Indicators & Red Flags

No pledging; anti‑hedging in place .
No individual employment contract; double‑trigger CIC and policy-based clawbacks reduce windfall risk .
Committee exercised judgment to adjust metrics for the aqua divestiture—appropriate rationale disclosed, but ongoing oversight warranted .

Investment Implications

Alignment: High proportion of variable, multi-year performance-tied pay (ECE and Adjusted EBITDAR) and meaningful unvested equity suggest strong alignment with long-term value creation and cash flow priorities (debt reduction, margin expansion) .
Retention vs. liquidity: Three-year RSU/option vesting and Feb 2026 PA settlement create periodic vesting events (potential supply) around March 1 annually and early 2026; mitigated by 50% post-vest holding until ownership thresholds are met and blackout policies .
Execution focus: International leadership amid product launches (e.g., Zenrelia global rollout) and growth in 9 of top 10 countries underscores operational leverage from his remit, while company-level targets emphasize innovation contribution and cash generation .