Robert VanHimbergen

About Robert VanHimbergen

Robert M. “Bob” VanHimbergen, age 49, was appointed Executive Vice President and Chief Financial Officer of Elanco Animal Health effective July 7, 2025, succeeding Todd Young; he previously served as CFO of Hillenbrand (2022–2025), after ~15 years at Johnson Controls culminating as VP, Corporate Controller, and began his career at PwC as a certified public accountant . Since his appointment, Elanco raised 2025 guidance (revenue $4,645–$4,670 million; adjusted EBITDA $880–$900 million) and reduced net leverage to 3.7x as of September 30, 2025, reflecting debt paydown and cash generation; he also refinanced the $2.1B Term Loan B to 2032 . Elanco delivered 2024 revenue of $4,439 million and adjusted EBITDA of $910 million with net leverage at 4.3x exiting 2024, providing baseline context for performance through his transition year .

Past Roles

Organization	Role	Years	Strategic Impact
Hillenbrand, Inc.	Senior Vice President & Chief Financial Officer	2022–2025	Led finance for global industrial company; joined in March 2022 to transition, assumed CFO in April 2022 .
Johnson Controls International plc	Various finance roles; Vice President, Corporate Controller	~2002–2017+ (VP Controller from Dec 2017)	Corporate finance leadership at multinational building technologies company, culminating as Corporate Controller .
PricewaterhouseCoopers LLP	Certified Public Accountant	~1993–2002	Public accounting experience and CPA credential foundational to finance leadership roles .

Fixed Compensation

Component	2025 Terms	Notes
Base Salary ($)	$660,000	Annualized; eligible for first merit review on Jan 1, 2026 .
Target Annual Bonus (%)	75% of base salary earnings	Pro-rated for 2025 service; corporate metric is year-over-year change in Elanco Cash Earnings (ECE) .

Performance Compensation

Annual Incentive (Cash)

Metric	Weighting	Target Definition	Payout Basis	Vesting
Change in Elanco Cash Earnings (ECE) vs prior year	100%	Prior-year ECE baseline; company uses ECE to incentivize growth and capital efficiency	Pro-rated for 2025 based on employment period; payout timing per corporate plan .	Cash payment per plan; no deferrals unless elected under deferred comp .

Long-Term Incentive (2025 pro-rated)

Award Type	Grant Date	Grant Fair Value ($)	Vesting Schedule	Notes
Restricted Stock Units (RSUs)	Oct 1, 2025	$550,000 (50% of $1,100,000 pro-rated LTI)	1/3 each annual anniversary of start date (Jul 7, 2026/2027/2028)	Annual grant pro-rated for 2025; shares determined by closing price on grant date .
Stock Options	Oct 1, 2025	$550,000 (50% of $1,100,000 pro-rated LTI)	1/3 each annual anniversary of start date (Jul 7, 2026/2027/2028)	Option value determined by Black-Scholes on grant date .

Make-Whole / Retention Awards

Award Type	Grant/Payment Timing	Value ($)	Terms	Vesting
Cash Make-Whole Bonus	Within 30 days of start (Jul 7, 2025)	$890,000	Subject to pro-rata repayment if leaving within first 3 years other than involuntary without cause; per Retention Bonus Agreement .	N/A (cash) .
RSU Make-Whole	Oct 1, 2025	$1,735,000	Equity to replace forfeited awards from prior employer .	1/3 each annual anniversary of start date (Jul 7, 2026/2027/2028) .

Equity Ownership & Alignment

Topic	Details
Initial equity exposure	2025 pro-rated RSUs and stock options plus $1.735M make-whole RSUs; all vest on Jul 7 each year for three years, creating recurring vest events in mid-2026/2027/2028 .
Beneficial ownership	Not disclosed in the 2025 proxy; CFO appointed mid-2025 (post-12/31/2024 reporting baseline) .
Hedging/Pledging	Prohibited under Elanco governance; executives subject to robust stock ownership requirements and clawback policy .
Deferred compensation	Executives may defer base, bonus, and full-value equity; 1:1 match on up to 6% of deferrals into Elanco stock, two-year cliff vest .

Employment Terms

Term	Details
Employment status	At-will; subject to standard contingencies (committee approval, board appointment, background checks, code of conduct training, confidentiality/invention agreement) .
Executive Severance (non-CIC)	For NEOs: lump sum equals 1x base + 1x target bonus + 12 months Elanco medical/dental contributions; outplacement up to 12 months .
Change-in-Control (CIC) Plan	Double trigger; severance equals 2x base + 2x target bonus; 18 months benefit continuation; no excise tax gross-ups (benefits cut if tax-efficient) .
Equity on termination/CIC	Qualifying termination after CIC: RSUs/options fully vest; PAs deemed earned at target and fully vest. Non-CIC qualifying: pro-rata vest of RSUs/options; PAs vest pro-rata based on forecast .
Clawbacks	Two clawback policies: NYSE-compliant restatement clawback and extended misconduct/restatement clawback down to VP level .

Company Performance Context (during transition year)

Metric	FY 2024	FY 2025 Guidance
Revenue ($USD Millions)	$4,439	$4,645–$4,670
Adjusted EBITDA ($USD Millions)	$910	$880–$900
Net Leverage Ratio (x)	4.3x at 12/31/2024	3.7x at 9/30/2025; YE 2025 expected 3.7x–3.8x

Investment Implications

Alignment and pay-for-performance: Annual bonus is 100% tied to change in ECE (economic profit), reinforcing capital discipline; LTI combines RSUs and options in 2025 with three-year ratable vesting, plus a make-whole RSU, all vesting on Jul 7 annually, creating predictable vest windows that may introduce periodic selling pressure if liquidity is needed .
Retention risk: The $890k cash make-whole features a three-year repayment obligation upon voluntary departure, and multi-year vesting on make-whole RSUs/2025 LTI builds retention through mid-2028; clawbacks and ownership/hedging-pledging prohibitions further strengthen alignment .
Change-in-control economics: Double-trigger protection with 2x cash severance and full equity vesting at target under CIC can reduce resistance to strategic transactions while limiting single-trigger windfalls; no tax gross-ups is shareholder-friendly .
Execution signals: Post-appointment commentary and actions highlight guidance raises, leverage reduction to 3.7x, and refinancing of $2.1B Term Loan B to 2032, consistent with balance sheet strengthening and cash generation priorities—positive for credibility of the CFO’s capital allocation and productivity agenda (Elanco Ascend) .
Governance backdrop: 93% say-on-pay support in 2024 and robust clawbacks/ownership policies reduce compensation risk; peer benchmarking and equity-heavy mix aim to balance attraction, retention, and shareholder value creation .