Shiv O'Neill

About Shiv O'Neill

Shiv O’Neill, 51, is Executive Vice President, General Counsel and Corporate Secretary of Elanco, serving in the role since February 2024; she oversees global legal (commercial, IP, regulatory, labor & employment, M&A), corporate secretary, ethics & compliance, and privacy functions, after prior roles as Interim GC and Deputy GC at Elanco and earlier legal leadership at Cummins and Faegre; she holds a B.S. from Loyola University Chicago and a J.D. from Indiana University Maurer School of Law . In 2024, Elanco delivered $4.439B revenue, $910M adjusted EBITDA (20.5% margin), adjusted EPS $0.91, 3% organic constant currency revenue growth, $541M operating cash flow and significant deleveraging (net leverage 4.3x), while annual cash incentives paid near target and performance shares for the 2023–2024 cycle paid at ~90% of target, reflecting disciplined pay-for-performance . Management noted a 19% decrease in share price in 2024 that reduced compensation-actually-paid under SEC rules, reinforcing alignment with investor outcomes .

Past Roles

Organization	Role	Years	Strategic impact
Elanco	EVP, General Counsel & Corporate Secretary	Feb 2024 – present	Leads global legal strategy across commercial, IP, regulatory, labor & employment, M&A/business development, corporate secretary; oversees ethics, compliance and privacy .
Elanco	Interim General Counsel & Corporate Secretary	Nov 2023 – Feb 2024	Transitional leadership for enterprise legal and governance functions .
Elanco	VP, Deputy General Counsel – Americas	May 2022 – Nov 2023	Senior regional legal leadership for the Americas .
Elanco	VP, Deputy General Counsel – US	Oct 2021 – May 2022	U.S. legal leadership .
Cummins Inc.	Senior Counsel	Feb 2016 – Oct 2021	Led complex corporate legal matters for a multinational industrials enterprise .
Faegre Baker Daniels LLP (now Faegre Drinker)	Partner	Jan 2010 – Feb 2016	Partner-level counseling and advocacy across corporate and litigation matters .
Faegre Baker Daniels LLP	Associate	Mar 2002 – Dec 2009	Associate attorney across corporate and litigation mandates .
Procter & Gamble	In-house Counsel (early career)	Not disclosed	Early in-house legal experience at a global consumer products company .

External Roles

Organization	Role	Years	Notes
—	—	—	No public company directorships or external board roles disclosed for Ms. O’Neill in the proxy’s executive officer biographies .

Fixed Compensation

Philosophy and mix: Elanco targets market-median total compensation for executives, with heavier weighting to equity and at-risk pay to align with shareholders; strong governance includes robust ownership requirements, clawbacks, and prohibitions on hedging/pledging .
Base salary: Set by role scope, market, and performance; (NEO base salaries rose ~4% on average in 2024; company targets median of peers) .
Stock ownership: Executive officers must hold stock equal to 3x base salary (CEO 6x) and retain at least 50% of shares from equity awards until compliant .

Element	Policy / design for executive officers	Notes
Base salary	Market-aligned, targeted around peer median for total comp; differentiation for performance/talent scarcity .	Determined annually by Compensation & Human Capital Committee with consultant input .
Ownership guideline	3x salary for executive officers (6x CEO); 50% holding requirement until compliant .	Reviewed annually; executives reported compliant or progressing as of May 2024 .
Hedging/pledging	Prohibited; governance documents prohibit hedging and pledging of Elanco stock; directors explicitly barred from pledging in Corporate Governance Guidelines .	Insider Trading Policy enforces blackout/preclearance .
Clawbacks	SEC/NYSE-compliant restatement clawback plus supplemental misconduct-based recoupment down to VP level .	Recovery period up to 3 years (supplemental) .

Performance Compensation

Short-term incentive (annual bonus): Single metric, Elanco Cash Earnings (ECE), measuring capital-efficient cash generation (Adjusted EBITDA + R&D, less taxes and an 8.5% required return on Gross Investments); 2024 payout multiple was 103% of target after adjusting for mid-year aqua divestiture .
Long-term incentives: 50% Performance Awards (PAs) based on Adjusted EBITDAR over two performance years; 25% RSUs; 25% stock options; 2023–2024 PA cycle paid at ~90.36% of target .

Incentive	Metric	Weighting	Target definition	2024/Latest outcome	Vesting
Annual Cash Incentive (Company plan)	ECE (Adjusted EBITDA + R&D − taxes − capital charge at 8.5% on Gross Investments) .	100% of STI .	Target is prior-year ECE (normalized), with linear payout slope .	2024 corporate multiple: 103% of target; ΔECE improved by $11M to $(509)M vs $(520)M baseline; aqua divestiture removed for comparability .	Annual cash payout after year-end; subject to preclearance/blackout under policy .
Performance Awards (LTI)	Adjusted EBITDAR each year; average of two yearly attainment multiples .	50% of LTI .	Year t target = prior-year EBITDAR + required return on change in Gross Investments .	2023–2024 PA cycle paid at 90.36% of target (76.75% for 2023, 103.97% for 2024; average) .	Cliff vest post 2-year performance period; payout 0–200% of target .
RSUs (LTI)	Time-based	25% of LTI .	n/a	n/a	3-year vesting: ~33%/33%/34% annually .
Stock Options (LTI)	Time-based; at-the-money	25% of LTI .	n/a	n/a	3-year vesting; 10-year term; require stock price appreciation to deliver value .

Equity Ownership & Alignment

Policy / practice	Details
Executive stock ownership	3x salary (CEO 6x); must hold 50% of net shares from equity awards until compliant; status reviewed periodically .
Hedging/pledging	Prohibited for Elanco equity; additional explicit director prohibition on pledging in Corporate Governance Guidelines .
Clawbacks	SEC/NYSE restatement clawback and supplemental misconduct-based recovery policy applying to senior management; extends to severance in misconduct cases .
Insider trading controls	Insider Trading & Regulation FD Policy with quarterly and event-driven blackout periods and preclearance requirements .
Deferred compensation alignment	Enhanced Deferred Compensation Plan allows executives to defer base/bonus/LTI; 1:1 company match on up to 6% of base/bonus deferrals directed to Elanco stock (2-year cliff vest), reinforcing ownership .
Beneficial ownership disclosure	Individual ownership not disclosed for Ms. O’Neill; aggregate for directors and executive officers as a group was 4,393,945 shares as of March 19, 2025 (less than 1% each individually; none pledged) .

Employment Terms

Plan/Provision	Terms	Notes on applicability
Employment agreements	Elanco discloses no employment agreements for NEOs; executive program emphasizes at-risk pay and market alignment .	Offer letters typically are at‑will (e.g., 2025 CFO 8‑K) .
Executive Severance Plan (non‑CIC)	CEO: 2x salary + 2x target bonus + 24 months company contributions for medical/dental; Other executives: 1x salary + 1x target bonus + 12 months contributions; outplacement up to 12 months .	Adopted for senior employees including NEOs; plan fills market “gap” .
Change-in-Control Severance (select employees)	Double-trigger; NEOs eligible for 2x base salary + 2x target bonus and 18 months benefits; no excise tax gross‑ups; cutback to avoid 280G if better after-tax .	Covers NEOs; “select employees” plan provides retention and alignment during potential transactions .
Equity on separation/CIC	Upon qualifying termination after CIC: RSUs/options fully vest; PAs vest at target; death/disability also trigger full vesting; non‑CIC qualifying terminations generally pro‑rata vesting .	Applies under 2018 Stock Plan/grant agreements .
Non‑compete / non‑solicit	Not disclosed for executives in proxy.	—

Investment Implications

Alignment and governance: Heavy equity weighting (PAs/RSUs/options), 3x salary ownership requirement, 50% holding rule, and robust clawbacks plus hedging/pledging prohibitions create strong alignment and mitigate downside governance risk for senior executives including the General Counsel .
Pay-for-performance calibration: 2024 annual bonus paid near target (103%) while 2023–2024 PAs paid at ~90%, consistent with ECE/EBITDAR performance and adjustments for portfolio reshaping (aqua divestiture), indicating measured payouts tied to capital discipline and operating results .
Retention risk: Standardized severance (1x salary+bonus for executives; double-trigger CIC at 2x) without gross-ups provides market-consistent retention economics; absence of individual employment contracts and strong insider trading/holding constraints reduce opportunistic selling pressure .
Execution signals: Incentive architecture (ECE with an 8.5% capital charge and EBITDAR-based PAs) rewards cash generation and efficient asset use; 2024 metrics show organic growth, improved cash flow, and deleveraging—supportive for legal/compliance leadership continuity during a multi-year innovation launch window .
Shareholder sentiment: Say‑on‑pay support of 93% in 2024 suggests investor acceptance of Elanco’s pay program design and outcomes, lowering governance controversy risk around compensation .

Note: The proxy does not disclose Ms. O’Neill’s individual compensation or share ownership; analysis above references company-wide executive programs and outcomes and applies policy terms to executive officers broadly where disclosed .