Stacey Ma

About Stacey Ma

Stacey Ma, Ph.D., age 55, was appointed as an independent director of Elanco in November 2024; she serves on the Innovation, Science and Technology Committee and brings nearly 30 years of biopharmaceutical development and manufacturing leadership experience, currently as EVP of Pharmaceutical Development and Manufacturing at Gilead Sciences (since 2022) . In 2024, the Board met eight times and each director attended at least 75% of Board and applicable committee meetings; she was among three new directors added during 2024 as part of governance enhancements following shareholder feedback .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Innovation, Science and Technology Committee; the committee is chaired by Deborah Kochevar and all members are independent per Board standards and NYSE rules .
• Independence: Board lists Dr. Ma as “Independent Director” since November 2024 .
• Attendance and engagement: The Board met eight times in 2024, and each director attended at least 75% of Board and committee meetings on which they served; twelve of fourteen then-serving directors attended the 2024 annual meeting of shareholders .
• Board composition/process: Dr. Ma was identified by a third-party search firm and appointed in 2024 as part of governance enhancements (declassification process, majority vote standard, proxy access, shareholder bylaw amendments, special meeting rights) .
• Overboarding limits: Corporate Governance Guidelines cap non-employee directors at no more than three other public company boards; the company states all directors are in compliance .

Fixed Compensation

Directors may defer cash compensation; deferred cash earns interest at 120% of the applicable federal long-term rate, compounded monthly, under the Directors’ Deferral Plan .

Performance Compensation

• Annual DSU award for non-employee directors is $240,000, pro-rated for mid-year additions; Dr. Ma received a pro-rated DSU grant given her November 2024 appointment .
• No option awards or performance-conditional awards are disclosed for directors; annual director equity is DSUs without performance conditions, subject to mandatory post-service holding .
• Directors can also elect to defer cash compensation into a deferred stock account (hypothetical Elanco shares) or a deferred compensation account, with payouts upon separation (lump sum in second January following separation or installments 2–10 years) .

Other Directorships & Interlocks

• Related party transactions disclosed in 2025 proxy involve WEDterinary LLC (affiliated with former director Bill Doyle), not Dr. Ma; Audit Committee reviewed/approved and Doyle resigned upon execution .
• Insider trading, anti-hedging, and anti-pledging policies apply to directors; hedging and pledging of Elanco stock are prohibited .

Expertise & Qualifications

• Animal Health/Health Care industry: nearly 30 years in health care; senior roles at Gilead, Sana, and Genentech .
• Business leadership and operations: extensive experience in product and supply chain management, manufacturing, and quality operations .
• R&D/Innovation: led technology innovation and product development; Global Head of Innovation, Manufacturing Science & Technology at Genentech .
• Legal/Public Policy/Regulatory: leadership of CMC regulatory functions across global companies .
• Skills matrix indicates Research and Development/Innovation and Legal/Regulatory expertise among Board capabilities; tenure <1 year at time of proxy .

Equity Ownership

• Director stock ownership approach: meaningful equity via DSUs and/or deferral; Board restricts transfer of shares granted until January of the second plan year after departure; directors may elect deferrals under the Directors’ Deferral Plan .
• Anti-hedging and anti-pledging policies prohibit hedging and pledging by directors .

Governance Assessment

• Independence and committee fit: Dr. Ma is independent and serves on the Innovation, Science and Technology Committee, which aligns with her deep R&D and manufacturing background; committee membership is entirely independent per Board standards .
• Engagement: Board met eight times in 2024 with all directors at ≥75% attendance; as a late-2024 appointee, her compensation and DSU grant were pro-rated, signaling near-term onboarding rather than full-year participation .
• Ownership alignment: DSUs of 2,539 with mandatory post-service deferral and anti-hedging/pledging rules support long-term alignment; however, she held no beneficial common shares as of Mar 19, 2025, which is typical early in tenure but is a watch item for future alignment progress .
• Conflicts/related parties: No related person transactions disclosed involving Dr. Ma; Board’s related party policy requires Audit Committee review/approval and recusal for non-disinterested members .
• Program stability: Non-employee director compensation structure held flat for 2024 and 2025, maintaining the cash/equity mix and chair retainers; Ma’s 2024 compensation was pro-rated due to start date .
• Board process: Her addition followed a governance review and third-party search, indicating responsiveness to shareholder input and targeted skills refresh on science/innovation oversight .

Director Compensation Detail (2024)

DSUs are fully vested on grant and mandatorily deferred; settlement occurs in the second January following departure from Board service (shares), with directors able to choose installment distributions over 2–10 years .

Board Governance Snapshot

RED FLAGS to monitor: limited beneficial share ownership early in tenure (— shares; DSUs only) ; confirm continued high attendance and potential future equity accumulation to enhance alignment; no related party transactions disclosed for Dr. Ma at present .