Timothy Bettington

About Timothy Bettington

Timothy Bettington, 51, is Executive Vice President, Corporate Strategy and Market Development at Elanco (joined 2023). He brings 25+ years in animal health with senior commercial leadership at Zoetis and Boehringer Ingelheim across the U.S., Europe and Australia. He holds a bachelor’s in Agriculture (Western Sydney University) and a master’s in Marketing Management (Macquarie Graduate School of Management). Elanco’s 2024 performance context for his incentive plans: $4.439B revenue, $910M Adjusted EBITDA (20.5% margin), adjusted EPS $0.91, and 3% organic constant-currency revenue growth; annual cash incentive paid at 103% of target, and the 2023–2024 performance awards paid at ~90% of target, reflecting ECE/EBITDAR-based pay-for-performance design .

Past Roles

Organization	Role	Years	Strategic Impact
Zoetis	EVP & President, U.S. Operations and Global Customer Experience	Jan 2020 – Nov 2022	Led U.S. commercial operations across livestock and companion animal portfolios
Boehringer Ingelheim Animal Health	Global Head, Commercial Excellence	2015 – 2016	Drove sales excellence and go-to-market capabilities
Boehringer Ingelheim Animal Health	North America Region Head, Commercial Operations	2017 – 2019	Led regional commercial execution across livestock and companion animal

External Roles

Not disclosed in Elanco’s 2025 proxy for Mr. Bettington .

Fixed Compensation

2024 base salary: $642,000 (up 3.5% YoY from $620,000) .
Target annual bonus: 70% of base salary (unchanged vs 2023) .

Metric	2023	2024
Annual Base Salary ($)	620,000	642,000
Target Bonus (% of Salary)	70%	70%

Performance Compensation

Annual Cash Incentive (Company-wide metric: Elanco Cash Earnings, ECE)

Item	2024 Plan Detail
Metric/Weight	ECE (100% weight)
Threshold / Target / Max ECE	$(860)M / $(520)M / $(181)M
Actual ECE (ex-aqua divestiture adj.)	$(509)M
Corporate Bonus Multiple	103%
Mr. Bettington Target Bonus	70% of $642,000 = plan target
Mr. Bettington Actual Payout	$462,882

Notes:

Committee removed the mid-2024 aqua divestiture from ECE for 2024–2025 to avoid penalizing deleveraging benefits not captured by ECE mechanics .

Long-Term Incentives (granted 2024; 50% Performance Awards, 25% RSUs, 25% Options)

Award Type	Grant Date	Units/Options	Grant-Date FV ($)	Key Terms
Performance Awards (PAs)	Mar 1, 2024	43,669 target shares	700,014	2-year performance (2024–2025) on Adjusted EBITDAR; payout 0–200%; vests/settles Feb 2026 subject to service
RSUs	Mar 1, 2024	21,835 units	350,015	Time-based; 33% on 3/1/2025, 33% on 3/1/2026, 34% on 3/1/2027
Stock Options	Mar 1, 2024	47,620 options	350,007	Strike $16.03; expire 3/1/2034; vest 33% on 3/1/2025, 33% on 3/1/2026, 34% on 3/1/2027; Black-Scholes FV $7.35; requires ~46% price gain to realize grant-date FV

Prior sign-on awards (2023):

Cash sign-on: $100,000 (pro-rata clawback if voluntary departure within 3 years; waived if involuntary without cause) .
RSU sign-on: $1,000,008; 50% vested 4/3/2024; 50% vests 4/3/2025 .

Multi-year compensation context:

Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive ($)	All Other ($)	Total ($)
2023	486,528	100,000	1,000,008	—	269,591	197,835	2,053,962
2024	642,000	—	1,050,029	350,007	462,882	28,471	2,533,389

Performance award outcomes (prior cycle affecting realizable pay):

2023 grants paid at an average 90.36% of target for the 2023–2024 performance period (76.75% for 2023, 103.97% for 2024) .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (Mar 19, 2025)	103,957 shares; none pledged
% of Shares Outstanding	~0.02% (103,957 / 496,458,384) as of record date
Options (Dec 31, 2024)	0 exercisable; 47,620 unexercisable (2024 grant, $16.03 strike, 3/1/2034 expiry)
Unvested RSUs (Dec 31, 2024)	21,835 (2024 grant)
Unearned PAs (Dec 31, 2024)	43,669 target (2024–2025 cycle)
Sign-on RSUs Outstanding	54,055 unvested as of 12/31/2024; second half vests 4/3/2025
Option Moneyness at 12/31/2024	Elanco close $12.11; 2024 options at $16.03 strike are out-of-the-money
Ownership Guidelines	3x base salary for NEOs; 5-year window; counts shares/RSUs (not PAs/options); all NEOs in compliance or on track as of May 2024
Hedging/Pledging	Prohibited for directors and employees

Upcoming potential supply events/vesting cadence that could create trading windows/pressure (subject to blackout/policies):

4/3/2025: remaining 50% of 2023 sign-on RSU vests .
3/1/2026 and 3/1/2027: remaining RSU/option tranches vest (33%/34% cadence) .
Feb 2026: 2024–2025 PAs settle (0–200% of target) .

Employment Terms

Topic	Key Terms
Employment Agreement	None; no excise tax gross-ups
Clawbacks	NYSE 402 rules-compliant Required Policy (restatements) plus Supplemental Policy (misconduct/restatement) covering senior management and severance
Severance Plan (non‑CIC)	Executive Severance Plan: for NEOs other than CEO, lump sum = 1x salary + 1x target bonus + 12 months company contributions for medical/dental; outplacement up to 12 months
Change-in-Control Plan	Double trigger; severance = 2x salary + 2x target bonus; 18 months basic benefits; no 280G tax gross-ups (cutback to avoid excise if beneficial)
Equity Treatment (select cases)	Death: full vest; CIC+qualifying termination: RSUs/options full vest; PAs at target; non-CIC qualifying terminations: pro-rata vesting; retirement features on select awards

Mr. Bettington’s scenario-modeled severance values (as of Dec 31, 2024):

Scenario	Cash ($)	Benefits PV ($)	Equity Acceleration ($)	Total ($)
Death	—	—	1,183,444	1,183,444
Qualifying termination (non‑CIC)	1,091,400	34,452	825,141	1,950,993
Non‑qualified discharge (non‑CIC)	1,091,400	34,452	—	1,125,852
CIC + qualifying termination	2,182,800	53,386	1,447,859	3,684,045

Investment Implications

Pay-for-performance alignment: Annual bonus (ECE) and PAs (Adjusted EBITDAR) tied to balance-sheet-aware, cash-return metrics; 2024 bonus paid at 103% and 2023–2024 PA at ~90%, evidencing rigor and adjustment discipline (notably removing aqua divestiture headwinds in metric construction) .
Retention and selling pressure: Multi-year vesting across 2025–2027 for RSUs/options and a February 2026 PA settlement create recurring decision points; the 4/3/2025 sign-on RSU vest was a notable supply event, though options are out-of-the-money at $12.11 vs $16.03 strike, reducing near-term exercise/sell incentives absent price appreciation .
Ownership and alignment: Beneficial ownership (~0.02% of outstanding) plus strict anti-hedge/pledge policies and 3x-salary ownership guidelines support alignment; none of his shares are pledged .
Downside/CIC protection: Double-trigger CIC benefits (2x salary+bonus) and defined non‑CIC severance lower retention risk during strategic transitions while equity treatment remains performance- and service-conditioned (PAs at target on CIC termination) .
Governance quality: No NEO employment contracts or tax gross-ups; robust clawbacks; say‑on‑pay support (93% in 2024) suggest shareholder-friendly compensation oversight .