Antonio Neri
About Antonio F. Neri
Antonio F. Neri, age 57, is an independent director of Elevance Health (ELV) since 2017. He is President and CEO of Hewlett Packard Enterprise (HPE) since 2018 and qualifies as an SEC “audit committee financial expert.” Neri serves on Elevance Health’s Audit and Governance Committees and brings deep technology, executive leadership, finance, and marketing expertise; his education includes a Bachillerato en Electronica from Escuela Nacional de Educación Técnica .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard Enterprise | President & CEO | 2018–present | CEO leadership; technology operating expertise; audit committee financial expert credential |
| Hewlett Packard Enterprise | President | 2017–2018 | Executive leadership |
| Hewlett Packard Enterprise | EVP & GM, Enterprise Group | 2015–2017 | Technology operations and product leadership |
| HP Inc. | SVP & GM, Enterprise Group | 2014–2015 | Technology and product leadership |
| HP Inc. | SVP & GM, HP Networking Business Units | 2014 | Technology management |
| HP Inc. | SVP & GM, HP Servers | 2013–2014 | Technology operations |
| HP Inc. | SVP & GM, HP Technology Services | 2011–2013 | Services and customer solutions leadership |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard Enterprise | Director | Since 2018 | Technology industry board experience |
| H3C Technologies Co., LTD | Director | 2016–2017 | Information technology oversight |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under NYSE/SEC rules; Neri is independent .
- Board meetings and executive sessions: The Board held six meetings in 2024; independent directors meet in executive session at the start and end of each regular Board meeting; all directors attended the 2024 Annual Meeting of Shareholders; each director attended at least 75% of Board and committee meetings in 2024 .
- Skills and qualifications: Neri’s skills include CEO, COO/executive leadership, finance/capital markets, marketing/consumer insights, technology; he is an “audit committee financial expert” .
| Committee | Role | Meetings in 2024 | Independence/Expertise |
|---|---|---|---|
| Audit | Member | 8 | All members independent and audit committee financial experts |
| Governance | Member | 4 | All members independent |
- Committee responsibilities (risk, compliance, capital, M&A oversight) are articulated in charters; Audit oversees financial reporting, internal controls, ethics/compliance; Governance oversees board composition/evaluations, director compensation policy, corporate governance, political activity oversight and sustainability; Finance covers capital structure, financing strategies, and M&A review .
Fixed Compensation
| Element (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $125,484 |
| Stock Awards (grant-date fair value) | $209,516 |
| All Other Compensation (dividend equivalents on deferred shares) | $17,613 |
| Total | $352,613 |
| Director Compensation Policy (2024) | Amount ($) |
|---|---|
| Annual Retainer – Cash Portion | $125,000 |
| Annual Retainer – Company Stock Portion | $210,000 |
| Annual Committee Chair Retainer | $30,000 |
| Annual Retainer for Non‑Executive Chair of the Board | $260,000 |
| Annual Retainer for Lead Director (if any; not applicable in 2024) | $50,000 |
| Cash paid in lieu of fractional share (each director) | $483.88 |
Notes:
- “All Other Compensation” includes dividend equivalents paid on directors’ deferred shares that vested in 2024; Neri received $17,613 in dividend equivalents .
- The company pays the cost of an annual physical for each non‑employee director .
- No meeting fees are disclosed; director compensation is via retainers and annual stock awards .
Performance Compensation
| Stock Award Detail (2024) | Value |
|---|---|
| Grant date | May 15, 2024 |
| Deferred shares granted | 388 |
| Grant‑date closing price | $539.99 per share |
| Grant‑date fair value | $209,516 |
| Deferral period | Minimum 5 years; shares and cash dividends accrue; distribution upon earlier of deferral expiration or Board departure |
| Dividend equivalents paid (2024) | $17,613 to Neri |
| Options outstanding | None for non‑employee directors |
- Board Deferred Compensation Plan: Cash fees may be deferred; deferred cash accrues interest at the average 10‑year U.S. Treasury monthly average plus 150 bps (capped at 120% of applicable federal long‑term rate), compounded; stock fees may be deferred beyond the minimum period, with cash dividends accruing and paid at end of deferral .
Other Directorships & Interlocks
| Company | Relationship to ELV Director | Potential Interlock Area | Status/Policy |
|---|---|---|---|
| Hewlett Packard Enterprise | Neri is CEO and Director | Technology/vendor ecosystem | Related‑party transaction policy requires Governance Committee review/approval; 2024 transactions with companies whose officers/directors are also ELV directors were arm’s‑length, within pre‑approval, or the director had no material interest . |
| H3C Technologies | Neri was Director (2016–2017) | Technology | Same policy applies . |
- Compensation Committee interlocks: None in 2024; no insider participation; all committee members are independent and non‑employees .
Expertise & Qualifications
- CEO/COO leadership, technology, finance/capital markets, marketing/consumer insights; diversity, and audit committee financial expert designation .
- Brings current operating experience as a public company CEO in enterprise information technology .
Equity Ownership
| As of Feb 1, 2025 | Shares |
|---|---|
| Shares Owned (direct + options exercisable within 60 days, if any) | 1,847 |
| Deferred shares (supplementally owned under Board plan) | 2,477 |
| Total Beneficial Ownership | 4,324 |
| Shares Outstanding (ELV) | 238,430,367 |
| Ownership as % of Shares Outstanding (calc.) | ≈0.0018% (4,324 ÷ 238,430,367) |
- Director stock ownership guideline: Must own at least $625,000 of ELV common stock by the fifth anniversary of Board service; direct and deferred shares count; each non‑employee director met or was on track to meet the requirement based on 2024 average closing price $494.48 .
- Hedging/pledging: Prohibited for directors; also prohibition on margin accounts and publicly traded options transactions in company stock .
- Section 16(a) compliance: All reports timely, except one late Form 4 by a former executive officer (not Neri) due to administrative error .
Governance Assessment
- Board effectiveness and engagement: Neri is an active member of the Audit and Governance Committees, both of which met regularly in 2024 (Audit: 8; Governance: 4). He satisfies “audit committee financial expert” criteria, supporting robust oversight of financial reporting, internal controls, ethics/compliance, and governance policies .
- Independence and attendance: Neri is independent under NYSE/SEC rules; the Board held six meetings, with executive sessions at each meeting; directors met attendance expectations (≥75%) and attended the Annual Meeting, indicating strong engagement .
- Ownership alignment: Annual equity grants are deferred for ≥5 years with dividend accruals; directors must meet a $625,000 ownership guideline within five years, and Neri meets or is on track, reinforcing long‑term alignment; hedging/pledging is prohibited, reducing misalignment risks .
- Conflicts and related‑party exposure: As HPE’s CEO/director, Neri’s external role could intersect with ELV’s technology procurement. ELV’s related‑party policy requires Governance Committee review, arm’s‑length terms, and prohibits transactions inconsistent with shareholder interests; in 2024, transactions with companies linked to directors were pre‑approved or determined not to involve a material interest, mitigating conflict risk .
- Director time commitments: ELV limits directors to no more than three other public company boards, and CEOs of public companies to only one other public board; Neri’s service appears within these limits, supporting effective time allocation .
RED FLAGS
- None observed in disclosed materials: no director stock option repricing, no hedging/pledging permitted, no related‑party transactions requiring disclosure with a material director interest, and attendance met policy thresholds .