Bahija Jallal
About Bahija Jallal
Bahija Jallal, age 63 (as of April 1, 2025), has served on Elevance Health’s Board since 2018 and is currently an independent director. She is CEO of Immunocore Holdings plc (since 2019) and previously held senior leadership roles at AstraZeneca and MedImmune. She holds an M.S. and Ph.D. from Université de Paris VI and is a Fellow of the Max Planck Institute of Biochemistry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca PLC | Executive Vice President | 2013–2019 | Senior executive oversight in biopharma; regulatory/public policy exposure |
| MedImmune (AstraZeneca subsidiary) | President; EVP, R&D; various R&D positions | 2013–2019; 2010–2013; 2006–2010 | Led biologics R&D and corporate operations |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Immunocore Holdings plc | CEO; Director | CEO since 2019; Director since 2019 |
| ArriVent BioPharma, Inc. | Director | 2022–2024 |
| Guardant Health, Inc. | Director | 2019–2022 |
Board Governance
- Committee assignments: Governance Committee (Chair) and Compensation & Talent Committee member .
- Independence: Board determined all directors except the CEO are independent under NYSE and SEC rules; Elevance maintains an independent Chair structure .
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors generally meet in executive session at the beginning and end of each regularly scheduled Board meeting .
- Governance Committee remit: Board composition and evaluations, non‑employee director compensation policy, corporate governance guidelines, oversight of political activities and sustainability (Impact Report); uses Compensation Advisory Partners (CAP) as independent consultant for director pay .
- Compensation & Talent Committee remit: Oversees executive compensation design, risk assessment, talent management/inclusion; engages Willis Towers Watson (WTW) as independent consultant; committee assessed WTW independence despite significant non‑executive services by WTW subsidiaries .
Committee Meeting Cadence (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Governance | Chair | 4 |
| Compensation & Talent | Member | 4 |
Fixed Compensation
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Cash Fees (incl. chair fee and fractional share cash) | $151,494 | $155,484 |
| Stock Awards (grant date fair value) | $209,923 | $209,516 |
| All Other Compensation (incl. matching gifts and dividend equivalents) | $10,000 | $27,613 |
| Total | $371,417 | $392,613 |
- Director pay structure (2024): annual cash retainer $125,000; annual stock retainer $210,000; committee chair retainer $30,000; independent Chair of Board retainer $260,000; no meeting fees disclosed .
- Equity grant mechanics (2024): 388 deferred shares granted at $539.99 on May 15, 2024; minimum 5‑year deferral; dividend equivalents accrue and are paid upon distribution .
- Deferral elections: Jallal deferred all cash compensation in 2023 and 2024 under the Board Deferred Compensation Plan .
Performance Compensation
| Performance Metric | 2023 | 2024 |
|---|---|---|
| Director‑level performance conditions | None; director equity is time‑deferred; no options outstanding | None; director equity is time‑deferred; no options outstanding |
- Directors receive time‑deferred stock units (no performance hurdles); no stock options are outstanding for non‑employee directors; director grants are subject to a minimum 5‑year deferral and dividend equivalents pay at distribution .
Other Directorships & Interlocks
| Company | Sector Relationship to ELV | Interlock Risk Notes |
|---|---|---|
| Immunocore Holdings plc | Biotechnology (therapeutics) | Jallal’s CEO role creates potential related‑party exposure if transactions occur; Elevance’s related person policy requires Governance Committee review/approval; in 2024, all such transactions fell within pre‑approved thresholds or directors had no material interest . |
| ArriVent BioPharma, Inc. | Biotechnology | Former director role ended in 2024; same oversight applies . |
| Guardant Health, Inc. | Precision oncology diagnostics | Former director role (2019–2022); Elevance’s policy governs any dealings . |
Expertise & Qualifications
- CEO and executive leadership experience; finance/capital markets; healthcare industry; regulatory/public policy; diversity; formal scientific training (M.S., Ph.D.; Max Planck Fellow) .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned directly | 753 |
| Deferred shares (Board plan) | 3,434 |
| Total beneficial ownership | 4,187 |
| % of shares outstanding (238,430,367 as of Feb 1, 2025) | ~0.0018% (computed from 4,187 ÷ 238,430,367) |
| Ownership guideline | Must own ≥$625,000 within 5 years; directors included deferred shares; all directors met or were on track based on $494.48 average 2024 price |
| Hedging/pledging | Prohibited for directors; insider trading windows governed; Rule 10b5‑1 plans subject to controls |
Governance Assessment
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Strengths:
- Independent Board leadership; independent Governance and Compensation committees; clear oversight of ESG, political activity, and pay practices .
- Robust related‑party transaction policy and committee pre‑approval; 2024 transactions either pre‑approved or found no material director interest .
- Strong alignment policies: director stock ownership requirement ($625k), 5‑year minimum deferral on director equity grants, prohibition on hedging/pledging .
- Shareholder support: Say‑on‑Pay approval ~92% in 2024; ~94% in 2023, indicating confidence in compensation governance .
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Potential risks/RED FLAGS to monitor:
- Consultant independence optics: WTW advises the Compensation Committee while Elevance and subsidiaries paid ~$177.5M to WTW and/or its subsidiaries in 2024 for non‑executive services; the Committee concluded independence (payments <2% of WTW parent revenue), but magnitude warrants continued scrutiny .
- External CEO commitments: Jallal’s Immunocore CEO role requires ongoing assessment of time commitments and any potential strategic conflicts; Elevance’s related‑party policy mitigates risk via Governance Committee oversight .
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Engagement and attendance:
- Board met 6 times in 2024; independent director executive sessions at both start and end of meetings; all directors attended the Annual Meeting; each director met the ≥75% attendance threshold .
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Committee effectiveness:
- Governance Committee chaired by Jallal met 4 times in 2024; oversees director compensation policy and ESG reporting; uses CAP (independent, no other services) .
- Compensation & Talent Committee (Jallal member) met 4 times in 2024; uses WTW; conducts annual pay risk assessment and maintains clawback for executives .
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Director compensation design:
- No meeting fees; simple retainer plus equity design; equity fully deferred and options absent for directors—reduces short‑termism and risk .
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Independence:
- Board determined Jallal independent; Elevance continues independent Chair model (incoming Chair Ramiro Peru after 2025 AGM) .