Kerry Clark
About R. Kerry Clark
R. Kerry Clark (age 72 as of April 1, 2025) is an independent director of Elevance Health (ELV) since 2014. He serves as Chair of the Finance Committee and is a member of the Audit Committee, and qualifies as an SEC “audit committee financial expert.” Clark’s background includes CEO experience at Cardinal Health and senior executive roles at Procter & Gamble, with expertise spanning healthcare, finance, and marketing. He holds a Bachelor of Commerce from Queen’s University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health, Inc. | Chairman & CEO; President & CEO | 2006–2009; 2006–2007 | Led major healthcare services company; CEO experience aligns with finance/healthcare oversight; Audit committee financial expert qualification |
| The Procter & Gamble Company | Vice Chairman, Global Health, Baby & Family Care; Vice Chairman & President, Global Market Development; various roles | 2004–2006; 2002–2004; 1974–2006 | Senior leadership across marketing/consumer insights; global operations |
| The Christ Hospital (Cincinnati) | Director | Since 2009 | Healthcare governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Textron, Inc. | Director | Since 2003 | Current public board service |
| General Mills, Inc. | Director | 2009–2024 | Prior public board service |
| Avnet, Inc. | Director | 2012–2019 | Prior public board service |
Clark has served as lead director and governance committee chair at a public company (ESG-related experience noted in ELV’s biography).
Board Governance
- Independence: Board determined all directors except the CEO (Gail Boudreaux) are independent under NYSE and SEC rules.
- Committees: Finance Committee Chair; Audit Committee member. Audit met 8 times in 2024; Finance met 7 times.
- Attendance: Board held six meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Tenure & Classification: Classified board required by BCBSA licenses; Clark is in the class expiring at the 2026 Annual Meeting.
- Leadership: Incoming Independent Chair (Ramiro Peru) effective at the 2025 Annual Meeting; independent Chair duties include presiding over meetings and shareholder liaison.
- Board refresh: Steve Collis appointed to Audit and Finance Committees effective Aug 1, 2025, adding healthcare and financial oversight expertise.
Fixed Compensation
| Element | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $125,000 (2024 schedule) | |
| Committee chair retainer | $30,000 (2024 schedule) | |
| Chair of the Board retainer (if independent chair) | $260,000 (not applicable to Clark) | |
| Lead Director retainer | $50,000 (none in 2024) | |
| Annual physical | Provided to non-employee directors |
Director compensation actually paid to Clark:
| Year | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 151,494 | 209,923 | 10,000 | 371,417 |
| 2024 | 155,484 | 209,516 | 10,000 | 375,000 |
Notes:
- Cash includes minor fractional share cash-in-lieu ($483.88 in 2024 per director).
Performance Compensation
| Equity Component | Grant Detail | Vesting/Deferral | Dividends/Other |
|---|---|---|---|
| Annual equity grant (deferred shares) | $210,000 value; 388 deferred shares at $539.99 (May 15, 2024 grant) | ||
| Deferral terms | Minimum 5-year deferral; distributed upon lapse or departure from Board | ||
| Dividend equivalents | Accrue during deferral; paid in cash at end of deferral | ||
| Options | None outstanding for non-employee directors |
Director stock ownership guideline:
- Requirement: Own at least $625,000 in ELV common stock within 5 years (includes deferred shares); directors either meet or are on track as of 2024 average closing price $494.48.
Hedging/Pledging restrictions:
- Directors prohibited from short sales, hedging, pledging, and margin accounts; adhere to insider trading windows unless under pre-approved Rule 10b5-1 plans.
Clawback/recoupment (executive compensation context, indicative of governance rigor overseen by Board):
- Mandatory clawback for erroneously awarded incentive-based compensation tied to financial restatements; discretionary recoupment for restrictive covenant violations or misconduct causing reputational harm.
Other Directorships & Interlocks
| Company | Relationship to ELV | Governance notes |
|---|---|---|
| Textron, Inc. | No disclosed related-party transaction | ELV reviews/approves related-person transactions via Governance Committee; all 2024 transactions were either pre-approved per policy or determined immaterial. |
| General Mills, Inc. | Prior role; ended 2024 | — |
| Avnet, Inc. | Prior role; ended 2019 | — |
Expertise & Qualifications
- CEO/COO leadership, healthcare industry, finance/capital markets, marketing/consumer insights; audit committee financial expert.
- ESG governance experience via lead director/governance chair roles at a public company.
- Education: B. Commerce, Queen’s University.
Equity Ownership
| Holder | Shares Owned (direct/options) | Supplementally Owned (deferred) | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| R. Kerry Clark | — | 9,039 | 9,039 | Each director/NEO holds <1% of shares outstanding (238,430,367 shares outstanding as of Feb 1, 2025). |
Deferred share balances (as of Dec 31, 2024):
| Director | Deferred Shares |
|---|---|
| R. Kerry Clark | 9,039 |
Say-on-Pay & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2024 Annual Meeting (May 15, 2024) | Advisory vote on NEO compensation | 179,754,212 | 15,863,613 | 656,970 | 12,814,049 |
| 2025 Annual Meeting (May 14, 2025) | Advisory vote on NEO compensation | 173,964,580 | 15,522,459 | 238,310 | 11,942,703 |
ELV reported robust shareholder outreach; independent Chair/committee structures and majority voting provisions are in place.
Governance Assessment
- Committee leadership: As Finance Committee Chair and Audit Committee member, Clark’s CEO and finance background aligns with ELV’s capital allocation and risk oversight needs; Audit met 8x, Finance 7x in 2024.
- Independence & attendance: Independent under NYSE/SEC; met attendance expectations in 2024; board maintains executive sessions.
- Ownership alignment: Deferred equity grants and $625,000 ownership guideline with 5-year compliance horizon; directors meet/are on track; prohibitions on hedging/pledging support alignment.
- Potential conflicts: ELV’s related party policy and Governance Committee pre-approval mitigated transaction risks; no material director-interest transactions in 2024.
- Shareholder confidence: Strong say-on-pay support in 2024/2025; continued enhancements to disclosure and compensation governance (clawback, pay-for-performance rigor).
- Refreshment: Addition of Steve Collis (Audit/Finance) and transition to independent Chair (Peru) bolster oversight capacity; age policy (not eligible for nomination if 73 by March 1 before meeting) implies Clark is nearing mandatory retirement timing considerations.
Red Flags to monitor
- Mandatory retirement age constraint: Clark is 72; ELV policy disallows nomination at 73+ as of March 1 before the meeting—implications for continuity of Finance Committee leadership.
- Company operational metrics: ELV’s 2024 Star Ratings missed threshold; Audit/Finance oversight of operational and revenue/earnings metrics should remain tight amid sector dynamics.
Overall: Clark’s deep operator/finance pedigree enhances ELV’s capital structure and risk oversight. Compensation/ownership structures and conduct policies indicate strong alignment and low governance risk; monitor board succession in light of retirement policy and committee leadership continuity.