Lewis Hay III
About Lewis Hay III
Independent director at Elevance Health (ELV) since 2013; age 69 as of April 1, 2025. Serves on the Audit and Finance Committees and is designated an “audit committee financial expert,” bringing CEO, finance/capital markets, regulatory/public policy, technology, marketing/consumer insights, and ESG experience. Education: M.S., Carnegie Mellon University; B.S., Lehigh University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextEra Energy, Inc. | Chief Executive Officer; Chairman; President | CEO (2001–2012); Chairman (2002–2012); President (2001–2006) | Led a large, highly regulated utility; expanded renewable energy portfolio; significant regulatory/public policy exposure |
| NextEra Energy, Inc. | Executive Chairman | 2012–2013 | Oversight during leadership transition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| L3Harris Technologies, Inc. | Director | 2019–Present (and 2002–2019 at predecessor Harris Corporation) | Current public board service |
| Capital One Financial Corporation | Director | 2003–2019 | Prior public board service |
| NextEra Energy, Inc. | Director | 2001–2013 | Prior public board service |
| Clayton, Dubilier & Rice, LLC | Operating Advisor | 2014–Present | Private equity operating advisor role |
| Artera Services, LLC | Director | 2018–Present | Private company board (infrastructure services) |
Board Governance
- Independence and roles: Independent director; Audit Committee member and Finance Committee member; audit committee financial expert .
- Committee activity: In 2024, the Audit Committee met 8 times; the Finance Committee met 7 times, indicating a meaningful workload for members .
- Attendance: In 2024, the Board held 6 meetings; each director attended at least 75% of Board and applicable committee meetings during their tenure in 2024 .
- Board leadership/structure: Independent Chair model maintained; Ramiro Peru becomes Independent Chair at the 2025 Annual Meeting; classified board structure required by BCBSA (with commitment to declassify if requirement ends) .
- Risk oversight: Audit Committee oversees financial reporting, compliance, IT/security/privacy, ethics, reputation, and operational risks within the enterprise risk management framework; regular CRO and CCO reporting to Audit .
- Say-on-Pay support: 2024 Say‑on‑Pay approval ~92%, reflecting strong shareholder support of compensation governance .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 125,484 | 209,516 | 10,000 (Foundation matching gift) | 345,000 |
| 2023 | 142,604 | 209,923 | 10,000 (Foundation matching gift) | 362,527 |
Director program structure (for non-employee directors, inclusive of Hay): $125,000 annual cash retainer; $210,000 annual stock retainer; $30,000 annual committee chair retainers (not applicable to Hay in 2024); $260,000 retainer for non-executive Chair; company covers cost of an annual physical . In 2024 each non-employee director received 388 deferred shares based on a $539.99 grant-date price; shares are deferred a minimum of five years (or until board service ends); cash is sometimes paid in lieu of fractional shares .
Performance Compensation
- Non-employee directors at ELV do not receive performance-based bonuses or performance-conditioned equity. Annual equity is granted as deferred shares with time-based deferral; there are no director stock options outstanding .
Director equity grant details (structure)
| Element | 2024 Grant Mechanics |
|---|---|
| Vehicle | Deferred common shares (no options) |
| Grant size | 388 shares per director (equal to $210,000 at $539.99/share) |
| Deferral/vesting | Distribution after minimum 5-year deferral or upon board departure; dividends accrue and pay at distribution |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| L3Harris Technologies, Inc. (current) | No disclosed related-party transactions with ELV; Governance Committee pre-approves/monitors any related-person transactions; 2024 transactions with companies connected to directors were arm’s-length, within policy, or immaterial interests . |
| Capital One Financial Corporation (former) | No ELV compensation committee interlocks; committee independence affirmed for 2024 . |
| NextEra Energy, Inc. (former) | No ELV conflicts disclosed; general related-party policy and review apply . |
Expertise & Qualifications
- Skills: CEO/executive leadership; finance/capital markets; regulatory/public policy; technology; marketing/consumer insights; ESG; audit committee financial expert .
- Industry/regulatory: Led a large, highly regulated utility; broad regulatory/public policy and ESG experience .
Equity Ownership
| Item | Amount |
|---|---|
| Deferred shares held (12/31/2024) | 10,906 deferred shares |
| Deferred shares held (12/31/2023) | 10,518 deferred shares |
| Stock options | None outstanding for non-employee directors |
| Ownership guideline | Directors must own ≥$625,000 of ELV stock within 5 years; all directors met or are on track based on 2024 average price |
| Hedging/pledging | Prohibited for directors (no short sales, hedging, pledging) |
Governance Assessment
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Strengths
- Independent, financially sophisticated director with audit committee financial expert designation; serves on two financially intensive committees (Audit, Finance), which met 8 and 7 times respectively in 2024, supporting robust oversight .
- Strong independence posture at the board level (10/11 independent) with independent chair leadership and executive sessions; good attendance (≥75%) .
- Director pay structure is balanced and aligned with shareholders: meaningful equity (deferred shares, minimum 5‑year deferral), no director options, and ownership guidelines; hedging/pledging prohibited .
- Related-party transaction policy is stringent; 2024 dealings involving companies connected to directors were arm’s-length or immaterial and within pre-approval procedures, limiting conflict risk .
- Strong shareholder support for pay (92% Say-on-Pay in 2024), indicating investor confidence in compensation governance .
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Watch items / potential risks
- Multi-board commitments appear reasonable (one current public board, L3Harris) and within ELV’s limits (directors may not serve on more than three other public boards); continue to monitor time commitments if additional roles are added .
- As an Audit Committee member, continued vigilance on cybersecurity, AI governance, and compliance oversight remains critical given the committee’s broad risk remit .
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Red flags
- None disclosed specific to Mr. Hay: no pledging/hedging, no Section 404(a) related-party issues, no delinquent Section 16(a) disclosures cited in the proxy, and no director stock options or repricing .