Mark Kaye
About Mark Kaye
Mark B. Kaye is Executive Vice President and Chief Financial Officer of Elevance Health, effective November 1, 2023; he joined as CFO Designate on September 6, 2023 and was age 44 at appointment . He holds an MBA in Finance and a BSE in Statistics & Actuarial Science from Wharton/University of Pennsylvania and is a Fellow of the Society of Actuaries . Under his tenure during 2024, Elevance generated operating revenue of $175.2B (+3% YoY), operating gain of $7.9B, and returned $4.4B to shareholders; cash dividends were $6.52 per share (+10.1% YoY) . Company TSR (value of a $100 investment since 12/31/2019) stood at 130 at year-end 2024 versus 147 for the peer index, while Adjusted Net Income was $7.694B and Net Income $5.980B in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moody’s Corporation | Executive Vice President & CFO (SVP & CFO 2018–2021; EVP & CFO 2021–2023) | 2018–2023 | Responsible for all global finance activities; levered data-driven financial insight to support execution and scaling . |
| MassMutual | SVP, Head of FP&A (Feb 2016–2018); CFO, MassMutual U.S. (Jul 2015–2016) | 2015–2018 | Led FP&A and U.S. CFO responsibilities in a diversified insurer . |
| Voya Financial | CFO & SVP, Retirement Solutions | 2011–2015 | Business unit CFO for retirement franchise . |
| ING U.S. / ING Group | Senior financial and risk reporting roles | Prior to 2011 | Senior finance/risk reporting leadership . |
| Credit Suisse First Boston | Investment Banking (earlier career) | N/A | Capital markets and advisory experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in filings reviewed . |
Fixed Compensation
| Year | Base Salary | Target Bonus (% of Salary) | Actual AIP Bonus Paid | Notes |
|---|---|---|---|---|
| 2024 | $900,000 | 120% | $385,560 | 35.7% of target per AIP outcomes . |
| 2023 | $252,692 (partial year) | 120% | $351,748 | Partial-year AIP; plus one-time $2,500,000 sign-on cash (3-year clawback if voluntary resignation/for-cause) . |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Results
| Metric | Weight | Target (2024) | Actual 2024 Performance | Notes/Impact |
|---|---|---|---|---|
| Adjusted Net Income | 50% | 9.9% growth vs 2023 | Missed Threshold: $7,677M | Company-set adjustment policy applied; –$17.3M to ANI for acquisitions . |
| Operating Revenue | 20% | Sustained performance vs 2023 | Exceeded Target: $173,349M | –$1,855M revenue adjustment for M&A . |
| Improving the Health of Humanity | 10% | Multiple sub-metrics | Exceeded Target overall | Two of three sub-metrics exceeded; one missed; Committee judgment used . |
| Star Ratings | 10% | +33.5 ppt vs 2023 | Missed Threshold (–2.0 ppt) | Impacts Medicare revenue in out-years . |
| Consumer Effort | 10% | +2.0 ppt vs 2023 | Missed Target (+1.9 ppt) | Member experience measure . |
| Relative Peer Modifier | — | 80%–120% range | 92.5% | Ranked 3/6 on ANI growth, 6/6 on Total Revenue growth vs peers . |
| Final Payout (Kaye) | — | — | 35.7% of target | Applied to individual AIP; no individual uplift for Kaye . |
Key features: Balanced scorecard; Committee can adjust for unusual items; hedging/pledging prohibited; strong clawback in place .
Long-Term Incentive Plan (LTIP) — 2024 Grants (Kaye)
| Component | Grant Date | Target/Units | Vesting | Performance Metric(s) | Grant Date Fair Value |
|---|---|---|---|---|---|
| PSUs (2024–2026) | 3/1/2024 | 5,510 target units | Cliff vest 3/1/2027 (post-performance) | 60% 3-yr Cumulative Adjusted Net Income; 40% 3-yr Cumulative Operating Revenue; 0–200% payout . | $2,750,096 . |
| Stock Options | 3/1/2024 | 10,633 options | 1/3 per year (2025–2027); 10-yr term; strike $499.11 | Stock price appreciation | $1,374,953 . |
| RSUs | 3/1/2024 | 2,755 units | 1/3 per year (2025–2027) | Time-based | $1,375,048 . |
Historical PSU payout: 2022–2024 PSU cycle paid at 95.1% of target (ANI actual $22.620B; Operating Revenue actual $501B) .
Program updates: For 2025 grants, LTIP replaces Adjusted Net Income with 3-year Cumulative Adjusted Diluted EPS to better align with shareholder priorities; 2025 AIP replaces non-financial measures with a Strategic Initiatives measure while retaining financial weights and the peer modifier .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 1, 2025)
- Mark Kaye beneficially owned 11,112 shares (10,194 “owned” and 918 “supplementally owned” shares vesting within 60 days); 6,236 options were exercisable or becoming exercisable within 60 days. No director/officer owned ≥1% of shares outstanding .
- Shares outstanding: 238,430,367 .
Outstanding and Unvested Equity (12/31/2024)
| Category | Shares/Units | Value Basis |
|---|---|---|
| Unvested RSUs | 16,273 | $6,003,110 (at $368.90) . |
| Unearned PSUs (target) | 9,713 | $3,583,126 (at $368.90) . |
| Options – 2,692 exercisable / 5,384 unexercisable @ $440.19 exp 10/2/2033; 10,633 unexercisable @ $499.11 exp 3/1/2034 | See vesting schedule below | . |
Vesting Schedule Detail (Selected)
| Vesting Date | RSUs | PSUs (2022) | PSUs (2023) | PSUs (2024) |
|---|---|---|---|---|
| 3/1/2025 | 918 | — | — | — |
| 10/2/2025 | 6,759 | — | — | — |
| 3/1/2026 | 918 | — | — | — |
| 10/2/2026 | 6,759 | — | 4,203 | — |
| 3/1/2027 | 919 | — | — | 5,510 |
| Notes: Option vesting—10/2/2033 grant vests 10/2/2025 and 10/2/2026; 3/1/2034 grant vests 3/1/2025, 3/1/2026, 3/1/2027 . |
Alignment Policies
- Stock ownership guidelines: EVPs = 3x salary; five years to comply; unvested RSUs count, PSUs/options do not. As of filing, each NEO (including Kaye) is “sufficient” to meet the requirement; sales restricted until met .
- Hedging/pledging: Prohibited; margin usage prohibited; trading windows and pre-approved 10b5-1 plans required with cooling-off period .
- Clawback: Mandatory restatement clawback plus discretionary recoupment for restrictive covenant breaches and misconduct causing reputational harm .
- Deferred compensation: 2024 deferrals $31,000; company match $27,750; year-end balance $87,072 .
Implication for selling pressure: Large sign-on/new-hire RSUs scheduled to vest on 10/2/2025 and 10/2/2026 (6,759 each) may create tax-related sales around those dates; options remain out-of-the-money at grant strikes until stock price appreciates .
Employment Terms
| Term | Detail |
|---|---|
| Start / Role | CFO Designate 9/6/2023; CFO effective 11/1/2023 . |
| Initial Pay Package | Base $900,000; AIP target 120% of salary; LTIP target $5.5M starting 2024; $8.0M one-time RSUs (3-yr ratable vest); $3.7M 2023 pro-rata LTIP (50% PSUs/25% RSUs/25% options); $2.5M sign-on cash (3-year repayment if voluntary resignation/for-cause) . |
| Severance (EAP) | Without cause/good reason: 2x salary+target bonus; 2 years health/life continuation; pro-rata PSU vesting based on actual performance; continued vesting of options/RSUs through 24-month severance period (or retirement treatment if eligible) . |
| Change-in-Control | Double-trigger. For Kaye: 2x salary+target bonus; 2 years health/life continuation; accelerated vesting on all equity at 100% of target for PSUs in change-in-control termination/death/LTD scenarios; no excise tax gross-ups . |
| Restrictive Covenants | Confidentiality; 24-month post-termination non-compete and non-solicit; non-disparagement; cooperation; repayment of severance/equity gains if breach . |
| Ownership Guidelines | 300% of salary; five years to comply . |
| Perquisites | Directed Executive Compensation (DEC): up to $30,000 annually (cash+core credits). 2024 “All Other Compensation” for Kaye: $87,487 including DEC, relocation, retirement plan matches . |
Performance Compensation Structure (Detail)
2024 AIP Scorecard Targets and Mechanics
- Financial weights: Adjusted Net Income 50%, Operating Revenue 20%; Operational: Improving the Health of Humanity 10%, Star Ratings 10%, Consumer Effort 10%; relative peer modifier 80%–120% based on ANI and Total Revenue growth vs Direct Industry peers .
- 2024 outcomes yielded a low pool (post-modifier), driving 35.7% of target payout for Kaye; CEO/other NEOs received same percentage except one individual adjustment (not Kaye) .
2024 LTIP Construction
- Mix: PSUs (0–200% payout) on 3-yr cumulative ANI (60%) and Operating Revenue (40%); stock options (25% weight); RSUs (25% weight). Annual grant typically on first business day of March to avoid MNPI timing risk .
Compensation Peer Group and Say‑on‑Pay
- Peer groups: Direct Industry peers include UnitedHealth, CVS, Humana, Cigna, Centene; broader Fortune 50 “General Industry Group” used for market checks; target total compensation set near market median .
- Say-on-Pay: ~92% approval at 2024 annual meeting; ongoing shareholder engagement on executive pay .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces alignment risk); no option repricing without shareholder approval; no CIC excise tax gross-ups .
- Large make-whole/sign-on equity ($8M RSUs; $3.7M pro-rata LTIP; $2.5M cash) increases near-term vesting supply but is backstopped by clawbacks/repayment terms and lengthy non-compete .
- Related-party transactions: none disclosed for Kaye; Section 16 compliance generally timely (one late Form 4 for a different former executive noted) .
Expertise & Qualifications
- Education: MBA (Finance); BSE (Statistics & Actuarial Science), Wharton/University of Pennsylvania; Fellow of the Society of Actuaries .
- Domain expertise: Public company CFO experience (Moody’s); deep FP&A, actuarial and business unit CFO roles across insurance/retirement businesses .
Investment Implications
- Pay-for-performance linkage: 2024 AIP paid 35.7% of target for Kaye after missing ANI threshold but exceeding revenue and selected strategic targets, signaling the program’s downside sensitivity; 2022–2024 PSU payout at 95.1% indicates long-term goals were set within realistic yet demanding ranges .
- Forward incentives: 2025 AIP pivots operational metrics to Strategic Initiatives and 2025 LTIP switches to Adjusted Diluted EPS, sharpening focus on earnings compounding and capital allocation—potentially supportive for margins and EPS trajectory if executed .
- Trading dynamics: Concentrated RSU vesting in Oct-2025 and Oct-2026 from new-hire awards may create episodic sell pressure (tax withholding/LIQ), though ownership guidelines and prohibitions on hedging/pledging temper misalignment risks .
- Retention/transition risk: Robust severance, double-trigger CIC, and 24‑month restrictive covenants, plus a 3‑year sign-on cash clawback, lower near‑term departure risk for the CFO role .