Ramiro Peru
About Ramiro G. Peru
Independent director of Elevance Health (ELV) since 2004; appointed to become Independent Chair of the Board effective at the May 14, 2025 Annual Meeting. Former public-company CFO (Phelps Dodge; Swift Transportation) with deep finance and capital markets expertise, plus oversight experience spanning information systems/technology and human resources; age 69; B.S., University of Arizona. Currently chairs ELV’s Compensation & Talent Committee and serves on the Finance Committee; the Board has determined he is independent under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phelps Dodge Corporation | Executive Vice President & Chief Financial Officer; prior finance/accounting roles | 1979–2007 (CFO 1999–2007) | Senior VP responsibilities included managing information systems/technology and human resources; brings operating/technology oversight to boardroom. |
| Swift Corporation | Executive Vice President & Chief Financial Officer | Jun–Dec 2007 | Public-company CFO experience in transportation/logistics. |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| SM Energy Company | Director | Since 2014 | Public | Current public company directorship. |
| UNS Energy Corporation (subsidiary of Fortis Inc.) | Director | Since 2007 | Private (public until Aug 2014) | Long-standing utility governance experience. |
| bluemedia, Inc. | Director | 2018–2023 | Private | Large-format printing company. |
| WellPoint Health Networks, Inc. | Director | 2003–2004 | Public (historical) | Historical link to ELV predecessor. |
Board Governance
- Board role and independence: Incoming Independent Chair (effective May 14, 2025); ELV maintains separate Chair/CEO roles; 10 of 11 directors are independent (all except the CEO).
- Committee assignments: Chair, Compensation & Talent Committee; Member, Finance Committee.
- Meeting cadence and attendance: 2024 Board meetings (6); independent directors hold executive sessions at the beginning and end of each regularly scheduled Board meeting; each director attended ≥75% of Board and applicable committee meetings in 2024.
- Committee meeting counts (2024): Audit (8), Compensation & Talent (4), Governance (4), Finance (7).
- Evaluation, refreshment, leadership: Annual Board/committee/individual director evaluations facilitated by an external party; mandatory retirement age policy; Peru succeeds the retiring Chair in 2025.
- Risk and oversight: As Compensation & Talent Chair, Peru oversees pay risk reviews, executive pay decisions, talent management and inclusion; the committee uses an independent consultant (WTW), assessed annually for independence.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director cash retainer. |
| Committee chair retainer | $30,000 | Compensation & Talent Committee Chair. |
| Fees earned or paid in cash (reported) | $155,484 | Includes $483.88 paid in cash in lieu of fractional share. |
| Annual equity grant (deferred shares) – value | $209,516 | 388 deferred shares granted on Annual Meeting date; shares deferred for min. 5 years; dividend equivalents accrue during deferral. |
| All other compensation | $27,613 | Includes dividend equivalents ($17,613) and eligibility for foundation matching gifts up to $10,000. |
| Total 2024 director compensation | $392,613 | Sum of cash, equity grant value and other compensation. |
Additional policy notes:
- Non-Executive Chair retainer: $260,000 (applies when serving as Chair; ELV maintains separate Chair/CEO).
- Director equity grant mechanics: 388 deferred shares in 2024 based on $539.99/share; distribution after 5-year minimum deferral or upon Board departure.
Performance Compensation
- Non-employee directors at ELV do not receive performance-based incentive pay; compensation is a mix of cash retainers and time-deferred stock awards. No director options outstanding.
- For context on Peru’s oversight as Compensation & Talent Chair, ELV’s 2024 executive AIP metrics and results were as follows:
| Performance Measure | Target | Actual 2024 Performance |
|---|---|---|
| Adjusted Net Income | $8,644 million | Missed threshold: $7,677 million (adjusted). |
| Operating Revenue | $170,200 million | Exceeded target: $173,349 million (adjusted). |
| Improving the Health of Humanity (3 sub-metrics) | Various | Overall above target (2 of 3 metrics above target). |
| Star Ratings | +33.5 pp vs. 2023 | Missed threshold: −2.0 pp vs. 2023. |
| Consumer Effort | +2.0 pp vs. 2023 | Missed target: +1.9 pp vs. 2023. |
- Relative peer modifier for AIP funding set at 92.5% based on relative Adjusted Net Income growth and Total Revenue growth vs. industry peers.
Other Directorships & Interlocks
- Current public company board: SM Energy Company (Director since 2014).
- Compensation committee interlocks: None; during 2024, no ELV executive served on a board or comp committee of another company that had an executive serving on ELV’s Board/Compensation & Talent Committee.
- Related person transactions: None involving Compensation & Talent Committee members required disclosure under Item 404 in 2024; ELV’s related-person transaction policy requires Governance Committee review/approval and prohibits transactions inconsistent with shareholder interests.
Expertise & Qualifications
- Finance and capital markets leadership as CFO at two public companies (Phelps Dodge; Swift).
- Technology and operations oversight experience (managed information systems/technology; board service at an oil & gas E&P with technology oversight).
- Committee leadership (Compensation & Talent Chair) and incoming Independent Chair—strong governance credentials.
- Education: B.S., University of Arizona.
Equity Ownership
| Holder | Shares Owned | Deferred Shares | Total Beneficial Ownership | Notes/Date |
|---|---|---|---|---|
| Ramiro G. Peru | 6,267 | 2,477 | 8,744 | Beneficial ownership as of Feb 1, 2025; none of ELV’s directors/NEOs owns ≥1% of shares outstanding. |
| Director deferred shares outstanding | — | 2,477 | — | As of Dec 31, 2024, Peru held 2,477 deferred shares under the Board Deferred Compensation Plan. |
| Ownership guidelines | — | — | — | Directors must own ≥$625,000 in ELV stock within 5 years; all directors meet or are on track (based on 2024 average price $494.48). |
- Prohibitions on hedging/pledging of ELV stock apply to directors and executive officers.
Governance Assessment
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Positive signals
- Independent Board leadership: Separation of Chair/CEO; Peru appointed Independent Chair in 2025; robust independence (10/11 independent directors).
- Strong compensation governance under Peru’s committee: independent consultant; rigorous AIP and PSU frameworks; clawback policy includes both mandatory restatement-based recovery and discretionary recoupment for misconduct/reputational harm.
- Shareholder alignment: Annual say-on-pay with strong 2024 support (~92% “for”).
- Board effectiveness: External-facilitated annual evaluations (board/committee/individual); regular executive sessions; defined committee charters and active meeting cadence.
- Compliance/ethics: Section 16 filings timely for directors/NEOs (one late Form 4 for a former executive officer due to administrative error).
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Watch items
- Consultant conflicts optics: While the Compensation & Talent Committee’s independent advisor (WTW) was deemed independent, ELV and subsidiaries paid WTW and/or subsidiaries ~$177.5 million in 2024 for non-executive services (insurance brokering/marketing), though this represented <2% of WTW parent revenue; continued monitoring advisable.
- Medicare Star Ratings headwind in 2024 (fell vs. 2023), contributing to below-target AIP funding; oversight focus on remediation remains important.
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Structural protections
- No option/SAR repricing without shareholder approval; no change-in-control excise tax gross-ups; double-trigger CIC; anti-hedging/pledging; proxy access; majority voting in uncontested director elections; commitment to declassify if BCBSA requirement ends.
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Attendance/engagement
- 2024 attendance at least 75% for all directors; Board met 6x; Peru’s committees met regularly (Compensation & Talent 4x; Finance 7x).