Robert Dixon Jr
About Robert L. Dixon, Jr.
Independent director at Elevance Health (ELV), age 69, serving since 2011. Former Global Chief Information Officer at PepsiCo with deep technology and consumer insights expertise; founder of RD Factor, Inc.; prior senior roles at Procter & Gamble; advisory roles with IBM and Georgia Tech. Education: B.S., Georgia Institute of Technology. He is an independent director under NYSE/SEC standards. Committees: Compensation & Talent and Finance (not a chair). Board held six meetings in 2024; each director attended at least 75% of Board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RD Factor, Inc. | Owner | Since 2016 | Digital/IT consulting leadership |
| PepsiCo, Inc. | SVP & Global CIO; SVP | 2007–2016; 2016 | Led global IT and digital transformation |
| Procter & Gamble | Vice President, Global Business Services; various roles | 2005–2007; 1977–2007 | Built shared services and consumer insights capabilities |
| IBM | CIO Advisory Board | 2011–2017 | Technology governance advisory |
| Georgia Institute of Technology | College of Computing Advisory Board; President’s Advisory Board; Trustee Emeritus | Since 2019; 2017–2024; since 2017 | Academic governance and tech advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Build-A-Bear Workshop, Inc. | Director | Since 2018 | Board service at specialty retailer |
| Okta, Inc. | Director | Since 2019 | Board service at identity management platform |
Board Governance
- Committee assignments: Compensation & Talent and Finance; the Compensation & Talent Committee met 4 times and Finance Committee met 7 times in 2024; Audit met 8 times. Dixon is not listed as a chair.
- Independence: Board determined all directors except the CEO are independent under NYSE/SEC standards.
- Attendance: Board held six meetings in 2024; directors attended at least 75% of Board and committee meetings; all attended the 2024 Annual Meeting.
- Policies: Strict related-party transaction review via Governance Committee; hedging/pledging prohibited; trading window restrictions; director stock ownership guidelines and multi-year equity deferral.
Fixed Compensation
| Compensation Element | 2024 Amount (ELV board program) | Notes |
|---|---|---|
| Annual retainer – cash | $125,000 | Paid to non-employee directors |
| Annual retainer – stock | $210,000 | Granted as deferred shares on Annual Meeting date |
| Committee chair retainer | $30,000 | Not applicable to Dixon (not a chair) |
| Chair of Board retainer | $260,000 | Not applicable to Dixon |
| Annual physical | Company-paid | Per director benefit |
| Robert L. Dixon, Jr. – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $125,077 | $125,484 |
| Stock awards ($) (grant-date fair value) | $209,923 | $209,516 |
| All other compensation ($) | $25,339 | $17,613 |
| Total ($) | $360,339 | $352,613 |
Performance Compensation
- Non-employee directors do not receive performance-based pay; equity is deferred time-based stock (phantom/deferred shares) with a minimum deferral of five years and dividend equivalents paid at distribution. 2024 grant: each non-employee director received 388 deferred shares based on $539.99 market price at grant.
| Director Equity Award Terms (2024) | Value/Units | Terms |
|---|---|---|
| Deferred share grant (annual) | 388 shares at $539.99 | Deferred minimum 5 years; dividends accrue and pay at distribution |
| Deferred shares held by Dixon (as of 12/31/2024) | 2,477 | Distributed in stock upon lapse of deferral or board departure |
Other Directorships & Interlocks
| Company | Relationship to ELV | Notes |
|---|---|---|
| Build-A-Bear Workshop, Inc. | External directorship | Retail; no ELV-related transactions disclosed |
| Okta, Inc. | External directorship | Identity management; ELV’s related-party policy covers arm’s-length transactions; no Dixon-specific related transactions disclosed |
- Related-party transactions policy prohibits/ratifies transactions over $120,000; 2024 transactions were arm’s-length or directors had no material interest per Governance Committee review.
Expertise & Qualifications
- Technology leadership: former Global CIO at PepsiCo; IBM CIO Advisory Board; owner of IT consulting firm.
- Marketing/consumer insights: senior roles at PepsiCo and Procter & Gamble in global retail consumer products.
- ESG and governance experience through public company governance roles and academic boards; identified skills include Technology, Marketing/Consumer Insights, ESG, Diversity.
Equity Ownership
| Holder | Shares Owned | Supplementally Owned (Deferred/Unvested) | Total Beneficial Ownership | As-of |
|---|---|---|---|---|
| Robert L. Dixon, Jr. | 7,244 | 2,477 | 9,721 | Feb 1, 2025 |
- Stock ownership guidelines: each non-employee director must own at least $625,000 of ELV stock within five years; all directors either meet or are on-track based on 2024 average closing price ($494.48).
- Hedging/pledging: prohibited for directors; trading windows enforced; 10b5-1 plan guidelines in place.
- Ownership concentration: none of the directors/NEOs individually own >1% of shares outstanding.
Insider Trades
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| — | None reported for Dixon in the proxy; no late filings noted for Dixon (one late Form 4 reported for a different officer). | — | — |
Governance Assessment
- Strengths for investor confidence: independent status; relevant technology/cyber and consumer expertise aligned with ELV’s digital, AI, and member experience strategies; service on Compensation & Talent and Finance aligns with oversight of pay, capital, and M&A; compliance with stock ownership guidelines; strong anti-hedging/pledging policy.
- Engagement/attendance: Board held six meetings in 2024; directors met attendance expectations; committees met regularly (Audit 8; Finance 7; Compensation & Talent 4).
- Potential risk indicators to monitor: long tenure (since 2011) may raise independence perception concerns at some institutions; external board at Okta warrants routine related-party scrutiny given potential vendor relationships (policy and 2024 review indicate no material conflicts).
- Director pay structure is straightforward (cash + deferred equity) with no meeting fees or option grants, supporting alignment and avoiding pay-for-performance distortions at the board level.