Ryan Schneider
About Ryan M. Schneider
Ryan M. Schneider, age 55, is an independent director of Elevance Health (ELV) serving since 2019. He is Chair of the Audit Committee and a member of the Governance Committee, and qualifies as an “audit committee financial expert” under SEC rules. Schneider holds a Ph.D. from Yale University and a B.A. from Williams College, and brings CEO, COO, finance, marketing/consumer insights, technology, regulatory/public policy, and insurance-industry consulting experience to ELV’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anywhere Real Estate Inc. (formerly Realogy Holdings Corp.) | CEO & President | Dec 2017–present | Public-company CEO; brings operating, capital markets and technology oversight experience to ELV; qualifies as audit committee financial expert . |
| Anywhere Real Estate Inc. | President & COO | Oct–Dec 2017 | Transition leadership immediately prior to CEO role . |
| McKinsey & Company | Senior Advisor | 2017 | Insurance-industry consulting experience cited in ELV bio . |
| Capital One Financial Corporation | Various leadership roles incl. Senior Advisor; President, Card Business | 2001–2017 (President, Card Business 2007–2016; Senior Advisor 2016–2017) | Deep finance, regulatory and consumer risk/compliance oversight; banking sector regulatory experience . |
| Capital One Bank (USA) N.A. | Director | 2007–2016 | Bank subsidiary board governance experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anywhere Real Estate Inc. | Director | 2017–present | Current public-company directorship . |
Board Governance
- Independence: ELV’s Board determined all directors other than the CEO (Gail K. Boudreaux) are independent under NYSE and SEC rules; Schneider is independent .
- Committee assignments: Audit Committee Chair; Governance Committee member .
- Committee meeting cadence: Audit Committee met 8 times in 2024; chairs report risk oversight to full Board regularly .
- Attendance and engagement: The Board held six meetings in 2024; each director attended at least 75% of Board and committee meetings and all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at both the beginning and end of each regularly scheduled Board meeting .
- Board leadership: Independent Chair structure; Ramiro Peru appointed incoming Independent Chair effective at the 2025 Annual Meeting .
Fixed Compensation
| Element (Director) | 2024 Value | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard for non-employee directors. |
| Committee chair retainer (Audit) | $30,000 | Paid to standing committee chairs. |
| Cash in lieu of fractional share | $483.88 | Cash in lieu for fractional deferred share on grant date. |
| Fees earned or paid in cash (reported) | $155,484 | Includes retainer(s) and cash in lieu amount. |
| All other compensation | $11,374 | Dividend equivalents on deferred shares vested in 2024. |
| Total 2024 compensation | $376,374 | Sum of cash and stock award fair value in director comp table. |
Cash deferral: All of Mr. Schneider’s 2024 cash compensation was deferred under ELV’s Board Deferred Compensation Plan .
Performance Compensation
| Equity Component | Grant Detail | Value/Units | Vesting/Deferral |
|---|---|---|---|
| Annual director stock grant (deferred shares) | Granted on Annual Meeting date (May 15, 2024) | 388 deferred shares; grant date fair value $209,516 | Minimum 5-year deferral; dividends accrue and are paid at distribution; shares distributed after deferral or upon Board departure . |
| Options | None | N/A | Non-employee directors have no outstanding stock options . |
| Dividend equivalents (paid in 2024) | Cash on vested deferred shares | $11,374 | Paid when corresponding deferred shares vest. |
- No director performance-based cash bonus/metrics: ELV non-employee director compensation consists of fixed retainers and annual deferred share grants; there are no director AIP or PSU performance metrics tied to director pay .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Network Note |
|---|---|---|
| Anywhere Real Estate Inc. | CEO & Director (current) | External public-company CEO role; ELV Board policy caps CEOs’ outside public boards at one; policy followed (Schneider serves on one other public board while CEO) . |
| Capital One (prior) | Senior executive; Capital One Bank (USA) N.A. Director (2007–2016) | Network overlap: ELV director Lewis Hay, III previously served as a director at Capital One (2003–2019), highlighting shared institutional familiarity; not a related-party transaction by itself . |
- Related-party transactions governance: ELV’s Governance Committee reviews and must approve/ratify transactions involving “related persons”; in 2024, any such transactions fell within pre-approved categories or the Committee determined the director did not have a material direct or indirect interest .
Expertise & Qualifications
- Audit committee financial expert; deep finance and regulatory/public policy oversight experience from banking and consumer finance; CEO/COO leadership; technology and marketing/consumer insights; insurance consulting background .
- Board skills matrix: ELV maps director skills across CEO/leadership, finance/capital markets, technology, regulatory/policy, insurance, and marketing; Schneider is marked across these domains .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Shares owned directly | 3,522 |
| Deferred shares (supplemental) | 2,477 |
| Total beneficial shares | 5,999 |
| Shares outstanding (reference) | 238,430,367 (as of Feb 1, 2025) |
| Ownership as % of shares outstanding | ≈0.003% (5,999 ÷ 238,430,367) |
- Director stock ownership guidelines: Must own at least $625,000 in ELV stock by the fifth anniversary of Board service; deferred shares count; each non-employee director either meets or is on track to meet guidelines (avg 2024 closing price $494.48) .
- Hedging/pledging: ELV prohibits directors from short sales, hedging, pledging, and margin transactions in ELV stock per Insider Trading Policy .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) reporting timeliness | Proxy indicates one late Form 4 for a former executive officer (Blair Todt); no late filings indicated for Schneider . |
| Form 4 trading activity | Not detailed in the proxy; directors are subject to trading windows and 10b5-1 pre-approval guidelines . |
Governance Assessment
-
Strengths
- Independent audit chair with SEC “financial expert” designation; Audit Committee met 8 times in 2024 and oversees ERM, AI/privacy risks, compliance, and financial reporting integrity .
- Independence affirmed by ELV under NYSE/SEC standards; Board maintains independent Chair structure, executive sessions, and majority voting for directors .
- Strong ownership alignment: annual deferred share grants with 5-year minimum deferral, dividend equivalents paid at distribution, and stringent stock ownership plus anti-hedging/pledging policies .
- Attendance: each director met at least 75% of meetings; all attended the 2024 Annual Meeting .
- Robust related-party review policy; any 2024 related-party transactions fell within pre-approval or were determined immaterial regarding director interests .
-
Potential Risks/Watch Items
- Outside CEO time commitments: ELV explicitly evaluates outside time commitments for directors; policy limits CEOs of public companies to one other public company board—Schneider is within limits, but ongoing workload balancing remains a governance consideration .
- Related-party exposure: As a public-company CEO/director, counterparties occasionally overlap; ELV’s Committee oversight and pre-approval thresholds mitigate risk, but investors should monitor any disclosed transactions in future proxies/8-Ks .
- No performance-conditioned director pay: Director equity is time-based (deferred shares) rather than contingent on performance metrics, which is standard practice but offers limited pay-for-performance signaling at the director level .
-
Shareholder signaling context
- Say-on-Pay support for executive compensation (not director pay) was ~92% in 2024, indicating broad investor confidence in compensation governance .
Compensation Structure Notes (Board-Wide)
- Non-employee director pay elements: cash retainer, committee chair retainer, annual deferred common stock; non-executive Chair retainer applies when applicable; no meeting fees. Governance Committee uses Compensation Advisory Partners (CAP) as independent advisor for director pay; CAP assessed trends/practices in 2024 .
RED FLAGS
- None disclosed specific to Schneider in the proxy (no hedging/pledging, no delinquent Section 16(a), no option re-pricing, no related-party transactions requiring disclosure as material). Continue monitoring future filings for any related-party transactions or time-commitment issues as Anywhere Real Estate’s CEO responsibilities evolve .