Susan DeVore
About Susan DeVore
Susan D. DeVore is an independent director of Elevance Health (ELV), age 66, serving since 2021. She brings healthcare CEO and executive leadership experience from Premier, Inc., prior finance/consulting leadership at Cap Gemini/Ernst & Young, and holds an M.M. from McGill University and a B.A. from the University of North Carolina at Charlotte . She currently serves on the Compensation & Talent Committee and the Finance Committee and is designated independent under NYSE/SEC standards (10 of 11 directors are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Premier, Inc. | CEO; President | CEO 2019–2021; President 2013–2019; various roles since 2003 | Led healthcare improvement solutions; oversaw technology/services segment (regulatory, technology, industry expertise) |
| Premier Healthcare Solutions, Inc. (Premier subsidiary) | President & CEO; Director | 2009–2019; Director 2009–2021 | Operated provider-facing services; extensive operational and regulatory exposure |
| Cap Gemini/Ernst & Young LLP | VP & Sector Leader; Sector Leader | 1988–2002 (VP & Sector Leader 2001–2002; Sector Leader 2000–2001) | Finance/capital markets and consulting leadership across manufacturing/high-tech/media |
External Roles
| Organization | Role | Tenure | Public Company? | Notes |
|---|---|---|---|---|
| Solventum Corporation | Director | Since 2024 | Yes | Healthcare company; potential supplier ecosystem exposure |
| Unum Group | Director | Since 2018 | Yes | Financial protection benefits; insurance industry perspective |
| Premier, Inc. | Director | 2013–2021 | Yes (during tenure) | Prior public board service; sector familiarity |
| AdventHealth | Director | Since 2020 | No (health system) | Hospital system linkage; potential provider-network intersection |
Board Governance
- Committees: Compensation & Talent; Finance. Not a chair; Compensation & Talent chaired by Ramiro G. Peru; Finance chaired by R. Kerry Clark .
- Independence: Independent under NYSE/SEC and ELV standards (only CEO is non-independent) .
- Attendance/Engagement: Board held six meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; independent directors hold executive sessions at both start and end of regular Board meetings .
- Years of Service: Director since 2021 (4 years as of 2025) .
- Committee activity levels in 2024: Compensation & Talent met 4x; Finance met 7x; Audit met 8x; Governance met 4x .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director cash portion |
| Annual stock retainer | $210,000 | Granted as deferred common stock; 388 deferred shares at $539.99 per share on May 15, 2024 |
| Committee chair fee | $0 | Not a chair (chair retainer is $30,000; non-exec Chair retainer $260,000) |
| Meeting fees | $0 disclosed | ELV pays retainers; no meeting fees disclosed for 2024 |
| Board-paid physical | Included | Company covers annual physical cost |
| Matching gifts | $10,000 | Foundation matches director charitable donations up to $10,000 |
Director-specific 2024 totals:
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Susan D. DeVore | 125,484 | 209,516 | 10,000 | 345,000 |
Deferred Compensation Plan details:
- Cash fees may be deferred; deferred cash accrues interest at avg 10-year U.S. Treasury monthly avg (12 months to Sept 30 prior year) +150 bps, capped at 120% of applicable federal long-term rate, with compounding; stock fees may also be deferred with cash dividends paid at end of deferral .
Performance Compensation
ELV does not use performance-conditioned pay for directors; compensation comprises fixed retainers and time-deferred stock, with no director stock options outstanding . Equity grants are subject to minimum five-year deferral or until Board service ends; dividend equivalents accrue and pay at distribution; all directors must meet stock ownership guidelines .
| Equity Component | Grant Date | Shares | Fair Value per Share | Deferral/Vesting |
|---|---|---|---|---|
| Annual deferred shares | May 15, 2024 | 388 | $539.99 | Deferred min. 5 years or until Board service ends; dividends accrue and pay at distribution |
Other Directorships & Interlocks
- Potential interlocks/conflicts: AdventHealth (hospital system) and Solventum (healthcare company) could intersect with ELV’s provider partnerships and health services supply chain; ELV’s Governance Committee reviews related-person transactions ≥$120,000, requires arm’s-length terms, and prohibits/ratifies transactions inconsistent with shareholder interests. In 2024, transactions involving companies with director overlaps were within pre-approval thresholds or the Governance Committee determined the director lacked a material interest .
- Compensation & Talent Committee interlocks: None; all members are independent/non-employees, and no NEOs served on other boards’ compensation committees with reciprocal interlocks in 2024 .
Expertise & Qualifications
- Skills: CEO; executive leadership; insurance industry; finance/capital markets; healthcare industry; technology; regulatory/public policy; diversity .
- Qualifications summary: Healthcare improvement leadership across thousands of providers; technology/services oversight; prior EY partner/sector leadership; graduate and undergraduate credentials supporting finance/operations literacy .
Equity Ownership
| Item | Quantity/Requirement | Notes |
|---|---|---|
| Deferred shares (as of 12/31/24) | 1,701 | Under Board Deferred Compensation Plan; included in stock ownership tracking |
| Director stock ownership guideline | $625,000 | Must be met within 5 years of joining Board; all non-employee directors are meeting or on track based on 2024 avg price $494.48 |
| Options outstanding | 0 | No non-employee director stock options outstanding |
| Hedging/Pledging policy | Prohibited | For directors and executive officers; strong holding requirements |
Governance Assessment
- Independence and engagement: DeVore is independent, serves on two financially material committees (Compensation & Talent; Finance), and the Board maintained robust executive-session cadence; all directors met the ≥75% attendance expectation in 2024—a positive signal for oversight quality .
- Compensation alignment: Director pay uses a balanced cash/equity retainer with multi-year equity deferral and strict ownership requirements; no option grants—reducing risk-taking incentives and aligning with long-term shareholder interests .
- Compensation governance: Compensation & Talent Committee uses an independent consultant (WTW), assessed annually for independence; Committee composition is fully independent and without interlocks—supporting objectivity .
- Related-party controls: Strong related-person transaction review and pre-approval framework; 2024 transactions with companies where directors also serve were arm’s length and non-material for the director—mitigating interlock risk (relevant to AdventHealth/Solventum external roles) .
- Risk safeguards: Policies against hedging/pledging; clawback/recoupment covering incentive compensation and misconduct; no option repricing; no change-in-control excise tax gross-ups—shareholder-friendly practices .
- Shareholder sentiment: Say‑on‑Pay support was ~92% in 2024, indicating broad investor approval of ELV’s pay governance framework (contextual, albeit focused on NEOs) .
RED FLAGS: None evident from proxy disclosures specific to DeVore; potential related‑party exposure due to external roles (AdventHealth, Solventum) is actively mitigated via ELV’s related‑person policy and committee oversight .