Elevance Health, Inc DEF 14A, filed Mar 31, 2023

Elevance Health, Inc. (ELV)

DEF 14A 2023-03-31

View Original

Added on June 12, 2026

About this DEF 14A

Elevance Health, Inc filed this DEF 14A on March 31, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


			BC or BCBS licensed plans (3)

			BC or BCBS licensed plans + Medicaid presence (11)

			Medicaid presence (16)

			Medicare presence (27)

14 states BC or BCBS plan (total)

25 states + District of Columbia and Puerto Rico
Medicaid presence (total)

26 states + Puerto Rico
Medicare presence

Service area provided as of March 1, 2023


Letter from Our President and Chief Executive O fficer		1

Letter from Independent Chair of the Board		2

Notice of Annual Meeting of Shareholders		3

Proxy Summary		5

Corporate Governance		12

	Proposal 1 – Election of Directors	12

The Board of Directors		13
Identifying and Evaluating Nominees for Directors		13
Director Qualifications		13
Biographical Information on Director Nominees and Continuing Directors		16
Board’s Role and Responsibilities		22
Board Role in Risk Oversight		22
Corporate Responsibility		24
Shareholder Engagement		29
Communications with the Board		29
Board Structure		30
Board Leadership Structure		30
Director Independence		30
Board Meetings, Executive Sessions and Attendance		30
Standing Committees of the Board		31
Board Practices, Processes and Policies		34
Corporate Governance Policies and Practices		34
Director Evaluation Process		35
Director Orientation and Continuing Education		35
Review and Approval of Transactions with Related Persons		36
Compensation of Non-Employee Directors		36
Director s ' Compensation Table		37
Board Equity Compensation and Stock Ownership Guidelines		38

Executive Compensation		39

	Proposal 2 – Advisory Vote to Approve the Compensation of Our Named Executive Officers	39

Compensation Discussion & Analysis		40
Executive Summary		40
Compensation Decision-Making Process		44
Elements of Total Rewards		47
Primary Components of 2022 Target Compensation		47


Elevance Health is a lifetime, trusted health partner fueled by its purpose to improve the health of humanity. We support consumers, families, and communities across the entire care journey – connecting them to the care, support, and resources they need to lead healthier lives. Our companies serve approximately 119 million people through a diverse portfolio of industry-leading medical, digital, pharmacy, behavioral, clinical, and complex care solutions. For more information, please visit www.elevancehealth.com.			Approximately 47.5 million total medical members in affiliated health plans* Approximately 119 million total lives served*

			* Q4 2022 data





Anthem Blue Cross and Anthem Blue Cross and Blue Shield remain our go-to-market brands in the 14 Blue states. It’s the name consumers are most familiar with as a trusted healthcare partner through our affiliated health plans.	Select Medicare, Medicaid and Commercial Plans in non-Blue states will unify under the Wellpoint brand over the next few years.	Our services businesses will unify under the brand Carelon to solve complex challenges and support whole health across the entire healthcare continuum.


Dear Fellow Shareholders, We look forward to welcoming you to Elevance Health’s virtual 2023 Annual Meeting on May 10, 2023, at 8:00 a.m. Eastern Time to review our 2022 performance and learn more about our growth plans for 2023. We value your voice and encourage you to submit your vote to ensure you are heard. In 2022, we leveraged the diversity and strength of our businesses to deliver solid financial performance, further our strategy, and drive growth for our shareholders. As our Company and the world around us continued to evolve, we stayed focused on serving the needs of our consumers, care providers, communities, and partners to advance health beyond healthcare. To better reflect our journey to become a lifetime, trusted health partner, we changed our name to Elevance Health and streamlined our brand portfolio, to convey our commitment to addressing the physical, behavioral, social, and pharmacy needs of consumers at all stages of their lives. Our associates are driven by our shared purpose to improve the health of humanity. We embrace our responsibility to connect individuals to the care, support, and resources they need, and we prioritize health equity so that everyone has a chance to live their healthiest life. In 2022, our Medicaid plans were among the first in the industry to receive full three-year health equity accreditation from the National Committee for Quality Assurance (“NCQA”). Additionally, we have made progress towards being more sustainable, recently signing the World Economic Forum’s Zero Health Gaps Pledge and the Health and Human Services (“HHS”) Health Sector Climate Pledge. Our passion for our purpose earned the Company recent recognition as a Great Place to Work for the third consecutive year, and inclusion on the 2022 Fortune 100 Best Companies to Work For and PEOPLE Magazine’s Companies That Care lists. Last year's targeted investments served to directly advance our key priorities: optimizing the customer experience, delivering innovative and customized solutions across the continuum of care, and deepening digital engagement while scaling value-added health services. Our 2022 performance demonstrates that our strategy and focus are helping us realize Elevance Health’s full potential to deliver whole health. Year-over-year (“YOY”) operating revenue increased by 14% to $156 billion, which resulted in income before income tax expense of $7.8 billion. In addition, our YOY operating gain increased by 13% to $8.5 billion. We ended the year with approximately 47.5 million members, up over 5% YOY, with 85% of the increase coming from organic growth. Our purpose, passion, and commitment to making a positive difference will drive our success today and continue to drive our success tomorrow. Thank you for your continued confidence and trust throughout our journey to deliver on the power and promise of Elevance Health. Sincerely, Gail K. Boudreaux President and Chief Executive Officer March 31, 2023

						We embrace our responsibility to connect individuals to the care, support, and resources they need, and we prioritize health equity so that everyone has a chance to live their healthiest life.”


Dear Fellow Shareholders, As your Board of Directors, we take our responsibilities very seriously and are committed to representing your interests in the long-term. We believe our shareholders are best served when the Company achieves sustainable results in a responsible manner. We are pleased to share specific actions that the Board has taken in the past year. Purpose & Culture. The Board recognizes the importance of culture in achieving long-term success, and we are updated regularly on initiatives in this area. As part of our strategic oversight, we ensure that the Company’s purpose, as well as its mission and values, are embedded in the Company’s strategy and business plans. We are pleased that the Company’s 2022 Associate Engagement Survey found that 96% of our associates understand and are inspired by the Company’s purpose of improving the health of humanity. In addition, we are proud that the Company was included in the JUST 100 for a fifth consecutive year. Board Skills, Diversity & Refreshment. Board succession planning is also essential to the Company’s success. As Chair, I have the privilege to work with a highly qualified and diverse group of board colleagues who bring thought leadership, perspective and accountability to their roles in overseeing the talented executive team at Elevance Health. Your Board is highly diverse in terms of background, expertise, race/ethnicity, age and gender, with over 70% of the directors being diverse based on gender, race and/or ethnicity. In addition, we continue to be the only Fortune 50 company with both a female CEO and a female independent Board Chair. We believe that having leaders and decision makers who represent the breadth of our communities is important for the Company’s success. Refreshing your Board with new perspectives and ideas is critical to ensuring that it remains strategic, inclusive and forward-looking. Each year, we conduct a rigorous evaluation process, including Board and individual director evaluations facilitated by an external party. Over the past two years, two new directors have joined the Board and one director has retired. We welcomed Deanna Strable to the Board most recently. Deanna has extensive executive, healthcare, financial and insurance experience, as well as a demonstrated focus on diversity and culture. Environmental, Social & Governance (“ESG”). We believe our ESG practices promote the long-term interests of our shareholders and strengthen Board and management accountability. As overseers of risk and stewards of long-term enterprise value, we play a vital role in overseeing the ESG impacts and related risks on the Company’s operating model, long-term performance and stakeholders. The Board’s Governance Committee is responsible for establishing the Company’s corporate governance practices, as well as monitoring the Company’s social responsibility and environmental sustainability initiatives, including climate-related matters. We are proud that the Company achieved carbon-neutral operations in 2022, being the first in our sector to do so. Also, we are pleased to be named to the 2022 Dow Jones Sustainability North America and World Indices for a fifth consecutive year in recognition of our ESG practices. On behalf of the Board, thank you for investing in Elevance Health. Sincerely, Elizabeth E. Tallett Independent Chair of the Board March 31, 2023

						We are pleased that the Company's 2022 Associate Engagement Survey found that 96% of our associates understand and are inspired by the Company's purpose of improving the health of humanity.”



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 10, 2023. The Notice of Annual Meeting of Shareholders, Proxy Statement and 2022 Annual Report on Form 10-K are available at: www.envisionreports.com/elv. We are making this proxy statement available to shareholders on or around March 31, 2023.


2022 Compensation Decisions		48
Compensation Policies and Practices		56
Compensation and Talent Committee Report		57
Compensation Tables		57
Summary Compensation Table		57
Grants of Plan-Based Awards		59
Outstanding Equity Awards at Fiscal Year-End		60
Option Exercises and Stock Vested		63
Pension Benefits		64
Non-Qualified Deferred Compensation		65
Potential Payments Upon Termination		66
CEO Pay Ratio		69
Pay versus Performance		70

	Proposal 3 – Advisory Vote on the Frequency of the Say-on-Pay Vote	73

Audit Committee Matters		74

	Proposal 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm	74

The Audit Committee’s Consideration of Independence of Independent Registered Public Accounting Firm		75
Independent Registered Public Accounting Firm’s Fees		75
Audit Committee Pre-Approval Policy		75
Audit Committee Report		76

	Proposal 5 – Shareholder Proposal to Allow Shareholders Owning 10% or More of Our Common Stock to Call a Special Meeting of Shareholders	77

	Proposal 6 – Shareholder Proposal Requesting Annual Reporting from Third Parties Seeking Financial Support	79

Security Ownership of Certain Beneficial Owners and Management		82

Stock Held by 5% or More Beneficial Owners		82
Stock Held by Directors, Nominees and Executive Officers		83

Information on Voting and the Annual Meeting		84

Annex A – Elevance Health , Inc. GAAP Reconciliation		90



FOR each nominee Page 12	Proposal 1 Election of Directors
	Four directors have been nominated for election to hold office for a term to expire at the 2026 Annual Meeting:
	•Gail K. Boudreaux •R. Kerry Clark	•Robert L. Dixon, Jr. •Deanna D. Strable



FOR Page 39			Proposal 2 Advisory Vote to Approve the Compensation of Our Named Executive Officers
			Our executive compensation program (the “Total Rewards” program) is designed to attract, engage, motivate and retain a talented team of executive officers and to appropriately reward those executive officers for their contribution to our business, our consumers and our shareholders. This proposal gives our shareholders the opportunity to express their views on the compensation of our Named Executive Officers (“Say-on-Pay”).



For the O NE YEAR option Page 73			Proposal 3 Advisory Vote on the Frequency of the Say-on-Pay Vote
			This proposal gives our shareholders the opportunity to indicate how frequently we should hold future Say-on-Pay votes. In voting on this Proposal 3, shareholders may indicate whether they would prefer future Say-on-Pay votes be held once every year, every two years or every three years.



FOR Page 74			Proposal 4 Ratification of the Appointment of Independent Registered Public Accounting Firm
			The Audit Committee has selected Ernst & Young LLP to continue serving as our independent registered public accounting firm for the year ending December 31, 2023.



Earnings Per Share (“EPS”)	Total Operating Revenue ($ in millions)	Membership (in millions)


TOTAL SHAREHOLDER RETURN (Annual Growth Rate)
	1 Year	3 Years	5 Years
Elevance Health	11.8%	20.7%	19.3%
Peers(3)	11.3%	15.0%	13.3%
S&P 500	-18.1%	7.6%	9.4%



Stock Ownership / Compensation
•Significant director and executive stock ownership requirements and holding restrictions •Clawback policy for executive officers’ incentive compensation, including for reputational harm •Policy against short sales, hedging and pledging stock for directors and all associates, including our executive officers •Rigorous establishment and oversight of incentive measures, goals and pay / performance relationship •Say-on-Pay advisory vote conducted annually •Pre-established grant dates for equity awards to executive officers			•Limited executive perquisites •Double-trigger change-in-control provisions •No re-pricing of stock options or stock appreciation rights without shareholder approval •No change-in-control excise tax gross-ups •No guaranteed annual salary increases or bonuses •No compensation plans which encourage excessive risk taking •Independent compensation consultant



AGAINST each of the Shareholder Proposals Page 77			Proposals 5 and 6 T wo Proposals were Submitted by Shareholders
			•Shareholder Proposal to Allow Shareholders Owning 10% or More of Our Common Stock to Call a Special Meeting of Shareholders •Shareholder Proposal Requ estin g Annual Reporting from Thir d Parties Seeking Financial Support



8 of 11 Directors are Diverse based on Gender and/or Race/Ethnicity	Female Leadership in Key Roles Independent Board Chair President and CEO Governance Committee Chair	Racially/Ethnically Diverse Leadership Compensation and Talent Committee Chair Governance Committee Chair	10 of 11 Directors are Independent, including 2 added in the past 2 years



			PROPOSAL 1 Election of Directors


			We are asking our shareholders to elect Gail K. Boudreaux, R. Kerry Clark, Robert L. Dixon, Jr. and Deanna D. Strable to the Board, each for a three-year term to expire at our 2026 Annual Meeting. Each of the nominees for director is presently a director, and each has consented to being named as a nominee in this Proxy Statement and has indicated a willingness to serve if elected. As more fully described in the following pages, we believe each nominee is qualified with unique skills, experiences and attributes that are beneficial to our Company. The Board currently consists of eleven directors divided into three classes. Our Amended and Restated Articles of Incorporation (our “Articles of Incorporation”) provide that the total number of directors should be divided into three classes with each class containing approximately one-third of the total directors. Currently, the classes of 2023 and 2025 contain four directors each, and the class of 2024 contains three directors. This classified Board structure is one of the specific requirements imposed by the Blue Cross and Blue Shield Association (“BCBSA”) in license agreements with all Blue Cross Blue Shield licensees, including us. However, our Articles of Incorporation provide that we will declassify the Board if the BCBSA requirement for a classified board is no longer applicable to us. The term of one class of directors expires each year. Generally, each director serves until the Annual Meeting of Shareholders held in the year that is three years after such director’s election and until such director’s successor is elected and has qualified. In addition, a director nominee is not eligible for election if he or she has reached the age of 73 as of the March 1st immediately prior to the Annual Meeting of Shareholders at which his or her nomination will be submitted for shareholder approval.


						The Board of Directors unanimously recommends a vote FOR Proposal 1, the election as directors of Gail K. Boudreaux, R. Kerry Clark, Robert L. Dixon, Jr. and Deanna D. Strable.


•Integrity and Accountability •Financial Literacy			•Informed Judgment •Risk Oversight Ability			•Mature Confidence •High Performance Standards


			CEO			Contributes to the Board’s understanding of complex operations, business strategy and risk management and demonstrated leadership ability at the highest level
			COO / Executive Leadership			Contributes to the Board’s understanding of complex operations, business strategy and risk management and demonstrated leadership ability
			Insurance Industry			Contributes to the Board’s understanding of insurance operations and the industry’s complex regulatory requirements, as well as the competitive environment
			Finance / Capital Markets			Valuable for evaluating our financial reporting process, financial management and capital allocations (dividends/share repurchases/financings)
			Healthcare Industry			Contributes to the Board’s understanding of the providers of healthcare services and products and issues related to simplifying healthcare
			Marketing / Consumer Insights			Contributes to the Board’s understanding of changing market conditions and consumer trends and expectations
			Technology			Contributes to the Board’s understanding of technology, including the use of new technologies in providing our products and services, as well as cybersecurity risks
			Regulatory / Public Policy			Contributes to the Board’s understanding of complex regulatory and public policy issues facing us as a highly-regulated entity
			ESG			Contributes to the Board’s understanding of leading corporate governance practices and environmental and social sustainability initiatives
			Diversity			Gender and racial/ethnic diversity provide different perspectives to the Board to foster innovation and inclusion



Committees: None Skills, Experiences and Attributes •CEO •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Healthcare Industry •Technology •Regulatory/Public Policy •ESG •Diversity Education M.B.A., Columbia Business School; B.A., Dartmouth College			Gail K. Boudreaux \| Age: 62 \| Director Since: 2017


			Director Qualifications Ms. Boudreaux brings significant CEO, healthcare industry, insurance, finance and technology experience to the Board from her chief executive and other executive positions with several healthcare and insurance organizations and participation in numerous associations in the healthcare industry. Ms. Boudreaux’s positions also provided her with regulatory and public policy experience due to the highly-regulated nature of these organizations. She also gained financial and technology experience through her service as a director and as a member of the audit committee and technology operations committee of several public companies, including a medical device company and a biotechnology company. In addition, she has gained ESG experience, including related to diversity, equity and inclusion (“DEI”) and climate matters, through her CEO role at Elevance Health. Professional and Other Experience •Elevance Health, Inc., President and CEO (since 2017) •GKB Global Health, LLC, a healthcare consulting firm, Founder and CEO (2015-2017) •UnitedHealth Group Incorporated, a diversified healthcare company, Executive Vice President (2008-2015), and President (2008-2011) and CEO (2011-2014) of its subsidiary, UnitedHealthcare •Health Care Service Corporation, a health insurance company, Executive Vice President of External Operations (2005-2008) and President of Blue Cross and Blue Shield of Illinois (2002-2005) •Aetna Inc., a managed healthcare company, various leadership positions (1983-2002) •Director of the BCBSA, the National Institute for Health Care Management and the Central Indiana Corporate Partnership, member of The Business Roundtable and chair of the Business Council Other Public Board Service •Target Corporation, a general merchandise retailer, Director (since 2021) •Zimmer Biomet Holdings, Inc., a medical device company, Director (2012-2021) •Xcel Energy, Inc., a utility holding company, Director (2012-2017) •Novavax, Inc., a biotechnology company, Director (2015-2017)



Committees: Audit Finance (Chair) Skills, Experiences and Attributes •CEO •COO/Executive Leadership •Finance/Capital Markets •Healthcare Industry •Marketing/Consumer Insights •ESG Education B. Commerce, Queens University			R. Kerry Clark \| Age: 70 \| Director Since: 2014


			Director Qualifications Mr. Clark has extensive CEO, healthcare industry, marketing and consumer insights, and finance experience through his positions as Chairman and CEO of a major healthcare services organization, and as a senior executive at an international consumer products company, where he served in several positions involving marketing, advertising and product development of healthcare and other consumer products. Also, he has healthcare experience through his service on a hospital’s board of directors and ESG experience, including related to DEI, through his roles as lead director and chair of the governance committee of a public company. Mr. Clark qualifies as an “audit committee financial expert” under the rules of the Securities and Exchange Commission (“SEC”). Professional and Other Experience •Cardinal Health, Inc., a healthcare products and services company, Chairman and CEO (2007-2009) and President and CEO (2006-2007) •The Procter & Gamble Company (“Procter & Gamble”), a consumer products company, various positions (1974-2006) including Vice Chairman, Global Health, Baby & Family Care (2004-2006) and Vice Chairman & President, Global Market Development (2002-2004) •The Christ Hospital in Cincinnati, Ohio, Director (since 2009) Other Public Board Service •General Mills, Inc., a consumer food products company, Director (since 2009) •Textron, Inc., an aircraft, defense and industrial products company, Director (since 2003) •Avnet, Inc., an industrial distributor of electronic components, enterprise computer and storage products, Director (2012-2019)



Committees: Compensation and Talent Finance Skills, Experiences and Attributes •COO/Executive Leadership •Marketing/Consumer Insights •Technology •ESG •Diversity Education B.S., Georgia Institute of Technology			Robert L. Dixon, Jr. \| Age: 67 \| Director Since: 2011


			Director Qualifications Mr. Dixon has extensive technology experience through his position as Global Chief Information Officer of a large public company, his ownership of a digital and information technology consulting business, and his service on the CIO advisory board for another large public company. He also has significant marketing and consumer insights experience through his senior positions at two large public companies, both of which have global retail consumer product focus. Mr. Dixon has ESG experience, including related to DEI and climate matters, through his role as chair of the governance committee of a public company and his several executive and academic board positions. Professional and Other Experience •RD Factor, Inc., a digital and information technology consulting business, owner (since 2016) •PepsiCo, Inc., a food and beverages company, Senior Vice President (2016) and Senior Vice President and Global Chief Information Officer (2007-2016) •Procter & Gamble, various positions (1977-2007), including Vice President of Global Business Services (2005-2007) •International Business Machines Corporation, a technology and consulting company, CIO Advisory Board (2011-2017) •Georgia Institute of Technology, President’s Advisory Board (since 2017), the College of Computing Advisory Board (since 2019) and Trustee Emeritus of the Foundation (since 2017) Other Public Board Service •Build-A-Bear Workshop, Inc., a specialty retailer, Director (since 2018) •Okta, Inc., an identity management platform, Director (since 2019)



Committees: Audit Governance Skills, Experiences and Attributes •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Healthcare Industry •Regulatory/Public Policy •Diversity Education B.A., Northwestern University; Fellow, Society of Actuaries			Deanna D. Strable \| Age: 54 \| Director Since: 2022


			Director Qualifications Ms. Strable brings extensive executive leadership, insurance industry and regulatory experience to the Board, gained through her CFO and other executive positions with a global financial services company. She also has healthcare industry experience from her role as President of an insurance solutions division of a financial services company that provides specialty health insurance products. In addition, Ms. Strable has significant finance and capital markets experience through her current position as CFO of a public company, with oversight responsibility for financial reporting, capital markets and corporate finance. Ms. Strable qualifies as an “audit committee financial expert.” Professional and Other Experience •Principal Financial Group, Inc. (“Principal Financial”), a financial services company, Executive Vice President and CFO (since 2017) •Principal Financial, President, U.S. Insurance Solutions (2015-2017) •Principal Financial, various other actuarial and management positions (1990-2017) •United Way Worldwide, Director (since 2018 including for its predecessor entity, United Way USA) Other Public Board Service •None



Committees: Audit (Chair) Finance Skills, Experiences and Attributes •CEO •COO/Executive Leadership •Finance/Capital Markets •Marketing/Consumer Insights •Technology •Regulatory/Public Policy •ESG Education M.S., Carnegie Mellon University; B.S., Lehigh University			Lewis Hay, III \| Age: 67 \| Director Since: 2013


			Director Qualifications Mr. Hay brings extensive CEO, finance and regulatory and public policy experience to the Board through his positions as CEO, Chairman and CFO of a large utility company which was subject to significant regulation and oversight. He also has ESG experience related to climate from his management of the utility’s expansion of renewable energy sources. In addition, Mr. Hay has marketing and consumer insights experience from his service as an officer of a large utility company and a director of a financial services company, and technology experience from his service as a director of an information technology company. Mr. Hay qualifies as an “audit committee financial expert.” Professional and Other Experience •Clayton, Dubilier & Rice, LLC, a private equity investment firm, operating advisor (since 2014) •NextEra Energy, Inc. (“NextEra Energy”), an electricity-related services and renewable energy generator company, Executive Chairman (2012-2013), CEO (2001-2012), Chairman (2002-2012) and President (2001-2006) •Artera Services, LLC, a provider of integrated infrastructure services to natural gas and electric industries, Director (since 2018, including for its predecessor company, PowerTeam Services, LLC) Other Public Board Service •L3Harris Technologies, Inc., a global aerospace and defense technology firm, Director (since 2019 and 2002-2019 for its predecessor company, Harris Corporation) •Capital One Financial Corporation, a financial services company, Director (2003-2019) •NextEra Energy, Director (2001-2013)



Committees: Audit Governance Skills, Experiences and Attributes •CEO •COO/Executive Leadership •Finance/Capital Markets •Marketing/Consumer Insights •Technology •Diversity Education Bachillerato en Electronica, Escuela Nacional de Educacion Tecnica			Antonio F. Neri \| Age: 55 \| Director Since: 2017


			Director Qualifications Mr. Neri brings CEO and significant technology experience to the Board gained through his current position of President and CEO at a large, multinational enterprise information technology company and from holding several leadership positions at firms that provide technology solutions to the business and public sectors. Mr. Neri also gained finance and marketing and consumer insights experience from past positions where he was responsible for determining consumer needs, overseeing product and promotional campaigns and promoting, selling and distributing products. Mr. Neri qualifies as an “audit committee financial expert.” Professional and Other Experience •Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), a technology company, President and CEO (since 2018), President (2017-2018) and Executive Vice President and General Manager, Enterprise Group (2015-2017) •HP Inc., a technology company, various positions (1995-2015), including Senior Vice President and General Manager, Enterprise Group (2014-2015), Senior Vice President and General Manager, HP Networking Business Units (2014), Senior Vice President and General Manager, HP Servers (2013-2014) and Senior Vice President and General Manager, HP Technology Services (2011-2013) Other Public Board Service •Hewlett Packard Enterprise, Director (since 2018) •H3C Technologies Co., LTD, an information technology company, Director (2016-2017)



Committees: Compensation and Talent (Chair) Finance Skills, Experiences and Attributes •COO/Executive Leadership •Finance/Capital Markets •Technology •Diversity Education B.S., University of Arizona			Ramiro G. Peru \| Age: 67 \| Director Since: 2004


			Director Qualifications Mr. Peru brings significant executive leadership and finance experience to the Board as a former CFO of two public companies. Mr. Peru’s positions also included technology experience as Senior Vice President at a mining and manufacturing company, with responsibility for managing both information systems and technology and human resources. In addition, he has technology experience through his service on the board of directors of an oil and gas exploration and production company. Professional and Other Experience •Swift Corporation, a transportation company, Executive Vice President and CFO (June-December 2007) •Phelps Dodge Corporation (“Phelps Dodge”), a mining and manufacturing company, various finance and accounting positions with Phelps Dodge and its affiliates (1979-2007) including Executive Vice President and CFO (1999-2007) •UNS Energy Corporation (“UNS Energy”), an electric and gas utility holding company and a subsidiary of Fortis Inc., a utility holding company, Director (since 2007) •Bluemedia, Inc., a large format printer, Director (since 2018) Other Public Board Service •SM Energy Company, an oil and gas exploration and production company, Director (since 2014) •UNS Energy (publicly traded until August 2014), Director (2007-2014) •WellPoint Health Networks, Inc., Director (2003-2004)



Committees: Audit Finance Skills, Experiences and Attributes •CEO •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Healthcare Industry •Technology •Regulatory/Public Policy •Diversity Education M.M., McGill University; B.A., University of North Carolina at Charlotte			Susan D. DeVore \| Age: 64 \| Director Since: 2021


			Director Qualifications Ms. DeVore brings extensive healthcare industry, CEO and executive leadership experience to the Board gained through her past President and CEO positions at a healthcare improvement company that serves thousands of hospitals and other healthcare providers. She also gained technology experience in connection with her oversight of the healthcare improvement company’s technology/services segment and regulatory experience due to its highly-regulated nature. In addition, Ms. DeVore has finance experience as a former partner and region and sector leader at Ernst & Young LLP. Ms. DeVore qualifies as an “audit committee financial expert.” Professional and Other Experience •Premier, Inc., a healthcare improvement company, various roles from 2003 until June 2021, with the most recent as CEO (2019-2021) and President (2013-2019) •Premier Healthcare Solutions, Inc. (subsidiary of Premier, Inc.), President and CEO (2009-2019) and Director (2009-2021) •AdventHealth, a healthcare system, Director (since 2020) •Cap Gemini/Ernst & Young LLP, a management consulting company, various roles from 1988 until 2002, including VP and Sector Leader, Manufacturing/High Tech & Media/Entertainment Units (2001-2002) and Sector Leader, High Growth Middle Market Division, North America (2000-2001) Other Public Board Service •Unum Group, a financial protection benefits company, Director (since 2018) •Premier, Inc., Director (2013-2021)



Committees: Compensation and Talent Governance (Chair) Skills, Experiences and Attributes •CEO •COO/Executive Leadership •Finance/Capital Markets •Healthcare Industry •Regulatory/Public Policy •Diversity Education M.S. and Ph.D., I’Universite’ De Paris VI; Fellow, Max Planck Institute of Biochemistry			Bahija Jallal \| Age: 61 \| Director Since: 2018


			Director Qualifications Ms. Jallal brings extensive healthcare industry experience to the Board gained through her several leadership positions at biopharmaceutical companies that provide new medicines to patients, including her current position of CEO at a multinational biotechnology company. In addition, Ms. Jallal has CEO and finance experience through her current position and her former position of President at a biologic research and development subsidiary of a large public company. These positions also provided her with regulatory and public policy experience due to the highly-regulated nature of the biopharmaceutical and biotechnology industries. Professional and Other Experience •Immunocore Limited, a T-cell receptor biotechnology company, CEO (since 2019) •AstraZeneca PLC (“AstraZeneca”), a pharmaceutical and biopharmaceutical business, Executive Vice President (2013-2019) •MedImmune, a biotechnology business and a subsidiary of AstraZeneca, President (2013-2019), Executive Vice President, Research and Development (2010-2013) and various other research and development positions (2006-2010) Other Public Board Service •Immunocore Limited, Director (since 2019) •Guardant Health, Inc., a precision oncology company, Director (2019-June 2022)



Committees: Compensation and Talent Governance Skills, Experiences and Attributes •CEO •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Marketing/Consumer Insights •Technology •Regulatory/Public Policy Education Ph.D., Yale University; B.A., Williams College			Ryan M. Schneider \| Age: 53 \| Director Since: 2019


			Director Qualifications Mr. Schneider brings significant CEO, COO, finance, marketing and consumer insights and technology experience to the Board from his current CEO position at a real estate services company. In addition, Mr. Schneider has finance experience through his past leadership positions at a financial services organization. These positions also provided him with regulatory and public policy experience through his oversight of compliance with consumer and safety regulations, and due to the highly-regulated nature of the banking industry. He also gained insurance industry experience when he was employed as a consultant by multiple insurance companies while at McKinsey & Company. Professional and Other Experience •Anywhere Real Estate Inc. (formerly known as Realogy Holdings Corp.) (“Anywhere Real Estate”), a residential real estate services company, CEO and President (since December 2017), President and Chief Operating Officer (October-December 2017) •McKinsey & Company, an international consulting firm, Senior Advisor (2017) •Capital One Financial Corporation, a financial services company, various positions (2001-2017), including Senior Advisor (2016-2017) and President, Card Business (2007-2016) •Capital One Bank (USA) N.A., Director (2007-2016) Other Public Board Service •Anywhere Real Estate, Director (since 2017)



Independent Chair of the Board Since: 2018 Committees: Compensation and Talent Governance Skills, Experiences and Attributes •CEO •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Healthcare Industry •Marketing/Consumer Insights •Regulatory/Public Policy •ESG •Diversity Education B.S., University of Nottingham			Elizabeth E. Tallett \| Age: 73 \| Director Since: 2013


			Director Qualifications Ms. Tallett brings significant CEO, finance, healthcare industry, insurance industry and marketing and consumer insights experience to the Board from her chief executive, other management and board positions in several healthcare, insurance and pharmaceutical organizations. These positions also provided her with regulatory and public policy experience due to the highly-regulated nature of these organizations. She also has ESG experience gained through her roles as a lead director and as a member of the governance committees of several public companies. Professional and Other Experience •Independent consultant to healthcare companies (since 2015) •Hunter Partners, LLC, a healthcare consulting company, principal (2002-2015) •Transcell Technologies, Inc., a specialty pharmaceutical company, President and CEO (1992-1996) •Centocor Pharmaceuticals, a biotechnology company, President (1987-1992) •Parke-Davis, a pharmaceuticals company, various roles including member of the Executive Committee (1973-1987) Other Public Board Service •Moderna, Inc., a biotechnology company, Director (since 2020) •Qiagen, N.V., a molecular diagnostics and life sciences company, Supervisory Director (since 2011) •Meredith Corporation, a media company, Director (2008-2021) •Principal Financial, a financial services company, Director (1992-2021; as lead director from 2007-2019) •Coventry Health Care, Inc., a health insurance company, Director (1998-2013, including serving as lead director)



Board •Oversees management’s processes by which they identify, assess, monitor and manage the Company’s exposure to major risks to determine whether these processes are functioning as intended and are consistent with our business objectives and strategies and comply with applicable laws, regulations, contractual requirements and policies. •Reviews certain risk tolerance levels and action plans regarding major risks. •Reviews the Own Risk and Solvency Assessment Summary Report, which is filed annually with state insurance departments. •Receives periodic reports from management and Board committees on various risks, including risks facing our businesses or developments that could affect our risk profile. •Delegates to each committee responsibility for assisting in the oversight of categories of risk relevant to its function.



Audit Committee •Receives quarterly reports from our Chief Risk Officer and reviews and discusses our ERM framework, processes and governance structure. •Reviews and approves our annual internal audit plan. •Reviews and discusses with management and the independent auditor our accounting, financial reporting, financial statements, internal controls and procedures and the independent audit thereof. •Oversees our compliance activities and receives quarterly reports from our Chief Compliance Officer. •Reviews and discusses our major risks associated with our financials, strategy, information technology and security, compliance, privacy, ethics, litigation and reputation and other operational risks.			Governance Committee •Oversees Board processes and corporate governance-related risks. •Monitors our corporate social responsibility and environmental sustainability initiatives and performance. •Reviews, at least annually, our political strategy, contributions and activities, and oversees compliance with our policies and procedures regarding political contributions and activities.

			Finance Committee •Oversees the risks associated with our capital structure, financial policies, financing strategies and financial condition. •Reviews the issuance and retirement of debt and other securities and our credit facilities. •Monitors investment and financial risk management strategies, including the use of derivatives. •Reviews proposed material mergers, acquisitions and divestitures. •Reviews our external insurance risk management program and insurance coverage.

Compensation and Talent Committee •Oversees the risks associated with our compensation policies, practices and plans. •Reviews and discusses performance evaluations of the CEO and other executive officers. •Reviews and discusses talent acquisition and talent retention, including our DEI efforts.



Management •Management, including the ERM function and Enterprise Risk Council, designs and implements processes by which they identify, assess, monitor and manage the Company’s exposure to major risks. •Our ERM function coordinates with our internal audit function to perform a continuous risk assessment and capture our enterprise risks. The ERM process utilizes a qualitative approach based on experience, emerging trends and the advice of subject matter experts to gather an in-depth understanding of our enterprise risks. The process consists of conducting research in consultation with internal and external advisors, evaluating enterprise strategic goals and reviewing key business areas for emerging risk.



•We engage external advisors where appropriate to assist in the identification and oversight of risks facing our business, including, but not limited to, independent registered public accounting firms, external legal counsel, insurance providers, cybersecurity experts and our independent compensation consultant. •The continuous risk assessment is ongoing throughout the year and captures our primary risk domains, including alignment with the risk factors set forth in our Form 10-K and associated disclosure controls and procedures. Additionally, the risk assessment process considers whether risks are short-, intermediate- or long-term, such that the management of significant risks can be prioritized, as necessary.