Elevance Health, Inc DEF 14A, filed Mar 28, 2025

Elevance Health, Inc. (ELV)

DEF 14A 2025-03-28 For: 2025-05-14

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Added on June 12, 2026

About this DEF 14A

Elevance Health, Inc filed this DEF 14A on March 28, 2025.

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☑			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


Joint Message from Our Independent Chair and CEO		1
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 Impact		25
Shareholder Engagement		30
Communications with the Board		30
Board Structure		31
Board Leadership Structure		31
Director Independence		31
Board Meetings, Executive Sessions and Attendance		31
Standing Committees of the Board		32
Board Practices, Processes and Policies		35
Corporate Governance Policies and Practices		35
Director Evaluation Process		36
Director Orientation and Continuing Education		36
Review and Approval of Transactions with Related Persons		37
Compensation of Non-Employee Directors		37
Directors' Compensation Table		38
Board Equity Compensation and Stock Ownership Guidelines		39
Executive Compensation		40


	Proposal 2 – Advisory Vote to Approve the Compensation of Our Named Executive Officers	40


Compensation Discussion & Analysis		41
Executive Summary		41


Compensation Decision-Making Process		45
Elements of Total Rewards		47
Primary Components of 202 4 Target Compensation		48
2024 Compensation Decisions		48
Compensation Policies and Practices		55
Compensation and Talent Committee Report		58
Compensation Tables		57
Summary Compensation Table		58
Grants of Plan-Based Awards		60
Outstanding Equity Awards at Fiscal Year-End		61
Option Exercises and Stock Vested		63
Pension Benefits		64
Non-Qualified Deferred Compensation		64
Potential Payments Upon Termination		65
CEO Pay Ratio		67
Pay versus Performance		68
Audit Committee Matters		70


	Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm	70


Annual Evaluation and Selection of Independent Registered Public Accounting Firm		70
The Audit Committee’s Consideration of Independence of Independent Registered Public Accounting Firm		71
Independent Registered Public Accounting Firm’s Fees		71
Audit Committee Pre-Approval Policy		72
Audit Committee Report		72


	Proposal 4 – Shareholder Proposal Requesting Report on the Effectiveness of Diversity, Equity and Inclusion Efforts	73


Security Ownership of Certain Beneficial Owners and Management		76
Stock Held by 5% or More Beneficial Owners		76
Stock Held by Directors, Nominees and Executive Officers		76
Delinquent Section 16(a) Reports		77
Information on Voting and the Annual Meeting		78
Annex A – Elevance Health , Inc. GAAP Reconciliation		84




			2025 Notice of Annual Meeting of Shareholders and Proxy Statement May 14, 2025 8:00 a.m. Eastern Time



			About Elevance Health Elevance Health is a lifetime, trusted health partner whose purpose is to improve the health of humanity. We support consumers, families and communities across the entire healthcare journey – connecting them to the care, support, and resources they need to lead better lives. Our companies serve approximately 112 million consumers through a diverse portfolio of industry-leading medical, digital, pharmacy, behavioral, clinical, home health and complex care solutions. For more information, please visit www.elevancehealth.com.



			“We play a vital role in keeping healthcare affordable by ensuring our members have access to high-quality care at reasonable costs and designing benefit structures that encourage preventative care and early intervention.”


Gail K. Boudreaux President and Chief Executive Officer						Elizabeth E. Tallett Independent Chair of the Board




When Wednesday, May 14, 2025 8:00 a.m. Eastern Time	Where Online at: https://meetnow.global/M7G4Q92	Record Date March 17, 2025



			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 14, 2025. The Notice of Annual Meeting of Shareholders, Proxy Statement and 2024 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 28, 2025.



FOR ä Page 40						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 contributions 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 ä Page 70						Proposal 3 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, 2025.



AGAINST the Shareholder Proposal ä Page 73						Proposal 4 One Proposal was Submitted by Shareholders
						Shareholder proposal requesting report on the effectiveness of Diversity, Equity and Inclusion efforts.



Stock Ownership / Compensation


•Significant director and executive stock ownership and holding requirements •Clawback policy for executive officers’ incentive compensation, including for reputational harm •Policy against short sales, hedging and pledging stock for directors and 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 that encourage excessive risk taking •Independent compensation consultant



			PROPOSAL 1 Election of Directors


			We are asking our shareholders to elect Susan D. DeVore, Bahija Jallal and Ryan M. Schneider to the Board, each for a three-year term to expire at our 2028 Annual Meeting. Elizabeth E. Tallett will continue to serve as a director through the date of the Annual Meeting, but she is not eligible for re-election due to our mandatory retirement age policy. The Board thanks Ms. Tallett for her contributions and service to the Board and the Company. The Board has appointed Ramiro Peru as the incoming independent Chair of the Board beginning on the date of the 2025 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. This classified Board structure is one of the specific requirements imposed by the BCBSA in license agreements with all Blue Cross Blue Shield licensees, including us. In compliance with our Amended and Restated Articles of Incorporation (our “Articles of Incorporation”), we divide our directors into three classes with each class containing approximately one-third of the total number of directors. Our Articles of Incorporation also provide that we will declassify the Board if the BCBSA requirement for a classified board is no longer applicable to us. Currently, the classes of 2025 and 2026 each have four directors, while the class of 2027 has three directors. One class's term expires each year. Generally, each director serves until the Annual Meeting of Shareholders held in the year that is three years after their election, continuing until their successor is elected and qualified. A director nominee is not eligible for election if they are 73 years old as of the March 1st before the Annual Meeting of Shareholders when their nomination is considered.


						The Board of Directors unanimously recommends a vote FOR Proposal 1, the election as directors of Susan D. DeVore, Bahija Jallal and Ryan M. Schneider.


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



Susan D. DeVore						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. 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: •Solventum Corporation, a healthcare company, Director (since 2024) •Unum Group, a financial protection benefits company, Director (since 2018) •Premier, Inc., Director (2013-2021)


Age: 66 Director Since: 2021 Committees: Compensation and Talent 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



Bahija Jallal						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 Holdings plc, 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 Holdings plc, Director (since 2019) •ArriVent BioPharma, Inc., a clinical-stage biopharmaceutical company (publicly traded beginning January 2024), Director (2022-2024) •Guardant Health, Inc., a precision oncology company, Director (2019-2022)


Age: 63 Director Since: 2018 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



Ryan M. Schneider						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 as a consultant for multiple insurance companies while at McKinsey & Company. Mr. Schneider qualifies as an “audit committee financial expert” under the rules of the SEC. 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)


Age: 55 Director Since: 2019 Committees: Audit (Chair) 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



Gail K. Boudreaux						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 Environmental, Social and Governance experience through her current CEO role. 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) •Novavax, Inc., a biotechnology company, Director (2015-2017) •Xcel Energy, Inc., a utility holding company, Director (2012-2017)


Age: 64 Director Since: 2017 Committees: None Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Healthcare Industry •Technology •Regulatory/Public Policy •Environmental, Social and Governance •Diversity Education: M.B.A., Columbia Business School; B.A., Dartmouth College



R. Kerry Clark						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 Environmental, Social and Governance experience 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.” 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: •Textron, Inc., an aircraft, defense and industrial products company, Director (since 2003) •General Mills, Inc., a consumer food products company, Director (2009-2024) •Avnet, Inc., an industrial distributor of electronic components, enterprise computer and storage products, Director (2012-2019)


Age: 72 Director Since: 2014 Committees: Audit Finance (Chair) Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Finance/Capital Markets •Healthcare Industry •Marketing/Consumer Insights •Environmental, Social and Governance Education: B. Commerce, Queens University



Robert L. Dixon, Jr.						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 Environmental, Social and Governance experience 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, the College of Computing Advisory Board (since 2019), Trustee Emeritus of the Foundation (since 2017) and President’s Advisory Board (2017-2024) Other Public Board Service: •Build-A-Bear Workshop, Inc., a specialty retailer, Director (since 2018) •Okta, Inc., an identity management platform, Director (since 2019)


Age: 69 Director Since: 2011 Committees: Compensation and Talent Finance Skills, Experiences and Attributes: •COO/Executive Leadership •Marketing/Consumer Insights •Technology •Environmental, Social and Governance •Diversity Education: B.S., Georgia Institute of Technology



Deanna D. Strable						Director Qualifications: Ms. Strable brings extensive executive leadership, insurance industry and regulatory experience to the Board, gained through her CEO and other executive positions with a global financial services company. She also has healthcare industry experience from her role as President of a financial services company that provides specialty health insurance products. In addition, Ms. Strable has significant finance and capital markets experience through her previous 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, President and CEO (since January 2025) and Executive Vice President and CFO (2017-January 2025) •Principal Financial, President, U.S. Insurance Solutions (2015-2017) •Principal Financial, various other actuarial and management positions (1990-2017) •United Way Worldwide, Director (2018 - 2024) Other Public Board Service: •Principal Financial, Director (since January 2025)


Age: 56 Director Since: 2022 Committees: Audit Governance Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Healthcare Industry •Regulatory/Public Policy •Diversity Education: B.A., Northwestern University; Fellow, Society of Actuaries



Lewis Hay, III						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 Environmental, Social and Governance experience 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)


Age: 69 Director Since: 2013 Committees: Audit Finance Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Finance/Capital Markets •Marketing/Consumer Insights •Technology •Regulatory/Public Policy •Environmental, Social and Governance Education: M.S., Carnegie Mellon University; B.S., Lehigh University



Antonio F. Neri						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)


Age: 57 Director Since: 2017 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



Ramiro G. Peru						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 (2018-2023) 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)


Incoming Independent Chair of the Board (1) Age: 69 Director Since: 2004 Committees: Compensation and Talent (Chair) Finance Skills, Experiences and Attributes: •COO/Executive Leadership •Finance/Capital Markets •Technology •Diversity Education: B.S., University of Arizona



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, filed annually with state insurance departments. •Receives periodic reports from its committees and management on risks facing our business, including strategic, financial, operational, legal, regulatory and reputational risks and 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.

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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 continuous risk assessment and 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 exposure to major risks associated with our financials, strategies, information technology, security, compliance, privacy, ethics, artificial intelligence ("AI"), 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 and sets the compensation of the CEO and other executive officers. •Reviews and discusses talent management, including retention and inclusion.

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Management •Management, including the ERM function and Enterprise Risk Council, designs and implements processes by which they identify, assess, monitor and manage our exposure to major risks.



•Risk management is embedded across all layers of the enterprise, ensuring integration into daily decision-making processes while aligning with our strategic objectives. Our ERM function coordinates with our internal audit function to perform continuous risk assessments and capture our enterprise risks. The ERM process utilizes a qualitative approach informed by experience, emerging trends and insights from subject matter experts to gain an in-depth understanding of our enterprise risks. The process involves conducting research in consultation with internal and external advisors, evaluating enterprise strategic goals and reviewing key business areas for emerging risks. Risk exposure is measured against predefined risk appetites, guiding our strategic initiatives and prioritizing risk mitigation efforts. •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 consultants. •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.



Audit Committee						Principal Responsibilities: •The Audit Committee represents and assists the Board in its oversight of our accounting, financial reporting and internal control over financial reporting. •In its oversight of our financial statements and the independent audit thereof, the Audit Committee is responsible for the selection, evaluation and, where deemed appropriate, replacement of the independent registered public accounting firm (“Independent Auditor”), the evaluation of the independence of the Independent Auditor, and the selection of the Independent Auditor's lead engagement partner. •The Audit Committee is responsible for assisting the Board in overseeing the processes by which we identify, assess, monitor and manage our exposure to major risks, including risks associated with our financial statements, strategies, information technology, security, compliance, privacy, ethics and reputation and other operational risks. •The Audit Committee is responsible for the oversight of our ethics and compliance program and Code of Conduct. The Chief Compliance Officer facilitates our compliance program and reports independently to the Audit Committee. The Audit Committee regularly receives a detailed report from the Chief Compliance Officer regarding our compliance program activities. See “Audit Committee Matters — Audit Committee Report” and “Corporate Governance — Board’s Role and Responsibilities — Board Role in Risk Oversight.” The Audit Committee met separately at several meetings during 2024 with executive management (including the CFO), the Chief Accounting Officer, the Chief Internal Audit Executive, the Chief Risk Officer, the Chief Compliance Officer and the Independent Auditor. The Board has determined that each of the members of the Audit Committee is “independent” as defined by the rules of the SEC and the NYSE listing standards. The Board has determined that each of the Audit Committee members is an “audit committee financial expert” as defined by the SEC’s rules.


Meetings in 2024: 8 Members: Ryan M. Schneider (Chair) R. Kerry Clark Lewis Hay, III Antonio F. Neri Deanna D. Strable



Compensation and Talent Committee						Principal Responsibilities: •The Compensation and Talent Committee assists the Board in discharging its responsibilities relating to compensation and benefits provided to our executive officers (which are determined by the Compensation and Talent Committee in its sole discretion), including overseeing an assessment of the risks related to our compensation policies and practices. See “Corporate Governance — The Board’s Role and Responsibilities — Board Role in Risk Oversight — Assessment of Compensation-Related Risks.” •The Compensation and Talent Committee sets the compensation level of our CEO and other executive officers based on an evaluation of the executive’s performance in light of our goals and objectives. •The Compensation and Talent Committee may take into consideration when setting the compensation levels of the executive officers (other than the CEO) any recommendations of the CEO with respect to the other executive officers. •In addition, the Compensation and Talent Committee has engaged Willis Towers Watson US LLC (“WTW”), an outside compensation consultant, to assist in the evaluation of CEO and executive officer compensation, as authorized under its charter. Reporting directly to the Compensation and Talent Committee, WTW participates regularly in Compensation and Talent Committee meetings, reviews the Company's executive compensation strategy and programs to ensure appropriateness and market-competitiveness and advises on compensation trends and best practices. The Compensation and Talent Committee assessed the independence of WTW pursuant to, and based on the factors set forth in, the SEC’s and NYSE’s rules and concluded that no conflict of interest exists that would prevent WTW from independently advising the Compensation and Talent Committee. •The Compensation and Talent Committee monitors our programs and practices related to workforce inclusion. Compensation Committee Interlocks and Insider Participation: All members of the Compensation and Talent Committee are “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “independent” within the meaning of the NYSE listing standards. None of the Compensation and Talent Committee members is or has been an officer or employee of the Company or, during 2024, was involved in a related person transaction requiring disclosure under Item 404 of Regulation S-K. During 2024, none of our executive officers served as a member of the board of directors or compensation committee of any other company that had an executive officer serving on our Board or our Compensation and Talent Committee.


Meetings in 2024: 4 Members: Ramiro G. Peru (Chair) Susan D. DeVore Robert L. Dixon, Jr. Bahija Jallal Elizabeth E. Tallett



Governance Committee						Principal Responsibilities: •The Governance Committee assists the Board in discharging its responsibilities relating to Board composition and evaluations, non-employee director compensation and corporate governance by identifying and recommending individuals for nomination as members of the Board, recommending to the Board the overall non-employee director compensation policy and developing and recommending to the Board a set of corporate governance guidelines. •The Governance Committee also is responsible for reviewing, at least annually, our political strategy, contributions and activities, including our Political Contributions & Related Activity Report, and overseeing compliance with our policies and procedures regarding political contributions and activities. •In addition, the Governance Committee monitors our corporate social responsibility and environmental sustainability initiatives (including climate-related matters) as set forth in our annual Impact Report, which is prepared in accordance with the SASB framework. •The Governance Committee has directly engaged Compensation Advisory Partners LLC (“CAP”), an outside compensation consultant, to assist in the evaluation of director compensation, as authorized under its charter. CAP reports directly to the Governance Committee. During 2024, CAP advised the Governance Committee with respect to director compensation trends and leading practices, plan design and the reasonableness of director compensation. CAP does not provide any other services to the Company. The Governance Committee assessed the independence of CAP pursuant to, and based on the factors set forth in, the SEC’s and NYSE’s rules and concluded that no conflict of interest exists that would prevent CAP from independently advising the Governance Committee. The Board has determined that each of the members of the Governance Committee is “independent” as defined by the NYSE listing standards.


Meetings in 2024: 4 Members: Bahija Jallal (Chair) Antonio F. Neri Ryan M. Schneider Deanna D. Strable Elizabeth E. Tallett



Finance Committee						Principal Responsibilities: •The Finance Committee assists the Board in fulfilling its responsibilities related to our capital structure, financial policies, financing strategies and financial condition. •The Finance Committee is responsible for approving our annual capital plan and reviewing the issuance and retirement of debt and other securities and our credit facilities, as well as reviewing investment and financial risk management strategies. •The Finance Committee provides guidance to the Board on significant policies and matters of financial corporate governance, including our use of capital, dividend policy, share repurchase program and credit ratings. •The Finance Committee reviews our external insurance risk management program and insurance coverage. •The Finance Committee also reviews proposed material mergers, acquisitions and divestitures, approving certain of these transactions subject to Board delegation, and reviews the performance of completed material mergers, acquisitions and divestitures. The Board has determined that each of the members of the Finance Committee is “independent” as defined by the NYSE listing standards.


Meetings in 2024: 7 Members: R. Kerry Clark (Chair) Susan D. DeVore Robert L. Dixon, Jr. Lewis Hay, III Ramiro G. Peru



			Board Independence			•Independent Chair of the Board •Ten out of eleven directors are independent •Only independent directors serve on the Audit, Compensation and Talent, Governance and Finance Committees

			Board Composition			•Balanced director tenure, with the average tenure being approximately 9.1 years •Board composition is also diverse in age, geographic location, skills and experiences •Five out of eleven directors are female •Four out of eleven directors are racially or ethnically diverse

			Shareholder Rights			•Proxy access for shareholder-nominated director nominees •Majority voting for uncontested director elections, with directors who fail to receive a majority vote required to tender their resignation for consideration by the Board •No supermajority voting requirements in our Articles of Incorporation •Opted out of the Indiana Control Share Acquisition Statute •Shareholders have the right to call a special meeting of shareholders •Shareholders can amend our Bylaws, except for those provisions required by our licenses with the BCBSA •Long-standing practice of shareholder engagement on governance, compensation and sustainability issues

			Other Leading Governance Practices			•Annual Board, committee and individual director performance evaluations, including evaluations led by an external party •Board oversees director refreshment and succession planning and executive officer succession planning, addressing both emergency and long-term succession •Director nominees are not eligible for election if 73 years of age or older 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; no exemptions or waivers are permitted for this eligibility requirement •Directors may not serve on more than three other public company boards; any director who is a CEO of a public company (including our CEO) may not serve on more than one other public company board •Rotation of lead partner of our Independent Auditor at least every five years •The Board and its committees have the authority to engage consultants and advisors at our expense •Executive sessions of independent directors are generally held at each regularly scheduled Board meeting •Strong compensation governance practices as discussed in the Compensation Discussion & Analysis •Board and committee oversight of risk, including risks relating to financial reporting, compensation practices and cybersecurity •The Board encourages directors to participate in continuing education programs and reimburses directors for the expense of such participation •Several avenues for shareholders to communicate with the Board and management, including periodic investor days, earnings release conference calls and a dedicated email address for the Board



			Governance Documents at ir.elevancehealth.com			•Articles of Incorporation •Bylaws •Corporate Governance Guidelines •Standards of Independence •Code of Conduct •Board Committee Charters •Political Contributions & Related Activity Report