DEF 14A of Elevance Health, Inc., Mar 29, 2024

DEF 14A of Elevance Health, Inc.

Filed Mar 29, 2024 · FY20230001156039-24-000050

Open on EDGAR

  1. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors The Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Governance Committee assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Governance Committee considers, subject to the restrictions in our Bylaws, whether the vacancy should be filled and if so, various potential candidates for director. Candidates may come to the attention of the Governance Committee through current Board members, management, professional search firms, shareholders or other persons. These candidates are evaluated at regular or special meetings of the Governance Committee and may be considered at any point during the year.

  2. Biographical Information on Director Nominees and Continuing Directors

    Biographical Information on Director Nominees and Continuing Directors The biographies of each of the nominees and continuing directors contain information regarding the person’s service as a director, business experience, director positions at publicly-held corporations or investment companies registered under the Investment Company Act of 1940 held currently or at any time during the last five years, and the skills, experiences, qualifications and attributes that caused the Governance Committee and the Board to recommend each of the director nominees and to conclude that the continuing directors should serve as members of our Board. Unless otherwise indicated, the principal occupation of each director or nominee has been the same for the last five years. There is no family relationship between any of our directors or executive officers. The ages listed for each director or nominee are as of March 29, 2024.

  3. Nominees for Director

    Nominees for Director Three-year term to expire at the 2027 Annual Meeting of Shareholders

  4. Nominees for Director

    | 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 | Lewis Hay, III | Age: 68 | 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 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” under the rules of the Securities and Exchange Commission (the “SEC”). 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) |

  5. Nominees for Director

    | 2024 Proxy Statement | 15 |

  6. Nominees for Director

    | 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: 56 | 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) |

  7. Nominees for Director

    | 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: 68 | 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 (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) |

  8. Nominees for Director

    | 16 | |

  9. Directors Continuing in Office

    Directors Continuing in Office Terms expiring at the 2025 Annual Meeting of Shareholders

  10. Directors Continuing in Office

    | 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 | Susan D. DeVore | Age: 65 | 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. 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) |

  11. Directors Continuing in Office

    | 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: 62 | 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 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 - March 2024) •Guardant Health, Inc., a precision oncology company, Director (2019-2022) |

  12. Directors Continuing in Office

    | 2024 Proxy Statement | 17 |

  13. Directors Continuing in Office

    | 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 | Ryan M. Schneider | Age: 54 | 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. Mr. Schneider qualifies as an “audit committee financial expert.” 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) |

  14. Directors Continuing in Office

    | 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 •Environmental, Social and Governance •Diversity Education B.S., University of Nottingham | Elizabeth E. Tallett | Age: 74 | 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 Environmental, Social and Governance 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) |

  15. Directors Continuing in Office

    | 18 | |

  16. Directors Continuing in Office

    Terms expiring at the 2026 Annual Meeting of Shareholders

  17. Directors Continuing in Office

    | 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 | Gail K. Boudreaux | Age: 63 | 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 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) |

  18. Directors Continuing in Office

    | 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 | R. Kerry Clark | Age: 71 | 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 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 •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) |

  19. Directors Continuing in Office

    | 2024 Proxy Statement | 19 |

  20. Directors Continuing in Office

    | 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 | Robert L. Dixon, Jr. | Age: 68 | 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 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, 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) |

  21. Directors Continuing in Office

    | 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: 55 | 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 |

  22. Directors Continuing in Office

    | 20 | |

  23. Corporate Governance Policies and Practices

    Corporate Governance Policies and Practices Our corporate governance policies reflect our goal of adopting leading governance practices to promote a high level of performance from the Board and management. We believe our corporate governance practices promote the long-term interests of our shareholders and strengthen Board and management accountability. Among the practices we adhere to are the following:

  24. Corporate Governance Policies and Practices

    | 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 Diversity | •Five out of eleven directors are female •Four out of eleven directors are racially or ethnically diverse •Balanced director tenure, with the average tenure being approximately 8.2 years •Board composition is also diverse in age, geographic location, skills and experiences | | 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 to 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 registered public accounting firm 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 |

  25. Corporate Governance Policies and Practices

    Due to our existing contractual obligations with the BCBSA, we are required to maintain a classified board structure. 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.

  26. Corporate Governance Policies and Practices

    | 34 | |

  27. Corporate Governance Policies and Practices

    Current versions of the following documents are available on our website at https://ir.elevancehealth.com/corporate-governance/governance-documents/.

  28. Corporate Governance Policies and Practices

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

  29. Corporate Governance Policies and Practices

    We will continue to assess and refine our corporate governance practices and share them with you.

  30. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors

  31. Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | | All Other Compensation ($)(3) | Total ($) | | R. Kerry Clark | $151,494 | | 209,923 | $10,000 | $371,417 | | Susan D. DeVore | $125,077 | | 209,923 | $10,000 | $345,000 | | Robert L. Dixon, Jr. | $125,077 | | 209,923 | $25,339 | $360,339 | | Lewis Hay, III | $142,604 | | 209,923 | $10,000 | $362,527 | | Bahija Jallal | $151,494(4) | | 209,923 | $10,000 | $371,417 | | Antonio F. Neri | $125,077 | | 209,923 | $15,339 | $350,339 | | Ramiro G. Peru | $151,494 | | 209,923 | $25,339 | $386,756 | | Ryan M. Schneider | $137,359(4) | | 209,923 | $— | $347,282 | | Deanna D. Strable | $145,681 | | 209,923 | $10,000 | $365,604 | | Elizabeth E. Tallett | $377,910(4) | | 209,923 | $10,000 | $597,833 |

  32. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The Committee has retained WTW since June 2021 as its independent compensation consultant to advise the Committee. At the Committee’s direction, WTW: •Attends all regularly scheduled Committee meetings, including, when invited, executive sessions; •Reviews the Company’s executive compensation strategy and programs to ensure appropriateness and market-competitiveness; •Provides research, data analyses, survey information and design expertise in developing compensation programs and pay recommendations for executive officers; •Regularly updates the Committee on market trends, changing practices and legislation pertaining to executive compensation and benefits; •Summarizes the CEO performance assessment conducted by the Board and provides information to facilitate compensation decisions for the CEO; •Advises the Committee on the appropriate comparator groups for benchmarking compensation and benefits; •Reviews the Company's compensation disclosure for the proxy statement, including pay versus performance; and •Undertakes special projects at the request of the Committee or its chair.

  33. The Role of the Independent Compensation Consultant

    | 44 | |

  34. The Role of the Independent Compensation Consultant

    Fees paid to WTW for executive compensation consulting services in 2023 totaled $178,053. In addition, our management purchased compensation surveys from WTW that management used to evaluate executive and non-executive jobs and retained WTW for health and benefits consulting services for an aggregate cost of $72,827 in 2023. Also, our management has retained WTW and its subsidiaries to provide non-executive compensation consulting services consisting of insurance brokering and marketing services for many years, and in 2023 we paid WTW and/or its subsidiaries non-executive compensation consulting fees and commissions totaling $174,966,799. These fees were related to the growth in sales of our insurance products through brokers, which were earned when customers of WTW and/or its subsidiaries chose our insurance products. The representatives of WTW who provide executive compensation consulting services to the Committee have no involvement in the planning or delivery to the Company of any of the services unrelated to executive compensation and their work is covered under WTW's Conflicts of Interest Policy. As reported by WTW to the Committee, the total payments from the Company to WTW and/or its subsidiaries in 2023 represented less than 1% of WTW’s parent company’s annual revenue. Prior to engaging WTW, the Committee assessed, and on an annual basis thereafter, the Committee has reviewed, WTW’s independence pursuant to applicable SEC and NYSE rules and concluded that no conflict of interest exists with respect to the work WTW performs for the Committee.

  35. Market Assessment and Peer Practices

    Market Assessment and Peer Practices The Committee has designed our executive compensation program to target total compensation (salary plus target AIP award plus long-term equity grant fair value on the date of grant) at the median for comparable positions in our comparator groups, and it believes that total compensation for our NEOs is generally aligned with our comparator groups. In setting compensation for the NEOs, the Committee reviews executive compensation levels and prevailing practices within two distinct comparator groups. Each year, the Committee, with the assistance of WTW, reviews the composition of the two comparator groups and determines which companies should be in the comparator groups. The first group includes our direct industry peers. Because there are a limited number of direct industry peers, the Committee also uses a second comparator group representing similarly sized companies from various industries as measured by revenue to include all publicly held companies in the Fortune 50, excluding Elevance Health (the “General Industry Group”). For 2023, the Committee approved the following comparator groups:

  36. 2023 Compensation Comparator Groups

    2023 Compensation Comparator Groups

  37. 2023 Compensation Comparator Groups

    | Direct Industry Group | Ford Motor Company General Electric Company General Motors Company Humana Inc. Intel Corporation International Business Machines Corporation Johnson & Johnson JPMorgan Chase & Co. Lowe’s Companies, Inc. Marathon Petroleum Corporation McKesson Corporation Meta Platforms, Inc. MetLife, Inc. Microsoft Corporation PepsiCo, Inc. Pfizer Inc. Phillips 66 Target Corporation The Home Depot, Inc. The Kroger Co. The Procter & Gamble Company United Parcel Service, Inc. UnitedHealth Group Incorporated Valero Energy Corporation Verizon Communications Inc. Walgreens Boots Alliance, Inc. Walmart Inc. Wells Fargo & Company | | Centene Corporation Cigna Corporation CVS Health Corporation Humana Inc. UnitedHealth Group Incorporated | | | General Industry Group | | | Alphabet Inc. Amazon.com, Inc. Apple Inc. Archer-Daniels-Midland Company AT&T Inc. Bank of America Corporation Berkshire Hathaway Inc. Cardinal Health, Inc. Cencora, Inc. (formerly AmerisourceBergen Corporation) Centene Corporation Chevron Corporation Cigna Corporation Citigroup Inc. Comcast Corporation Costco Wholesale Corporation CVS Health Corporation Dell Technologies Inc. Exxon Mobil Corporation Federal National Mortgage Association FedEx Corporation | |

  38. 2023 Compensation Comparator Groups

    | 2024 Proxy Statement | 45 |

  39. 2023 Compensation Comparator Groups

    Based on information provided by WTW when the Committee approved the revised group in September 2022, the median revenue of the General Industry Group for the year ended December 31, 2021 was ($ in millions):

  40. 2023 Compensation Comparator Groups

    | Measure | Median of General Industry Group | Elevance Health | Percentile Rank | | Revenue for the year ended 12/31/2021 | $123,728 | $138,639 | 62% |

  41. 2023 Compensation Comparator Groups

    For 2024 executive compensation planning, the Committee made no changes to the direct industry comparator group or to the criteria for the General Industry Group, which continues to reflect the publicly held Fortune 50, excluding Elevance Health.

  42. Elements of Total Rewards

    | Primary Components | Strategic Purpose | | Base Salary | •Fixed annual compensation designed to attract and retain key talent •Set with reference to scope of responsibility, experience, individual performance and the competitive market Page 48 | | Annual Incentive Plan | •Performance-based, and therefore variable, cash compensation designed to reward achievement of short-term business objectives •Measures align to interests of shareholders to optimize profitability and include both financial and non-financial performance measures •Awards may be adjusted, either up or down, to reflect individual performance Page 48 | | Long-Term Incentive Plan Awards | •PSUs, which are performance-based and are earned over a three-year performance period •Stock options that provide value with sustained stock price appreciation over the grant term •Restricted stock units (“RSUs”) that time-vest and provide both retention and stock price appreciation incentives Page 53 | | Broad-Based Benefits | •Participation in the same basic health and welfare benefits as other associates, although more highly paid associates, including NEOs, have a higher associate contribution (i.e., they pay more for their medical benefits than lower paid associates) •Eligible for the same employer matching contribution rate provided to other associates under our broad-based Elevance Health 401(k) Plan (the “401(k) Plan”) •Benefits are focused on promoting the health, well-being and financial security of all associates, including the NEOs Page 55 | | Executive Benefits and Perquisites | •Limited perquisites and executive benefits that are market competitive •Designed to attract and retain key talent Page 55 |

  43. Primary Components of 2023 Target Compensation

    Primary Components of 2023 Target Compensation The pay mix for our CEO and our other NEOs during 2023 reflects our executive compensation philosophy that emphasizes performance-based compensation over fixed compensation. As reflected in the following charts, the mix of total target compensation granted in 2023 to our NEOs was heavily weighted toward performance-based and other long-term incentive compensation, with long-term incentive awards making up approximately 77% of 2023 total target compensation for our CEO and an average of 70% of 2023 total target compensation for our other NEOs.

  44. Base Salary

    Base Salary Base salary levels are set with reference to both comparator group market data and individual performance. Base salaries are reviewed annually by the Committee and may be adjusted as a result of updated comparator group market information and the CEO’s assessment of an executive’s role and performance contributions, including the executive’s demonstration of the Company’s core values. Based on these considerations, the Committee approved a 2.7% increase, effective March 2023, for Mr. Haytaian, Ms. Norwood and Mr. Gallina and a 9% increase for Mr. Todt to recognize his increased responsibilities as a result of his promotion to Chief Legal and Administrative Officer. The Committee did not increase the 2023 base salary for Ms. Boudreaux. The Committee set Mr. Kaye's salary at $900,000 at hire based on his prior experience and the Compensation Committee's review of comparator group data.

  45. Annual Incentive Plan

    Annual Incentive Plan

  46. 2023 Plan Design, Performance Measures and Setting NEO Target AIP Awards

    2023 Plan Design, Performance Measures and Setting NEO Target AIP Awards Our AIP is designed to recognize and reward NEOs for performance and results when the Company meets or exceeds annual performance goals established by the Committee. The 2023 AIP supports our focus on enhancing performance to achieve our purpose of improving the health of humanity and our strategy to be a lifetime, trusted health partner. •Our NEOs are provided with a shared set of goals designed to promote strong financial performance, as well as our achievement of other strategic measures. •We continue to include Adjusted Net Income and Operating Revenue as our financial metrics to maintain a focus on our core operating results and top-line growth that is balanced against non-financial measures to ensure appropriate focus on our strategic goals. •Additionally, how our growth compares to our peers is important. To ensure we focus on this, our AIP includes a modifier for relative performance that is applied based on our Adjusted Net Income growth and Total Revenue growth compared to our direct industry comparator group (collectively with us, our “Peer Modifier Group”). •We continue to include Environmental, Social and Governance measures through our Star Ratings performance measure and our Improving the Health of Humanity performance measure, which includes goals that address health disparities, community engagement and provider collaboration. •We made the Consumer Effort measure, previously part of the Improving the Health of Humanity measure, a standalone measure to continue our focus on operational excellence. •The Committee believes the AIP performance measures strengthen our focus on financial results and align with our business strategy. •Finally, while the Company uses defined performance measures and weightings to determine an overall funding level for the Company’s AIP bonus pool, individual AIP awards are not purely formulaic. In determining the amount of the actual AIP award to be paid to each NEO, the Committee considers the CEO’s recommendations for each NEO (excluding the CEO) and the NEO’s individual contribution toward reaching our pre-determined enterprise goals.

  47. 2023 Plan Design, Performance Measures and Setting NEO Target AIP Awards

    | 48 | |

  48. Annual Incentive Award Calculation

    Annual Incentive Award Calculation The annual incentive award is calculated as follows for all NEOs.

  49. Annual Incentive Award Calculation

    | Base Salary (Eligible Earnings) | × | Target Incentive Percent | × | Enterprise Performance Dashboard Results as a % of Target | × | Relative Peer Modifier |

  50. Annual Incentive Award Calculation

    +/–

  51. Annual Incentive Award Calculation

    | Individual Performance Modifier |

  52. Annual Incentive Award Calculation

    In the first quarter of each year, the Committee approves for each NEO an AIP target award expressed as a percentage of base salary actually paid during the year (eligible earnings). In setting the target award percentages for the NEOs, the Committee considers several factors, including comparator group market data, individual performance evaluations and internal equity. In recognition of Mr. Todt's promotion to Chief Legal and Administrative Officer, the Committee increased his target award percentage to 110%. No other changes were made to target award percentages in 2023. Ms. Boudreaux's target award percentage remained at 200% and Mr. Haytaian, Ms. Norwood and Mr. Gallina's targets remained at 120%. Upon his hire, Mr. Kaye's target award percentage was set at 120% after a review of our comparator peer group and to align with Mr. Haytaian and Ms. Norwood's target award percentages. The total potential payment under the AIP ranges from 30% to 200% of target assuming threshold performance is met. Each performance measure has specific quantifiable objectives aligned to a threshold payout of 30%, a target payout of 100% and a maximum payout of 200%.

  53. Annual Incentive Award Calculation

    | 2024 Proxy Statement | 49 |

  54. Determination of AIP Awards Enterprise Performance Dashboard

    Determination of AIP Awards Enterprise Performance Dashboard

  55. Determination of AIP Awards Enterprise Performance Dashboard

    | Performance Measure | Weighting | Criteria and Strategic Importance | | Adjusted Net Income Our primary profitability metric with focus on Company financial performance | | •Adjusted Net Income is used by management to evaluate our core operating results and is reported to our shareholders on a quarterly basis so they can understand and analyze our core operating results and compare them across performance periods •Adjusted Net Income incorporates certain non-operating revenue and expenses, including net income from investments, interest on debt, and state and federal taxes, while excluding the impact of share count, which the Committee believes provides a more accurate measure of Company earnings against which to measure our growth for incentive purposes •Target based on 10.7% growth across our business | | Operating Revenue Our primary financial growth metric | | •Operating Revenue is a key measure used by management to evaluate growth in each of our reporting segments and is reported to our shareholders on a quarterly basis so they can understand and analyze our core operating results and compare them across performance periods •Successful top-line growth is a key component of our long-term growth plan •Target based on 5.4% growth across our business | | Improving the Health of Humanity Environmental, Social and Governance measure focused on health and inclusion issues important to fulfilling our purpose to improve the health of humanity | | •Addresses how we fulfill our purpose to improve the health of humanity through better health outcomes, and our commitment and accountability to addressing health disparities and diversity, which we believe will drive better business and community results •This measure consists of the following metrics: •High-Performing Providers: Increase the percentage of members with affinity to a high-performing primary care provider to ensure strong cost and quality performance by providers — Target is a 1.5 percentage point improvement over 2022 •Community Engagement: Improve the percentage of our associates involved in giving time or money to support community health activities — Target is a 1.3 percentage point improvement over 2022 •Black Maternal and Child Health: Improve the disparity between black moms and all moms (except black moms) for severe maternal morbidity and preterm birth rates measured on national performance — Target is a 5.0 percentage point improvement over 2022 for both measures •The Committee reviews the overall achievement of these metrics in determining qualitatively how we improved the health of our associates, members and community and assigns a final payout based on its assessment of actual quantitative results and the Committee's qualitative assessment of these results, as discussed in footnote 2 to the chart on the following page | | Star Ratings Environmental, Social and Governance measure focused on achieving Medicare goals that most significantly improve clinical outcomes | | •Increase the percentage of Medicare members in 4-Star or better plans, which will ensure members have access to improved clinical outcomes and will have a direct impact on Medicare revenue in 2025 and 2026 •Target is a 10.2 percentage point improvement over 2022 | | Consumer Effort Member satisfaction measured by how easy it is to do business with Elevance Health | | •Streamline consumer experience and improve service measured via consumer surveys •Target is a 2.0 percentage point improvement over 2022 | | Total | 100% | |

  56. Determination of AIP Awards Enterprise Performance Dashboard

    | 50 | |

  57. 2023 AIP Results

    2023 AIP Results

  58. 2023 AIP Results

    | Performance Measure | Target Performance | Actual 2023 Performance | | Adjusted Net Income | $7,812 million | Exceeded Target $7,838 million(1) | | Operating Revenue | $164,000 million | Exceeded Target $168,803 million(1) | | Improving the Health of Humanity | | Exceeded Target(2) | | High-Performing Providers | 1.5 Percentage Point Improvement over 2022 | 2.6 Percentage Point Improvement over 2022 | | Community Engagement | 1.3 Percentage Point Improvement over 2022 | 7.7 Percentage Point Improvement over 2022 | | Black Maternal and Child Health | 5.0 Percentage Point Improvement over 2022 | 13.0 Average Percentage Point Improvement over 2022 | | Star Ratings | 10.2 Percentage Point Improvement over 2022 | Missed Threshold 33.4 Percentage Point Decline from 2022 | | Consumer Effort | 2.0 Percentage Point Improvement over 2022 | Missed Target 0.3 Percentage Point Improvement from 2022 |

  59. 2023 AIP Results

    (1)The AIP allows for adjustments to our results as reported to our shareholders for items that the Committee believes distort views of management performance and items that, if not adjusted, might misalign management incentives. The Committee reviews each potential adjustment to determine whether to include or exclude. These adjustments include, but are not limited to, the cumulative effect of unplanned changes in accounting principles, extraordinary items and unusual or non-recurring gains or losses, changes in tax laws or rates, and results of, and costs of, significant acquisitions and dispositions. In determining the payout under the AIP for 2023, the Committee approved a $1,406 million decrease to our reported Operating Revenue and a $29.3 million net decrease to our reported Adjusted Net Income to reflect the exclusion of 2023 acquisition revenue and other non-material administrative adjustments. (2)The Improving the Health of Humanity performance measure contains three quantitative metrics. The metrics and their results inform the Committee's qualitative discussion to determine the overall results for this performance measure. Based on the final outcomes of the three quantitative metrics, the Committee determined that overall, we exceeded our goal to improve the health of our associates, members and communities and assessed our performance of this measure as exceeding target.

  60. Final 2023 AIP Payout for NEOs

    Final 2023 AIP Payout for NEOs After setting the total AIP funding pool based on the factors described above and considering each NEO’s contributions toward reaching our enterprise goals as described above, the Committee approved the following 2023 AIP awards as shown in the Summary Compensation Table on page 57:

  61. Final 2023 AIP Payout for NEOs

    | Name | Target AIP % | Target Award | Final Award | Final Payout as % of Target | | Gail K. Boudreaux | 200% | $3,200,000 | $3,648,000 | 114.0% | | Mark B. Kaye | 120% | $303,231 | $351,748 | 116.0% | | Peter D. Haytaian | 120% | $1,133,077 | $1,314,369 | 116.0% | | Felicia F. Norwood | 120% | $1,133,077 | $1,087,754 | 96.0% | | Blair W. Todt | 110% | $917,231 | $1,155,711 | 126.0% | | John E. Gallina | 120% | $1,133,077 | $1,314,369 | 116.0% |

  62. Final 2023 AIP Payout for NEOs

    Based on the Committee's assessment of each NEO's contributions toward reaching our enterprise goals, the following individual factors were considered when determining individual AIP awards: •As Chief Executive Officer, Ms. Boudreaux continues to lead the advancement of our whole health strategy and our transformation from a traditional health benefits organization to a lifetime, trusted health partner. Ms. Boudreaux’s strong performance in 2023 was considered when determining her 2024 target pay, particularly for her long-term incentive grant and her target AIP percentage. •Mr. Kaye joined Elevance Health in September 2023 and was appointed CFO in November 2023. He effectively transitioned responsibilities from his predecessor and led the Company through the last two months of 2023, as we exceeded external financial guidance with strong earnings quality. Mr. Kaye has immersed himself in learning our business and finalizing our 2024 financial plan. •As President of Carelon and CarelonRx, Mr. Haytaian successfully managed the performance of those businesses, including strong financial performance by CarelonRx and Carelon Services in 2023. Significant progress was made in articulating and solidifying the strategy for CarelonRx and Carelon Services, with a focus on scaling the impact of Carelon. Additionally, Mr. Haytaian integrated and launched new programs, including advanced home delivery, post-acute care, durable medical equipment ("DME") and wound care, while positioning the businesses for additional new programs in 2024. •As President of Government Health Benefits, Ms. Norwood successfully managed the performance of our Medicaid business, including exceeding Medicaid performance targets, while achieving industry-leading NCQA Health Equity Accreditation Plus for 21 of our affiliated Medicaid plans. For 2023, our Medicare business missed internal plan expectations and our 2025 Star ratings goal. •As Chief Legal and Administrative Officer, Mr. Todt's performance was highlighted by the effective transition of our chief administrative office organization and creation of the Legal Center of Excellence for Care Enablement. Mr. Todt was also instrumental in leading the search for key leadership positions, including our new Chief Financial Officer, Chief Human Resources Officer and Chief Digital Information Officer. •As our former Chief Financial Officer, Mr. Gallina led the Company to exceed external financial guidance with strong earnings quality. For 2023, operating revenue increased by 9.3% and operating gain increased by 2.6%. Additionally, for the sixth consecutive year, we grew adjusted diluted earnings per share within or above our 12% to 15% long-term target growth rate. Mr. Gallina closed out the year with an effective transition of our finance organization to Mr. Kaye, his successor.

  63. 2024 AIP

    2024 AIP For the 2024 AIP, the Committee retained the same performance measures and weightings. Each performance measure will continue to have a threshold payout of 30%, a target payout of 100% and a maximum payout of 200%.

  64. 2024 AIP

    | 52 | |

  65. Long-Term Incentive Plan Awards

    Long-Term Incentive Plan Awards The Committee makes annual grants of long-term, equity-based incentives to focus executives on the Company’s longer-term financial and strategic objectives and to align the interests of executives with those of our shareholders. These awards are made under the terms and conditions of the Long-Term Incentive Plan. With the assistance of its independent compensation consultant, the Committee establishes the LTIP target opportunity and allocation among the different types of LTIP awards for each NEO based on such factors as competitive practice at companies in our comparator groups, the NEO’s position and scope of responsibility, the importance of retaining the services of the NEO, internal equity and the NEO’s opportunity to drive Company performance and contribute to the long-term success of the Company. Our 2023 LTIP awards consist of a combination of PSUs, stock options and RSUs, as described below, which did not change from 2022:

  66. Long-Term Incentive Plan Awards

    | Award Type | Weighting | Key Features and Performance Measures | | Performance Stock Units Focus on sustained performance and profitable growth | | •Opportunity to earn from 0% to 200% of target PSUs based on achievement of pre-established three-year (2023-2025) cumulative Adjusted Net Income (weighted 60%) and cumulative Operating Revenue (weighted 40%) •Threshold, target and maximum performance goals are anchored on the Company’s long-term strategic plan and are critically important for driving long-term success by rewarding both top-line and bottom-line growth •Cash dividend equivalents accrue during the vesting period but are only paid when the underlying PSUs vest and are distributed. Dividend equivalents are cancelled if the underlying units do not vest •Actual payout level to be determined by the Committee following completion of the 2023-2025 performance period. Any shares earned vest on the third anniversary of the grant date | | Stock Options Focus on sustained stock price appreciation | | •Provide value only when our stock price increases over the exercise price (closing price of our common stock on the pre-established grant date) •Have a term of 10 years •Vest in three equal annual installments, beginning on the first anniversary of the grant date | | Restricted Stock Units Focus on stock value and executive retention | | •Enable executives to build levels of stock ownership •Vest in three equal annual installments, beginning on the first anniversary of the grant date •Cash dividend equivalents accrue during the vesting period but are only paid when the underlying RSUs vest and are distributed. Dividend equivalents are cancelled if the underlying units do not vest |

  67. Long-Term Incentive Plan Awards

    Generally, the Committee grants LTIP awards to associates, including the NEOs, on the first business day of March, which occurs after the release of our final earnings for the prior year. This permits material information regarding the Company’s performance for the prior fiscal year to have been disclosed to the public before equity-based awards are granted and provides a pre-established grant date each year. In October 2023, Mr. Kaye received a pro-rated annual grant following his September hire. To compensate Mr. Kaye for unvested equity forfeited from his previous employer, he also received a sign-on grant of RSUs that vests in three equal annual installments, beginning on the first anniversary of the grant date. Mr. Todt received a grant of RSUs in January 2023 in recognition of his leadership as interim Chief Human Resources Officer since 2022 and to ensure an appropriate level of retentive compensation, in addition to the annual grant made in March 2023. The RSUs granted in January 2023 vest in three equal annual installments, beginning on the first anniversary of the grant date.

  68. Long-Term Incentive Plan Awards

    | 2024 Proxy Statement | 53 |

  69. Long-Term Incentive Plan Awards

    The total grant date fair value of LTIP awards granted in 2023 to each NEO is shown in the following table:

  70. Long-Term Incentive Plan Awards

    | Name | 2023-2025 PSU Target Award Grant Date Fair Value | Annual Stock Options Grant Date Fair Value | Annual RSU Grant Date Fair Value | Off-cycle RSU Grant Date Fair Value | Total 2023 LTIP Granted | | Gail K. Boudreaux | $7,899,872 | $3,950,036 | $3,950,171 | | $15,800,079 | | Mark B. Kaye | $1,850,119 | $924,613 | $925,279 | $8,000,013 | $11,700,024 | | Peter D. Haytaian | $2,150,034 | $1,074,976 | $1,075,017 | | $4,300,027 | | Felicia F. Norwood | $2,150,034 | $1,074,976 | $1,075,017 | | $4,300,027 | | Blair W. Todt | $1,999,944 | $999,708 | $1,000,441 | $2,000,263 | $6,000,356 | | John E. Gallina | $2,875,154 | $1,437,286 | $1,437,577 | | $5,750,017 |

  71. 2021-2023 LTIP PSU Awards and Payouts

    2021-2023 LTIP PSU Awards and Payouts In February 2024, the Committee approved a payout of 162.9% of target based on the following results of the 2021-2023 performance period:

  72. 2021-2023 LTIP PSU Awards and Payouts

    | Performance Measure | Weighting | Threshold (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | Total Payout | | 2021-2023 Cumulative Adjusted Net Income (in millions) | 60% | | | | 85.4% | | 2021-2023 Cumulative Operating Revenue (in billions) | 40% | | | | 77.5% | | | 2021-2023 Calculated PSU Payout (% of Target) | | | | 162.9% |

  73. 2021-2023 LTIP PSU Awards and Payouts

    (1)See the GAAP Reconciliation table in Annex A for information on Adjusted Net Income for the years ended December 31, 2023, 2022 and 2021. The PSU award agreements provide that the Committee, in its discretion, may adjust our results as reported to our shareholders for items that it believes distort views of management performance and items that, if not adjusted, might misalign management incentives. The Committee reviews each potential adjustment to determine whether to include or exclude. These adjustments include, but are not limited to, the cumulative effect of unplanned changes in accounting principles, extraordinary items and unusual or non-recurring gains or losses, changes in tax laws or rates and results of, and costs of, significant future acquisitions and dispositions. In 2023, our Adjusted Net Income for each of 2021 and 2022 was recast to include the impact of our adoption of Accounting Standards Update 2018-12 (the "Accounting Standards Update 2018-12 Adoption"). The 2021 and 2022 Adjusted Net Income that was used to determine the payout for these PSUs excluded the impact of the Accounting Standards Update 2018-12 Adoption. No adjustment was made to our reported Operating Revenue for any of the years in the performance period.

  74. 2022-2024 LTIP PSU Awards

    2022-2024 LTIP PSU Awards For 2022, the Committee maintained the same performance measures and weightings of three-year cumulative Adjusted Net Income (60% weighting) and three-year cumulative Operating Revenue (40%) as in 2021. The PSUs granted in 2022 provide a payout opportunity of 0% to 200% of the target number of units granted. Specific threshold, target and maximum goals are not provided at this time due to the risk of competitive harm but will be disclosed at the completion of the performance period.

  75. 2023-2025 LTIP PSU Awards

    2023-2025 LTIP PSU Awards For 2023, the Committee maintained the same performance measures and weightings of three-year cumulative Adjusted Net Income (60% weighting) and three-year cumulative Operating Revenue (40%) as in 2022. The PSUs granted in 2023 provide a payout opportunity of 0% to 200% of the target number of units granted. The target 2023-2025 cumulative Adjusted Net Income and 2023-2025 cumulative Operating Revenue reflect a long-term growth rate that is consistent with the goals we have previously publicly disclosed to our investors. Specific threshold, target and maximum goals are not provided at this time due to the risk of competitive harm but will be disclosed at the completion of the performance period.

  76. 2023-2025 LTIP PSU Awards

    | Performance Measure | Weighting | Threshold | Target | Maximum | | 2023-2025 Cumulative Adjusted Net Income | 60% | | | | | 2023-2025 Cumulative Operating Revenue | 40% | | | |

  77. 2024 LTIP Grant

    2024 LTIP Grant For the 2024 LTIP grant, the Committee retained the same performance measures, weightings, payout percentages and equity award mix (50% PSUs, 25% stock options and 25% RSUs) as in 2023.

  78. 2024 LTIP Grant

    | 54 | |

  79. Severance and Change-In-Control Arrangements

    Severance and Change-In-Control Arrangements All of our executive officers, including our NEOs, are eligible for severance and change-in-control benefits pursuant to the Executive Agreement Plan (“EAP”) as described in footnotes 4 and 5 of the Potential Payments Upon Termination table. We believe that a severance program is necessary to attract and retain the executives we need to achieve our business goals. To be eligible for these benefits under the EAP, NEOs agree to restrictive covenants that are in force while the NEO is employed and for 24 months after separation from employment, including (subject to applicable law) non-competition and non-solicitation of associates and customers, and ongoing non-disparagement and confidentiality provisions, which protect us from the competitive disadvantage that would result from losing executive talent to competitors. Additionally, in order to receive benefits, executives are generally required to release any prior claims against us and to provide post-separation cooperation if requested in connection with certain matters. If a NEO breaches any restrictive covenant or fails to provide the required cooperation, he or she is required to repay any severance benefits previously received, as well as an amount equal to the fair market value of RSUs and PSUs vested, and gain on stock options exercised, within the 24-month period prior to such breach. In addition, no further severance pay or benefits would be provided and all outstanding unexercised stock options and unvested restricted stock would be cancelled and forfeited. Change-in-control severance benefits are subject to a double trigger, which means that to receive such benefits there must be both: (1) a qualifying termination of employment and (2) a termination occurring when a change of control is imminent or has occurred. The EAP does not provide for tax gross-up of any regular or excise taxes imposed on severance payments in connection with a change-in-control.

  80. Severance and Change-In-Control Arrangements

    | 2024 Proxy Statement | 55 |

  81. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to or earned by each of our NEOs for the years ended December 31, 2023 and, where applicable, December 31, 2022 and December 31, 2021.

  82. Summary Compensation Table

    | Name & Principal Position | Year | Salary | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation (3) | Change in Pension Value & Non-qualified Deferred Compensation Earnings(4) | All Other Compensation (5) | Total | | Gail K. Boudreaux President and Chief Executive Officer (CEO) | 2023 | $1,600,000 | $11,850,043 | $3,950,036 | $3,648,000 | — | $840,960 | $21,889,039 | | | 2022 | $1,600,000 | $11,100,128 | $3,699,929 | $3,840,000 | — | $691,024 | $20,931,081 | | | 2021 | $1,561,538 | $9,900,081 | $3,299,986 | $4,019,399 | — | $567,237 | $19,348,241 | | Mark B. Kaye EVP and Chief Financial Officer (CFO) | 2023 | $252,692 | $10,775,411 | $924,613 | $351,748 | — | $54,737 | $12,359,201 | | Peter D. Haytaian EVP and President, Carelon and CarelonRx | 2023 | $944,231 | $3,225,051 | $1,074,976 | $1,314,369 | — | $419,424 | $6,978,051 | | | 2022 | $919,231 | $3,000,218 | $999,871 | $1,323,692 | — | $144,717 | $6,387,729 | | | 2021 | $890,385 | $4,125,385 | $1,374,662 | $1,375,111 | — | $123,315 | $7,888,858 | | Felicia F. Norwood EVP and President, Government Health Benefits | 2023 | $944,231 | $3,225,051 | $1,074,976 | $1,087,754 | — | $143,396 | $6,475,408 | | | 2022 | $919,231 | $3,000,218 | $999,871 | $1,323,692 | — | $143,975 | $6,386,987 | | | 2021 | $880,769 | $2,625,154 | $874,893 | $1,360,260 | — | $92,861 | $5,833,937 | | Blair Todt EVP, Chief Legal and Administrative Officer | 2023 | $833,846 | $5,000,648 | $999,708 | $1,155,711 | — | $123,059 | $8,112,972 | | John E. Gallina Former EVP and Chief Financial Officer (CFO)(6) | 2023 | $944,231 | $4,312,731 | $1,437,286 | $1,314,369 | $11,918 | $144,881 | $8,165,416 | | | 2022 | $919,231 | $3,937,532 | $1,312,557 | $1,323,692 | — | $148,825 | $7,641,837 | | | 2021 | $890,385 | $2,812,665 | $937,402 | $1,375,111 | $2,402 | $123,315 | $6,141,280 |

  83. Summary Compensation Table

    (1)The amounts in this column reflect the grant date fair value of stock awards issued during the respective fiscal years pursuant to our Long-Term Incentive Plan in accordance with ASC 718. The grant date fair value of any performance-based awards was computed based on the level of performance that was deemed probable on the grant date and is equal to target performance.

  84. Summary Compensation Table

    | 2024 Proxy Statement | 57 |

  85. Summary Compensation Table

    The amounts in the “Stock Awards” column include the grant date fair values for time-based RSUs and PSUs. The grant date fair value for the PSUs was computed based on the target level of performance being achieved. The table below sets forth the grant date fair value of the RSUs granted in 2023 and the PSUs granted in 2023 at the target level of performance and the maximum level of performance.

  86. Summary Compensation Table

    | Name | Restricted Stock Units Granted | Performance Stock Units | | | | | Target | Maximum | | Gail K. Boudreaux | $3,950,171 | $7,899,872 | $15,799,745 | | Mark B. Kaye | $8,925,292 | $1,850,119 | $3,700,237 | | Peter D. Haytaian | $1,075,017 | $2,150,034 | $4,300,067 | | Felicia F. Norwood | $1,075,017 | $2,150,034 | $4,300,067 | | Blair W. Todt | $3,000,704 | $1,999,944 | $3,999,888 | | John E. Gallina | $1,437,577 | $2,875,154 | $5,750,308 |

  87. Summary Compensation Table

    (2)The amounts in the “Option Awards” column reflect the grant date fair value of stock option awards issued during the respective fiscal years pursuant to our Long-Term Incentive Plan in accordance with ASC 718. The assumptions used in the calculation of the grant date fair value of the stock options are included in Note 15 to our audited consolidated financial statements included in Part II, Item 8 of our Form 10-K. (3)The amounts in the “Non-Equity Incentive Plan Compensation” column represent cash AIP awards earned during the reported year but paid in the following year. Based on Company performance, the awards earned as a percentage of their respective target awards for 2023 (and paid in 2024) were 114% for Ms. Boudreaux, 116% for Messrs. Kaye, Haytaian and Gallina, 96% for Ms. Norwood and 126% for Mr. Todt. (4)The amounts in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column reflect the increase in the actuarial present value of the NEOs’ benefits under all pension plans established by us between such pension plans’ applicable measurement dates used for financial statement reporting purposes with respect to our audited financial statements. These amounts were determined using a discount rate and a cash balance crediting rate consistent with those used in our financial statements. We do not provide any above-market returns on deferred compensation, so no deferred compensation earnings are included. (5)The amounts in the “All Other Compensation” column for 2023 include:

  88. Summary Compensation Table

    | Name | Tax Equalization(a) | Corporate Aircraft Usage(b) | Other Perquisites(c) | DEC Cash Credits(d) | DEC Core Credits(e) | 401(k) Plan Match | Deferred Compensation Plan Match | Total All Other Compensation | | Gail K. Boudreaux | $320,985 | $193,840 | $— | $27,000 | $27,000 | $16,500 | $255,635 | $840,960 | | Mark B. Kaye | $— | $— | $36,852 | $3,750 | $3,750 | $— | $10,385 | $54,737 | | Peter D. Haytaian | $276,028 | $— | $— | $15,000 | $15,000 | $16,500 | $96,896 | $419,424 | | Felicia F. Norwood | $— | $— | $— | $15,000 | $15,000 | $16,500 | $96,896 | $143,396 | | Blair W. Todt | $— | $— | $— | $15,000 | $14,184 | $16,500 | $77,375 | $123,059 | | John E. Gallina | $— | $— | $1,485 | $15,000 | $15,000 | $16,500 | $96,896 | $144,881 |

  89. Summary Compensation Table

    (a)Tax equalization payments reimburse the NEO for the additional non-resident state income taxes owed from working for the convenience of the Company outside his or her home state and offset the increased tax liability as a result of the state income tax reimbursements. (b)The CEO may use corporate aircraft for personal trips for up to 50 hours of flight time per calendar year; provided, however, that the aggregate incremental cost to the Company of these flights shall not exceed $199,000. In 2023, the aggregate incremental cost to the Company for these flights was $193,840. Infrequently, other NEOs may have family members accompany them on business travel on the corporate aircraft at no incremental cost to us. The incremental cost for the use of corporate aircraft is calculated based on the variable operating costs, including cost per flight hour, fuel charges, catering and landing fees, and does not include fixed operating costs such as management and lease fees. (c)Other perquisites include the value of relocation benefits provided to Mr. Kaye in connection with his relocation to Indianapolis and the value of an executive physical provided to Mr. Gallina. (d)Cash provided to the NEOs under the DEC as described on page 55. Mr. Kaye's amount was prorated to reflect his September 2023 hire date. (e)Reimbursement of services such as financial planning, estate planning, tax preparation and associated legal fees under the DEC as described on page 55. (6)Mr. Gallina became special advisor to the CEO effective November 1, 2023.

  90. Summary Compensation Table

    | 58 | |

  91. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about AIP targets for 2023 and equity awards granted under the Long-Term Incentive Plan. The disclosed dollar and share amounts do not necessarily reflect the actual amounts that will be paid or issued to the NEOs. These amounts will be known only if and when the awards vest or become payable.

  92. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Share)(2) | Grant Date Fair Value of Stock and Option Awards(3) | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Gail K. Boudreaux | | $960,000 | $3,200,000 | $6,400,000 | | | | | | | | | | 3/1/2023(4) | | | | 0 | 16,843 | 33,686 | | | | $7,899,872 | | | 3/1/2023(5) | | | | | | | 8,422 | | | $3,950,171 | | | 3/1/2023(6) | | | | | | | | 32,380 | $469.03 | $3,950,036 | | Mark B. Kaye | | $90,969 | $303,231 | $606,462 | | | | | | | | | | 10/2/2023(7) | | | | | | | 18,174 | | | $8,000,013 | | | 10/2/2023(4) | | | | 0 | 4,203 | 8,406 | | | | $1,850,119 | | | 10/2/2023(5) | | | | | | | 2,102 | | | $925,279 | | | 10/2/2023(6) | | | | | | | | 8,076 | $440.19 | $924,613 | | Peter D. Haytaian | | $339,923 | $1,133,077 | $2,266,154 | | | | | | | | | | 3/1/2023(4) | | | | 0 | 4,584 | 9,168 | | | | $2,150,034 | | | 3/1/2023(5) | | | | | | | 2,292 | | | $1,075,017 | | | 3/1/2023(6) | | | | | | | | 8,812 | $469.03 | $1,074,976 | | Felicia F. Norwood | | $339,923 | $1,133,077 | $2,266,154 | | | | | | | | | | 3/1/2023(4) | | | | 0 | 4,584 | 9,168 | | | | $2,150,034 | | | 3/1/2023(5) | | | | | | | 2,292 | | | $1,075,017 | | | 3/1/2023(6) | | | | | | | | 8,812 | $469.03 | $1,074,976 | | Blair W. Todt | | $275,169 | $917,231 | $1,834,462 | | | | | | | | | | 1/3/2023(8) | | | | | | | 3,983 | | | $2,000,263 | | | 3/1/2023(4) | | | | 0 | 4,264 | 8,528 | | | | $1,999,944 | | | 3/1/2023(5) | | | | | | | 2,133 | | | $1,000,441 | | | 3/1/2023(6) | | | | | | | | 8,195 | $469.03 | $999,708 | | John E. Gallina | | $339,923 | $1,133,077 | $2,266,154 | | | | | | | | | | 3/1/2023(4) | | | | 0 | 6,130 | 12,260 | | | | $2,875,154 | | | 3/1/2023(5) | | | | | | | 3,065 | | | $1,437,577 | | | 3/1/2023(6) | | | | | | | | 11,782 | $469.03 | $1,437,286 |

  93. Grants of Plan-Based Awards

    (1)These columns show the range of payouts targeted for 2023 performance under the AIP. The cash payouts for 2023 performance were made in March 2024 and are shown in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” The plan is funded based on the following performance measures, which each have a different weight and an independent threshold, target and maximum performance level: Adjusted Net Income is weighted at 50%, Operating Revenue is weighted at 20% and Improving the Health of Humanity, Star Ratings and Consumer Effort are each weighted at 10%. Each measure is funded from 30% to 100% for performance between the threshold and target level and up to 200% for maximum performance. The Committee can adjust the overall AIP funding with a potential modifier of 80% to 120% of the calculated award based on our Adjusted Net Income and Total Revenue growth against our Peer Modifier Group. An individual’s maximum total payment is 200% of target. (2)All options were granted at an exercise price equal to the fair market value based on the closing market value of our common stock on the NYSE on the date of grant. (3)The grant date fair value of these awards was calculated in accordance with ASC 718. There is no assurance that the value realized by an executive, if any, will be at or near the amounts shown in this column. (4)Represents the PSUs granted to each NEO under the Long-Term Incentive Plan. Mr. Kaye's PSU award was prorated to reflect his September 2023 hire date. The final number of shares received depends on our performance versus our 3-year performance goals, as detailed in the CD&A beginning on page 40. The final number of shares received will be from 0% to 100% of target for performance between the threshold and target level and up to 200% of target for maximum performance. The shares granted to all NEOs, except Mr. Kaye, on March 1, 2023 vest on March 1, 2026. Mr. Kaye's annual PSU grant was made on October 2, 2023 and will vest on October 2, 2026. The Committee will determine the payout, based on our performance against the performance goals, after the end of the applicable 2023-2025 performance period.

  94. Grants of Plan-Based Awards

    | 2024 Proxy Statement | 59 |

  95. Grants of Plan-Based Awards

    (5)Represents the number of RSUs granted to each NEO as an annual grant under the Long-Term Incentive Plan. Mr. Kaye's RSU award was prorated to reflect his September 2023 hire date. The shares will vest in equal installments on the first three anniversaries of the grant date. (6)Represents the number of stock options granted to each NEO as an annual grant under the Long-Term Incentive Plan. Mr. Kaye's stock options award was prorated to reflect his September 2023 hire date. These stock options will vest in equal installments on the first three anniversaries of the grant date. (7)Mr. Kaye received a sign-on RSU grant at the time of his hire that will vest in three equal installments on the first three anniversaries of the grant date. (8)Mr. Todt received an RSU grant in recognition of his leadership as interim Chief Human Resources Officer and to ensure an appropriate level of retentive compensation. The award will vest in three equal installments on the first three anniversaries of the grant date.

  96. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table lists outstanding equity grants for each NEO as of December 31, 2023. The table includes outstanding equity grants from past years, as well as the current year.

  97. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($/Share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Gail K. Boudreaux | | | | | 51,935 | $24,490,469 | 33,233 | $15,671,353 | | | 46,554 | — | $232.04 | 3/1/28 | | | | | | | 41,820 | — | $307.68 | 3/1/29 | | | | | | | 58,809 | — | $271.27 | 3/2/30 | | | | | | | 29,000 | 14,501 | $311.48 | 3/1/31 | | | | | | | 10,894 | 21,788 | $451.50 | 3/1/32 | | | | | | | — | 32,380 | $469.03 | 3/1/33 | | | | | | Mark B. Kaye | | | | | 20,276 | $9,561,351 | 4,203 | $1,981,967 | | | — | 8,076 | $440.19 | 10/2/33 | | | | | | Peter D. Haytaian | | | | | 18,046 | $8,509,772 | 9,014 | $4,250,642 | | | 19,908 | — | $166.97 | 3/1/27 | | | | | | | 14,761 | — | $232.04 | 3/1/28 | | | | | | | 12,187 | — | $307.68 | 3/1/29 | | | | | | | 15,926 | — | $271.27 | 3/2/30 | | | | | | | 7,688 | 3,845 | $311.48 | 3/1/31 | | | | | | | 3,190 | 1,596 | $428.76 | 11/1/31 | | | | | | | 2,944 | 5,888 | $451.50 | 3/1/32 | | | | | | | — | 8,812 | $469.03 | 3/1/33 | | | | |

  98. Outstanding Equity Awards at Fiscal Year-End

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  99. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($/Share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Felicia F. Norwood | | | | | 13,858 | $6,534,878 | 9,014 | $4,250,642 | | | 7,516 | — | $238.27 | 7/2/28 | | | | | | | 10,313 | — | $307.68 | 3/1/29 | | | | | | | 15,926 | — | $271.27 | 3/2/30 | | | | | | | 7,688 | 3,845 | $311.48 | 3/1/31 | | | | | | | 2,944 | 5,888 | $451.50 | 3/1/32 | | | | | | | — | 8,812 | $469.03 | 3/1/33 | | | | | | Blair W. Todt | | | | | 14,578 | $6,874,402 | 8,029 | $3,786,155 | | | 4,232 | — | $313.90 | 12/1/30 | | | | | | | — | 2,746 | $311.48 | 3/1/31 | | | | | | | 2,502 | 5,006 | $451.50 | 3/1/32 | | | | | | | — | 8,195 | $469.03 | 3/1/33 | | | | | | John E. Gallina | | | | | 15,814 | $7,457,250 | 11,944 | $5,632,313 | | | 12,187 | — | $307.68 | 3/1/29 | | | | | | | 15,926 | — | $271.27 | 3/2/30 | | | | | | | 8,238 | 4,119 | $311.48 | 3/1/31 | | | | | | | 3,864 | 7,730 | $451.50 | 3/1/32 | | | | | | | — | 11,782 | $469.03 | 3/1/33 | | | | |

  100. Outstanding Equity Awards at Fiscal Year-End

    (1)The vesting schedule is shown below based on the expiration dates of the above grants that remain unexercisable:

  101. Outstanding Equity Awards at Fiscal Year-End

    | Option Expiration Date | Vesting Schedule | | 3/1/31 | All shares vested on March 1, 2024 | | 11/1/31 | All shares vest on November 1, 2024 | | 3/1/32 | Vests in equal installments on March 1, 2024 and March 1, 2025 | | 3/1/33 | Vests in equal installments on March 1, 2024, March 1, 2025 and March 1, 2026 | | 10/2/33 | Vests in equal installments on October 2, 2024, October 2, 2025 and October 2, 2026 |

  102. Outstanding Equity Awards at Fiscal Year-End

    (2)The amounts in the “Number of Shares or Units of Stock That Have Not Vested” column represent the number of shares of common stock underlying unvested RSUs granted in 2021, 2022 and 2023 and the number of shares vesting in 2024 for the 2021-2023 PSU performance period at their actual payout amount. As of December 31, 2023, the relevant performance conditions had been satisfied, but the awards were not vested until March 1, 2024. The amounts in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column represent the target number of PSUs granted to our NEOs in 2022 and 2023. The final number of shares earned will depend on our performance versus our performance goals over a three-year period, as detailed in the CD&A beginning on page 40.

  103. Outstanding Equity Awards at Fiscal Year-End

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  104. Outstanding Equity Awards at Fiscal Year-End

    These unvested equity grants are detailed by vesting date in the table below.

  105. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Restricted Stock Units | Performance Stock Units Granted in 2021(i) | Performance Stock Units Granted in 2022 | Performance Stock Units Granted in 2023 | | Gail K. Boudreaux | 3/1/2024 | 9,071 | 34,517 | — | — | | | 3/1/2025 | 5,539 | — | 16,390 | — | | | 3/1/2026 | 2,808 | — | — | 16,843 | | Mark B. Kaye | 10/2/2024 | 6,758 | — | — | — | | | 10/2/2025 | 6,759 | — | — | — | | | 10/2/2026 | 6,759 | — | — | 4,203 | | Peter D. Haytaian | 3/1/2024 | 2,439 | 9,152 | — | — | | | 11/1/2024 | 389 | 3,799 | — | — | | | 3/1/2025 | 1,503 | — | 4,430 | — | | | 3/1/2026 | 764 | — | — | 4,584 | | Felicia F. Norwood | 3/1/2024 | 2,439 | 9,152 | — | — | | | 3/1/2025 | 1,503 | — | 4,430 | — | | | 3/1/2026 | 764 | — | — | 4,584 | | Blair W. Todt | 1/3/2024 | 1,327 | — | — | — | | | 3/1/2024 | 2,008 | 6,537 | — | — | | | 1/3/2025 | 1,328 | — | — | — | | | 3/1/2025 | 1,339 | — | 3,765 | — | | | 1/3/2026 | 1,328 | — | — | — | | | 3/1/2026 | 711 | — | — | 4,264 | | John E. Gallina | 3/1/2024 | 2,994 | 9,807 | — | — | | | 3/1/2025 | 1,991 | — | 5,814 | — | | | 3/1/2026 | 1,022 | — | — | 6,130 |

  106. Outstanding Equity Awards at Fiscal Year-End

    (i) This column includes the unvested PSUs granted for the 2021-2023 performance period. The number of PSUs reported in this column reflects the number of shares earned for the 2021-2023 performance period, but the awards did not vest until March 1, 2024 and November 1, 2024, as applicable. (3)These amounts are calculated by multiplying $471.56, the closing price of our common stock on December 29, 2023 (the last business day in 2023 on which securities were traded on the NYSE), by the applicable number of shares.

  107. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on the stock option exercises by, and shares acquired upon the vesting of PSUs and RSUs held by, our NEOs in 2023. Options exercised or vested PSUs and RSUs may or may not have been sold by a particular NEO, and the inclusion in this table of such information should not be understood to imply the actual receipt of money.

  108. Option Exercises and Stock Vested

    | | Option Awards | | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(2) | | Gail K. Boudreaux | — | | — | 45,825 | $22,063,154 | | Mark B. Kaye | — | | — | — | $— | | Peter D. Haytaian | — | | — | 12,779 | $6,143,333 | | Felicia F. Norwood | — | | — | 12,390 | $5,965,424 | | Blair W. Todt | 5,492 | | 947,590 | 4,146 | $2,037,250 | | John E. Gallina | — | | — | 12,687 | $6,106,545 |

  109. Option Exercises and Stock Vested

    (1)The table includes the following shares: •Shares that vested pursuant to the 2020 annual grant: Ms. Boudreaux — 3,687 RSUs and 35,875 PSUs; Mr. Haytaian — 999 RSUs and 9,716 PSUs; Ms. Norwood — 999 RSUs and 9,716 PSUs; Mr. Gallina — 999 RSUs and 9,716 PSUs.

  110. Option Exercises and Stock Vested

    | 62 | |

  111. Option Exercises and Stock Vested

    •Shares that vested pursuant to the 2021 annual grant: Ms. Boudreaux — 3,532 RSUs; Mr. Haytaian — 937 RSUs; Ms. Norwood — 937 RSUs; Mr. Todt — 669 RSUs; Mr. Gallina — 1,003 RSUs. •Shares that vested pursuant to the 2022 annual grant: Ms. Boudreaux — 2,731 RSUs; Mr. Haytaian — 738 RSUs; Ms. Norwood — 738 RSUs; Mr. Todt — 627 RSUs; Mr. Gallina — 969 RSUs. •Mr. Haytaian had 389 RSUs vest pursuant to a 2021 retention stock grant. •Mr. Todt had 266 RSUs and 2,584 PSUs vest pursuant to a 2020 new hire stock grant. (2)Amounts are calculated by multiplying the number of shares vesting by the market value of our common stock on the vesting date. The amounts also include dividend equivalents, if any, paid upon vesting.

  112. Pension Benefits

    Pension Benefits The table below shows the present value of accumulated benefits payable to each of our NEOs, including the number of years of service credited to each such NEO computed as of December 31, 2023. As noted below, the plan has been frozen and only applies to participants who were active associates as of the date the plan was frozen. Only Mr. Gallina was a participant at the time the plan was frozen.

  113. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During the Last Fiscal Year ($) | | Gail K. Boudreaux | N/A | — | — | — | | Mark B. Kaye | N/A | — | — | — | | Peter D. Haytaian | N/A | — | — | — | | Blair W. Todt | N/A | — | — | — | | Felicia F. Norwood | N/A | — | — | — | | John E. Gallina | Elevance Health Cash Balance Plan A | 11.58 | $229,753 | — |

  114. Pension Benefits

    (1)The NEO’s years of actual service are greater than the credited service because the plan is frozen. (2)Assumptions used in the calculation of the amounts in this column are included in Note 11 to our Consolidated Financial Statements, included in Part II, Item 8 of our Form 10-K.

  115. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation All NEOs are eligible to participate in the Elevance Health Comprehensive Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) once they reach the maximum annual contribution amount for the 401(k) Plan. The following table shows the non-qualified deferred compensation contributions and year-end balances for our NEOs for fiscal year 2023.

  116. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) | Elevance Health Contributions in Last Fiscal Year(2) | Aggregated Earnings in Last Fiscal Year | Aggregated Withdrawals/ Distributions | Aggregated Balance at Last Fiscal Year End(3) | | Gail K. Boudreaux | $653,539 | $255,635 | $864,616 | — | $4,293,147 | | Mark B. Kaye | $12,462 | $10,385 | $868 | — | $23,715 | | Peter D. Haytaian | $125,402 | $96,896 | $174,082 | — | $1,435,791 | | Felicia F. Norwood | $178,350 | $96,896 | $104,347 | — | $923,434 | | Blair W. Todt | $103,650 | $77,375 | $52,463 | — | $431,600 | | John E. Gallina | $125,402 | $96,896 | $637,825 | — | $4,359,563 |

  117. Non-Qualified Deferred Compensation

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  118. Non-Qualified Deferred Compensation

    (1)These amounts are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. A NEO may defer up to 80% of his or her eligible base earnings and up to 80% of his or her AIP award into the Deferred Compensation Plan. (2)These amounts are also included in the “All Other Compensation” column of the Summary Compensation Table. Contributions are matched by the Company at the same rate as they would have been under the 401(k) Plan, which is a match of 100% on the first 4% deferred and a match of 50% on the next 2% deferred for a maximum match of 5% of salary and AIP award. Investment options for the Deferred Compensation Plan mirror those for the 401(k) Plan, except that the Elevance Health Stock Fund and the Fidelity BrokerageLink option are not available as options under the Deferred Compensation Plan. (3)Amounts in this column reflect all non-qualified deferred compensation for each NEO. Portions of such amounts are included in the “Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns of the Summary Compensation Table for all applicable years for each NEO. Account balances in the Deferred Compensation Plan are payable at the election of the participant in a single lump sum or installments.

  119. Potential Payments Upon Termination

    Potential Payments Upon Termination The following table describes the potential additional payments and benefits to which the NEOs would be entitled upon termination of their employment under various scenarios under existing plans, agreements and arrangements. The amounts shown are estimates and are based on numerous assumptions, including that employment terminated on December 31, 2023.

  120. Potential Payments Upon Termination

    | | Cash Severance | AIP Award for Year of Termination | Acceleration or Continuation of Equity Awards(1) | Continuation of Executive Benefits | Continuation of Health & Life Insurance Coverage(2) | Post Termination Benefits(3) | Total Post Termination Payment & Benefit Value | | Gail K. Boudreaux | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $15,120,000 | $3,648,000 | $36,717,179 | $162,000 | $36,438 | $7,750 | $55,691,367 | | Termination without Cause or for Good Reason(5) | $9,600,000 | $3,648,000 | $33,777,516 | $108,000 | $24,292 | $7,750 | $47,165,558 | | Retirement(6) | — | — | — | — | — | — | — | | Resignation(7) | — | — | — | — | — | — | — | | Death | — | $3,648,000 | $36,717,179 | — | — | — | $40,365,179 | | Long-Term Disability | — | $3,648,000 | $36,717,179 | — | — | — | $40,365,179 | | For Cause | — | — | — | — | — | — | — | | Mark B. Kaye | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $4,158,000 | $351,748 | $11,796,661 | — | $24,292 | $7,750 | $16,338,451 | | Termination without Cause or for Good Reason(5) | $3,960,000 | $351,748 | $6,708,490 | — | $24,292 | $7,750 | $11,052,280 | | Retirement(6) | — | — | — | — | — | — | — | | Resignation(7) | — | — | — | — | — | — | — | | Death | — | $351,748 | $11,796,661 | — | — | — | $12,148,409 | | Long-Term Disability | — | $351,748 | $11,796,661 | — | — | — | $12,148,409 | | For Cause | — | — | — | — | — | — | — | | Peter D. Haytaian | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $6,583,500 | $1,314,369 | $11,226,366 | $90,000 | $36,438 | $7,750 | $19,258,423 | | Termination without Cause or for Good Reason(5) | $4,180,000 | $1,314,369 | $11,079,351 | $60,000 | $24,292 | $7,750 | $16,665,762 | | Retirement(6) | — | — | — | — | — | — | — | | Resignation(7) | — | — | — | — | — | — | — | | Death | — | $1,314,369 | $11,226,366 | — | — | — | $12,540,735 | | Long-Term Disability | — | $1,314,369 | $11,226,366 | — | — | — | $12,540,735 | | For Cause | — | — | — | — | — | — | — |

  121. Potential Payments Upon Termination

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  122. Potential Payments Upon Termination

    | | Cash Severance | AIP Award for Year of Termination | Acceleration or Continuation of Equity Awards(1) | Continuation of Executive Benefits | | Continuation of Health & Life Insurance Coverage(2) | Post Termination Benefits(3) | Total Post Termination Payment & Benefit Value | | Felicia F. Norwood | | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $4,389,000 | $1,133,077 | $9,874,943 | | — | $24,292 | $7,750 | $15,429,062 | | Termination without Cause or for Good Reason(5) | $4,180,000 | $1,087,754 | $9,036,149 | | — | $24,292 | $7,750 | $14,335,945 | | Retirement(6) | — | — | — | | — | — | — | — | | Resignation(7) | — | — | — | | — | — | — | — | | Death | — | $1,087,754 | $9,874,943 | | — | — | — | $10,962,697 | | Long-Term Disability | — | $1,087,754 | $9,874,943 | | — | — | — | $10,962,697 | | For Cause | — | — | — | | — | — | — | — | | Blair W. Todt | | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $3,748,500 | $1,155,711 | $10,031,073 | | — | $24,292 | $7,750 | $14,967,326 | | Termination without Cause or for Good Reason(5) | $3,570,000 | $1,155,711 | $8,320,415 | | — | $24,292 | $7,750 | $13,078,168 | | Retirement(6) | — | — | — | | — | — | — | — | | Resignation(7) | — | — | — | | — | — | — | — | | Death | — | $1,155,711 | $10,031,073 | | — | — | — | $11,186,784 | | Long-Term Disability | — | $1,155,711 | $10,031,073 | | — | — | — | $11,186,784 | | For Cause | — | — | — | | — | — | — | — | | John E. Gallina | | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $6,583,500 | $1,314,369 | $12,148,007 | | 90,000 | $36,438 | $7,750 | $20,180,064 | | Termination without Cause or for Good Reason(5) | $4,180,000 | $1,314,369 | $11,092,655 | | 60,000 | $24,292 | $7,750 | $16,679,066 | | Retirement(6) | — | $1,314,369 | $11,092,655 | | — | — | — | $12,407,024 | | Resignation(7) | — | $1,314,369 | $11,092,655 | | — | — | — | $12,407,024 | | Death | — | $1,314,369 | $12,148,007 | | — | — | — | $13,462,376 | | Long-Term Disability | — | $1,314,369 | $12,148,007 | | — | — | — | $13,462,376 | | For Cause | — | — | — | | — | — | — | — |

  123. Potential Payments Upon Termination

    (1)For all NEOs, all unvested equity awards vest immediately upon termination following a change-in-control as defined in the EAP or due to death or long-term disability, with payout amounts under the PSU awards determined in accordance with the terms of the applicable award agreement. Upon an eligible retirement, unvested equity awards generally continue to vest on the existing vesting schedule with the exception of PSU awards of which a pro rata portion will vest on the original vesting date based on actual performance. Upon a resignation, all unvested equity awards are forfeited unless the NEO is retirement eligible. Mr. Gallina is currently retirement eligible under the Long-Term Incentive Plan. Upon a Company-initiated termination without Cause or for Good Reason by the employee (as those terms are defined in our EAP), each NEO is eligible for pro rata vesting of his or her PSU awards based on actual performance over the period specified in the award agreement. The NEOs are also eligible for continued vesting of the unvested options and RSUs granted through the 24-month severance period described below. The amounts in this column represent (1) for stock option awards, the amount that could be realized from the exercise of all unvested stock options held by the NEO that would immediately vest or continue to vest upon the indicated termination, which is calculated by subtracting the exercise price of the option from the market price of a share of our common stock on December 29, 2023 ($471.56) and multiplying the result by the total number of shares that could be acquired on exercise at that exercise price, and (2) for RSUs and PSUs, the value of the unvested RSUs and PSUs held by the NEO that would immediately vest or continue to vest upon the indicated termination, which is calculated by multiplying the number of such units by $471.56, the market price of a share of our common stock on December 29, 2023, the last business day in 2023 on which securities were traded on the NYSE.

  124. Potential Payments Upon Termination

    | 2024 Proxy Statement | 65 |

  125. Potential Payments Upon Termination

    (2)Estimate based on the average Company cost per associate for these coverages. (3)Represents outplacement services available under our policy. (4)These amounts apply to a termination following a change-in-control that is a Company-initiated termination not for Cause, or a Good Reason termination by the associate, as defined in our EAP. All NEOs participate in our EAP, which provides the following benefits to Ms. Boudreaux, Mr. Haytaian and Mr. Gallina for this termination event: (1) a cash severance benefit of 300% of the sum of annual base salary plus target AIP award, (2) a payment equal to 5.0% of this amount to cover the value of the Company match under the 401(k) Plan and the Deferred Compensation Plan, (3) an annual AIP award equal to the greater of the annual target AIP award or AIP award earned under the normal terms of the AIP for the year of termination, (4) a payment equal to 300% of the annual value of the DEC as described on page 55 and (5) a three-year continuation of health and life insurance coverage. Mr. Kaye, Ms. Norwood and Mr. Todt are eligible for the following benefits for this termination event: (1) a cash severance benefit of 200% of the sum of annual base salary plus target AIP award, (2) a payment equal to 5.0% of this amount to cover the value of the Company match under the 401(k) Plan and the Deferred Compensation Plan, (3) an annual AIP award equal to the greater of the annual target AIP award or AIP award earned under the normal terms of the AIP for the year of termination and (4) a two-year continuation of health and life insurance coverage. (5)All NEOs participate in our EAP, which provides the following benefits for this termination event: (1) a cash severance benefit of 200% of the sum of annual base salary plus target AIP award, (2) a two-year continuation of health and life insurance coverage and (3) for Ms. Boudreaux, Mr. Haytaian and Mr. Gallina, a payment equal to 200% of the annual value of the DEC. In addition to the benefits provided under the EAP, all NEOs are eligible for an annual AIP award earned under the normal terms of the AIP in the year of termination in the event of a Company-initiated (not for Cause) or Good Reason termination after October 1 of the plan year. (6)Only Mr. Gallina is eligible for retirement treatment under the AIP or the Long-Term Incentive Plan as of December 31, 2023. (7)Participants in the AIP are eligible for a bonus payment only if they remain employed through the date of the AIP payout, with certain exceptions. If the executive resigns after December 31, 2023 but prior to the payout, they will not be eligible to receive the payout unless they meet retirement eligibility criteria. Since this table assumes a resignation on December 31, 2023, a full AIP payout would be earned only by Mr. Gallina, who is retirement eligible under the AIP. The NEOs would also be entitled to the vested benefits included in the Outstanding Equity Awards at Fiscal Year-End table, the Non-Qualified Deferred Compensation table and the Pension Benefits table. In addition, the amounts shown in the Potential Payments Upon Termination table do not include payments and benefits to the extent they are provided on a non-discriminatory basis to other associates generally upon termination of employment. These include accrued salary, health benefits and distribution of account balances under the 401(k) Plan.

  126. Potential Payments Upon Termination

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  127. CEO Pay Ratio

    CEO Pay Ratio The ratio of our CEO’s total annual compensation to our median employee’s total annual compensation (the “CEO Pay Ratio”) is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023: •The annual total compensation of the median employee of our Company, as described below, was $56,229. •The annual total compensation of our CEO as reported in the Summary Compensation Table included on page 57 of this Proxy Statement was $21,889,039. •Based on this information for 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 389:1. As of December 31, 2023, our employee population, including all full-time, part-time and temporary workers, consisted of approximately 104,856 individuals. We elected to exclude all of our employees in Ireland (348 employees) and Israel (48 employees) from our determination of the median employee. The median employee was selected from an adjusted employee population of 104,459 employees, consisting of 78,068 employees in the United States (excluding our CEO), 17,092 employees in India and 9,299 employees in the Philippines, who, in each case, were employed on December 31, 2023. To identify the median employee, we used the following methodology and consistently applied material assumptions, adjustments and estimates: •We identified the median compensated employee based on payroll data as of December 31, 2023. •We compared the payroll data for the 104,459 employees described above using a compensation measure consisting of total base pay-related wages paid during 2023. Base pay-related wages include the amount of base salary the employee received during the year and all other pay elements related to base pay including, but not limited to, holiday pay, paid time off, overtime and shift differentials. We did not include cash bonuses, commissions, equity grants or any adjustment for the value of benefits provided. •Based on the total base pay-related wages of each employee, we identified a cohort of 101 employees consisting of the median employee and the 50 employees above and the 50 employees below the median base pay value. After evaluating the pay characteristics of each employee in the cohort, we removed employees who appeared to have anomalous pay characteristics (such as a hire date during the year, grandfathered in a pension benefit not offered to new hires or recipient of a one-time bonus that is not expected in future years) that could significantly distort the pay ratio calculation. •We then selected the employee with total base pay-related wages closest to the median compensated employee who did not have anomalous pay characteristics and used that employee as our identified median employee for purposes of calculating the CEO pay ratio. Using the identified median employee, we calculated that employee’s annual total compensation consistent with the disclosure requirements for the Summary Compensation Table. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  128. CEO Pay Ratio

    | 2024 Proxy Statement | 67 |

  129. Pay versus Performance

    Pay versus Performance

  130. Pay versus Performance Table

    Pay versus Performance Table

  131. Pay versus Performance Table

    | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1) | Value of Initial Fixed $100 Investment Based On: | | Net Income(4) (millions) | Adjusted Net Income(5) (millions) | | | | | | | Total Shareholder Return(2) | Peer Group Total Shareholder Return(2)(3) | | | | 2023 | $21,889,039 | $16,222,856 | $8,418,210 | $7,673,085 | 164 | 143 | $5,991 | $7,838 | | 2022 | $20,931,081 | $35,256,056 | $6,710,732 | $10,889,052 | 176 | 140 | $5,888 | $7,008 | | 2021 | $19,348,241 | $50,432,186 | $6,446,802 | $15,664,365 | 157 | 143 | $6,149 | $6,300 | | 2020 | $17,109,952 | $28,321,967 | $5,388,978 | $7,263,535 | 108 | 113 | $4,572 | $5,984 |

  132. Pay versus Performance Table

    (1)The PEO for each of the years presented was Gail K. Boudreaux and the non-PEO NEOs for 2020, 2021 and 2022 were John E. Gallina, Peter D. Haytaian, Gloria M. McCarthy and Felicia F. Norwood. The non-PEO NEOs for 2023 were Mark B. Kaye, Peter D. Haytaian, Felicia F. Norwood, Blair W. Todt and John E. Gallina. To calculate Compensation Actually Paid for 2023, the following amounts were deducted from and added to the Summary Compensation Table total compensation reported for each of these individuals: Reconciliation of Summary Compensation Table (“SCT”) Total Compensation to Compensation Actually Paid:

  133. Pay versus Performance Table

    | | 2023 | | | | Adjustments | PEO ($) | Average of Non-PEO NEOs ($) | | | SCT Total | $21,889,039 | | 8,418,210 | | Add / (Subtract): | | | | | Adjustments for defined benefit and actuarial pension plans: | | | | | SCT amounts(i) | $— | | (2,384) | | Service cost(ii) | $— | | — | | Prior service cost(ii) | $— | | — | | Adjustments for stock and option awards(iii): | | | | | SCT amounts | $(15,800,079) | | (6,410,090) | | Year-end fair value for awards granted in the covered year | $19,668,598 | | 7,660,611 | | Change in fair value of outstanding unvested awards from prior years | $(4,860,535) | | (1,087,385) | | Vesting date fair value of awards granted and vesting during covered year | $— | | — | | Change in fair value for prior year awards that vested during the covered year | $(4,674,167) | | (905,877) | | Fair value of awards forfeited during the covered year | $— | | — | | Dividends or other earnings paid on awards in the covered year prior to vesting | $— | | — | | Compensation Actually Paid | $16,222,856 | | 7,673,085 |

  134. Pay versus Performance Table

    (i)Represents the change in the actuarial present value of the accumulated benefit under defined benefit and pension plans reported in the Summary Compensation Table for Mr. Gallina. No other NEO received any accumulated benefits under any pension plans. (ii)The Elevance Health Cash Balance Plan A was frozen effective December 31, 2006. There were no additional service costs or any impact on prior year benefits related to pension plan amendments during 2023; therefore, no amounts are included in this row related to pension benefits. (iii)Reflects the value of equity-based awards calculated in accordance with the SEC methodology for determining Compensation Actually Paid. The fair values of stock options granted as of the end of 2023 and the year-over-year changes in the fair values of stock options outstanding at the end of, or that vested during, 2023 were calculated using a binomial lattice valuation model, as further described in Note 15, “Capital Stock,” of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of our Form 10-K. The following ranges of assumptions were used to estimate these fair values:

  135. Pay versus Performance Table

    | Calendar Year | Risk-Free Interest Rate | Volatility Factor | Dividend Yield (Annual) | | 2023 | 3.88 - 4.76% | 29 - 32% | 1.2 - 1.3% |

  136. Pay versus Performance Table

    The fair value of PSUs that vested during 2023 was calculated using the actual performance results of 162.9% as described in the Compensation Discussion & Analysis in this Proxy Statement. The fair value of in-flight PSUs was calculated based on the probable performance as determined at the end of the applicable covered year, which has consistently been forecasted to be above the target level of performance.

  137. Pay versus Performance Table

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  138. Pay versus Performance Table

    (2)Based upon an initial investment of $100 on December 31, 2019 with dividends reinvested. (3)Company selected peer group is the S&P 500 Health Care Index, the same peer group as reported in Part II, Item 5 in our Form 10-K. (4)Our 2021 and 2022 Net Income was recast in 2023 to include the impact of the Accounting Standards Update 2018-12 Adoption. Therefore, the 2021 and 2022 Net Income reported in these disclosures has been adjusted to reflect the recast amounts. (5)Our Company-selected measure is “Adjusted Net Income," calculated as GAAP Shareholders' Net Income, as adjusted for those items set forth in Annex A to this Proxy Statement, and further adjusted for those items that the Committee believes distort the view of management performance and that, if not adjusted, might misalign management incentives under the AIP. For 2023, these additional adjustments included a $29.3 million net decrease to reflect the exclusion of 2023 acquisition revenue and other non-material administrative adjustments. For 2022, these additional adjustments included a $131.0 million increase to exclude the impact of the Accounting Standards Update 2018-12 Adoption and a $50.8 million net decrease to reflect the exclusion of 2022 acquisition revenue and other non-material administrative adjustments. For 2021, these adjustments included a $54.0 million decrease to exclude the impact of the Accounting Standards 2018-12 Adoption and a $111.0 million net decrease to reflect the exclusion of 2021 acquisition revenue and other non-material administrative adjustments. For 2020, these adjustments included a $267.3 million increase related to our response to the COVID-19 pandemic.

  139. •FOR Proposal 1 — election of each director nominee

    •FOR Proposal 1 — election of each director nominee