DEF 14A of Elevance Health, Inc., Mar 28, 2025

DEF 14A of Elevance Health, Inc.

Filed Mar 28, 2025 · FY20240001156039-25-000046

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 April 1, 2025.

  3. Nominees for Director

    Nominees for Director Three-year term to expire at the 2028 Annual Meeting of Shareholders

  4. Nominees for Director

    | Susan D. DeVore | Director Qualifications: Ms. DeVore brings extensive healthcare industry, CEO and executive leadership experience to the Board gained through her past President and CEO positions at a healthcare improvement company that serves thousands of hospitals and other healthcare providers. She also gained technology experience in connection with her oversight of the healthcare improvement company’s technology/services segment and regulatory experience due to its highly-regulated nature. In addition, Ms. DeVore has finance experience as a former partner and region and sector leader at Ernst & Young LLP. Professional and Other Experience: •Premier, Inc., a healthcare improvement company, various roles from 2003 until June 2021, with the most recent as CEO (2019-2021) and President (2013-2019) •Premier Healthcare Solutions, Inc. (subsidiary of Premier, Inc.), President and CEO (2009-2019) and Director (2009-2021) •AdventHealth, a healthcare system, Director (since 2020) •Cap Gemini/Ernst & Young LLP, a management consulting company, various roles from 1988 until 2002, including VP and Sector Leader, Manufacturing/High Tech & Media/Entertainment Units (2001-2002) and Sector Leader, High Growth Middle Market Division, North America (2000-2001) Other Public Board Service: •Solventum Corporation, a healthcare company, Director (since 2024) •Unum Group, a financial protection benefits company, Director (since 2018) •Premier, Inc., Director (2013-2021) | | Age: 66 Director Since: 2021 Committees: Compensation and Talent Finance Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Healthcare Industry •Technology •Regulatory/Public Policy •Diversity Education: M.M., McGill University; B.A., University of North Carolina at Charlotte | |

  5. Nominees for Director

    | 16 | |

  6. Nominees for Director

    | Bahija Jallal | Director Qualifications: Ms. Jallal brings extensive healthcare industry experience to the Board gained through her several leadership positions at biopharmaceutical companies that provide new medicines to patients, including her current position of CEO at a multinational biotechnology company. In addition, Ms. Jallal has CEO and finance experience through her current position and her former position of President at a biologic research and development subsidiary of a large public company. These positions also provided her with regulatory and public policy experience due to the highly-regulated nature of the biopharmaceutical and biotechnology industries. Professional and Other Experience: •Immunocore Holdings plc, a T-cell receptor biotechnology company, CEO (since 2019) •AstraZeneca PLC (“AstraZeneca”), a pharmaceutical and biopharmaceutical business, Executive Vice President (2013-2019) •MedImmune, a biotechnology business and a subsidiary of AstraZeneca, President (2013-2019), Executive Vice President, Research and Development (2010-2013) and various other research and development positions (2006-2010) Other Public Board Service: •Immunocore Holdings plc, Director (since 2019) •ArriVent BioPharma, Inc., a clinical-stage biopharmaceutical company (publicly traded beginning January 2024), Director (2022-2024) •Guardant Health, Inc., a precision oncology company, Director (2019-2022) | | Age: 63 Director Since: 2018 Committees: Compensation and Talent Governance (Chair) Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Finance/Capital Markets •Healthcare Industry •Regulatory/Public Policy •Diversity Education: M.S. and Ph.D., I’Universite’ De Paris VI; Fellow, Max Planck Institute of Biochemistry | |

  7. Nominees for Director

    | Ryan M. Schneider | Director Qualifications: Mr. Schneider brings significant CEO, COO, finance, marketing and consumer insights and technology experience to the Board from his current CEO position at a real estate services company. In addition, Mr. Schneider has finance experience through his past leadership positions at a financial services organization. These positions also provided him with regulatory and public policy experience through his oversight of compliance with consumer and safety regulations, and due to the highly-regulated nature of the banking industry. He also gained insurance industry experience as a consultant for multiple insurance companies while at McKinsey & Company. Mr. Schneider qualifies as an “audit committee financial expert” under the rules of the SEC. Professional and Other Experience: •Anywhere Real Estate Inc. (formerly known as Realogy Holdings Corp.) (“Anywhere Real Estate”), a residential real estate services company, CEO and President (since December 2017), President and Chief Operating Officer (October-December 2017) •McKinsey & Company, an international consulting firm, Senior Advisor (2017) •Capital One Financial Corporation, a financial services company, various positions (2001-2017), including Senior Advisor (2016-2017) and President, Card Business (2007-2016) •Capital One Bank (USA) N.A., Director (2007-2016) Other Public Board Service: •Anywhere Real Estate, Director (since 2017) | | Age: 55 Director Since: 2019 Committees: Audit (Chair) Governance Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Marketing/Consumer Insights •Technology •Regulatory/Public Policy Education: Ph.D., Yale University; B.A., Williams College | |

  8. Nominees for Director

    | 2025 Proxy Statement | 17 |

  9. Directors Continuing in Office

    Directors Continuing in Office Terms expiring at the 2026 Annual Meeting of Shareholders

  10. Directors Continuing in Office

    | Gail K. Boudreaux | Director Qualifications: Ms. Boudreaux brings significant CEO, healthcare industry, insurance, finance and technology experience to the Board from her chief executive and other executive positions with several healthcare and insurance organizations and participation in numerous associations in the healthcare industry. Ms. Boudreaux’s positions also provided her with regulatory and public policy experience due to the highly-regulated nature of these organizations. She also gained financial and technology experience through her service as a director and as a member of the audit committee and technology operations committee of several public companies, including a medical device company and a biotechnology company. In addition, she has gained Environmental, Social and Governance experience through her current CEO role. Professional and Other Experience: •Elevance Health, Inc., President and CEO (since 2017) •GKB Global Health, LLC, a healthcare consulting firm, Founder and CEO (2015-2017) •UnitedHealth Group Incorporated, a diversified healthcare company, Executive Vice President (2008-2015), and President (2008-2011) and CEO (2011-2014) of its subsidiary, UnitedHealthcare •Health Care Service Corporation, a health insurance company, Executive Vice President of External Operations (2005-2008) and President of Blue Cross and Blue Shield of Illinois (2002-2005) •Aetna Inc., a managed healthcare company, various leadership positions (1983-2002) •Director of the BCBSA, the National Institute for Health Care Management and the Central Indiana Corporate Partnership, member of The Business Roundtable and chair of the Business Council Other Public Board Service: •Target Corporation, a general merchandise retailer, Director (since 2021) •Zimmer Biomet Holdings, Inc., a medical device company, Director (2012-2021) •Novavax, Inc., a biotechnology company, Director (2015-2017) •Xcel Energy, Inc., a utility holding company, Director (2012-2017) | | Age: 64 Director Since: 2017 Committees: None Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Healthcare Industry •Technology •Regulatory/Public Policy •Environmental, Social and Governance •Diversity Education: M.B.A., Columbia Business School; B.A., Dartmouth College | |

  11. Directors Continuing in Office

    | 18 | |

  12. Directors Continuing in Office

    | R. Kerry Clark | Director Qualifications: Mr. Clark has extensive CEO, healthcare industry, marketing and consumer insights, and finance experience through his positions as Chairman and CEO of a major healthcare services organization, and as a senior executive at an international consumer products company, where he served in several positions involving marketing, advertising and product development of healthcare and other consumer products. Also, he has healthcare experience through his service on a hospital’s board of directors and Environmental, Social and Governance experience through his roles as lead director and chair of the governance committee of a public company. Mr. Clark qualifies as an “audit committee financial expert.” Professional and Other Experience: •Cardinal Health, Inc., a healthcare products and services company, Chairman and CEO (2007-2009) and President and CEO (2006-2007) •The Procter & Gamble Company (“Procter & Gamble”), a consumer products company, various positions (1974-2006) including Vice Chairman, Global Health, Baby & Family Care (2004-2006) and Vice Chairman & President, Global Market Development (2002-2004) •The Christ Hospital in Cincinnati, Ohio, Director (since 2009) Other Public Board Service: •Textron, Inc., an aircraft, defense and industrial products company, Director (since 2003) •General Mills, Inc., a consumer food products company, Director (2009-2024) •Avnet, Inc., an industrial distributor of electronic components, enterprise computer and storage products, Director (2012-2019) | | Age: 72 Director Since: 2014 Committees: Audit Finance (Chair) Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Finance/Capital Markets •Healthcare Industry •Marketing/Consumer Insights •Environmental, Social and Governance Education: B. Commerce, Queens University | |

  13. Directors Continuing in Office

    | Robert L. Dixon, Jr. | Director Qualifications: Mr. Dixon has extensive technology experience through his position as Global Chief Information Officer of a large public company, his ownership of a digital and information technology consulting business, and his service on the CIO advisory board for another large public company. He also has significant marketing and consumer insights experience through his senior positions at two large public companies, both of which have global retail consumer product focus. Mr. Dixon has Environmental, Social and Governance experience through his role as chair of the governance committee of a public company and his several executive and academic board positions. Professional and Other Experience: •RD Factor, Inc., a digital and information technology consulting business, Owner (since 2016) •PepsiCo, Inc., a food and beverages company, Senior Vice President (2016) and Senior Vice President and Global Chief Information Officer (2007-2016) •Procter & Gamble, various positions (1977-2007), including Vice President of Global Business Services (2005-2007) •International Business Machines Corporation, a technology and consulting company, CIO Advisory Board (2011-2017) •Georgia Institute of Technology, the College of Computing Advisory Board (since 2019), Trustee Emeritus of the Foundation (since 2017) and President’s Advisory Board (2017-2024) Other Public Board Service: •Build-A-Bear Workshop, Inc., a specialty retailer, Director (since 2018) •Okta, Inc., an identity management platform, Director (since 2019) | | Age: 69 Director Since: 2011 Committees: Compensation and Talent Finance Skills, Experiences and Attributes: •COO/Executive Leadership •Marketing/Consumer Insights •Technology •Environmental, Social and Governance •Diversity Education: B.S., Georgia Institute of Technology | |

  14. Directors Continuing in Office

    | 2025 Proxy Statement | 19 |

  15. Directors Continuing in Office

    | Deanna D. Strable | Director Qualifications: Ms. Strable brings extensive executive leadership, insurance industry and regulatory experience to the Board, gained through her CEO and other executive positions with a global financial services company. She also has healthcare industry experience from her role as President of a financial services company that provides specialty health insurance products. In addition, Ms. Strable has significant finance and capital markets experience through her previous position as CFO of a public company, with oversight responsibility for financial reporting, capital markets and corporate finance. Ms. Strable qualifies as an “audit committee financial expert.” Professional and Other Experience: •Principal Financial Group, Inc. (“Principal Financial”), a financial services company, President and CEO (since January 2025) and Executive Vice President and CFO (2017-January 2025) •Principal Financial, President, U.S. Insurance Solutions (2015-2017) •Principal Financial, various other actuarial and management positions (1990-2017) •United Way Worldwide, Director (2018 - 2024) Other Public Board Service: •Principal Financial, Director (since January 2025) | | Age: 56 Director Since: 2022 Committees: Audit Governance Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Insurance Industry •Finance/Capital Markets •Healthcare Industry •Regulatory/Public Policy •Diversity Education: B.A., Northwestern University; Fellow, Society of Actuaries | |

  16. Directors Continuing in Office

    Terms expiring at the 2027 Annual Meeting of Shareholders

  17. Directors Continuing in Office

    | Lewis Hay, III | Director Qualifications: Mr. Hay brings extensive CEO, finance and regulatory and public policy experience to the Board through his positions as CEO, Chairman and CFO of a large utility company which was subject to significant regulation and oversight. He also has Environmental, Social and Governance experience from his management of the utility’s expansion of renewable energy sources. In addition, Mr. Hay has marketing and consumer insights experience from his service as an officer of a large utility company and a director of a financial services company, and technology experience from his service as a director of an information technology company. Mr. Hay qualifies as an “audit committee financial expert.” Professional and Other Experience: •Clayton, Dubilier & Rice, LLC, a private equity investment firm, operating advisor (since 2014) •NextEra Energy, Inc. (“NextEra Energy”), an electricity-related services and renewable energy generator company, Executive Chairman (2012-2013), CEO (2001-2012), Chairman (2002-2012) and President (2001-2006) •Artera Services, LLC, a provider of integrated infrastructure services to natural gas and electric industries, Director (since 2018, including for its predecessor company, PowerTeam Services, LLC) Other Public Board Service: •L3Harris Technologies, Inc., a global aerospace and defense technology firm, Director (since 2019 and 2002-2019 for its predecessor company, Harris Corporation) •Capital One Financial Corporation, a financial services company, Director (2003-2019) •NextEra Energy, Director (2001-2013) | | Age: 69 Director Since: 2013 Committees: Audit Finance Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Finance/Capital Markets •Marketing/Consumer Insights •Technology •Regulatory/Public Policy •Environmental, Social and Governance Education: M.S., Carnegie Mellon University; B.S., Lehigh University | |

  18. Directors Continuing in Office

    | 20 | |

  19. Directors Continuing in Office

    | Antonio F. Neri | Director Qualifications: Mr. Neri brings CEO and significant technology experience to the Board gained through his current position of President and CEO at a large, multinational enterprise information technology company and from holding several leadership positions at firms that provide technology solutions to the business and public sectors. Mr. Neri also gained finance and marketing and consumer insights experience from past positions where he was responsible for determining consumer needs, overseeing product and promotional campaigns and promoting, selling and distributing products. Mr. Neri qualifies as an “audit committee financial expert.” Professional and Other Experience: •Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), a technology company, President and CEO (since 2018), President (2017-2018) and Executive Vice President and General Manager, Enterprise Group (2015-2017) •HP Inc., a technology company, various positions (1995-2015), including Senior Vice President and General Manager, Enterprise Group (2014-2015), Senior Vice President and General Manager, HP Networking Business Units (2014), Senior Vice President and General Manager, HP Servers (2013-2014) and Senior Vice President and General Manager, HP Technology Services (2011-2013) Other Public Board Service: •Hewlett Packard Enterprise, Director (since 2018) •H3C Technologies Co., LTD, an information technology company, Director (2016-2017) | | Age: 57 Director Since: 2017 Committees: Audit Governance Skills, Experiences and Attributes: •CEO •COO/Executive Leadership •Finance/Capital Markets •Marketing/Consumer Insights •Technology •Diversity Education: Bachillerato en Electronica, Escuela Nacional de Educacion Tecnica | |

  20. Directors Continuing in Office

    | Ramiro G. Peru | Director Qualifications: Mr. Peru brings significant executive leadership and finance experience to the Board as a former CFO of two public companies. Mr. Peru’s positions also included technology experience as Senior Vice President at a mining and manufacturing company, with responsibility for managing both information systems and technology and human resources. In addition, he has technology experience through his service on the board of directors of an oil and gas exploration and production company. Professional and Other Experience: •Swift Corporation, a transportation company, Executive Vice President and CFO (June-December 2007) •Phelps Dodge Corporation (“Phelps Dodge”), a mining and manufacturing company, various finance and accounting positions with Phelps Dodge and its affiliates (1979-2007) including Executive Vice President and CFO (1999-2007) •UNS Energy Corporation (“UNS Energy”), an electric and gas utility holding company and a subsidiary of Fortis Inc., a utility holding company, Director (since 2007) •Bluemedia, Inc., a large format printer, Director (2018-2023) Other Public Board Service: •SM Energy Company, an oil and gas exploration and production company, Director (since 2014) •UNS Energy (publicly traded until August 2014), Director (2007-2014) •WellPoint Health Networks, Inc., Director (2003-2004) | | Incoming Independent Chair of the Board (1) Age: 69 Director Since: 2004 Committees: Compensation and Talent (Chair) Finance Skills, Experiences and Attributes: •COO/Executive Leadership •Finance/Capital Markets •Technology •Diversity Education: B.S., University of Arizona | |

  21. Directors Continuing in Office

    (1) The Board has appointed Ramiro Peru as the incoming independent Chair of the Board beginning on the date of the Annual Meeting.

  22. Directors Continuing in Office

    | 2025 Proxy Statement | 21 |

  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 Composition | •Balanced director tenure, with the average tenure being approximately 9.1 years •Board composition is also diverse in age, geographic location, skills and experiences •Five out of eleven directors are female •Four out of eleven directors are racially or ethnically diverse | | Shareholder Rights | •Proxy access for shareholder-nominated director nominees •Majority voting for uncontested director elections, with directors who fail to receive a majority vote required to tender their resignation for consideration by the Board •No supermajority voting requirements in our Articles of Incorporation •Opted out of the Indiana Control Share Acquisition Statute •Shareholders have the right to call a special meeting of shareholders •Shareholders can amend our Bylaws, except for those provisions required by our licenses with the BCBSA •Long-standing practice of shareholder engagement on governance, compensation and sustainability issues | | Other Leading Governance Practices | •Annual Board, committee and individual director performance evaluations, including evaluations led by an external party •Board oversees director refreshment and succession planning and executive officer succession planning, addressing both emergency and long-term succession •Director nominees are not eligible for election if 73 years of age or older as of the March 1st immediately prior to the Annual Meeting of Shareholders at which his or her nomination will be submitted for shareholder approval; no exemptions or waivers are permitted for this eligibility requirement •Directors may not serve on more than three other public company boards; any director who is a CEO of a public company (including our CEO) may not serve on more than one other public company board •Rotation of lead partner of our Independent Auditor at least every five years •The Board and its committees have the authority to engage consultants and advisors at our expense •Executive sessions of independent directors are generally held at each regularly scheduled Board meeting •Strong compensation governance practices as discussed in the Compensation Discussion & Analysis •Board and committee oversight of risk, including risks relating to financial reporting, compensation practices and cybersecurity •The Board encourages directors to participate in continuing education programs and reimburses directors for the expense of such participation •Several avenues for shareholders to communicate with the Board and management, including periodic investor days, earnings release conference calls and a dedicated email address for the Board |

  25. Corporate Governance Policies and Practices

    | 2025 Proxy Statement | 35 |

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

  27. Corporate Governance Policies and Practices

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

  28. Corporate Governance Policies and Practices

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

  29. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors

  30. Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | | All Other Compensation ($)(3) | Total ($) | | R. Kerry Clark | $155,484 | | 209,516 | $10,000 | $375,000 | | Susan D. DeVore | $125,484 | | 209,516 | $10,000 | $345,000 | | Robert L. Dixon, Jr. | $125,484 | | 209,516 | $17,613 | $352,613 | | Lewis Hay, III | $125,484 | | 209,516 | $10,000 | $345,000 | | Bahija Jallal | $155,484(4) | | 209,516 | $27,613 | $392,613 | | Antonio F. Neri | $125,484 | | 209,516 | $17,613 | $352,613 | | Ramiro G. Peru | $155,484 | | 209,516 | $27,613 | $392,613 | | Ryan M. Schneider | $155,484(4) | | 209,516 | $11,374 | $376,374 | | Deanna D. Strable | $125,484 | | 209,516 | $10,000 | $345,000 | | Elizabeth E. Tallett | $385,484(4) | | 209,516 | $10,000 | $605,000 |

  31. Compensation Governance Practices

    | What We Do Not Do | | | | No backdating, re-pricing, discounting, reloading or replacing of stock options or stock appreciation rights without shareholder approval | | | No change-in-control excise tax gross-ups | | | No short sales, hedging or pledging of our stock is permitted by any director or executive officer | | | No compensation plans which encourage excessive risk-taking |

  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, pay benchmarking data for our comparator groups, 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; •Facilitates and 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. Fees paid to WTW for executive compensation consulting services in 2024 totaled $212,847. In addition, our management purchased compensation surveys from WTW that management used to evaluate executive and non-executive jobs and

  33. The Role of the Independent Compensation Consultant

    | 2025 Proxy Statement | 45 |

  34. The Role of the Independent Compensation Consultant

    retained WTW for health and benefits consulting services for an aggregate cost of $102,562 in 2024. 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 2024 we paid WTW and/or its subsidiaries non-executive compensation consulting fees and commissions totaling $177,542,598. 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 2024 represented less than 2% 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, target AIP award and the grant date fair value of equity awards) at the median for comparable positions in our two comparator groups. The Committee believes that our NEOs' total compensation is generally aligned with executive compensation levels and prevailing practices within these comparator groups. Each year, with the assistance of WTW, the Committee reviews and considers potential updates to the composition of these two comparator groups. The first group consists of our direct industry peers. Due to the limited number of direct industry peers, the Committee also uses a second comparator group, which includes publicly-held companies in the Fortune 50 (excluding Elevance Health) with a similar amount of revenue (the “General Industry Group”). For 2024, the Committee approved the following comparator groups:

  36. 2024 Compensation Comparator Groups

    2024 Compensation Comparator Groups

  37. 2024 Compensation Comparator Groups

    | Direct Industry Group | Chevron Corporation Citigroup Inc. Comcast Corporation ConocoPhillips Costco Wholesale Corporation CVS Health Corporation Dell Technologies Inc. Energy Transfer LP Exxon Mobil Corporation Federal Home Loan Mortgage Corporation Federal National Mortgage Association FedEx Corporation Ford Motor Company General Motors Company Humana Inc. Johnson & Johnson JPMorgan Chase & Co. Lowe’s Companies, Inc. Marathon Petroleum Corporation | McKesson Corporation Meta Platforms, Inc. Microsoft Corporation PepsiCo, Inc. Pfizer Inc. Phillips 66 Target Corporation Tesla, Inc. The Cigna Group The Home Depot, Inc. The Kroger Co. The Walt Disney 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 CVS Health Corporation Humana Inc. The Cigna Group 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. Centene Corporation | | |

  38. 2024 Compensation Comparator Groups

    Based on information provided by WTW when the Committee approved the revised group in October 2023, the median revenue of the General Industry Group for the year ended December 31, 2022 was ($ in millions):

  39. 2024 Compensation Comparator Groups

    | Measure | Median of General Industry Group | Elevance Health | Percentile Rank | | Revenue for the year ended 12/31/2022 | $134,351 | $156,599 | 57% |

  40. 2024 Compensation Comparator Groups

    For 2025 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.

  41. 2024 Compensation Comparator Groups

    | 46 | |

  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 ä 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 ä Page 49 | | 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 ä Page 52 | | 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 ä Page 54 | | Executive Benefits and Perquisites | •Limited perquisites and executive benefits that are market competitive •Designed to attract and retain key talent ä Page 54 |

  43. Primary Components of 2024 Target Compensation

    Primary Components of 2024 Target Compensation The pay mix for our CEO and other NEOs during 2024 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 2024 to our NEOs was heavily weighted toward performance-based and other long-term incentive compensation, with long-term incentive awards making up approximately 78% of 2024 total target compensation for our CEO and an average of 71% of 2024 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 did not increase the 2024 base salaries for any of our NEOs.

  45. Annual Incentive Plan

    Annual Incentive Plan

  46. 2024 Plan Design, Performance Measures and Setting NEO Target AIP Awards

    2024 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 2024 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 non-financial strategic measures through our Star Ratings, Consumer Effort and Improving the Health of Humanity performance measures, which include goals that address health disparities, community engagement and provider collaboration. •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. Annual Incentive Award Calculation

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

  48. Annual Incentive Award Calculation

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

  49. Annual Incentive Award Calculation

    +/–

  50. Annual Incentive Award Calculation

    | Individual Performance Modifier |

  51. 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. No changes were made to target award percentages in 2024 for any of the NEOs. Ms. Boudreaux's target award percentage remained at 200% and Mr. Kaye's, Mr. Haytaian's, Ms. Norwood's and Mr. Kendrick's targets remained at 120%. The total potential payment under the AIP ranges from 0% to 200% of target. 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%.

  52. Annual Incentive Award Calculation

    | 2025 Proxy Statement | 49 |

  53. Determination of AIP Awards Enterprise Performance Dashboard

    Determination of AIP Awards Enterprise Performance Dashboard

  54. Determination of AIP Awards Enterprise Performance Dashboard

    | Performance Measure | Weighting | Criteria and Strategic Importance |

  55. 2024 AIP Results

    2024 AIP Results

  56. 2024 AIP Results

    | Performance Measure | Target Performance | Actual 2024 Performance | | Adjusted Net Income | $8,644 million | Missed Threshold $7,677 million(1) | | Operating Revenue | $170,200 million | Exceeded Target $173,349 million(1) | | Improving the Health of Humanity | | Exceeded Target(2) | | High-Performing Providers | 1.5 Percentage Point Improvement compared to 2023 | 1.9 Percentage Point Improvement compared to 2023 | | Community Engagement | 1.0 Percentage Point Improvement compared to 2023 | 7.5 Percentage Point Improvement compared to 2023 | | Maternal and Child Health | 5.0 Percentage Point Improvement compared to 2023 | 6.9 Average Percentage Point Decline compared to 2023 | | Star Ratings | 33.5 Percentage Point Improvement compared to 2023 | Missed Threshold 2.0 Percentage Point Decline compared to 2023 | | Consumer Effort | 2.0 Percentage Point Improvement compared to 2023 | Missed Target 1.9 Percentage Point Improvement compared to 2023 |

  57. 2024 AIP Results

    (1)The AIP allows for adjustments to our results as reported to our shareholders for items 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 2024, the Committee approved a $17.3 million decrease to our reported Adjusted Net Income related to 2024 acquisitions and an associated $1,855 million decrease to our reported Operating Revenue to reflect the exclusion of 2024 acquisition revenue. (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. We exceeded target in two of the three metrics—significantly exceeding target in one of the metrics—leading the Committee to determine that overall we exceeded our goal to improve the health of our associates, members and communities and assessed our performance of this measure as above target.

  58. Final 2024 AIP Payout for NEOs

    Final 2024 AIP Payout for NEOs After setting the total AIP funding pool based on the factors as described above under "Determination of AIP Awards" and considering each NEO’s contributions toward reaching our enterprise goals as described above, the Committee approved the following 2024 AIP awards as shown in the Summary Compensation Table on page 58:

  59. Final 2024 AIP Payout for NEOs

    | Name | Target AIP % | Target Award | Final Award | Final Payout as % of Target | | Gail Boudreaux | 200% | $3,200,000 | $1,142,400 | 35.7% | | Mark Kaye | 120% | $1,080,000 | $385,560 | 35.7% | | Peter Haytaian | 120% | $1,140,000 | $406,980 | 35.7% | | Felicia Norwood | 120% | $1,140,000 | $406,980 | 35.7% | | Morgan Kendrick | 120% | $1,020,000 | $510,000 | 50.0% |

  60. Final 2024 AIP Payout for NEOs

    Pursuant to the individual performance modifier, the Committee increased Mr. Kendrick’s AIP award to 50% of target in recognition of his performance as our Executive Vice President and President of Commercial and Specialty Health Benefits. Under Mr. Kendrick's leadership, our Commercial business delivered strong results in 2024, highlighted by a repricing initiative to align operating margins to our target range, resulting in a meaningful improvement in our Commercial business from post-pandemic lows. Additionally, our Commercial business exceeded its operating gain plan for the year across most business areas and achieved significant growth in the Individual market by adding approximately 275,000 consumers. No individual performance modifications were made to the other NEOs’ awards.

  61. 2025 AIP

    2025 AIP For the 2025 AIP, the Committee has retained the same financial performance measures and weightings. The Committee replaced the non-financial performance measures with a Strategic Initiatives measure, which will measure the outcome of key transformation initiatives focused on improving the member, provider and associate experience. Each performance measure will continue to have a threshold payout of 30%, a target payout of 100% and a maximum payout of 200%. The Committee will continue to measure our Adjusted Net Income growth and Total Revenue growth against our Peer Modifier Group, and may adjust the relative Peer Modifier at its discretion based on relative changes in the price-to-earnings ratio of Elevance Health and the other companies in the Peer Modifier Group.

  62. 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 2024 LTIP awards consist of a combination of PSUs, stock options and RSUs, as described below, which did not change from 2023:

  63. Long-Term Incentive Plan Awards

    | Award Type | Weighting | Key Features and Performance Measures |

  64. Performance Stock Units

    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 (2024-2026) 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 2024-2026 performance period. Any shares earned vest on the third anniversary of the grant date

  65. Performance Stock Units

    | 52 | |

  66. Performance Stock Units

    | Award Type | Weighting | Key Features and Performance Measures |

  67. Stock Options

    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

  68. Restricted Stock Options

    Restricted Stock Options 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 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. The total grant date fair value of LTIP awards granted in 2024 to each NEO is shown in the following table:

  69. Restricted Stock Options

    | Name | 2024-2026 PSU Target Award Grant Date Fair Value | Annual Stock Options Grant Date Fair Value | Annual RSU Grant Date Fair Value | Total 2024 LTIP Granted | | Gail Boudreaux | $8,400,021 | $4,199,989 | $4,200,011 | $16,800,021 | | Mark Kaye | $2,750,096 | $1,374,953 | $1,375,048 | $5,500,097 | | Peter Haytaian | $2,399,721 | $1,199,997 | $1,200,360 | $4,800,078 | | Felicia Norwood | $2,399,721 | $1,199,997 | $1,200,360 | $4,800,078 | | Morgan Kendrick | $2,150,166 | $1,074,825 | $1,075,083 | $4,300,074 |

  70. 2022-2024 LTIP PSU Awards and Payouts

    2022-2024 LTIP PSU Awards and Payouts In February 2025, the Committee approved a payout of 95.1% of target based on the following results of the 2022-2024 performance period:

  71. 2022-2024 LTIP PSU Awards and Payouts

    | Performance Measure | Weighting | Threshold (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | Total Payout |

  72. 2022-2024 LTIP PSU Awards and Payouts

    2022-2024 Cumulative Adjusted Net Income (in millions) 60%

  73. 2022-2024 LTIP PSU Awards and Payouts

    | Actual: $22,620(1) | | | | $22,024 | $23,073 | $24,759 |

  74. 2022-2024 LTIP PSU Awards and Payouts

    34.1% 2022-2024 Cumulative Operating Revenue (in billions) 40%

  75. 2022-2024 LTIP PSU Awards and Payouts

    | | | Actual: $501 | | | $463 | $486 | | $514 |

  76. 2022-2024 LTIP PSU Awards and Payouts

    61.0%

  77. 2022-2024 LTIP PSU Awards and Payouts

    | 2022-2024 Calculated PSU Payout (% of Target) | 95.1% |

  78. 2022-2024 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, 2024, 2023 and 2022. 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 2022 was recast to include the impact of our adoption of Accounting Standards Update 2018-12 (the "Accounting Standards Update 2018-12 Adoption"). The 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.

  79. 2022-2024 LTIP PSU Awards and Payouts

    | 2025 Proxy Statement | 53 |

  80. 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. 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.

  81. 2024-2026 LTIP PSU Awards

    2024-2026 LTIP PSU Awards For 2024, 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 2023. The PSUs granted in 2024 provide a payout opportunity of 0% to 200% of the target number of units granted. The target 2024-2026 cumulative Adjusted Net Income and 2024-2026 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.

  82. 2024-2026 LTIP PSU Awards

    | Performance Measure | Weighting | Threshold | Target | Maximum |

  83. 2024-2026 LTIP PSU Awards

    2024-2026 Cumulative Adjusted Net Income 60%

  84. 2024-2026 LTIP PSU Awards

    | 0% | 100% | 200% |

  85. 2024-2026 LTIP PSU Awards

    2024-2026 Cumulative Operating Revenue 40%

  86. 2024-2026 LTIP PSU Awards

    | 0% | 100% | 200% |

  87. 2025 LTIP Grant

    2025 LTIP Grant For the 2025 LTIP grant, the Committee replaced the three-year cumulative Adjusted Net Income performance measure with a three-year cumulative Adjusted Diluted Earnings Per Share measure to drive better alignment with current business and shareholder priorities. This change diversifies the financial metrics used in our annual and long-term incentive plans, provides an incentive for management to focus on maximizing investment opportunities and aligns with our external Adjusted Diluted Earnings Per Share growth commitments.

  88. 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 RSUs and PSUs 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.

  89. Recoupment Policy

    Recoupment Policy We operate under a clawback/recoupment policy for incentive compensation. This policy provides that our executive officers, including our NEOs, must forfeit and/or repay any erroneously awarded (as determined under the policy) "incentive-based compensation" received during the three completed fiscal years immediately preceding the date on which we would be required to prepare an accounting restatement of our financial statements as a result of material noncompliance with a financial reporting requirement, including to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For this purpose, "incentive-based compensation" means any compensation, whether paid in cash, stock, deferred compensation, or otherwise, that is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure. In addition to the mandatory recoupment described above, the policy also provides for discretionary forfeiture and recoupment of: •Equity-based compensation that is not subject to mandatory recoupment either because it is not incentive-based (e.g., time-vested RSUs and stock options) or it was received before the recipient became subject to the policy; and •Incentive-based compensation (as well as equity compensation and cash incentives that do not constitute incentive-based compensation) within an applicable lookback period, in the event of: •violation of a restrictive covenant (e.g., confidentiality, non-competition, non-solicitation and/or non-disparagement); or •misconduct, including breach of our Code of Conduct and intentional actions or a gross dereliction of the duty to reasonably monitor, supervise and/or manage the applicable conduct and risks that the Board determines has resulted in significant financial or reputational harm to our commercial interests and/or our market valuation. The Board will determine, on a case-by-case basis, if it is in the best interest of the Company and our shareholders to pursue discretionary recoupment in individual cases.

  90. Equity Grant Practices

    Equity Grant Practices Our annual equity grant is approved by the Committee and has been made on the first business day of March each year since 2006, unless otherwise specified by our Board or the Committee. The Committee has delegated authority to management to grant promotional, new hire and retention grants during the remainder of the year as follows: •No grants may be made to the CEO or other executive officers without Committee approval; •Grants are to be dated as of the first business day of the month concurrent with or following the promotion date, hire date or date that a retention grant was approved; and •Management reports off-cycle delegated grant activity at each regularly scheduled Committee meeting. Neither the Committee nor management grants equity awards in anticipation of the release of material nonpublic information, or otherwise takes material nonpublic information into account when determining the terms of equity awards, and we do not time the release of material nonpublic information based on equity award grant dates. We made our annual equity grant on March 1, 2024, in accordance with our standard practice, and filed a Current Report on Form 8-K on March 4, 2024 in connection with our participation at an investor conference. As described on page 52, the annual equity grant is made up of a combination of PSUs, stock options and RSUs, with stock options weighted at 25% of the annual award value.

  91. Equity Grant Practices

    | Name | Grant Date | Number of securities underlying the award | Exercise price of the award ($/Sh) | | Grant date fair value of the award | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following disclosure of material nonpublic information | | Gail Boudreaux | 3/1/2024 | 32,480 | | $499.11 | $4,199,989 | -0.15% | | Mark Kaye | 3/1/2024 | 10,633 | | $499.11 | $1,374,953 | -0.15% | | Peter Haytaian | 3/1/2024 | 9,280 | | $499.11 | $1,199,997 | -0.15% | | Felicia Norwood | 3/1/2024 | 9,280 | | $499.11 | $1,199,997 | -0.15% | | Morgan Kendrick | 3/1/2024 | 8,312 | | $499.11 | $1,074,825 | -0.15% |

  92. 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, 2024 and, where applicable, December 31, 2023 and December 31, 2022.

  93. Summary Compensation Table

    | Name & Principal Position | Year | Salary | Bonus (1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation (4) | Change in Pension Value & Non-qualified Deferred Compensation Earnings (5) | All Other Compensation (6) | Total | | Gail Boudreaux President and Chief Executive Officer (CEO) | 2024 | $1,600,000 | $— | $12,600,032 | $4,199,989 | $1,142,400 | $— | $929,555 | $20,471,976 | | | 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 | | Mark Kaye EVP and Chief Financial Officer (CFO) | 2024 | $900,000 | $— | $4,125,144 | $1,374,953 | $385,560 | $— | $87,487 | $6,873,144 | | | 2023 | $252,692 | $2,500,000 | $10,775,411 | $924,613 | $351,748 | $— | $54,737 | $14,859,201 | | Peter Haytaian EVP and President, Carelon and CarelonRx | 2024 | $950,000 | $— | $3,600,081 | $1,199,997 | $406,980 | $— | $188,069 | $6,345,127 | | | 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 | | Felicia Norwood EVP and President, Government Health Benefits | 2024 | $950,000 | $— | $3,600,081 | $1,199,997 | $406,980 | $— | $131,888 | $6,288,946 | | | 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 | | Morgan Kendrick EVP and President, Commercial and Specialty Health Benefits | 2024 | $850,000 | $— | $3,225,249 | $1,074,825 | $510,000 | $— | $133,400 | $5,793,474 |

  94. Summary Compensation Table

    (1)The amount in this column reflects a one-time cash award paid to Mr. Kaye upon the commencement of his employment with us to compensate him for forfeited bonus payments and other incentives from his prior employer. Mr. Kaye will be required to repay this cash bonus if he voluntarily resigns or is terminated for cause within three years of his start date. (2)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. 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 2024 and the PSUs granted in 2024 at the target level of performance and the maximum level of performance.

  95. Summary Compensation Table

    | Name | Restricted Stock Units Granted | Performance Stock Units | | | | | Target | Maximum | | Gail Boudreaux | $4,200,011 | $8,400,021 | $16,800,043 | | Mark Kaye | $1,375,048 | $2,750,096 | $5,500,192 | | Peter Haytaian | $1,200,360 | $2,399,721 | $4,799,442 | | Felicia Norwood | $1,200,360 | $2,399,721 | $4,799,442 | | Morgan Kendrick | $1,075,083 | $2,150,166 | $4,300,332 |

  96. Summary Compensation Table

    (3)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.

  97. Summary Compensation Table

    | 58 | |

  98. Summary Compensation Table

    (4)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 2024 (and paid in 2025) were 35.7% for Ms. Boudreaux, Mr. Kaye, Mr. Haytaian and Ms. Norwood and 50.0% for Mr. Kendrick. (5)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 the Elevance Health Cash Balance Plan A between the applicable measurement dates used for financial statement reporting purposes with respect to our audited financial statements. The value of Mr. Kendrick's benefits under this pension plan decreased by $2,608 in 2024, so, in accordance with the SEC's rules, no amount is shown in this column for Mr. Kendrick for 2024, and no other NEOs are participants in this plan or any of the Company's other pension plans. The amount was 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. (6)The amounts in the “All Other Compensation” column for 2024 include:

  99. 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 Boudreaux | $354,942 | $164,826 | $93,387 | $27,000 | $27,000 | $17,250 | $245,150 | $929,555 | | Mark Kaye | $— | $— | $15,639 | $15,000 | $11,848 | $17,250 | $27,750 | $87,487 | | Peter Haytaian | $8,637 | $— | $36,213 | $15,000 | $15,000 | $17,250 | $95,969 | $188,069 | | Felicia Norwood | $— | $— | $— | $15,000 | $15,000 | $17,250 | $84,638 | $131,888 | | Morgan Kendrick | $— | $— | $3,346 | $15,000 | $15,000 | $17,250 | $82,804 | $133,400 |

  100. 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 2024, the aggregate incremental cost to the Company for these flights was $164,826. 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 personal security benefits provided to Ms. Boudreaux and Mr. Haytaian, relocation benefits provided to Mr. Kaye in connection with his relocation to Indianapolis and the value of an executive physical provided to Mr. Kendrick. (d)Cash provided to the NEOs under the DEC as described on page 54. (e)Reimbursement of services such as financial planning, estate planning, tax preparation and associated legal fees under the DEC as described on page 54.

  101. Summary Compensation Table

    | 2025 Proxy Statement | 59 |

  102. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about AIP targets for 2024 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.

  103. Grants of Plan-Based Awards

    | | Grant Date | 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 | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Gail Boudreaux | | $960,000 | $3,200,000 | $6,400,000 | | | | | | | | | | 3/1/2024(4) | | | | 0 | 16,830 | 33,660 | | | | $8,400,021 | | | 3/1/2024(5) | | | | | | | 8,415 | | | $4,200,011 | | | 3/1/2024(6) | | | | | | | | 32,480 | $499.11 | $4,199,989 | | Mark Kaye | | $324,000 | $1,080,000 | $2,160,000 | | | | | | | | | | 3/1/2024(4) | | | | 0 | 5,510 | 11,020 | | | | $2,750,096 | | | 3/1/2024(5) | | | | | | | 2,755 | | | $1,375,048 | | | 3/1/2024(6) | | | | | | | | 10,633 | $499.11 | $1,374,953 | | Peter Haytaian | | $342,000 | $1,140,000 | $2,280,000 | | | | | | | | | | 3/1/2024(4) | | | | 0 | 4,808 | 9,616 | | | | $2,399,721 | | | 3/1/2024(5) | | | | | | | 2,405 | | | $1,200,360 | | | 3/1/2024(6) | | | | | | | | 9,280 | $499.11 | $1,199,997 | | Felicia Norwood | | $342,000 | $1,140,000 | $2,280,000 | | | | | | | | | | 3/1/2024(4) | | | | 0 | 4,808 | 9,616 | | | | $2,399,721 | | | 3/1/2024(5) | | | | | | | 2,405 | | | $1,200,360 | | | 3/1/2024(6) | | | | | | | | 9,280 | $499.11 | $1,199,997 | | Morgan Kendrick | | $306,000 | $1,020,000 | $2,040,000 | | | | | | | | | | 3/1/2024(4) | | | | 0 | 4,308 | 8,616 | | | | $2,150,166 | | | 3/1/2024(5) | | | | | | | 2,154 | | | $1,075,083 | | | 3/1/2024(6) | | | | | | | | 8,312 | $499.11 | $1,074,825 |

  104. Grants of Plan-Based Awards

    (1)These columns show the range of payouts targeted for 2024 performance under the AIP. The cash payouts for 2024 performance were made in March 2025 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. 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 41. 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 on March 1, 2024 vest on March 1, 2027. The Committee will determine the payout, based on our performance against the performance goals, after the end of the applicable 2024-2026 performance period. (5)Represents the number of RSUs granted to each NEO as an annual grant under the Long-Term Incentive Plan. 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. These stock options will vest in equal installments on the first three anniversaries of the grant date.

  105. Grants of Plan-Based Awards

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  106. 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, 2024. The table includes outstanding equity grants from past years, as well as the current year.

  107. 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 Boudreaux | | | | | 32,349 | $11,933,546 | 33,673 | $12,421,970 | | | 46,554 | — | $232.04 | 3/1/28 | | | | | | | 41,820 | — | $307.68 | 3/1/29 | | | | | | | 58,809 | — | $271.27 | 3/2/30 | | | | | | | 43,501 | — | $311.48 | 3/1/31 | | | | | | | 21,788 | 10,894 | $451.50 | 3/1/32 | | | | | | | 10,793 | 21,587 | $469.03 | 3/1/33 | | | | | | | — | 32,480 | $499.11 | 3/1/34 | | | | | | Mark Kaye | | | | | 16,273 | $6,003,110 | 9,713 | $3,583,126 | | | 2,692 | 5,384 | $440.19 | 10/2/33 | | | | | | | — | 10,633 | $499.11 | 3/1/34 | | | | | | Peter Haytaian | | | | | 8,885 | $3,277,677 | 9,392 | $3,464,709 | | | 4,908 | — | $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 | | | | | | | 11,533 | — | $311.48 | 3/1/31 | | | | | | | 4,786 | — | $428.76 | 11/1/31 | | | | | | | 5,888 | 2,944 | $451.50 | 3/1/32 | | | | | | | 2,937 | 5,875 | $469.03 | 3/1/33 | | | | | | | — | 9,280 | $499.11 | 3/1/34 | | | | |

  108. Outstanding Equity Awards at Fiscal Year-End

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  109. 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 Norwood | | | | | 8,885 | $3,277,677 | 9,392 | $3,464,709 | | | 10,313 | — | $307.68 | 3/1/29 | | | | | | | 15,926 | — | $271.27 | 3/2/30 | | | | | | | 11,533 | — | $311.48 | 3/1/31 | | | | | | | 5,888 | 2,944 | $451.50 | 3/1/32 | | | | | | | 2,937 | 5,875 | $469.03 | 3/1/33 | | | | | | | — | 9,280 | $499.11 | 3/1/34 | | | | | | Morgan Kendrick | | | | | 7,837 | $2,891,069 | 8,359 | $3,083,635 | | | 1,387 | — | $271.27 | 3/2/30 | | | | | | | 1,976 | — | $311.48 | 3/1/31 | | | | | | | 2,152 | — | $428.76 | 11/1/31 | | | | | | | 5,152 | 2,577 | $451.50 | 3/1/32 | | | | | | | 2,595 | 5,191 | $469.03 | 3/1/33 | | | | | | | — | 8,312 | $499.11 | 3/1/34 | | | | |

  110. 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:

  111. Outstanding Equity Awards at Fiscal Year-End

    | Option Expiration Date | Vesting Schedule | | 3/1/32 | All shares vest on March 1, 2025 | | 3/1/33 | Vests in equal installments on March 1, 2025 and March 1, 2026 | | 10/2/33 | Vests in equal installments on October 2, 2025 and October 2, 2026 | | 3/1/34 | Vests in equal installments on March 1, 2025, March 1, 2026 and March 1, 2027 |

  112. 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 2022, 2023 and 2024 and the number of shares vesting in 2025 for the 2022-2024 PSU performance period at their actual payout amount. As of December 31, 2024, the relevant performance conditions had been satisfied, but the awards were not vested until March 1, 2025. 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 2023 and 2024. 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 41. These unvested equity grants are detailed by vesting date in the table below.

  113. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Restricted Stock Units | Performance Stock Units Granted in 2022(i) | Performance Stock Units Granted in 2023 | Performance Stock Units Granted in 2024 | | Gail Boudreaux | 3/1/2025 | 8,344 | 15,587 | — | — | | | 3/1/2026 | 5,613 | — | 16,843 | — | | | 3/1/2027 | 2,805 | — | — | 16,830 |

  114. Outstanding Equity Awards at Fiscal Year-End

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  115. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Restricted Stock Units | Performance Stock Units Granted in 2022(i) | Performance Stock Units Granted in 2023 | Performance Stock Units Granted in 2024 | | Mark Kaye | 3/1/2025 | 918 | — | — | — | | | 10/2/2025 | 6,759 | — | — | — | | | 3/1/2026 | 918 | — | — | — | | | 10/2/2026 | 6,759 | — | 4,203 | — | | | 3/1/2027 | 919 | — | — | 5,510 | | Peter Haytaian | 3/1/2025 | 2,304 | 4,213 | — | — | | | 3/1/2026 | 1,566 | — | 4,584 | — | | | 3/1/2027 | 802 | — | — | 4,808 | | Felicia Norwood | 3/1/2025 | 2,304 | 4,213 | — | — | | | 3/1/2026 | 1,566 | — | 4,584 | — | | | 3/1/2027 | 802 | — | — | 4,808 | | Morgan Kendrick | 3/1/2025 | 2,039 | 3,686 | — | — | | | 3/1/2026 | 1,394 | — | 4,051 | — | | | 3/1/2027 | 718 | — | — | 4,308 |

  116. Outstanding Equity Awards at Fiscal Year-End

    (i) This column includes the unvested PSUs granted for the 2022-2024 performance period. The number of PSUs reported in this column reflects the number of shares earned for the 2022-2024 performance period, but the awards did not vest until March 1, 2025. (3)These amounts are calculated by multiplying $368.90, the closing price of our common stock on December 31, 2024, by the applicable number of shares.

  117. 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 2024. 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.

  118. 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 Boudreaux | — | — | 43,588 | $22,394,028 | | Mark Kaye | — | — | 6,758 | $3,456,920 | | Peter Haytaian | 15,000 | $4,998,150 | 15,779 | $7,760,160 | | Felicia Norwood | 7,516 | $2,217,746 | 11,591 | $5,954,839 | | Morgan Kendrick | — | — | 5,801 | $2,816,573 |

  119. Option Exercises and Stock Vested

    (1)The table includes the following shares: •Shares that vested pursuant to the 2021 annual grant: Ms. Boudreaux — 3,532 RSUs and 34,517 PSUs; Mr. Haytaian — 937 RSUs and 9,152 PSUs; Ms. Norwood — 937 RSUs and 9,152 PSUs; and Mr. Kendrick — 241 RSUs and 2,354 PSUs. •Shares that vested pursuant to the 2022 annual grant: Ms. Boudreaux — 2,732 RSUs; Mr. Haytaian — 738 RSUs; Ms. Norwood — 738 RSUs; and Mr. Kendrick — 646 RSUs. •Shares that vested pursuant to the 2023 annual grant: Ms. Boudreaux — 2,807 RSUs; Mr. Haytaian — 764 RSUs; Ms. Norwood — 764 RSUs; and Mr. Kendrick — 675 RSUs. •Mr. Haytaian had 389 RSUs and 3,799 PSUs vest pursuant to a 2021 retention stock grant. •Mr. Kendrick had 175 RSUs and 1,710 PSUs vest pursuant to a 2021 promotion stock grant. •Mr. Kaye had 6,758 RSUs vest pursuant to a 2023 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.

  120. Option Exercises and Stock Vested

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  121. 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, 2024. 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. Mr. Kendrick is the only NEO who was a participant at the time the plan was frozen.

  122. 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 Boudreaux | N/A | — | — | — | | Mark Kaye | N/A | — | — | — | | Peter Haytaian | N/A | — | — | — | | Felicia Norwood | N/A | — | — | — | | Morgan Kendrick | Elevance Health Cash Balance Plan A | 8.75 | $180,071 | — |

  123. Pension Benefits

    (1)Mr. Kendrick'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.

  124. 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 2024.

  125. 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 Boudreaux | $284,380 | $245,150 | $1,070,058 | — | $5,892,735 | | Mark Kaye | $31,000 | $27,750 | $4,607 | — | $87,072 | | Peter Haytaian | $105,362 | $95,969 | $195,999 | — | $1,833,121 | | Felicia Norwood | $135,275 | $84,638 | $103,938 | — | $1,247,285 | | Morgan Kendrick | $186,608 | $82,804 | $820,784 | — | $5,731,212 |

  126. 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.

  127. Non-Qualified Deferred Compensation

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  128. 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, 2024. No NEO is entitled to any payments or benefits upon termination for cause.

  129. 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 Boudreaux | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $15,120,000 | $3,200,000 | $24,651,743 | $162,000 | $39,264 | $7,750 | $43,180,757 | | Termination without Cause or for Good Reason(5) | $9,600,000 | $1,142,400 | $17,111,058 | $108,000 | $26,176 | $7,750 | $27,995,384 | | Retirement(6) | — | — | — | — | — | — | — | | Resignation(7) | — | — | — | — | — | — | — | | Death | — | $1,142,400 | $24,651,743 | — | — | — | $25,794,143 | | Long-Term Disability | — | $1,142,400 | $24,651,743 | — | — | — | $25,794,143 | | Mark Kaye | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $4,158,000 | $1,080,000 | $9,586,235 | — | $26,176 | $7,750 | $14,858,161 | | Termination without Cause or for Good Reason(5) | $3,960,000 | $385,560 | $6,988,073 | — | $26,176 | $7,750 | $11,367,559 | | Retirement(6) | — | — | — | — | — | — | — | | Resignation(7) | — | — | — | — | — | — | — | | Death | — | $385,560 | $9,586,235 | — | — | — | $9,971,795 | | Long-Term Disability | — | $385,560 | $9,586,235 | — | — | — | $9,971,795 | | Peter Haytaian | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $6,583,500 | $1,140,000 | $6,822,437 | $90,000 | $39,264 | $7,750 | $14,682,951 | | Termination without Cause or for Good Reason(5) | $4,180,000 | $406,980 | $4,996,751 | $60,000 | $26,176 | $7,750 | $9,677,657 | | Retirement(6) | — | $406,980 | $4,996,751 | — | — | — | $5,403,731 | | Resignation(7) | — | $406,980 | $4,996,751 | — | — | — | $5,403,731 | | Death | — | $406,980 | $6,822,437 | — | — | — | $7,229,417 | | Long-Term Disability | — | $406,980 | $6,822,437 | — | — | — | $7,229,417 | | Felicia Norwood | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $4,389,000 | $1,140,000 | $6,822,437 | — | $26,176 | $7,750 | $12,385,363 | | Termination without Cause or for Good Reason(5) | $4,180,000 | $406,980 | $4,996,751 | — | $26,176 | $7,750 | $9,617,657 | | Retirement(6) | — | $406,980 | $4,996,751 | — | — | — | $5,403,731 | | Resignation(7) | — | $406,980 | $4,996,751 | — | — | — | $5,403,731 | | Death | — | $406,980 | $6,822,437 | — | — | — | $7,229,417 | | Long-Term Disability | — | $406,980 | $6,822,437 | — | — | — | $7,229,417 |

  130. Potential Payments Upon Termination

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  131. 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 | | Morgan Kendrick | | | | | | | | | Termination without Cause or for Good Reason following a change-in-control(4) | $5,890,500 | $1,020,000 | $6,044,795 | $90,000 | $39,264 | $7,750 | $13,092,309 | | Termination without Cause or for Good Reason(5) | $3,740,000 | $510,000 | $4,417,209 | $60,000 | $26,176 | $7,750 | $8,761,135 | | Retirement(6) | — | $510,000 | $4,417,209 | — | — | — | $4,927,209 | | Resignation(7) | — | $510,000 | $4,417,209 | — | — | — | $4,927,209 | | Death | — | $510,000 | $6,044,795 | — | — | — | $6,554,795 | | Long-Term Disability | — | $510,000 | $6,044,795 | — | — | — | $6,554,795 |

  132. 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 at 100% of target 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. Haytaian, Ms. Norwood and Mr. Kendrick are 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, unless the NEO is retirement eligible, in which case they will be eligible for continued vesting of all unvested options and RSUs. 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 31, 2024 ($368.90) 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 $368.90, the market price of a share of our common stock on December 31, 2024, and assuming for purposes of the PSUs granted in 2023 and 2024 that we will achieve target performance for the performance period. (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. Kendrick 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 54 and (5) a three-year continuation of health and life insurance coverage. Mr. Kaye and Ms. Norwood 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. Kendrick, 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. Haytaian, Ms. Norwood and Mr. Kendrick are eligible for retirement treatment under the AIP or the Long-Term Incentive Plan as of December 31, 2024. (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, 2024 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, 2024, a full AIP payout would be earned only by Mr. Haytaian, Ms. Norwood and Mr. Kendrick, who are retirement eligible under the AIP. In the event of a resignation prior to November 1, 2026, Mr. Kaye will be required to repay the one-time cash award of $2,500,000, which was paid upon the commencement of his employment with us to compensate him for forfeited bonus payments and other incentives from his prior employer.

  133. Potential Payments Upon Termination

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  134. Potential Payments Upon Termination

    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.

  135. 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 2024: •The annual total compensation of the median employee of our Company, as described below, was $55,372. •The annual total compensation of our CEO as reported in the Summary Compensation Table included on page 58 of this Proxy Statement was $20,471,976. •Based on this information for 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 370:1. As of December 31, 2024, our employee population, including all full-time, part-time and temporary workers, consisted of approximately 104,343 individuals. We elected to exclude all of our employees in Ireland (407 employees) and Israel (37 employees) from our determination of the median employee. The median employee was selected from an adjusted employee population of 103,898 employees, consisting of 76,307 employees in the United States (excluding our CEO), 17,245 employees in India and 10,346 employees in the Philippines, who, in each case, were employed on December 31, 2024. 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, 2024. •We compared the payroll data for the 103,898 employees described above using a compensation measure consisting of total base pay-related wages paid during 2024. 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.

  136. CEO Pay Ratio

    | 2025 Proxy Statement | 67 |

  137. Pay versus Performance

    Pay versus Performance

  138. Pay versus Performance Table

    Pay versus Performance Table

  139. 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) | | | | 2024 | $20,471,976 | $(3,957,314) | $6,325,173 | $(256,544) | 130 | 147 | $5,971 | $7,677 | | 2023 | $21,889,039 | $16,222,856 | $8,918,210 | $8,173,085 | 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 |

  140. Pay versus Performance Table

    (1)The PEO for each of the years presented was Gail Boudreaux and the non-PEO NEOs for 2020, 2021 and 2022 were John Gallina, Peter Haytaian, Gloria McCarthy and Felicia Norwood. The non-PEO NEOs for 2023 were Mark Kaye, Peter Haytaian, Felicia Norwood, Blair Todt and John Gallina. The non-PEO NEOs for 2024 were Mark Kaye, Peter Haytaian, Felicia Norwood and Morgan Kendrick. To calculate Compensation Actually Paid for 2024, 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:

  141. Pay versus Performance Table

    | | 2024 | | | Adjustments | PEO ($) | Average of Non-PEO NEOs ($) | | SCT Total | $20,471,976 | $6,325,173 | | Add / (Subtract): | | | | Adjustments for defined benefit and actuarial pension plans(i) | $— | $— | | Adjustments for stock and option awards(ii): | | | | SCT amounts | $(16,800,021) | $(4,850,082) | | Year-end fair value for awards granted in the covered year | $9,163,524 | $2,645,418 | | Change in fair value of outstanding unvested awards from prior years | $(18,309,520) | $(4,567,147) | | 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 | $1,516,727 | $190,094 | | 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 | $(3,957,314) | $(256,544) |

  142. 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. Kendrick. The value of Mr. Kendrick's benefits under such pension plans decreased by $2,608 in 2024, so, in accordance with the SEC's rules, no amount is shown for 2024. No other NEO is eligible for benefits under a defined benefit or actuarial pension plan. (ii)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 2024 and the year-over-year changes in the fair values of stock options outstanding at the end of, or that vested during, 2024 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:

  143. Pay versus Performance Table

    | Calendar Year | Risk-Free Interest Rate | Volatility Factor | Dividend Yield (Annual) | | 2024 | 3.74 - 4.56% | 29 - 32% | 1.3 - 1.8% |

  144. Pay versus Performance Table

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  145. Pay versus Performance Table

    The fair value of PSUs that vested during 2024 was calculated using the actual performance results of 162.9% as described in the Compensation Discussion & Analysis in the 2024 Proxy Statement. The fair value of PSUs that will vest during 2025 was calculated using the actual performance results of 95.1% 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 is forecasted to be below the target level of performance. (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 2024, these additional adjustments included a $17.3 million decrease related to 2024 acquisitions. For 2023, these additional adjustments included a $29.3 million net decrease to exclude 2023 acquisitions 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 exclude 2022 acquisitions and other non-material administrative adjustments. For 2021, these additional 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 exclude 2021 acquisitions and other non-material administrative adjustments. For 2020, these additional adjustments included a $267.3 million increase related to our response to the COVID-19 pandemic.

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

    •FOR Proposal 1 — election of each director nominee