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2023 Proxy Statement
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Page 95 of 95
2023 Proxy Statement
About Elevance HealthLetter from Our President and Chief Executive OfficerLetter from Independent Chair of the BoardNotice of Annual Meeting of ShareholdersTable of ContentsProxy Summary
Corporate GovernanceProposal 1 - Election of DirectorsThe Board of Directors- Identifying and Evaluating Nominees for Directors- Director QualificationsBiographical Information on Director Nominees and Continuing DirectorsBoard's Role and Responsibilities- Board Role in Risk Oversight- Corporate Responsibility- Shareholder Engagement- Communications with the BoardBoard Structure- Board Leadership Structure- Director Independence- Board Meetings, Executive Sessions and Attendance- Standing Committees of the BoardBoard Practices, Processes and Policies- Corporate Governance Policies and Practices- Director Evaluation Process- Director Orientation and Continuing Education- Review and Approval of Transactions with Related Persons- Compensation of Non-Employee Directors- Directors' Compensation Table- Board Equity Compensation and Stock Ownership Guidelines
Executive CompensationProposal 2 - Advisory Vote to Approve the Compensation of Our Named Executive OfficersCompensation Discussion & Analysis- Executive Summary- Compensation Decision-Making Process- Elements of Total Rewards- Primary Components of 2022 Target Compensation- 2022 Compensation Decisions- Compensation Policies and PracticesCompensation and Talent Committee ReportCompensation Tables- Summary Compensation Table- Grants of Plan-Based Awards- Outstanding Equity Awards at Fiscal Year-End- Option Exercises and Stock Vested- Pension Benefits- Non-Qualified Deferred Compensation- Potential Payments Upon TerminationCEO Pay RatioPay versus PerformanceProposal 3 - Advisory Vote on the Frequency of the Say-on-Pay Vote
Audit MattersAudit Committee MattersProposal 4 - Ratification of the Appointment of Independent Registered Public Accounting FirmThe Audit Committee's Consideration of Independence of Independent Registered Public Accounting FirmIndependent Registered Public Accounting Firm's FeesAudit Committee Pre-Approval PolicyAudit Committee Report
Shareholder ProposalsProposal 5 - Shareholder Proposal to Allow Shareholders Owning 10% or More of Our Common Stock to Call a Special Meeting of ShareholdersProposal 6 - Shareholder Proposal Requesting Annual Reporting from Third Parties Seeking Financial Support
Security OwnershipSecurity Ownership of Certain Beneficial Owners and Management- Stock Held by 5% or More Beneficial Owners- Stock Held by Directors, Nominees and Executive Officers
Voting & Meeting InformationInformation on Voting and the Annual MeetingAnnex A - Elevance Health, Inc. GAAP ReconciliationCorporate Responsibility Recognitions & Ratings
Meet the Board 2023 Proxy Statement
2023 Proxy StatementAbout Elevance HealthLetter from Our President and Chief Executive OfficerLetter from Independent Chair of the BoardNotice of Annual Meeting of ShareholdersTable of ContentsProxy Summary
Corporate GovernanceCorporate GovernanceProposal 1 - Election of DirectorsThe Board of Directors- Identifying and Evaluating Nominees for Directors- Director QualificationsBiographical Information on Director Nominees and Continuing DirectorsBoard's Role and Responsibilities- Board Role in Risk Oversight- Corporate Responsibility- Shareholder Engagement- Communications with the BoardBoard Structure- Board Leadership Structure- Director Independence- Board Meetings, Executive Sessions and Attendance- Standing Committees of the BoardBoard Practices, Processes and Policies- Corporate Governance Policies and Practices- Director Evaluation Process- Director Orientation and Continuing Education- Review and Approval of Transactions with Related Persons- Compensation of Non-Employee Directors- Directors' Compensation Table- Board Equity Compensation and Stock Ownership Guidelines
Executive CompensationExecutive CompensationProposal 2 - Advisory Vote to Approve the Compensation of Our Named Executive OfficersCompensation Discussion & Analysis- Executive Summary- Compensation Decision-Making Process- Elements of Total Rewards- Primary Components of 2022 Target Compensation- 2022 Compensation Decisions- Compensation Policies and PracticesCompensation and Talent Committee ReportCompensation Tables- Summary Compensation Table- Grants of Plan-Based Awards- Outstanding Equity Awards at Fiscal Year-End- Option Exercises and Stock Vested- Pension Benefits- Non-Qualified Deferred Compensation- Potential Payments Upon TerminationCEO Pay RatioPay versus PerformanceProposal 3 - Advisory Vote on the Frequency of the Say-on-Pay Vote
Audit MattersAudit MattersAudit Committee MattersProposal 4 - Ratification of the Appointment of Independent Registered Public Accounting FirmThe Audit Committee's Consideration of Independence of Independent Registered Public Accounting FirmIndependent Registered Public Accounting Firm's FeesAudit Committee Pre-Approval PolicyAudit Committee Report
Shareholder ProposalsShareholder ProposalsProposal 5 - Shareholder Proposal to Allow Shareholders Owning 10% or More of Our Common Stock to Call a Special Meeting of ShareholdersProposal 6 - Shareholder Proposal Requesting Annual Reporting from Third Parties Seeking Financial Support
Security OwnershipSecurity OwnershipSecurity Ownership of Certain Beneficial Owners and Management- Stock Held by 5% or More Beneficial Owners- Stock Held by Directors, Nominees and Executive Officers
Voting & Meeting InformationVoting & Meeting InformationInformation on Voting and the Annual MeetingAnnex A - Elevance Health, Inc. GAAP ReconciliationCorporate Responsibility Recognitions & Ratings
Meet the Board |
Meet the Board Menu
Welcome to Meet the Board. Use the menu above or click on any name, qualification, or committee to learn more.
Age: 67
Director Since: 2011
Independent Director
Term Expires: 2026
Committees:
Age: 61
Director Since: 2018
Independent Director
Term Expires: 2025
Committees:
Age: 67
Director Since: 2004
Independent Director
Term Expires: 2024
Committees:
Age: 53
Director Since: 2019
Independent Director
Term Expires: 2025
Committees:
Age: 73
Director Since: 2013
Independent Chair of the Board
Term Expires: 2025
Committees:
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
Gail K. Boudreaux
Age: 62
Director since: 2017
President and CEO
Three-year term to expire at the 2026 Annual Meeting of Shareholders Skills, Experiences
and Attributes
Education
M.B.A., Columbia Business School; B.A., Dartmouth College
Director Qualifications
Ms. Boudreaux brings significant CEO, healthcare industry, insurance, finance and
technology experience to the Board from her chief executive and other executive
positions with several healthcare and insurance organizations and participation in
numerous associations in the healthcare industry. Ms. Boudreaux’s positions also
provided her with regulatory and public policy experience due to the highly-regulated
nature of these organizations. She also gained financial and technology experience
through her service as a director and as a member of the audit committee and
technology operations committee of several public companies, including a medical
device company and a biotechnology company. In addition, she has gained ESG
experience, including related to diversity, equity and inclusion (“DEI”) and climate
matters, through her CEO role at Elevance Health.
Professional and Other Experience
Other Public Board Service
R. Kerry Clark
Age: 70
Director since: 2014
Independent Director
Three-year term to expire at the 2026 Annual Meeting of Shareholders Skills, Experiences
and Attributes
Education
Director Qualifications
Mr. Clark has extensive CEO, healthcare industry, marketing and consumer insights, and
finance experience through his positions as Chairman and CEO of a major healthcare
services organization, and as a senior executive at an international consumer products
company, where he served in several positions involving marketing, advertising and
product development of healthcare and other consumer products. Also, he has
healthcare experience through his service on a hospital’s board of directors and ESG
experience, including related to DEI, through his roles as lead director and chair of the
governance committee of a public company. Mr. Clark qualifies as an “audit committee
financial expert” under the rules of the Securities and Exchange Commission (“SEC”).
Professional and Other Experience
Other Public Board Service
Susan D. DeVore
Age: 64
Director since: 2021
Independent Director
Term expires at the 2025 Annual Meeting of Shareholders Skills, Experiences
and Attributes
Education
Director Qualifications
Ms. DeVore brings extensive healthcare industry, CEO and executive leadership
experience to the Board gained through her past President and CEO positions at a
healthcare improvement company that serves thousands of hospitals and other
healthcare providers. She also gained technology experience in connection with her
oversight of the healthcare improvement company’s technology/services segment and
regulatory experience due to its highly-regulated nature. In addition, Ms. DeVore has
finance experience as a former partner and region and sector leader at Ernst & Young
LLP. Ms. DeVore qualifies as an “audit committee financial expert.”
Professional and Other Experience
Other Public Board Service
Robert L. Dixon, Jr.
Age: 67
Director since: 2011
Independent Director
Three-year term to expire at the 2026 Annual Meeting of Shareholders
Committees:
Skills, Experiences
and Attributes
Education
Director Qualifications
Mr. Dixon has extensive technology experience through his position as Global Chief
Information Officer of a large public company, his ownership of a digital and information
technology consulting business, and his service on the CIO advisory board for another
large public company. He also has significant marketing and consumer insights
experience through his senior positions at two large public companies, both of which
have global retail consumer product focus. Mr. Dixon has ESG experience, including
related to DEI and climate matters, through his role as chair of the governance
committee of a public company and his several executive and academic board positions.
Professional and Other Experience
Other Public Board Service
Lewis Hay, III
Age: 67
Director since: 2013
Independent Director
Term expires at the 2024 Annual Meeting of Shareholders Skills, Experiences
and Attributes
Education
Director Qualifications
Mr. Hay brings extensive CEO, finance and regulatory and public policy experience to
the Board through his positions as CEO, Chairman and CFO of a large utility company
which was subject to significant regulation and oversight. He also has ESG experience
related to climate from his management of the utility’s expansion of renewable energy
sources. In addition, Mr. Hay has marketing and consumer insights experience from his
service as an officer of a large utility company and a director of a financial services
company, and technology experience from his service as a director of an information
technology company. Mr. Hay qualifies as an “audit committee financial expert.”
Professional and Other Experience
Other Public Board Service
Bahija Jallal
Age: 61
Director since: 2018
Independent Director
Term expires at the 2025 Annual Meeting of Shareholders
Committees:
Skills, Experiences
and Attributes
Education
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
Other Public Board Service
Antonio F. Neri
Age: 55
Director since: 2017
Independent Director
Term expires at the 2024 Annual Meeting of Shareholders
Committees:
Skills, Experiences
and Attributes
Education
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
Other Public Board Service
Ramiro G. Peru
Age: 67
Director since: 2004
Independent Director
Term expires at the 2024 Annual Meeting of Shareholders
Committees:
Skills, Experiences
and Attributes
Education
B.S., University of Arizona
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
Other Public Board Service
Ryan M. Schneider
Age: 53
Director since: 2019
Independent Director
Term expires at the 2025 Annual Meeting of Shareholders
Committees:
Skills, Experiences
and Attributes
Education
Director Qualifications
Mr. Schneider brings significant CEO, COO, finance, marketing and consumer insights
and technology experience to the Board from his current CEO position at a real estate
services company. In addition, Mr. Schneider has finance experience through his past
leadership positions at a financial services organization. These positions also provided
him with regulatory and public policy experience through his oversight of compliance with
consumer and safety regulations, and due to the highly-regulated nature of the banking
industry. He also gained insurance industry experience when he was employed as a
consultant by multiple insurance companies while at McKinsey & Company.
Professional and Other Experience
Other Public Board Service
Deanna D. Strable
Age: 54
Director since: 2022
Independent Director
Three-year term to expire at the 2026 Annual Meeting of Shareholders
Committees:
Skills, Experiences
and Attributes
Education
Director Qualifications
Ms. Strable brings extensive executive leadership, insurance industry and regulatory
experience to the Board, gained through her CFO and other executive positions with a
global financial services company. She also has healthcare industry experience from her
role as President of an insurance solutions division of a financial services company that
provides specialty health insurance products. In addition, Ms. Strable has significant
finance and capital markets experience through her current position as CFO of a public
company, with oversight responsibility for financial reporting, capital markets and
corporate finance. Ms. Strable qualifies as an “audit committee financial expert.”
Professional and Other Experience
Other Public Board Service
Elizabeth E. Tallett
Age: 73
Director since: 2013
Independent Chair of the Board Since: 2018
Term expires at the 2025 Annual Meeting of Shareholders
Committees:
Skills, Experiences
and Attributes
Education
Director Qualifications
Ms. Tallett brings significant CEO, finance, healthcare industry, insurance industry and
marketing and consumer insights experience to the Board from her chief executive, other
management and board positions in several healthcare, insurance and pharmaceutical
organizations. These positions also provided her with regulatory and public policy
experience due to the highly-regulated nature of these organizations. She also has ESG
experience gained through her roles as a lead director and as a member of the
governance committees of several public companies.
Professional and Other Experience
Other Public Board Service
CEO
Contributes to the Board’s understanding of complex operations, business strategy and risk
management and demonstrated leadership ability at the highest level
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
COO / Executive Leadership
Contributes to the Board’s understanding of complex operations, business strategy and risk
management and demonstrated leadership ability
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
Insurance Industry
Contributes to the Board’s understanding of insurance operations and the industry’s complex
regulatory requirements, as well as the competitive environment
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
Finance / Capital Markets
Valuable for evaluating our financial reporting process, financial management and capital
allocations (dividends/share repurchases/financings)
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
Healthcare Industry
Contributes to the Board’s understanding of the providers of healthcare services and
products and issues related to simplifying healthcare
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
Marketing / Consumer Insights
Contributes to the Board’s understanding of changing market conditions and consumer
trends and expectations
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
Technology
Contributes to the Board’s understanding of technology, including the use of new
technologies in providing our products and services, as well as cybersecurity risks
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
Regulatory / Public Policy
Contributes to the Board’s understanding of complex regulatory and public policy issues
facing us as a highly-regulated entity
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
ESG
Contributes to the Board’s understanding of leading corporate governance practices and
environmental and social sustainability initiatives
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
Diversity
Gender and racial/ethnic diversity provide different perspectives to the Board to foster
innovation and inclusion
Board Commitment to Diversity
Diversity is a cornerstone value and priority for our
Board.
Audit Committee
Meetings Held in 2022: 8
Members:
Principal Responsibilities:
See “Audit Committee Matters — Audit Committee Report” and
“Corporate Governance
— Board’s Role and Responsibilities — Board Role in Risk Oversight”.
The Audit Committee met separately at several meetings during 2022 with executive
management (including the CFO and the Chief Legal Officer), the Chief Accounting
Officer, the Chief Internal Audit Executive, the Chief Risk Officer, the Chief Compliance
Officer and the independent registered public accounting firm.
The Board has determined that each of the members of the Audit Committee is “independent” as defined by the rules of the SEC and the NYSE listing standards. The Board has determined that each of the Audit Committee members is an “audit committee financial expert” as defined by the SEC’s rules. Compensation and Talent Committee
Meetings Held in 2022: 4
Members:
Principal Responsibilities:
Compensation Committee Interlocks and Insider Participation:
All members of the Compensation and Talent Committee are “non-employee directors”
within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and “independent” within the meaning of the NYSE listing standards.
None of the Compensation and Talent Committee members is or has been an officer or
employee of the Company or, during 2022, was involved in a related person transaction
requiring disclosure under Item 404 of Regulation S-K. During 2022, none of our executive
officers served as a member of the board of directors or compensation committee of any
other company that had an executive officer serving on our Board or our Compensation
and Talent Committee.
Governance Committee
Meetings Held in 2022: 4
Members:
Principal Responsibilities:
The Board has determined that each of the members of the Governance Committee is
“independent” as defined by the NYSE listing standards.
Finance Committee
Meetings Held in 2022: 6
Members:
Principal Responsibilities:
The Board has determined that each of the members of the Finance Committee is
“independent” as defined by the NYSE listing standards.
|
Page 95 of 95
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