ELEVANCE HEALTH, INC., DEF 14A filed on 3/27/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Elevance Health, Inc.
Entity Central Index Key 0001156039
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, 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
Shareholders'
Net Income(5)
(millions)
Total
Shareholder
Return(2)
Peer Group
Total
Shareholder
Return(2)(3)
2025$22,582,314 $18,785,570 $7,206,610 $5,891,938 117148$5,661 $6,741 
2024$20,471,976 $(3,957,314)$6,325,173 $(256,544)121129$5,971 $7,677 
2023$21,889,039 $16,222,856 $8,918,210 $8,173,085 152126$5,991 $7,838 
2022$20,931,081 $35,256,056 $6,710,732 $10,889,052 163124$5,888 $7,008 
2021$19,348,241 $50,432,186 $6,446,802 $15,664,365 146126$6,149 $6,300 
        
Company Selected Measure Name Adjusted Shareholders' Net Income        
Named Executive Officers, Footnote The PEO for each of the years presented was Gail Boudreaux and the non-PEO NEOs for 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 and 2025 were Mark Kaye, Peter Haytaian, Felicia Norwood and Morgan Kendrick.        
Peer Group Issuers, Footnote 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.        
PEO Total Compensation Amount $ 22,582,314 $ 20,471,976 $ 21,889,039 $ 20,931,081 $ 19,348,241
PEO Actually Paid Compensation Amount $ 18,785,570 (3,957,314) 16,222,856 35,256,056 50,432,186
Adjustment To PEO Compensation, Footnote To calculate Compensation Actually Paid for 2025, 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:
2025
AdjustmentsPEOAverage of
Non-PEO NEOs
SCT Total$22,582,314 $7,206,610 
Add / (Subtract):
Adjustments for defined benefit and actuarial pension plans(i)
$— $(5,854)
Adjustments for stock and option awards(ii):
SCT amounts$(17,640,042)$(5,197,525)
Year-end fair value for awards granted in the covered year$11,964,416 $3,525,208 
Change in fair value of outstanding unvested awards from prior years$1,221,298 $291,757 
Vesting date fair value of awards granted and vesting during covered year$— $— 
Change in fair value for prior year awards that vested during the covered year$657,584 $71,742 
Fair value of awards forfeited during the covered year$— $— 
Dividends or other earnings paid on awards in the covered year prior to vesting $— $— 
Compensation Actually Paid$18,785,570 $5,891,938 
(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. 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.
        
Non-PEO NEO Average Total Compensation Amount $ 7,206,610 6,325,173 8,918,210 6,710,732 6,446,802
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,891,938 (256,544) 8,173,085 10,889,052 15,664,365
Adjustment to Non-PEO NEO Compensation Footnote To calculate Compensation Actually Paid for 2025, 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:
2025
AdjustmentsPEOAverage of
Non-PEO NEOs
SCT Total$22,582,314 $7,206,610 
Add / (Subtract):
Adjustments for defined benefit and actuarial pension plans(i)
$— $(5,854)
Adjustments for stock and option awards(ii):
SCT amounts$(17,640,042)$(5,197,525)
Year-end fair value for awards granted in the covered year$11,964,416 $3,525,208 
Change in fair value of outstanding unvested awards from prior years$1,221,298 $291,757 
Vesting date fair value of awards granted and vesting during covered year$— $— 
Change in fair value for prior year awards that vested during the covered year$657,584 $71,742 
Fair value of awards forfeited during the covered year$— $— 
Dividends or other earnings paid on awards in the covered year prior to vesting $— $— 
Compensation Actually Paid$18,785,570 $5,891,938 
(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. 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.
        
Compensation Actually Paid vs. Total Shareholder Return
As shown in the following charts, the PEO and other NEOs' Compensation Actually Paid has varied significantly each year and has not followed the fluctuations in Adjusted Shareholders' Net Income and Net Income. This is primarily due to the significant emphasis we place on equity-based compensation, which is sensitive to changes in our stock price and is more closely aligned with our Total Shareholder Return.
4499 4501
        
Compensation Actually Paid vs. Net Income
As shown in the following charts, the PEO and other NEOs' Compensation Actually Paid has varied significantly each year and has not followed the fluctuations in Adjusted Shareholders' Net Income and Net Income. This is primarily due to the significant emphasis we place on equity-based compensation, which is sensitive to changes in our stock price and is more closely aligned with our Total Shareholder Return.
4499 4501
        
Tabular List, Table
Most Important Measures for Determining NEO Pay
Adjusted Shareholders' Net IncomeOperating Revenue
Adjusted Shareholders' Net Income GrowthTotal Revenue Growth
Adjusted EPS
        
Total Shareholder Return Amount $ 117 121 152 163 146
Peer Group Total Shareholder Return Amount 148 129 126 124 126
Net Income (Loss) $ 5,661,000,000 $ 5,971,000,000 $ 5,991,000,000 $ 5,888,000,000 $ 6,149,000,000
Company Selected Measure Amount 6,741,000,000 7,677,000,000 7,838,000,000 7,008,000,000 6,300,000,000
PEO Name Gail Boudreaux        
Additional 402(v) Disclosure
The fair values of stock options granted as of the end of 2025 and the year-over-year changes in the fair values of stock options outstanding at the end of, or that vested during, 2025 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:
Calendar YearRisk-Free Interest RateVolatility FactorDividend Yield (Annual)
20253.94 - 4.13%30 - 34%1.7 - 2.0%
The fair value of PSUs that vested during 2025 was calculated using the actual performance results of 95.1% as described in the Compensation Discussion & Analysis in the 2024 Proxy Statement.
The fair value of PSUs that will vest during 2026 was calculated using the actual PSU payout percentage of 62.5% 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.
Based upon an initial investment of $100 on December 31, 2020 with dividends reinvested.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.Our Company-selected measure is “Adjusted Shareholders' 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 2025, these additional adjustments included a $62.7 million decrease related to 2025 acquisitions. 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. 		       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Shareholders' Net Income        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Shareholders' Net Income Growth        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted EPS        
Measure:: 4          
Pay vs Performance Disclosure          
Name Operating Revenue        
Measure:: 5          
Pay vs Performance Disclosure          
Name Total Revenue Growth        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (17,640,042)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,964,416        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,221,298        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 657,584        
PEO | Equity Awards Granted During the Year, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Equity Awards that Failed to Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,854)        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,197,525)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,525,208        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 291,757        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 71,742        
Non-PEO NEO | Equity Awards Granted During the Year, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
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 non-public 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.
Award Timing Method
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.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered
Neither the Committee nor management grants equity awards in anticipation of the release of material non-public 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.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true