8-KLeadership Changes

Elevance Health, Inc. 8-K Report, Executive Changes (Aug 27, 2007)

Filed August 27, 2007For Securities:ELV

Summary

This Form 8-K filing by WellPoint, Inc. (now Elevance Health, Inc.) reports on a compensatory arrangement for Alice F. Rosenblatt, Executive Vice President, Integration and Information Management Officer and Chief Actuary. The company has entered into an oral agreement detailing a potential cash award and a restricted stock unit grant, both tied to specific performance and employment conditions. These arrangements are designed to incentivize key executive performance and retention within the organization. Investors should note the performance metrics involved, as they can provide insight into the company's strategic priorities for expense management and earnings per share growth. The cash award of up to $500,000 is contingent on the company achieving specified administrative expense management targets in 2008, payable in early 2009. The restricted stock unit grant, comprising 6,500 shares, is subject to vesting on January 1, 2009, and is contingent on the company's 2007 adjusted diluted Earnings Per Share meeting a specified threshold. The vesting of these units also has performance-based components tied to Ms. Rosenblatt's continued employment throughout 2008. These compensation structures highlight the company's focus on operational efficiency and profitability through executive incentives.

Key Highlights

  • 1Alice F. Rosenblatt, EVP, Integration and Information Management Officer, and Chief Actuary, is eligible for a performance-based cash award.
  • 2The cash award can be up to $500,000, contingent on meeting specified administrative expense management targets for 2008.
  • 3The cash award would be payable in the first quarter of 2009 under the Anthem Annual Incentive Plan.
  • 4Ms. Rosenblatt is also set to receive a restricted stock unit award for 6,500 shares, vesting on January 1, 2009.
  • 5Vesting of the restricted stock units is contingent upon the company's 2007 adjusted diluted Earnings Per Share meeting a specified threshold.
  • 6The restricted stock unit grant has tiered vesting based on Ms. Rosenblatt's continued employment through June 30, 2008, and December 31, 2008.
  • 7Certain conditions, such as voluntary termination or termination for cause, prior to specific dates could impact eligibility for both the cash award and stock units.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose a compensatory arrangement for a key executive, Alice F. Rosenblatt, involving a potential cash award and a restricted stock unit grant. These arrangements are designed to incentivize performance related to administrative expense management and earnings per share growth.

The cash award, potentially up to $500,000, is contingent upon WellPoint, Inc. achieving specified administrative expense management targets in 2008. The award is payable in the first quarter of 2009.

Ms. Rosenblatt will receive 6,500 restricted stock units vesting on January 1, 2009. Vesting requires the company's 2007 adjusted diluted Earnings Per Share to meet a specified threshold. Additionally, portions of the award vest based on her continued employment through June 30, 2008, and December 31, 2008.

Ms. Rosenblatt would forfeit the cash award if she voluntarily terminates her employment, dies, becomes disabled, or if the company terminates her employment for cause prior to June 30, 2008. The restricted stock units would be forfeited upon voluntary or for-cause termination prior to June 30, 2008, but would vest immediately upon death or disability. The cash award is prorated if employment terminates after June 30, 2008, but before January 1, 2009.