8-KLeadership ChangesExhibits & Filings

Elevance Health, Inc. 8-K Report, Executive Changes (Mar 7, 2008)

Filed March 7, 2008For Securities:ELV

Summary

This Form 8-K filing from WellPoint, Inc. (which later became Elevance Health) on March 7, 2008, primarily details executive compensation decisions made by the Compensation Committee of the Board of Directors on March 3, 2008. The report outlines the 2008 salaries, stock option grants, restricted stock unit grants, and target annual incentive plan percentages for key executive officers, including Angela F. Braly and Wayne S. DeVeydt. Investors should note the specific details of the stock option and restricted stock unit grants, including vesting schedules and performance conditions. The stock options have a three-year vesting period, while restricted stock units have vesting tied to performance metrics like Return on Equity and may have additional performance conditions related to the 2008 fiscal year. The annual incentive plan is heavily weighted towards adjusted diluted Earnings Per Share, with smaller components for Member Health Index and Service Excellence, offering potential payouts up to 260% of target.

Key Highlights

  • 1Details 2008 compensation for executive officers, including salaries, stock options, and restricted stock units.
  • 2Stock option grants vest in six equal semi-annual installments over three years, starting September 3, 2008.
  • 3Restricted Stock Unit (RSU) grants for Angela F. Braly and Wayne S. DeVeydt have vesting conditions tied to the company's Return on Equity (ROE) performance in 2008 compared to 2007.
  • 4The 2008 Annual Incentive Plan is primarily performance-based, with 90% weighting on adjusted diluted Earnings Per Share (EPS).
  • 5Maximum payout for the Annual Incentive Plan can reach 260% of the target percentage for top performance.
  • 6Filed on March 7, 2008, reporting events from March 3, 2008, indicating a focus on compensation planning for the upcoming year.
  • 7The filing includes the Form of Restricted Stock Unit Grant Agreement as an exhibit.

Frequently Asked Questions

The 2008 executive compensation packages include a base salary, stock option grants, restricted stock unit (RSU) grants, and an annual incentive plan. The RSU and stock option grants are subject to vesting schedules and, in the case of RSUs, specific performance conditions.

For Angela F. Braly and Wayne S. DeVeydt, the vesting of their 2008 RSU grants is contingent upon the company's Return on Equity (ROE) in 2008 exceeding its ROE in 2007. Some of Mr. DeVeydt's RSUs also have a staggered vesting schedule tied to specific dates in 2010, 2011, and 2012, also subject to the ROE performance condition.

The 2008 Annual Incentive Plan is heavily weighted towards financial performance, with 90% of the target percentage tied to adjusted diluted Earnings Per Share (EPS). The remaining 10% is split between Member Health Index (5%) and Service Excellence (5%). Executives can earn between 100% and 260% of their target award based on performance levels.

The stock options were granted on March 3, 2008, at an exercise price equal to the closing market value of WellPoint's common stock on that date, which was $70.80. All options will vest in six equal semi-annual installments over three years, beginning September 3, 2008.