UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant   ☒                            

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Anthem, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table below in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2022 Notice of Annual Meeting of

Shareholders and Proxy Statement

May 18, 2022

8:30 a.m. Eastern Time

About Anthem, Inc.

Anthem is a leading health company dedicated to improving lives and communities, and making healthcare simpler. Through its affiliated companies, Anthem serves more than 118 million people, including more than 45 million within its family of health plans. Delivering health beyond healthcare, Anthem is expanding from being a partner in health benefits to a lifetime, trusted health partner. For more information, please visit www.antheminc.com or follow @AnthemInc on Twitter.

More than 45million total medical members in affiliated health plans*
More than 118 million total lives served*
*Q4 2021 data

	BC or BCBS licensed plans (3)	14 states BC or BCBS plan (total) 25states + Puerto Rico Medicaid presence (total) 26states + Puerto Rico Medicare presence	Service area provided as of March 1, 2022
	BC or BCBS licensed plans + Medicaid presence (11)
	Medicaid presence (15)
	Medicare presence (27)

Our Subsidiaries Include:

Letter from Our President

and Chief Executive Officer

April 1, 2022 Dear Fellow Shareholders, We look forward to welcoming you to Anthem’s virtual 2022 Annual Meeting on May 18, 2022, at 8:30 a.m. Eastern Time to review our 2021 performance and learn more about our growth plans for 2022. We value your voice and encourage you to submit your vote early to ensure your shares are represented. I am pleased to share Anthem delivered solid financial performance in 2021, accelerated growth across all businesses and made considerable progress toward our strategy to become a lifetime, trusted health partner. Anthem’s purpose to improve the health of humanity is rooted in our fundamental belief that people are only as healthy as the communities they live in, and we recognize our important role in ensuring everyone has the opportunity to be and stay healthy. Each day, we make a meaningful impact on millions of people by connecting them to the care, support, and resources they need to lead healthy lives. We have also made progress towards being more sustainable, recently meeting our goal to power operations with 100% renewable electricity four years ahead of schedule. Last year’s targeted investments served to enhance the customer experience, deliver innovative, customized whole health solutions and deepen digital engagement while rapidly scaling our diversified health services. Our 2021 performance demonstrates this clear focus, and our consistent strategy is helping unlock Anthem's full potential. Year-over-year ("YOY") operating revenue increased by 13% to $136.9 billion, income before income tax expense increased by 27% to $7.9 billion and operating gain increased by 18% to $7.5 billion. We ended the year with 45 million members, up 6% YOY with approximately three-quarters of those gains coming from organic growth. As demonstrated by steps we have taken to achieve our strategy, make whole health a reality for our consumers and communities, and deliver growth for our shareholders, we are transforming as an organization. To reflect our business and the company we are today and will be tomorrow, we are proposing, and ask you to vote in favor of, changing our name to Elevance Health, Inc. This new name brings together the concepts of elevate and advance and represents our work to elevate the importance of whole health and advance health beyond healthcare.
	“Anthem’s purpose to improve the health of humanity is rooted in our fundamental belief that people are only as healthy as the communities they live in, and we recognize our important role in ensuring everyone has the opportunity to be and stay healthy.”
While we are proposing a new name, our focus and commitment are unwavering. Our work is a privilege and responsibility, inspiring every one of our nearly 100,000 associates to transform our company with speed and agility and responsibly grow our business as we improve the health of humanity. Thank you for your continued confidence and trust in Anthem. Sincerely, Gail K. Boudreaux President and Chief Executive Officer

Anthem, Inc.          1

Letter from Independent

Chair of the Board

April 1, 2022 Dear Fellow Shareholders, As your Board of Directors, we take our responsibilities very seriously and are committed to representing your interests in the long-term. We believe our shareholders are best served when the Company achieves sustainable results in a responsible manner. We are pleased to share specific actions that the Board has taken in the past year. Purpose & Culture. As part of our strategic oversight, we ensure that the Company’s purpose of Improving the Health of Humanity, as well as its mission and values, are embedded in the Company’s strategy and business plans. Against the backdrop of the continuing COVID-19 pandemic, we oversaw the Company’s focus on whole person care and community health, as well as actions to support our associates. The Board recognizes the importance of culture, including “tone at the top”, in achieving long-term success. We are updated regularly on initiatives in this area. We are pleased that the Company’s 2021 Associate Satisfaction Index increased by 7% over the last survey in 2019. In addition, we are proud that the Company was included in the JUST 100 for a third consecutive year and ranked first in the health care providers category. Board Skills, Diversity & Refreshment. Board succession planning is also essential to the Company’s success. As Chair, I have the privilege to work with a highly qualified and diverse group of board colleagues who bring thought leadership, perspective and accountability to their roles in overseeing the talented executive team at Anthem. Your Board is highly diverse in terms of background, expertise, race/ethnicity, age and gender, with 70% of the directors being diverse based on gender, race and/or ethnicity. In addition, several key Board leadership positions are held by diverse directors. We believe that having leaders and decision makers who represent the breadth of our communities is important for the Company’s success.
	“Against the backdrop of the continuing COVID-19 pandemic, we oversaw the Company’s focus on whole person care and community health, as well as actions to support our associates.”
Refreshing your Board with new perspectives and ideas is critical to ensuring that it remains strategic, inclusive and forward-looking. Each year, we conduct a rigorous evaluation process, including Board and individual director evaluations facilitated by an external party. Over the past three years, two new directors have joined the Board and two directors have retired. We welcomed Susan DeVore to the Board last year. Susan has extensive executive, healthcare, financial and insurance experience, including recent leadership in the healthcare industry driving innovation through collaborations with healthcare providers. Environmental, Social & Governance ("ESG"). We believe our ESG practices promote the long-term interests of our shareholders and strengthen Board and management accountability. As overseers of risk and stewards of long-term enterprise value, we play a vital role in overseeing the ESG impacts and related risks on the Company’s operating model, long-term performance and stakeholders. The Board’s Governance Committee is responsible for establishing the Company’s corporate governance practices, as well as monitoring the Company’s social responsibility and environmental sustainability initiatives, including climate-related matters. We are proud that the Company was named to the 2021 Dow Jones Sustainability North America and World Indices for a fourth consecutive year in recognition of our ESG practices. On behalf of the Board, thank you for investing in Anthem. Elizabeth E. Tallett Independent Chair of the Board

2          2022 Proxy Statement

Anthem, Inc.

Notice of Annual Meeting of Shareholders

DATE AND TIME Wednesday, May 18, 2022 8:30 a.m. Eastern Time VIRTUAL MEETING SITE Virtual-only meeting at: https://meetnow.global/MN46ALF RECORD DATE Shareholders of record on March 17, 2022 are entitled to vote.

Voting Items

Proposals		Board Vote Recommendation		For Further Details
1.	Election of Four Directors		“FOR” each director nominee	ä Page 13
2.	Advisory Vote to Approve the Compensation of our Named Executive Officers		“FOR”	ä Page 39
3.	Ratification of Ernst & Young LLP as Auditors for 2022		“FOR”	ä Page 68
4.	Approval of an Amendment to our Articles of Incorporation to Change our Name to Elevance Health, Inc.		“FOR”	ä Page 71
5.	Shareholder Proposal to Prohibit Political Funding, if properly presented at the Annual Meeting		“AGAINST”	ä Page 72
6.	Shareholder Proposal Requesting a Racial Impact Audit and Report, if properly presented at the Annual Meeting		“AGAINST”	ä Page 74

Shareholders will also act on other business properly presented at the Annual Meeting.

Due to the ongoing public health impact of the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only, via live audio webcast, to provide a safe experience for our shareholders, associates and the community. Shareholders who participate in the virtual Annual Meeting may vote, submit questions and view the list of our shareholders of record during the Annual Meeting. Please see additional information on the Annual Meeting beginning on page 79.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to participate in the Annual Meeting, we urge you to vote your shares as described below and in the accompanying materials.

By Order of the Board of Directors,

Kathleen S. Kiefer

Corporate Secretary

You can vote in any of the following ways:
		SMARTPHONE Scan the QR code located on your proxy card, E-Proxy Notice or voting instruction form		ONLINE Visit the website listed on your proxy card, E-Proxy Notice or voting instruction form		TELEPHONE Call the telephone number on your proxy card or voting instruction form		MAIL Sign, date and return your proxy card or voting instruction form in the envelope provided		ONLINE DURING THE ANNUAL MEETING Log in to the live audio webcast with your control number
	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 18, 2022. The Notice of Annual Meeting of Shareholders, Proxy Statement and 2021 Annual Report on Form 10-K are available at: www.envisionreports.com/antm.

Anthem, Inc.          3

Table of Contents

Letter from Our President and Chief Executive Officer		1
Letter from Independent Chair of the Board		2
Anthem, Inc. Notice of Annual Meeting of Shareholders		3
Proxy Summary		5
Corporate Governance		13
	Proposal 1 - Election of Directors	13
The Board of Directors		14
Identifying and Evaluating Nominees for Directors		14
Director Qualifications		14
Required Characteristics		14
Desired Skills, Experiences and Attributes		15
Biographical Information on Director Nominees and Continuing Directors		16
The Board’s Role and Responsibilities		22
Board Role in Risk Oversight		22
Corporate Responsibility		24
Shareholder Engagement		29
Communications with the Board		29
Board Structure		30
Board Leadership Structure		30
Director Independence		30
Board Meetings, Executive Sessions and Attendance		30
Standing Committees of the Board		31
Board Practices, Processes and Policies		34
Corporate Governance Policies and Practices		34
Director Evaluation Process		35
Director Orientation and Continuing Education		35
Review and Approval of Transactions with Related Persons		36
Compensation of Non-Employee Directors		36
Board Equity Compensation and Stock Ownership Guidelines		38
Executive Compensation		39
	Proposal 2 - Advisory Vote to Approve the Compensation of Our Named Executive Officers	39
Compensation Discussion & Analysis		40
Executive Summary		40

Compensation Decision Making Process		44
Elements of Total Rewards		47
2021 Compensation Decisions		48
Compensation Policies and Practices		55
Compensation and Talent Committee Report		56
Compensation Tables		57
Summary Compensation Table		57
Grants of Plan-Based Awards		59
Outstanding Equity Awards at Fiscal Year-End		60
Option Exercises and Stock Vested		63
Pension Benefits		63
Non-Qualified Deferred Compensation		64
Potential Payments Upon Termination		65
CEO Pay Ratio		67
Audit Committee Matters		68
	Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm	68
The Audit Committee’s Consideration of Independence of Independent Registered Public Accounting Firm		69
Independent Registered Public Accounting Firm’s Fees		69
Audit Committee Pre-Approval Policy		69
Audit Committee Report		70
	Proposal 4 - Approval of an Amendment to our Articles of Incorporation to Change our Name to Elevance Health, Inc.	71
	Proposal 5 - Shareholder Proposal to Prohibit Political Funding	72
	Proposal 6 - Shareholder Proposal Requesting a Racial Impact Audit and Report	74
Security Ownership of Certain Beneficial Owners and Management		77
Stock Held by 5% or More Beneficial Owners		77
Stock Held by Directors, Nominees and Executive Officers		78
Delinquent Section 16(a) Reports		78
Information on Voting and the Annual Meeting		79
Annex A – Anthem, Inc. GAAP Reconciliation		85

4          2022 Proxy Statement

Proxy Summary

This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report on Form 10-K”) are being made available to shareholders on or about April 1, 2022. The following is a summary of certain key disclosures in this proxy statement. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review the entire proxy statement as well as our 2021 Annual Report on Form 10-K.

PROPOSAL 1 Election of Directors		The Board recommends a vote FOR each director nominee. ä Page 13
Four directors have been nominated for election to hold office for a term to expire at the 2025 annual meeting:
•Susan D. DeVore •Bahija Jallal	•Ryan M. Schneider •Elizabeth E. Tallett
PROPOSAL 2 Advisory Vote to Approve the Compensation of Our Named Executive Officers		The Board recommends a vote FOR this proposal ä Page 39
Our executive compensation program (the “Total Rewards” program) is designed to attract, engage, motivate and retain a talented team of executive officers and to appropriately reward those executive officers for their contribution to our business, our consumers and our shareholders. This proposal gives our shareholders the opportunity to express their views on the compensation of our Named Executive Officers (“Say-on-Pay”).
PROPOSAL 3 Ratification of the Appointment of Independent Registered Public Accounting Firm		The Board recommends a vote FOR this proposal ä Page 68
The Audit Committee has selected Ernst & Young LLP to continue serving as our independent registered public accounting firm for the year ending December 31, 2022.
PROPOSAL 4 Approval of an Amendment to our Articles of Incorporation to Change our Name to Elevance Health, Inc.		The Board recommends a vote FOR this proposal ä Page 71
Our Board believes that it is in the best interests of the Company and our shareholders to change our name from Anthem, Inc. to Elevance Health, Inc. This new name reflects our journey from a health benefits organization to a lifetime, trusted health partner and positions us for future growth.
PROPOSAL 5 Shareholder Proposal to Prohibit Political Funding		The Board recommends a vote AGAINST this proposal ä Page 72
The Board does not believe that this proposal is in the best interests of the Company or our shareholders. We believe a policy barring the Company from contributing to political candidates would hinder our ability to advocate public policy solutions that best serve our consumers, stakeholders, associates and communities.
PROPOSAL 6 Shareholder Proposal Requesting a Racial Impact Audit and Report		The Board recommends a vote AGAINST this proposal ä Page 74
The Board does not believe that this proposal is in the best interests of the Company or our shareholders. We believe our actions and focus in making progress on the issue of racial equity, and reporting our progress regularly, render the requested audit unnecessary.

Anthem, Inc.          5

Proxy Summary

Our Purpose, Mission, Strategy and Values

Purpose IMPROVING THE HEALTH OF HUMANITY

Mission IMPROVING LIVES AND COMMUNITIES. SIMPLIFYING HEALTHCARE. EXPECTING MORE.

Strategy Framework	A LIFETIME, TRUSTED HEALTH PARTNER
	MAXIMIZE THE POWER OF PARTNERSHIPS
	Exceptional Experiences We put the people we serve at the center of all that we do, to exceed expectations, optimize health outcomes and advance health equity for our consumers.	Aligned Organization We bring together the right resources and the right people, wherever we are, so that we anticipate and deliver with speed and accuracy.		Digital Platform for Health We connect with consumers, care providers, and the entire health ecosystem to reinvent care delivery, operations and interactions.	Whole Health We partner to address physical, behavioral, social, and pharmacy needs to improve health, affordability, quality and access for individuals and communities.
	INNOVATION TO IMPROVE HEALTH AND FUEL GROWTH
			HIGH-PERFORMANCE CULTURE

Values LEADERSHIP Redefine what’s possible COMMUNITY Committed, connected, invested INTEGRITY Do the right thing, with a spirit of excellence AGILITY Deliver today — transform tomorrow DIVERSITY Open your hearts and minds

6          2022 Proxy Statement

Proxy Summary

2021 Performance Highlights 

EARNINGS PER SHARE ("EPS")	TOTAL OPERATING REVENUE ($ in millions)	MEMBERSHIP (in millions)

TOTAL SHAREHOLDER RETURN (Annual Growth Rate)
	1 Year		3 Years		5 Years
Anthem, Inc.	46.1	%	22.3	%	28.1	%
Peers(3)	32.7	%	17.2	%	17.9	%
S&P 500	28.7	%	26.0	%	18.2	%

•Income before income tax expense increased by 27.0% to $7.9 billion for 2021, as compared to $6.2 billion in 2020, while operating gain increased by 17.8% to $7.5 billion for 2021, as compared to $6.4 billion for 2020. (1)

•We rank first among our peers(3) in 5-year total shareholder return and are above the peer group average in 1-year and 3-year total shareholder return.

•Our closing stock price increased by approximately 44.4% from $321.09 on December 31, 2020 to $463.54 on December 31, 2021. In addition, we paid cash dividends totaling $4.52 per share in 2021.

•We won the City of New York Group Retiree Solutions contract, which is one of the largest public procurements for Group Medicare Advantage in at least a decade.

•We delivered Medicaid growth with a 100% request for proposal win rate, including wins in Indiana, Minnesota, Nevada, Ohio and Tennessee.

•We acquired MMM Holdings, LLC, a Puerto Rico-based integrated healthcare organization and its Medicare Advantage plan, Medicaid plan and other affiliated companies, and myNEXUS, Inc., a comprehensive home-based nursing management company.

•Sydney Health, our digital engagement platform, had an 82% increase year-over-year in members using the platform.

•We were named to the 2021 Dow Jones Sustainability North America and World Indices for the fourth consecutive year and were included on the JUST 100 list for a third consecutive year, continuing to rank first in the health care providers category.

•We continued to support our communities through the COVID-19 pandemic, providing over $45 million in active Anthem Foundation grants and sponsorships, with a focus on Maternal-child Health, Food as Medicine and Substance Use Disorder, and over 90,000 volunteer hours by our associates and $7.4 million donated through Associate Engagement Programs.

•We met our 100% renewable energy target four years ahead of schedule, producing enough electricity via solar purchase agreements to power all of our offices, data centers and clinics.

(1)Please refer to the GAAP reconciliation table in Annex A for information on operating gain and adjusted earnings per share.

(2)Compound annual growth rate.

(3)Peer Group includes: Centene Corporation ("Centene"), Cigna Corporation ("Cigna"), CVS Health Corporation ("CVS"), Humana Inc. ("Humana") and UnitedHealth Group Incorporated ("United").

Anthem, Inc.          7

Proxy Summary

Board Commitment to Diversity

Diversity is a cornerstone value and priority for our Board.

GENDER DIVERSITY OF BOARD	RACIAL/ETHNIC DIVERSITY OF BOARD

TENURE DIVERSITY OF BOARD	AGE DIVERSITY OF BOARD

FEMALE LEADERSHIP IN KEY ROLES Independent Board Chair President and CEO Governance Committee Chair	RACIALLY/ETHNICALLY DIVERSE LEADERSHIP Compensation and Talent Committee Chair Governance Committee Chair
9 OF 10 INDEPENDENT DIRECTORS including 2 added in the past 3 years	7 of 10 Directors are DIVERSE BASED ON GENDER AND/OR RACE/ETHNICITY

8          2022 Proxy Statement

Proxy Summary

Director Skills, Experiences and Attributes

The following matrix provides summary information about our directors’ skills, experiences and attributes. More detailed information is provided under “Corporate Governance — The Board of Directors — Desired Skills, Experiences and Attributes” beginning on page 15 and in each director’s biography beginning on page 16.

Skills, Experiences and Attributes	Boudreaux	Clark	DeVore	Dixon	Hay	Jallal	Neri	Peru	Schneider	Tallett
CEO
COO / Executive Leadership
Insurance Industry
Finance / Capital Markets
Healthcare Industry
Marketing / Consumer Insights
Technology
Regulatory / Public Policy
ESG
Diversity

Diversity Information	Boudreaux	Clark	DeVore	Dixon	Hay	Jallal	Neri	Peru	Schneider	Tallett
Race/Ethnicity
African American
Hispanic / Latino
North African
White / Caucasian
Gender	F	M	F	M	M	F	M	M	M	F

Anthem, Inc.          9

Proxy Summary

Corporate Governance Highlights

Our corporate governance policies and practices reflect our commitment to effective corporate governance and high ethical standards:

BOARD / COMMITTEE INDEPENDENCE	BOARD PRACTICES	ACCOUNTABILITY
•Separate CEO and Independent Board Chair •Independent Board – 9 of 10 directors •Fully independent Audit, Compensation and Talent, Finance and Governance Committees	•Annual Board, committee and individual director performance evaluations facilitated by an external party •Independent directors hold executive sessions •Board oversees Enterprise Risk Management activities	•Majority voting for uncontested director elections •Proxy access for shareholder-nominated director nominees •Commitment to declassify the Board if the Blue Cross and Blue Shield Association requirement for a classified board is no longer applicable

STOCK OWNERSHIP / COMPENSATION

•Significant director and executive stock ownership requirements and holding restrictions •Clawback policy for executive officers’ incentive compensation, including for reputational harm •Policy against short sales, hedging and pledging stock for directors and all associates, including our executive officers •Rigorous establishment and oversight of incentive measures, goals and pay / performance relationship •Say-on-Pay advisory vote conducted annually •Pre-established grant dates for equity awards to executive officers

•Limited executive perquisites •Double-trigger change-in-control provisions •No re-pricing of stock options or stock appreciation rights without shareholder approval •No change-in-control excise tax gross-ups •No guaranteed annual salary increases or bonuses •No compensation plans which encourage excessive risk taking •Independent compensation consultant

10          2022 Proxy Statement

Proxy Summary

Corporate Responsibility Highlights

We are committed to the health and well-being of the world around us and are proud of our many corporate responsibility initiatives and recognitions. Our Governance Committee monitors our corporate social responsibility and environmental sustainability initiatives and performance. Areas of focus include our consumers, our communities, our associates and our environment, as briefly described below.

More information about our sustainability practices is in our Corporate Responsibility Report and our upcoming Annual Impact Report, both of which are prepared in accordance with the Global Reporting Initiative (“GRI”) Core Reporting Guidelines and include Sustainability Accounting Standards Board (“SASB”) aspects. These reports are available at https://www.anthemcorporateresponsibility.com/gri-index and https://ir.antheminc.com/financial-information/annual-reports.

OUR CONSUMERS		OUR COMMUNITIES		OUR ASSOCIATES		OUR ENVIRONMENT
Improving quality of care: 60% of our healthcare spending in 2021 was in value-based care models Focused on integrated, whole person multi-site care: in 2021 we acquired myNEXUS, a comprehensive home-based nursing management company Improving access to care: 82% increase year-over-year in members using Sydney Health, our digital engagement platform		Over $45 million in active Anthem Foundation grants and sponsorships, with a focus on Maternal-child Health, Food as Medicine and Substance Use Disorder Over 90,000 volunteer hours by our associates and $7.4 million donated through Associate Engagement Programs in 2021 Over $120 million committed to affordable housing projects in 2021 to improve housing security		Anthem's 2021 Associate SatisfactionIndex increased by 7% over the last survey in 2019 Our managers are diverse, with 65% being women and 35% being racially or ethnically diverse in the U.S. Our Business Resource Groups engage nearly 20% of our U.S. workforce		Meeting our 100% renewable energy target early, we produced enough electricity via solar purchase agreements to power all Anthem offices We formally launched a campaign to engage with suppliers on setting their own science-based greenhouse gas reduction targets Over 50% of our real estate is certified under third party sustainability programs

Corporate Responsibility Recognition

We are proud to have been recognized for our corporate responsibility efforts. We have included some examples below, and you can find additional information on the inside back cover of this proxy statement.

Anthem was named to the 2021 Dow Jones Sustainability North America and World Indices ("DJSI"). This marks the fourth consecutive year Anthem has been recognized by the DJSI for leadership in sustainability.	Anthem has been named a 2022 ESG Industry Top-Rated Company by Sustainalytics. In addition, Anthem is ranked first in the managed healthcare subindustry for lowest ESG risk and third out of over 600 global companies in the healthcare industry (as of February 2022).
Anthem has a perfect 1/1/1 QualityScore from Institutional Shareholder Services ("ISS"), ranking first in the managed healthcare sector (as of February 2022).	Anthem was included in the JUST 100 list for a third consecutive year, continuing to rank first in the health care providers category.

Anthem, Inc.          11

Proxy Summary

Compensation Highlights

Pay-for-performance - Our Total Rewards program emphasizes performance-based compensation in the form of our Annual Incentive Plan (“AIP”) and annual grants of long-term, equity-based incentives under the shareholder-approved 2017 Anthem Incentive Compensation Plan (the “Long-Term Incentive Plan” or “LTIP”). As such, our pay-for-performance philosophy seeks to align the interests and rewards of our named executive officers ("NEOs") with the long-term interests of our shareholders and drives the achievement of our purpose, mission and strategy, while operating within our values.

Balanced mix of financial and operational measures - The Compensation and Talent Committee used a balanced scorecard for the AIP for our executive officers with a 50% weighting for Adjusted Net Income, a 20% weighting for Operating Revenue and a total of 30% weightings for operational performance measures, namely, Improving the Health of Humanity (10%), Star Ratings (10%), Provider Collaboration (5%) and Consumer Effort (5%). Our performance stock units ("PSUs") granted under the Long-Term Incentive Plan in 2021 use Operating Revenue and Adjusted Net Income as performance measures. Please refer to the GAAP reconciliation table in Annex A for information on Adjusted Net Income.

Reward long-term growth and sustained success - The majority of our executive officers’ compensation is in equity awards, which encourages long-term growth and sustained success.

Primary Components of 2021 Target Compensation

The pay mix for our CEO and our other NEOs during 2021 reflects our executive compensation philosophy that emphasizes performance-based compensation over fixed compensation. As reflected in the charts below, the mix of total target compensation granted in 2021 to our NEOs was heavily weighted toward performance-based and long-term incentive compensation, with long-term incentive awards making up approximately 73% of 2021 total target compensation for our CEO and an average of 65% of 2021 total target compensation for our other NEOs.

CEO	OTHER NEOS

12          2022 Proxy Statement

Corporate Governance

PROPOSAL 1

Election of Directors

We are asking our shareholders to elect Susan D. DeVore, Bahija Jallal, Ryan M. Schneider and Elizabeth E. Tallett to the Board, each for a three-year term to expire at our 2025 annual meeting. Each of the nominees for director is presently a director, and each has consented to being named as a nominee in this proxy statement and has indicated a willingness to serve if elected. As more fully described in the following pages, we believe each nominee is qualified with unique skills, experiences and attributes that are beneficial to our Company.

The Board currently consists of ten directors divided into three classes. Our Amended and Restated Articles of Incorporation (our “Articles of Incorporation”) provide that the total number of directors should be divided into three classes with each class containing approximately one-third of the total directors. Currently, the class of 2022 contains four directors, and the classes of 2023 and 2024 contain three directors each. This classified Board structure is one of the specific requirements imposed by the Blue Cross and Blue Shield Association (“BCBSA”) in license agreements with all Blue Cross Blue Shield licensees, including us. However, 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. The term of one class of directors expires each year. Generally, each director serves until the annual meeting of shareholders held in the year that is three years after such director’s election and until such director’s successor is elected and has qualified. In addition, a director nominee is not eligible for election if he or she has reached the age of 73 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.

The Board of Directors unanimously recommends a vote FOR Proposal 1, the election as directors of Susan D. DeVore, Bahija Jallal, Ryan M. Schneider and Elizabeth E. Tallett.

Anthem, Inc.          13

Corporate Governance

The Board of 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.

Shareholder Recommendations of Director Candidates

The Governance Committee considers and recommends candidates for the Board. It reviews all nominations submitted to the Company as described above under “Identifying and Evaluating Nominees for Directors,” including individuals nominated by shareholders to be included in our proxy statement. In evaluating such nominations, the Governance Committee seeks to achieve a balance of skills, experiences, qualifications and attributes on the Board and to address the membership criteria set forth below under “Director Qualifications.” Any shareholder recommendations proposed for consideration by the Governance Committee must include the nominee’s name and qualifications for Board membership and must be addressed to our Secretary at Anthem, Inc., 220 Virginia Avenue, Mail No. IN0204-A381, Indianapolis, Indiana 46204. Following verification that the persons recommending director candidates are shareholders and verification that any other required information has been properly submitted by such persons, recommendations are aggregated and considered by the Governance Committee at a regularly scheduled meeting. If any materials are provided by shareholders in connection with the recommendation of a director candidate, such materials are forwarded to the Governance Committee.

In addition, any shareholder who wishes to nominate a director candidate at our annual meeting or for inclusion in our proxy statement may do so by following the procedures and providing the information set forth in “Information on Voting and the Annual Meeting — Shareholder Proposals and Nominations for Next Year’s Annual Meeting” on page 83 and in Sections 1.5, 1.6 and 1.16 of our Bylaws. Our Bylaws are available on our website at https://ir.antheminc.com/governance-corporate-documents.

Director Qualifications

The Governance Committee periodically evaluates the size and composition of the Board to assess the skills, experiences and attributes of Board members, and compares them with those skills, experiences and attributes that might prove valuable in the future, considering the circumstances of the Company and the then-current Board membership. On an ongoing basis, the Governance Committee will evaluate candidates who meet our strategic needs and have diverse experiences in key business, financial and other challenges that face a publicly-held health company. We believe that an effective board consists of a diverse group of individuals who bring a variety of complementary skills and a range of tenures.

The Governance Committee developed and maintains a skills matrix to assist it in considering the characteristics required of each director along with the appropriate balance of skills, experiences and attributes that should be represented on the Board as a whole.

Required Characteristics

The following are the required characteristics that should be satisfied by each director or nominee:

•Integrity and Accountability •Financial Literacy •Informed Judgment •Risk Oversight Ability •Mature Confidence •High Performance Standards

14          2022 Proxy Statement

Corporate Governance

Desired Skills, Experiences and Attributes

The following matrix summarizes the desired skills, experiences and attributes to be represented collectively on the Board and the most significant skills, experiences and attributes that each director possesses. Additional information is provided in each director’s biography beginning on page 16.

CEO	Contributes to the Board’s understanding of complex operations, business strategy and risk management and demonstrated leadership ability at the highest level
COO / Executive Leadership	Contributes to the Board’s understanding of complex operations, business strategy and risk management and demonstrated leadership ability
Insurance Industry	Contributes to the Board’s understanding of insurance operations and the industry’s complex regulatory requirements, as well as the competitive environment
Finance / Capital Markets	Valuable for evaluating our financial reporting process, financial management and capital allocations (dividends/share repurchases/financings)
Healthcare Industry	Contributes to the Board’s understanding of the providers of healthcare services and products and issues related to simplifying healthcare
Marketing / Consumer Insights	Contributes to the Board’s understanding of changing market conditions and consumer trends and expectations
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
Regulatory / Public Policy	Contributes to the Board’s understanding of complex regulatory and public policy issues facing us as a highly-regulated entity
ESG	Contributes to the Board’s understanding of leading corporate governance practices and environmental and social sustainability initiatives
Diversity	Gender and racial/ethnic diversity provide different perspectives to the Board to foster innovation and inclusion

Skills, Experiences and Attributes	Boudreaux	Clark	DeVore	Dixon	Hay	Jallal	Neri	Peru	Schneider	Tallett
CEO
COO / Executive Leadership
Insurance Industry
Finance / Capital Markets
Healthcare Industry
Marketing / Consumer Insights
Technology
Regulatory / Public Policy
ESG
Diversity

Diversity Information	Boudreaux	Clark	DeVore	Dixon	Hay	Jallal	Neri	Peru	Schneider	Tallett
Race / Ethnicity
African American
Hispanic / Latino
North African
White / Caucasian
Gender	F	M	F	M	M	F	M	M	M	F

Anthem, Inc.          15

Corporate Governance

Our Corporate Governance Guidelines provide that our Governance Committee is to take into account the overall diversity of the Board when identifying possible nominees for director, including gender, race or ethnicity, age, tenure and geographic location. The Governance Committee implements that policy, and assesses its effectiveness, by examining the diversity of all of the directors on the Board when it selects nominees for directors. Currently, the Board has four women directors and four racially or ethnically diverse directors, with 70% of our directors being diverse based on gender and/or race/ethnicity. In addition, the diverse directors currently hold key leadership positions with each of the Chair of the Board, the Chair of the Governance Committee and the President and CEO being a woman, and the Chairs of the Compensation and Talent and Governance Committees being racially or ethnically diverse.

GENDER DIVERSITY OF BOARD	RACIAL/ETHNIC DIVERSITY OF BOARD
TENURE DIVERSITY OF BOARD	AGE DIVERSITY OF BOARD

The Governance Committee, in recommending the nominees for election as directors and in concluding that the continuing directors should serve as directors, considered the items set forth above. The Governance Committee believes that each director and director nominee satisfies the criteria indicated for such director in the skills matrix and brings his or her own particular skills, experiences and attributes, giving the Board, as a whole, competence and experience in a wide variety of areas. Additional biographical and other information concerning the qualifications, skills and experience of the directors and nominees for director can be found below under “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, 2022.

16          2022 Proxy Statement

Corporate Governance

Nominees for Director

THREE-YEAR TERM TO EXPIRE AT THE 2025 ANNUAL MEETING OF SHAREHOLDERS

	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" under the rules of the Securities and Exchange Commission ("SEC"). Professional and Other Experience •Premier, Inc., a healthcare improvement company, various roles from 2003 until June 2021, with the most recent as CEO (2019-May 2021) and President (2013-2019) •Premier Healthcare Solutions, Inc. (subsidiary of Premier, Inc.), President and CEO (2009-2019) and Director (2009-May 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 •Unum Group, a financial protection benefits company, Director (since 2018) •Premier, Inc., Director (2013-May 2021) Education M.M., McGill University; B.A., University of North Carolina at Charlotte
Susan D. DeVore Age: 63 Director Since: 2021 Committees: Audit Finance Skills, Experiences and Attributes •CEO •COO / Executive Leadership •Insurance Industry •Finance / Capital Markets •Healthcare Industry •Technology •Regulatory / Public Policy •Diversity

	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. Professional and Other Experience •Immunocore Limited, a T-cell receptor biotechnology company, CEO (since January 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 Limited, Director (since 2019) •Guardant Health, Inc., a precision oncology company, Director (since 2019) Education M.S. and Ph.D., I’Universite’ De Paris VI; Fellow, Max Planck Institute of Biochemistry
Bahija Jallal Age: 60 Director Since: 2018 Committees: Compensation and Talent Governance (Chair) Skills, Experiences and Attributes •CEO •COO / Executive Leadership •Finance / Capital Markets •Healthcare Industry •Diversity

Anthem, Inc.          17

Corporate Governance

	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 •Realogy Holdings Corp. (“Realogy”), a residential real estate services company, CEO and President (since December 2017), President and Chief Operating Officer (October 2017-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 •Realogy, Director (since 2017) Education Ph.D., Yale University; B.A., Williams College
Ryan M. Schneider Age: 52 Director Since: 2019 Committees: Compensation and Talent Governance Skills, Experiences and Attributes •CEO •COO / Executive Leadership •Insurance Industry •Finance / Capital Markets •Marketing / Consumer Insights •Technology •Regulatory / Public Policy

	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, having served as a lead director and as a member of the governance committees of several public companies. Professional and Other Experience •Independent consultant to healthcare companies (2015-present) •Hunter Partners, LLC, a healthcare consulting company, principal (2002-2015) •Transcell Technologies, Inc., a specialty pharmaceuticals company, President and CEO (1992-1996) •Centocor Pharmaceuticals, a biotechnology company, President (1987-1992) •Parke-Davis, a pharmaceuticals company, various roles including Member of the Executive Committee (1973-1987) Other Public Board Service •Moderna, Inc., a biotechnology company, Director (since 2020) •Qiagen, N.V., a molecular diagnostics and life sciences company, Supervisory Director (since 2011) •Meredith Corporation, a media company, Director (2008-December 2021) •Principal Financial Group, Inc., a financial services company, Director (1992-May 2021; as lead director from 2007-2019) •Coventry Health Care, Inc., a health insurance company, Director (1998-2013, including serving as lead director) Education B.S., University of Nottingham
Elizabeth E. Tallett Age: 72 Director Since: 2013 Independent Chair of the Board Since: 2018 Committees: Compensation and Talent Governance Skills, Experiences and Attributes •CEO •COO / Executive Leadership •Insurance Industry •Finance / Capital Markets •Healthcare Industry •Marketing / Consumer Insights •Regulatory / Public Policy •ESG •Diversity

18          2022 Proxy Statement

Corporate Governance

Directors Continuing in Office

TERMS EXPIRING AT THE 2023 ANNUAL MEETING OF SHAREHOLDERS

	Director Qualifications Ms. Boudreaux brings significant CEO, healthcare industry, insurance, finance, technology and ESG 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. Professional and Other Experience •Anthem, 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 United HealthCare •Health Care Services 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, Health Services Foundation and the Central Indiana Corporate Partnership, and member of The Business Roundtable Other Public Board Service •Target Corporation, a general merchandise retailer, Director (since September 2021) •Zimmer Biomet Holdings, Inc., a medical device company, Director (2012-May 2021) •Xcel Energy, Inc., a utility holding company, Director (2012-2017) •Novavax, Inc., a biotechnology company, Director (2015-2017) Education M.B.A., Columbia Business School; B.A., Dartmouth College
Gail K. Boudreaux Age: 61 Director Since: 2017 Committees: None Skills, Experiences and Attributes •CEO •COO / Executive Leadership •Insurance Industry •Finance / Capital Markets •Healthcare Industry •Technology •Regulatory / Public Policy •ESG •Diversity

	Director Qualifications Mr. Clark brings to the Board 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 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 SEC’s rules. 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 •General Mills, Inc., a consumer food products company, Director (since 2009) •Textron, Inc., an aircraft, defense and industrial products company, Director (since 2003) •Avnet, Inc., an industrial distributor of electronic components, enterprise computer and storage products, Director (2012-2019) Education B.A., Queens University
R. Kerry Clark Age: 69 Director Since: 2014 Committees: Audit Finance (Chair) Skills, Experiences and Attributes •CEO •COO / Executive Leadership •Finance / Capital Markets •Healthcare Industry •Marketing / Consumer Insights •ESG

Anthem, Inc.          19

Corporate Governance

	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 through his role as chair of the governance committee of a public company, as well as 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, President's Advisory Board (since 2017), the College of Computing Advisory Board (since 2019) and Trustee of the Foundation (since 2017) Other Public Board Service •Build-A-Bear Workshop, Inc., a specialty retailer, Director (since 2018) •Okta, Inc., an identity management platform, Director (since 2019) Education B.S., Georgia Institute of Technology
Robert L. Dixon, Jr. Age: 66 Director Since: 2011 Committees: Audit Finance Skills, Experiences and Attributes •COO / Executive Leadership •Marketing / Consumer Insights •Technology •ESG •Diversity

TERMS EXPIRINGAT THE 2024 ANNUAL MEETINGOF SHAREHOLDERS

	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 with 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” under the SEC's rules. 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) Education M.S., Carnegie Mellon University; B.S., Lehigh University
Lewis Hay, III Age: 66 Director Since: 2013 Committees: Audit (Chair) Finance Skills, Experiences and Attributes •CEO •COO / Executive Leadership •Finance / Capital Markets •Marketing / Consumer Insights •Technology •Regulatory / Public Policy •ESG

20          2022 Proxy Statement

Corporate Governance

	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” under the SEC’s rules. 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) Education Bachillerato en Electronica, Escuela Nacional de Educacion Tecnica
Antonio F. Neri Age: 54 Director Since: 2017 Committees: Audit Governance Skills, Experiences and Attributes •CEO •COO / Executive Leadership •Finance / Capital Markets •Marketing / Consumer Insights •Technology •Diversity

	Director Qualifications Mr. Peru brings significant executive leadership and finance experience to the Board as a former chief financial officer 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 (since 2018) 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) Education B.S., University of Arizona
Ramiro G. Peru Age: 66 Director Since: 2004 Committees: Compensation and Talent (Chair) Finance Skills, Experiences and Attributes •COO / Executive Leadership •Finance / Capital Markets •Technology •Diversity

Anthem, Inc.          21

Corporate Governance

The Board’s Role and Responsibilities

Our business is managed under the direction of the Board. The Board has responsibility for establishing broad corporate policies and for our overall performance. We believe the only results worth achieving are those achieved with integrity and a commitment to excellence. Accordingly, we have long recognized the importance of, and have placed a high priority upon, having good corporate governance measures in place.

Board Role in Risk Oversight

Our management is responsible for the day-to-day management of the risks facing the Company, and the Board as a whole has responsibility for risk oversight. We have an Enterprise Risk Council to oversee our enterprise risk management program execution and activities. The Enterprise Risk Council is comprised of members of our leadership team and the Chief Risk Officer, who serves as the head of the internal enterprise risk management function and reports to the Audit Committee of the Board, with annual updates to the full Board.

BOARD
•Oversees management’s processes by which they identify, assess, monitor and manage the Company’s exposure to major risks to determine whether these processes are functioning as intended and are consistent with our business objectives and strategies and comply with applicable laws, regulations, contractual requirements and policies. •Reviews certain risk tolerance levels and action plans regarding major risks. •Reviews the Own Risk and Solvency Assessment Summary Report, which is filed annually with state insurance departments. •Receives periodic reports from management on various risks, including risks facing our businesses or developments that could affect our risk profile. •Delegates to each committee responsibility for assisting in the oversight of categories of risk relevant to its function.
AUDIT COMMITTEE	COMPENSATION AND TALENT COMMITTEE	GOVERNANCE COMMITTEE	FINANCE COMMITTEE
•Receives quarterly reports from our Chief Risk Officer and reviews and discusses our enterprise risk management framework, processes and governance structure. •Reviews and approves our annual internal audit plan. •Reviews and discusses with management and the independent auditor our accounting, financial reporting, financial statements, internal controls and procedures and the independent audit thereof. •Oversees our compliance activities and receives quarterly reports from our Chief Compliance Officer. •Reviews and discusses our major risks associated with our financials, strategy, information technology and security, compliance, privacy, ethics, litigation and reputation and other operational risks.	•Oversees the risks associated with our compensation policies, practices and plans. •Reviews and discusses performance evaluations of the CEO and other executive officers. •Reviews and discusses talent acquisition and talent retention, including our inclusion and diversity efforts.	•Oversees Board processes and corporate governance-related risks. •Monitors our corporate social responsibility and environmental sustainability initiatives and performance. •Reviews, at least annually, our political strategy, contributions and activities, and oversees compliance with our policies and procedures regarding political contributions and activities.	•Oversees the risks associated with our capital structure, financial policies, financing strategies and financial condition. •Reviews the issuance and retirement of debt and other securities and our credit facilities. •Monitors investment and financial risk management strategies, including the use of derivatives. •Reviews proposed material mergers, acquisitions and divestitures. •Reviews our external insurance risk management program and insurance coverage.
MANAGEMENT
•Management, including the Enterprise Risk Council, designs and implements processes by which they identify, assess, monitor and manage the Company’s exposure to major risks.

For those areas for which committees have risk oversight responsibilities, the chairs of the committees regularly report to the full Board regarding the significant risks facing the Company, as identified by management, and the measures undertaken by management to monitor, control and mitigate those risks. A description of the enterprise risks facing us is included in Part I, Item 1A “Risk Factors” in our 2021 Annual Report on Form 10-K.

22          2022 Proxy Statement

Corporate Governance

Assessment of Compensation-Related Risks

Annually, members of our management team conduct an assessment of the risks related to or arising from our compensation policies and practices. The management team reviews and discusses the design of various incentives, plan governance, performance measures and approval mechanisms of all Total Rewards programs for all associates.

In February 2022, the Compensation and Talent Committee reviewed and discussed the management team’s comprehensive assessment of the potential risks related to or arising from our Company-wide compensation programs, policies and practices. As part of its review, the Compensation and Talent Committee also noted the following factors that reduce the likelihood of excessive risk-taking:

•Our overall compensation levels are competitive with the market and structured to deliver a balanced mix of both fixed and variable forms of compensation and long-term and short-term plans.

•Annual and long-term performance measures used to determine performance-based payouts are directly linked to the financial and non-financial performance of the Company and aligned with the long-term interests of our shareholders.

•Awards under our AIP and PSUs are capped and are paid on a sliding scale, with the amount earned interpolated for results between threshold and target, and target and maximum. The Compensation and Talent Committee has discretion to adjust performance-based awards when it determines that such adjustments would be appropriate based on our interests and the interests of our shareholders. Additionally, the Board maintains a recoupment policy for the clawback of both cash and equity-based incentives in the event of misconduct.

•Executive officers are subject to significant stock ownership guidelines and holding requirements and are prohibited from hedging and pledging stock and short sales.

Based on its review and discussion of the assessment, the Compensation and Talent Committee has concluded that our compensation programs do not create risks that would be reasonably likely to have a material adverse effect on the Company.

Oversight of Cybersecurity and Data Privacy

Information security and privacy are of significant importance to our stakeholders. We operate in a highly-regulated industry. Federal, state and international laws and contractual commitments regulate our collection, use and disclosure of confidential information such as protected health information and personally identifiable information. Our success depends on maintaining a high level of trust among consumers, clients, providers, regulators and our associates. Protecting this information is crucial and is reflected in our Code of Conduct and privacy policies.

Our Board monitors cybersecurity risk along with system migrations, conversions and development. Our Board receives a report at least quarterly from our Chief Information Security Officer regarding our Information Security Program, including cybersecurity risks. Also, the Board periodically receives third-party assessments of our information security. In addition, the Audit Committee receives regular updates on both information security and data privacy, and oversees data privacy, integrity, incident and breach risks.

In addition to Board and committee oversight and management assessment and monitoring of these risks, we make it a priority to equip associates with the tools and skills needed to support our Information Security Program. We provide annual security-awareness training, which covers timely and relevant topics, including social engineering, phishing, password protection, confidential data protection, acceptable asset use and mobile security. Our comprehensive privacy-incident response and prevention program educates associates on the importance of reporting all incidents immediately. Each incident is reviewed and action is taken to address issues identified, mitigate any potential impact and assess our obligations to notify consumers, clients, regulators, the media and others.

Detailed information regarding how we implement our Privacy Policy, including our Personal Information Privacy Protection Policy, HIPAA Notice of Privacy Practices and Web Privacy Statement are available at www.anthem.com/privacy.

Anthem, Inc.          23

Corporate Governance

Corporate Responsibility

Our purpose is to improve the health of humanity. Our focus on community health and environmental sustainability is demonstrated by our ability to make a positive difference in the health and well-being of our consumers, the communities we serve, our associates and the environment around us.

OUR CONSUMERS	OUR COMMUNITIES	OUR ASSOCIATES	OUR ENVIRONMENT
Focus on care that delivers better health outcomes	Focus on closing healthcare gaps in the diverse communities we serve	Foster an inclusive and trusting environment where all associates have the opportunity to succeed	Focus on the future well-being of the world around us

UN Global Compact

Anthem is a signatory to the United Nations Global Compact ("UNGC"), the world’s largest corporate sustainability initiative and a call to companies to align with universal principles on human rights, labor, environment and anti-corruption, and take actions that advance societal roles. As part of our commitment to the UNGC, we have identified the seven United Nations Sustainable Development Goals that offer us the greatest opportunity for impact given their relevance to our business. Our corporate responsibility strategy is focused on advancing the following goals: No Poverty, Zero Hunger, Good Health and Wellbeing, Gender Equality, Reduced Inequalities, Sustainable Cities and Communities and Climate Action.

Annual Impact Report

Our Corporate Responsibility Report and our upcoming Annual Impact Report provide information on our ESG practices and performance related to governance, our workplace, community health and the environment. These reports are prepared in accordance with the GRI Core Reporting Guidelines and include SASB aspects and are available at https://www.anthemcorporateresponsibility.com/gri-index and https://ir.antheminc.com/financial-information/annual-reports. Our Governance Committee monitors our corporate social responsibility and environmental sustainability initiatives and performance.

Our Consumers

We are focused on whole person care and are committed to creating a simpler, more accessible and more affordable healthcare experience for our consumers. We advance innovative solutions that improve the everyday lives of our diverse consumer population.

60%of our healthcare spending in 2021 was in value-based caremodels Acquired myNEXUS, a comprehensive home-based nursing management company, in 2021 Sydney Health, Anthem's digital engagement platform, had an 82% increase year-over-year in members using the platform

•Improve Quality

We are partnering with healthcare providers to improve the quality and affordability of healthcare through value-based care models, with 60% of our 2021 healthcare spend being in value-based arrangements. We increased the amount we paid healthcare providers through value-based payments by over 20% in 2021 to reward them for reducing the cost of care and improving healthcare outcomes for our consumers. We are also focused on increasing the percentage of our consumers seeing a high-performing primary care provider to ensure strong cost and quality performance. At the end of 2021, we saw a 180 basis point improvement year-over-year in consumers attributed to high-performing providers.

•Drive Whole Person Care

In 2021, we acquired myNEXUS, Inc., a comprehensive home-based nursing management company. myNEXUS delivers integrated clinical support services to approximately 1.7 million Medicare Advantage members across 20 states. This acquisition is key to our strategy to manage integrated, whole person multi-site care and support, by providing national, large-scale expertise to manage nursing services in the home and facilitate transitions of care.

24          2022 Proxy Statement

Corporate Governance

•Improve Accessibility

In 2021, Sydney Health, Anthem's digital engagement platform for health plan members, had more than 53 million digital visits, a 24% increase from the previous year. Much of this increase was driven by an 82% increase in members using the Sydney Health platform year-over-year. We now have over 10 million members registered on our Sydney Health platform. Sydney Health gives members access to personalized health and wellness resources; medical, pharmacy, dental, vision, life, and disability benefits details; as well as virtual care services—all in one place.

•Address Drivers of Health

We are working to address the social drivers of health for our members and associates. For example, in our Medicare business, we offer members a choice of value-added benefits that suit their individual needs, such as healthy food delivery, transportation, over-the-counter benefits and assistive devices. In our Medicaid business, for example, we are partnering with ride-sharing organizations to provide our members transportation for doctor visits and vaccines. In 2021, we helped enable 60 million rides to and from COVID-19 vaccination sites for low-income, uninsured and at-risk communities through a partnership with Lyft.

Our Communities

We are committed to improving lives and communities. Anthem and its nearly 100,000 associates have deep roots in the communities where we live and work. Through strategic partnerships and programs, we are addressing health inequities and social injustice in the diverse communities we serve. The Anthem Foundation (“our Foundation”) assists in carrying out several of these initiatives.

Over$45 millionin active Anthem Foundation grants and sponsorships, with a focus on Maternal-child Health, Food as Medicine and Substance Use Disorder Over 90,000 volunteer hours by our associates and $7.4 million donated through Associate Engagement Programs in 2021 Over $120 millioncommitted to affordable housingprojects in 2021 to improve housing security for traditionally underserved populations

Our Foundation

Our Foundation has over $45 million in active grants and sponsorships supporting nonprofit organizations. In 2021, our Foundation refreshed its strategic plan with a vision of improving the health of the socially vulnerable through partnerships and programs. Through a Foundation investment of up to $90 million over the next three years and our associates’ volunteer efforts, we are accelerating our community health impact in the areas of Maternal-child Health, Food as Medicine, Substance Use Disorder and Disaster/Personal Tragedy.

•Maternal-child Health

Our Foundation plans to invest up to $30 million over the next three years to support programs that help women and their babies achieve optimal health and well-being. In December 2021, nearly $15 million of this commitment was awarded to 18 nonprofit organizations. Anchoring this work is our $7 million award to Creating Healthier Communities. To combat racial disparities in maternal healthcare, this grant aims to bring to market a novel point-of-care tool developed to screen pregnant Black women for stress and social drivers of health that are predictors of preterm birth. This tool will be adapted to support maternal healthcare and for use with electronic medical records. A study will also be conducted to determine the tool’s efficacy by assessing changes in preterm birth rates among pregnant women screened by the tool who are engaged in programming to support health-related social needs.

•Food as Medicine

We believe food and nutrition are critical to reach full potential for health. In 2021, a $1 million grant provided to Feeding America, the nation’s largest domestic hunger-relief organization, expanded the ‘Food is Medicine’ program—an effort in which healthcare staff conduct universal food insecurity screenings and partner with food banks to implement interventions. The program supported 14 Feeding America member food banks as they collaborated with healthcare partners to screen 100,000 patients for food insecurity in 2021.

Building on this work, over the next three years, our Foundation plans to invest up to $30 million to support programs that address food insecurity by helping individuals reach optimal health through good nutrition. In September 2021, our Foundation issued a request for proposals to address food insecurity, to which over 130 nonprofit organizations responded.

Anthem, Inc.          25

Corporate Governance

•Substance Use Disorder

We support the mental health and well-being of our communities. As such, our Foundation plans to invest up to $30 million over the next three years to support programs that address mental health, with an emphasis on Substance Use Disorder. We are focusing on programs that work to address an array of care and service options, including prevention and early intervention, crisis response and intervention, long-term intervention, and community resources and recovery supports. In addition, our partners will address racial disparities and biases, promote whole person care, focus on the needs of local communities, and drive specific, measurable outcomes. Our Foundation issued a request for proposals to address Substance Use Disorder to nonprofits in January 2022.

•Disaster / Personal Tragedy

Anthem and our nearly 100,000 associates have deep roots in the communities where we live and work, and together since the earliest days of the pandemic, we have been standing with and supporting our communities and helping those affected by COVID-19 and its lasting implications. Through relationships with nonprofit organizations addressing not only the physical and mental challenges of the pandemic, but also helping eliminate health disparities, economic insecurity and racial inequity, our Foundation directed more than $50 million to nonprofit organizations on the forefront of prevention, treatment and recovery efforts in the country’s most impacted areas.

In addition to fulfilling our COVID-19 response pledge, when it comes to disaster-relief efforts, we believe that the best approach is proactive. That’s why in 2021 our Foundation renewed its Annual Disaster Giving Program ("ADGP") partnership with the American Red Cross. As a $1 million–level partner, Anthem joins fellow ADGP members to help provide a reliable funding base for disaster-relief services. These funds enable the Red Cross to respond immediately to disasters anywhere in the United States.

Affordable Housing Investments

As part of our focus to address unmet social needs, we committed over $120 million to affordable housing projects in 2021. Anthem's commitments over the past year will lead to the construction of more than 500 affordable housing units for families in Tennessee, Florida and Texas. Since 2006, we have invested over $500 million in affordable housing.

Our Associates

We are committed to fostering an inclusive and trusting environment where all associates have the opportunity to succeed. We believe the highest level of performance is achieved when strategy and culture are aligned. Therefore, shaping culture is a foundational element of our long-term strategy.

Anthem’s 2021 Associate Satisfaction Index increased by 7% over the last survey in 2019 Our managers are diverse, with 65%being women and 35%being racially or ethnically diverse in the U.S. Our Business Resource Groupsengage nearly 20%of our U.S. workforce

•Great Place to Work®

Anthem was first certified as a Great Place to Work® at the end of 2020, based on feedback and input from a representative sampling of our associates about their work experiences at Anthem. Building on that momentum, Anthem was also recognized by Fortune as a Fortune 100 Best Companies to Work For™, as well as one of the 2021 Best Workplaces in Financial Services and Insurance™. In 2021, for the second year in a row, Anthem earned its Great Place to Work® certification.

•Diversity, Equity and Inclusion

Our commitment to a diverse workforce begins with our Board of Directors. Our Board is diverse in both gender and race/ethnicity, as 40% of our directors are women and 40% are racially or ethnically diverse. Across our U.S. workforce, 77% of our associates are women and 50% are racially or ethnically diverse, while 65% of our managers are women and 35% are racially or ethnically diverse. Our associates’ diversity provides valuable cultural insights, perspectives and experiences that help us as we seek to ensure access to high-quality, affordable healthcare for those we serve.

26          2022 Proxy Statement

Corporate Governance

GENDER DIVERSITY OF WORKFORCE*	RACIAL / ETHNIC DIVERSITY OF WORKFORCE*
GENDER DIVERSITY OF MANAGEMENT*	RACIAL / ETHNIC DIVERSITY OF MANAGEMENT*

*     Information based on EEO-1 Report data as of December 31, 2021 and includes Anthem associates in the U.S. only.

•Pay Equity

We are committed to pay equity for all associates. In 2021, Fair Pay Workplace named us to their inaugural list of certified Fair Pay Workplaces after completing a strenuous and detailed evaluation process. This certification is the first step in an ongoing, comprehensive process based on detailed third-party statistical measures designed to measure, evaluate, and sustain fair pay practices across gender, race and ethnicity at Anthem.

In 2020, we partnered with a third party to conduct a complex gender and race pay equity analysis, which confirmed that the roles our associates play and their performance, experience and geographic location are the main predictors of pay. After accounting for factors such as age, performance rating and level of education, the analysis found that base pay for females and people of color is within one percentage point of their male and white counterparts. To prevent unexplained pay gaps and ensure that we remain a champion of pay equity for all associates, we will continue to monitor our pay practices and diligently address cases that cannot be explained by objective factors.

•Development and Engagement

From an associate development perspective, we offer a robust catalog of career and leadership development opportunities, enabling the improvement of current skills and/or the development of new skills in preparation of future opportunities. In 2021, we invested a significant amount in human capital development, averaging 26 hours of training and development per associate. Nearly 20% of our U.S. workforce participated in our nine business resource groups, which provide associates meaningful opportunities to connect, collaborate and grow. We also saw a 7% increase on our 2021 Associate Satisfaction Index compared to the last survey in 2019. The total Associate Satisfaction Index score for 2021 was 87%.

Our sustained commitment to these values has garnered external recognition that highlights our accomplishments in such areas as employment of veterans and people with disabilities, inclusive environments for LGBTQ+ associates and advancement opportunities for women and people of color.

Anthem, Inc.          27

Corporate Governance

Our Environment

As a health company, we recognize the link between environmental health and the health of our consumers and communities. We are committed to continually improving the environmental sustainability of our operations and business activities and are focused on the future well-being of the world around us.

Producing 100% renewable electricity via solar purchase agreements - enough to power all Anthem offices A commitment to engage with suppliers on setting their own science-based greenhouse gas reduction targets Over50% of our real estate is certified under third party sustainability programs

•Renewable Energy

We are the first U.S. health benefits company to join RE100, committing to 100% renewable electricity. In 2021, we produced enough renewable electricity via offsite utility scale solar power purchase agreements to power all of our offices and data centers. We are proud to have met our 100% renewable energy target and commitment to RE100 four years ahead of schedule. Through renewable energy procurement and demand side efficiency strategies, we decreased our combined scope 1 and 2 greenhouse gas emissions by nearly 90% compared to baseline year 2019. This is in alignment with a pathway to limit global warming to 1.5 degrees Celsius.

•Supplier Engagement

In 2021, we established a target to engage with 70% of our indirect spend supply chain on setting their own science-based greenhouse gas emissions reduction goals by year-end 2023. In 2021, approximately 23% of our in-scope supplier spend had established reduction goals. Throughout 2022, we will be leveraging the CDP (formally known as the Carbon Disclosure Project) tool to further engage with suppliers on setting targets as well as assessing value chain, climate-related risks and opportunities.

•Sustainable Workplace

We leverage LEED, Fitwel and Energy Star certification programs to ensure our offices and data centers have reduced environmental impacts while improving occupant health. Over 50% of our real estate portfolio is LEED, Energy Star or Fitwel certified, and our Indianapolis headquarters is one of the largest LEED Gold certified buildings in Indiana. We are also proud to have been recognized as a Fitwel Best in Building Health winner.

Code of Conduct

We have adopted a Code of Conduct (the “Code”) for our directors, executive officers and other associates. The purpose of the Code is to focus on areas of ethical risk, provide guidance in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct and help foster a culture of honesty and integrity. By understanding and following the Code, our associates help safeguard our integrity and reputation as an ethical, caring company. The Code is posted on our website at https://ir.antheminc.com/governance-corporate-documents.

Everyone is required to act in accordance with the requirements of the Code. Waivers of the Code for any director, our Chair, our President and CEO, our Chief Financial Officer and our other executive officers may only be made by the Board or by a Board committee composed of independent directors. Any such waiver and any amendment to the Code will be posted on our website at https://ir.antheminc.com/governance-corporate-documents. During 2021, there were no waivers of the Code for any of our directors, our Chair, our President and CEO, our Chief Financial Officer or any of our other executive officers.

28          2022 Proxy Statement

Corporate Governance

Shareholder Engagement

Building positive relationships with our shareholders is critical to our long-term success. For this reason, we spend significant time meeting with our shareholders, listening to their concerns and responding to their feedback. As described below, we engaged with our largest shareholders, representing a majority of our outstanding shares of common stock in the aggregate, through our robust outreach and engagement program in 2021.

SUMMER		FALL
•Review voting results of our most recent Annual Meeting of Shareholders. •Evaluate proxy season trends, corporate governance leading practices and peer company practices.		•Active outreach with our largest shareholders to discuss corporate governance, executive compensation, environmental and social matters and other areas of interest. •Shareholder feedback is shared with the Board and Board committees.
SPRING		WINTER
•Publish annual proxy statement. •Active outreach with our largest shareholders to discuss important items to be considered at our Annual Meeting of Shareholders. •Shareholder feedback is shared with the Board and Board committees. •Hold our Annual Meeting of Shareholders.		•Board uses the feedback from our engagement meetings in its review of governance and compensation practices for the coming year. •Begin drafting the proxy statement and consider disclosure improvements based on engagement feedback.

In addition, our management team regularly meets with shareholders to discuss our strategic plan, consolidated business results and capital structure, and other topics of interest to shareholders. We also participate in numerous investor conferences throughout the year and host a biennial investor day. We value our relationship with our shareholders and believe that we strengthen our ability to lead the Company by constructively discussing our business and strategy.

We were pleased that our shareholders overwhelmingly approved the non-binding advisory vote on our executive compensation in 2021, as approximately 94% of votes cast were voted in favor of the proposal. Nevertheless, we continue to examine our executive compensation program to ensure alignment between the interests of our executive officers and our shareholders.

Communications with the Board

Individuals may communicate with the Board by submitting an email to our Board at this address: boardofdirectors@anthem.com. Communications that are intended specifically for non-management directors or any individual director should be sent to the email address above to the attention of the Board Chair. Individuals may also communicate with the Board by submitting a letter to our Secretary at Anthem, Inc., 220 Virginia Avenue, Indianapolis, Indiana 46204, Mail No. IN0204-A381.

The process for collecting and organizing communications, as well as similar or related activities, has been approved by our independent directors. Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items which are unrelated to the duties and responsibilities of the Board should be excluded, such as spam, junk mail and mass mailings, medical claims inquiries, new product suggestions, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any such unsuitable communication is made available to any director upon request.

Anthem, Inc.          29

Corporate Governance

Board Structure

Board Leadership Structure

Elizabeth E. Tallett currently serves as the independent Chair of the Board and has held that position since 2018. The Board has the flexibility to establish a leadership structure that works best for the Company at a particular time and reviews that structure periodically. Currently, the positions of Chair of the Board and CEO are held by two different people. Our Corporate Governance Guidelines require that our independent directors elect a Lead Director annually when the positions of Chair and CEO are filled by the same person or when the Chair is not an independent director. There is currently no Lead Director because we have an independent Chair. The Board also recognizes the important leadership roles played by the Chair of each of the committees of the Board. The Board evaluates its leadership structure from time to time and changes it as circumstances warrant.

Director Independence

Our Board has adopted standards to assist it in making determinations of independence and determining whether or not a director or director nominee has a material relationship with us. These standards are available on our website at https://ir.antheminc.com/governance-corporate-documents. Our Board has determined that all of our directors and director nominees, other than Ms. Boudreaux, meet these standards, have no material relationship with us and are “independent” as defined by the New York Stock Exchange (“NYSE”) listing standards and the rules of the SEC.

Board Meetings, Executive Sessions and Attendance

During 2021, the Board held seven meetings. The independent directors generally meet in an executive session at both the beginning and end of each regularly scheduled Board meeting, with the Chair of the Board presiding over the sessions. Our Board committees also conduct executive sessions that are presided over by the Chair of the respective committee. Each director attended at least 75% of the total meetings of the Board and each committee on which he or she served that were held when he or she was a director or committee member.

Our policy is that Board members are expected to attend each annual meeting of shareholders. All members of the Board then in office attended our 2021 annual meeting of shareholders.

30          2022 Proxy Statement

Corporate Governance

Standing Committees of the Board

There are four standing committees of the Board. From time to time, the Board, in its discretion, may form other committees. The following table provides membership information for each of the Board standing committees as of April 1, 2022, including each independent Chair.

Directors	Audit Committee	Compensation and Talent Committee	Governance Committee	Finance Committee
Gail K. Boudreaux
R. Kerry Clark				Chair
Susan D. DeVore
Robert L. Dixon, Jr.
Lewis Hay, III	Chair
Bahija Jallal			Chair
Antonio F. Neri
Ramiro G. Peru		Chair
Ryan M. Schneider
Elizabeth E. Tallett

Set forth below are the primary responsibilities of each of the standing committees as described more fully in their charters, which are available on our website at https://ir.antheminc.com/governance-corporate-documents.

Audit Committee
	Principal Responsibilities: •The Audit Committee represents and assists the Board in its oversight of our accounting, financial reporting and internal controls over financial reporting. •In its oversight of our financial statements and the independent audit thereof, the Audit Committee is responsible for the selection, evaluation and, where deemed appropriate, replacement of the independent registered public accounting firm, and for the evaluation of the independence of the independent registered public accounting firm. •The Audit Committee is directly involved in the selection of the auditor’s lead engagement partner. •The Audit Committee is also responsible for the oversight of our ethics and compliance program and Code of Conduct, as well as assisting the Board in overseeing the processes by which we identify, assess, monitor and manage our exposure to major risks. The Chief Compliance Officer facilitates our compliance program and reports independently to the Audit Committee. The Audit Committee regularly receives a detailed report from the Chief Compliance Officer regarding our compliance program activities. See “Audit Committee Matters — Audit Committee Report” and “Corporate Governance — The Board’s Role and Responsibilities — Board Role in Risk Oversight.” The Audit Committee met separately at several meetings during 2021 with executive management (including the Chief Financial Officer 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 accountingfirm. 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, with the exception of Mr. Dixon, each of the Audit Committee members is an “audit committee financial expert” as defined by the SEC’s rules.
Lewis Hay, III – Chair Members: R. Kerry Clark Susan D. DeVore Robert L. Dixon, Jr. Antonio F. Neri Meetings in 2021:8

Anthem, Inc.          31

Corporate Governance

Compensation and Talent Committee
	Principal Responsibilities: •The Compensation and Talent Committee assists the Board in discharging its responsibilities relating to compensation and benefits provided to our executive officers (which are determined by the Compensation and Talent Committee in its sole discretion), including overseeing an assessment of the risks related to our compensation policies and practices. See “Corporate Governance — The Board’s Role and Responsibilities — Board Role in Risk Oversight — Assessment of Compensation-Related Risks.” •The Compensation and Talent Committee sets the compensation level of our CEO and other executive officers based on an evaluation of the executive’s performance in light of our goals and objectives. •The Compensation and Talent Committee may take into consideration when setting the compensation levels of the executive officers (other than the CEO) any recommendations of the CEO with respect to the other executive officers. •In addition, the Compensation and Talent Committee has directly engaged Willis Towers Watson US LLC (“WTW”), an outside compensation consultant, to assist in the evaluation of CEO and executive officer compensation, as authorized under its charter. WTW reports directly to the Compensation and Talent Committee, participates regularly in Compensation and Talent Committee meetings and advises the Compensation and Talent Committee with respect to compensation trends and best practices, plan design and the reasonableness of individual compensation awards. In 2021, WTW replaced Semler Brossy Consulting Group LLC ("Semler Brossy"), who had been the committee's independent compensation consultant since 2010. Prior to engaging WTW, the Compensation and Talent Committee assessed the independence of WTW pursuant to, and based on the factors set forth in, the SEC's and NYSE's rules and concluded that no conflict of interest exists that would prevent WTW from independently advising the Compensation and Talent Committee. •The Compensation and Talent Committee reviews and discusses talent acquisition and talent retention, and also monitors our programs and practices related to workforce diversity and inclusion. 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. During 2021, 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 or was involved in a related person transaction requiring disclosure under Item 404 of Regulation S-K.
Ramiro G. Peru – Chair Members: Bahija Jallal Ryan M. Schneider Elizabeth E. Tallett Meetings in 2021:7

32          2022 Proxy Statement

Corporate Governance

Governance Committee
	Principal Responsibilities: •The Governance Committee assists the Board in discharging its responsibilities relating to Board composition and evaluations, non-employee director compensation and corporate governance by identifying and recommending individuals for nomination as members of the Board, recommending to the Board the overall non-employee director compensation policy and developing and recommending to the Board a set of corporate governance guidelines. •The Governance Committee also is responsible for reviewing, at least annually, our political strategy, contributions and activities, including our Political Contributions & Related Activity Report, and overseeing compliance with our policies and procedures regarding political contributions and activities. •In addition, the Governance Committee monitors our corporate social responsibility and environmental sustainability initiatives (including climate-related matters) as set forth in our Corporate Responsibility Report and upcoming Annual Impact Report, both of which are prepared in accordance with the GRI Core Reporting Guidelines and include SASB aspects. •The Governance Committee has directly engaged Compensation Advisory Partners LLC (“CAP”), an outside compensation consultant, to assist in the evaluation of director compensation, as authorized under its charter. CAP reports directly to the Governance Committee. During 2021, CAP advised the Governance Committee with respect to director compensation trends and leading practices, plan design and the reasonableness of director compensation. CAP does not provide any other services to the Company. The Governance Committee assessed the independence of CAP pursuant to, and based on the factors set forth in, the SEC’s and NYSE’s rules and concluded that no conflict of interest exists that would prevent CAP from independently advising the Governance Committee. The Board has determined that each of the members of the Governance Committee is “independent” as defined by the NYSE listing standards.
Bahija Jallal – Chair Members: Antonio F. Neri Ryan M. Schneider Elizabeth E. Tallett Meetings in 2021: 4

Finance Committee
	Principal Responsibilities: •The Finance Committee assists the Board in fulfilling its responsibilities related to our capital structure, financial policies, financing strategies and financial condition. •The Finance Committee is responsible for approving our annual capital plan and reviewing the issuance and retirement of debt and other securities and our credit facilities, as well as reviewing investment and financial risk management strategies. •The Finance Committee provides guidance to the Board on significant policies and matters of financial corporate governance, including our use of capital, dividend policy, share repurchase program and credit ratings. •The Finance Committee reviews our external insurance risk management program and insurance coverage. •The Finance Committee also reviews proposed material mergers, acquisitions and divestitures, approving certain of these transactions subject to Board delegation, and reviews the performance of completed material mergers, acquisitions and divestitures. The Board has determined that each of the members of the Finance Committee is “independent” as defined by the NYSE listing standards.
R. Kerry Clark – Chair Members: Susan D. DeVore Robert L. Dixon, Jr. Lewis Hay, III Ramiro G. Peru Meetings in 2021: 7

Anthem, Inc.          33

Corporate Governance

Board Practices, Processes and Policies

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:

Board Independence	•Independent Chair of the Board •Nine out of ten directors are independent •Only independent directors serve on the Audit, Compensation and Talent, Governance and Finance Committees
Board Diversity	•Four out of ten directors are women •Four out of ten directors are racially or ethnically diverse •Balanced director tenure, with the average tenure being approximately 6.9 years •Board composition is also diverse in age, geographic location, skills and experiences
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 •Directors 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 •Directors may not serve on more than three other public company boards •Our CEO may serve on no more than one other public company board •Rotation of lead partner of our independent registered public accounting firm 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

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.

34          2022 Proxy Statement

Corporate Governance

Current versions of the following documents are available on our website at https://ir.antheminc.com/ governance-corporate-documents and www.antheminc.com/AboutAnthemInc/PublicAffairs/PoliticalContributions/index.htm.

Governance Documents at www.antheminc.com •Articles of Incorporation •Bylaws •Corporate Governance Guidelines  •Standards of Director Independence •Code of Conduct •Insider Trading Policy •Board Committee Charters •Political Contributions & Related Activity Report

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

Director Evaluation Process

Board, committee and individual director evaluations play a critical role in ensuring the effective functioning of our Board. Each year our Board conducts a rigorous evaluation process, including an evaluation of the full Board, committee evaluations, director self-evaluations and peer evaluations. The evaluation process is multi-faceted and can be summarized as follows:

Solicitation	Board, committee and individual director performance evaluations: •Board evaluation is facilitated by the Chair of the Governance Committee and an external party •Individual director assessments are facilitated by an external party •Committee evaluations are conducted for each of the committees upon which directors serve
Evaluation and Assessment	Directors provide feedback regarding the Board, committees and peers: •Evaluation of Board membership •Exploration of Board member behaviors as compared to those of effective boards •Assessment of meetings, materials and Board deliberations •Examinations of key functions, including those that maximize shareholder value
Board Review	•Summary of Board and committee evaluations, in addition to individual director feedback, provided to the Board •Chairs of each of the committees lead a discussion of committee evaluation results •External party communicates the results of the individual director assessments to the Board, as well as the individual directors
Incorporation of Feedback	•Follow-up items are addressed at subsequent Board or committee meetings •As appropriate, Board and committee action plans are prepared to address any issues

Director Orientation and Continuing Education

All new directors on our Board receive an orientation to the Company and training that is individually tailored, taking into account the director’s experience, background, education and committee assignments. Our new director orientation program is led by members of senior management, in consultation with the Chair of our Board, and covers a review of our business segments, strategic plans, financial statements and policies, risk management framework, regulatory matters, our internal and external auditors, corporate governance and key policies and practices (including our Code of Conduct), as well as the roles and responsibilities of our directors.

Continuing education occurs at Board and committee meetings, with specific topics of interest covered by management or outside experts. Information on director education programs that might be of interest on developments in our industry, corporate governance, regulatory requirements, the economic environment, and other matters relevant to their duties as a director of our Company are made available to directors. The Board encourages directors to participate in continuing education programs and reimburses directors for the expense of such participation.

Anthem, Inc.          35

Corporate Governance

Review and Approval of Transactions with Related Persons

Policy

The Board has adopted a written policy and procedures for the review, approval and monitoring of transactions involving us and “related persons” (directors and executive officers, shareholders owning five percent or greater of our outstanding common stock, or their immediate family members). The policy covers any transaction in which we are a participant that involves amounts exceeding $120,000 in any calendar year and in which a related person has or will have a direct or indirect interest (other than solely as a result of being a director or a less than ten percent beneficial owner of another entity), and provides that the Governance Committee shall prohibit any such transaction if it determines it to be inconsistent with the interests of the Company and our shareholders.

Related person transactions must be approved or ratified by the Governance Committee of the Board. In considering the transaction, the Governance Committee will take into account, among other factors it deems appropriate, whether the terms of the transaction are no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The policy includes several categories of standing pre-approved transactions, including, but not limited to, transactions involving competitive bids, certain banking-related services, certain transactions involving amounts not in excess of the greater of $1 million or 2% of the other company’s total annual gross revenues and ordinary course transactions under $500,000. The Governance Committee periodically reviews and assesses ongoing transactions to confirm that the transactions comply with the Governance Committee’s guidelines and remain appropriate.

Current Transactions

In the ordinary course of business, we may, from time to time, engage in transactions with other companies whose officers or directors are also our directors or are immediate family members of our directors. Transactions with such companies are conducted on an arm’s length basis, and in 2021, all of these transactions came within the pre-approval procedures of the Governance Committee consistent with the above policy or the Governance Committee determined that the director did not have a material direct or indirect interest in the transaction.

Compensation of Non-Employee Directors

Process

The compensation of our non-employee directors is paid in the form of annual retainers for Board members and committee chairs and annual stock awards. An annual retainer is also paid when the Chair of the Board is not an employee or there is a Lead Director. In addition, pro-rata stock awards are granted to non-employee directors who join the Board mid-year. Our 2021 compensation for non-employee directors was as follows:

Compensation Element		2021
Annual Retainer – Cash Portion	$	125,000
Annual Retainer – Company Stock Portion	$	195,000
Annual Committee Chair Retainers
•Audit Committee	$	30,000
•Compensation and Talent, Governance and Finance Committees	$	20,000
Annual Retainer for Non-Executive Chair of the Board, if any	$	240,000
Annual Retainer for Lead Director, if any	$	35,000

Ms. Boudreaux, as an employee director, does not receive any compensation for her service as a director. Ms. Boudreaux’s 2021 compensation is shown in the Summary Compensation Table.

36          2022 Proxy Statement

Corporate Governance

Directors’ Compensation Table

The compensation actually paid to our non-employee directors for service during 2021 was as follows:

Name	Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
R. Kerry Clark	$	145,319		$	194,681	$	10,000	$	350,000
Susan D. DeVore	$	51,712		$	153,662	$	—	$	205,374
Robert L. Dixon, Jr.	$	125,319		$	194,681	$	30,640	$	350,640
Lewis Hay, III	$	155,319		$	194,681	$	4,705	$	354,705
Julie A. Hill	$	58,558		$	—	$	856,767	$	915,325
Bahija Jallal	$	137,208	(4)	$	194,681	$	10,000	$	341,889
Antonio F. Neri	$	125,319		$	194,681	$	—	$	320,000
Ramiro G. Peru	$	145,319		$	194,681	$	20,640	$	360,640
Ryan M. Schneider	$	125,319		$	194,681	$	—	$	320,000
Elizabeth E. Tallett	$	365,319	(4)	$	194,681	$	10,000	$	570,000

(1)In addition to annual Board and committee retainer fees, amounts include $319.23 paid in cash to each non-employee director then serving or elected at the 2021 annual meeting of shareholders, which represents cash payments in lieu of issuing fractional shares in connection with the annual grant of phantom shares of our common stock received on the date of our annual meeting of shareholders.

(2)The amounts in this column reflect the grant date fair value of stock awards issued to each non-employee director during the year ended December 31, 2021, in accordance with Accounting Standards Codification Topic 718, “Compensation — Stock Compensation” (“ASC Topic 718”). Each non‑employee director then in office received 493 deferred shares of our common stock for the annual retainer grant of shares of our common stock on the date of our annual meeting of shareholders (May 26, 2021). Amounts also include $153,662 for Ms. DeVore, in connection with her pro-rata annual stock grant received upon joining the Board. The deferred shares will be converted into common stock upon the lapse of the deferral period. See also “— Board Equity Compensation and Stock Ownership Guidelines.” The grant date fair value for the 2021 stock awards is calculated by multiplying the closing price of our common stock on the NYSE on the date of grant by the number of shares in the stock award. As of December 31, 2021, each non-employee director had the following number of deferred shares under our Board of Directors’ Deferred Compensation Plan (“Board Deferred Compensation Plan”) for all years of service as a director:

Director	Deferred Shares (as of 12/31/21)
R. Kerry Clark	7,754
Susan D. DeVore	416
Robert L. Dixon, Jr.	3,688
Lewis Hay, III	9,621
Julie A. Hill	—
Bahija Jallal	2,902
Antonio F. Neri	3,039
Ramiro G. Peru	3,688
Ryan M. Schneider	1,714
Elizabeth E. Tallett	9,006

No non-employee directors currently have any stock options outstanding. The deferred shares for each director are included in the Security Ownership of Certain Beneficial Owners and Management — Stock Held by Directors, Nominees and Executive Officers table on page 78.

(3)Includes: (i) matching charitable contributions made by our Foundation on behalf of Messrs. Clark, Dixon and Hay and Mses. Hill, Jallal and Tallett (see “— Matching Gift Program”); (ii) dividend equivalents paid on directors’ deferred shares that vested in 2021 of $20,640 each to Messrs. Dixon and Peru and Ms. Hill; and (iii) dividend equivalents of $826,127 paid to Ms. Hill upon her retirement from the Board. This column does not include perquisites received by a director to the extent the amount of all such perquisites received by such director was less than $10,000.

(4)All of Ms. Jallal’s and 60% of Ms. Tallett’s 2021 cash compensation was deferred by each pursuant to the Board Deferred Compensation Plan, other than amounts paid in cash in lieu of a fractional share.

Anthem, Inc.          37

Corporate Governance

Anthem Board of Directors’ Deferred Compensation Plan

Cash fees paid to directors may be deferred under the Board Deferred Compensation Plan, which provides a method of deferring payment until a date selected by the director. Deferred cash fees accrue interest at a declared interest rate, which is determined on January 1 of each year and is the average of the 10-year U.S. Treasury Note monthly average rates for the 12-month period ending on September 30 of the previous year, plus 150 basis points, but not to exceed 120% of the applicable federal long-term rate, with compounding. Fees paid to non-employee directors in our common stock may also be deferred under the Board Deferred Compensation Plan for a period longer than the minimum deferral period discussed below, with the cash dividends accruing during the deferral period and paid in cash at the end of the deferral period. Fees paid in stock and deferred under the Board Deferred Compensation Plan are distributed in stock pursuant to their election under the Plan.

Matching Gift Program

Directors are eligible to participate in our Foundation matching gift program. Under this program, our Foundation matches 100% of charitable donations to qualified entities up to a maximum of $10,000 per year for each director.

Board Equity Compensation and Stock Ownership Guidelines

For 2021, each non-employee director then in office received, subject to the deferral described below, an annual grant, on the date of our annual meeting of shareholders, of the number of shares of our common stock equal to $195,000, with the amount of any fractional share paid in cash. In 2021, each such non-employee director received 493 deferred shares based on the market price of $394.89 per share pursuant to this grant. In connection with her appointment as director, Ms. DeVore received a pro-rata grant of 416 deferred shares based on the market price of $369.38 on the date of grant. Each grant of common stock is deferred for a minimum of five years from the date of grant (or in the case of grants made after the annual meeting of shareholders, five years from the date of the annual meeting of shareholders that immediately precedes the date of grant). The shares of common stock, along with the cash dividends accrued thereon, will not be distributed until the earlier of the expiration of such deferral period or the date on which a director ceases to be a member of the Board.

In addition, each non-employee director has an obligation to own at least $625,000 of our common stock by no later than the fifth anniversary of the date such director became a member of the Board. For the purpose of this requirement, all shares directly owned and deferred shares are included in the calculation. Each of our non-employee directors owned sufficient shares to either meet, or be on track to meet, his or her ownership requirement as required under the guidelines, based on the average closing price of $376.75 during 2021.

38          2022 Proxy Statement

Executive Compensation

PROPOSAL 2

Advisory Vote to Approve the Compensation of Our Named Executive Officers

We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this proxy statement and in compliance with Section 14A of the Exchange Act.

Our executive compensation program is designed to attract, engage, motivate and retain a talented team of executive officers and to appropriately reward those executive officers for their contributions to our business, our consumers and our shareholders. Our Total Rewards program emphasizes performance-based compensation, and the majority of our CEO’s and other NEOs’ compensation is variable based on overall long-term Company performance. Our Total Rewards program contains financial and strategic goals, and the value of equity-based awards will depend on our long-term stock price performance. In considering your vote, we invite you to read the “Compensation Discussion & Analysis,” along with the tables and narrative discussion, beginning on page 40 for additional details about our executive compensation program, including information about the fiscal year 2021 compensation of our NEOs.

This proposal gives our shareholders the opportunity to express their views on our NEOs’ compensation (“Say-on-Pay”). The Say-on-Pay vote is not intended to approve any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we recommend that our shareholders vote “for” the following resolution at the annual meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, the compensation tables and the other related disclosures.”

The Say-on-Pay vote is advisory, and therefore not binding on the Company, our Compensation and Talent Committee or our Board. Our Board and our Compensation and Talent Committee value the opinions of our shareholders, and to the extent that there is any significant vote against the NEOs’ compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and our Compensation and Talent Committee will evaluate whether any actions are necessary to address those concerns.

The Board of Directors unanimously recommends a vote FOR Proposal 2, the advisory vote to approve the compensation of our Named Executive Officers.

Anthem, Inc.          39

Executive Compensation

Compensation Discussion & Analysis

This Compensation Discussion & Analysis (“CD&A”) describes our executive compensation program, our pay-for-performance compensation philosophy, the emphasis on creating long-term shareholder value and the methodology and governance process the Compensation and Talent Committee (the “Committee”) used to align compensation-related actions to Company performance in 2021. Also included are highlights of changes we have made to select programs in 2022 that are consistent with our philosophy and executive compensation objectives.

The CD&A focuses on our CEO, our CFO and the three other most highly compensated executive officers for 2021 (our “NEOs”), who are:

Gail K. Boudreaux President and Chief Executive Officer (CEO)	John E. Gallina Executive Vice President and Chief Financial Officer (CFO)	Peter D. Haytaian Executive Vice President and President of Diversified Business Group and IngenioRx	Gloria M. McCarthy Executive Vice President and Chief Administrative Officer	Felicia F. Norwood Executive Vice President and President of Government Business Division

Executive Summary

Executive Compensation Philosophy and Program Objectives

The Committee oversees the compensation program for our executive officers, including our NEOs, and determines their compensation. Our executive compensation program, which we refer to as Total Rewards, is designed to:

•Attract, engage, motivate, retain and appropriately reward executives for their contributions to our business, our consumers, our associates and our shareholders

•Closely align executive interests and rewards with the interests of our shareholders

•Recognize the need for a balance between executive rewards and the expectations of our stakeholders (consumers, shareholders, providers and associates)

•Drive the achievement of the Company’s purpose, mission, values and strategy

•Deliver compensation that is commensurate with Company and individual performance within the context of the external market

Our Total Rewards program is intended to be generally consistent in design and in aggregate size with market and good corporate governance practices We consider both external competitiveness and internal equity in the operation and administration of our program These objectives are extended beyond the executive ranks to include all associates and are intended to promote the Company’s culture, as well as enhance teamwork and equitable treatment

40          2022 Proxy Statement

Executive Compensation

A foundation of our strategy is to deliver on our commitments to those we serve as we strive to become a lifetime, trusted health partner. It is important that pay for our most senior leaders reflects their performance in delivering on those commitments.

In order to achieve these objectives, we structure our Total Rewards program in a manner that emphasizes the long-term performance of the Company by focusing on our purpose, our mission, our strategy and our values:

Purpose IMPROVING THE HEALTH OF HUMANITY

Mission IMPROVING LIVES AND COMMUNITIES. SIMPLIFYING HEALTHCARE. EXPECTING MORE.

Strategy Framework	A LIFETIME, TRUSTED HEALTH PARTNER
	MAXIMIZE THE POWER OF PARTNERSHIPS
	Exceptional Experiences We put the people we serve at the center of all that we do, to exceed expectations, optimize health outcomes and advance health equity for our consumers.	Aligned Organization We bring together the right resources and the right people, wherever we are, so that we anticipate and deliver with speed and accuracy.		Digital Platform for Health We connect with consumers, care providers and the entire health ecosystem to reinvent care delivery, operations and interactions.	Whole Health We partner to address physical, behavioral, social and pharmacy needs to improve health, affordability, quality and access for individuals and communities.
	INNOVATION TO IMPROVE HEALTH AND FUEL GROWTH
			HIGH-PERFORMANCE CULTURE

Values LEADERSHIP Redefine what’s possible COMMUNITY Committed, connected, invested INTEGRITY Do the right thing, with a spirit of excellence AGILITY Deliver today — transform tomorrow DIVERSITY Open your hearts and minds

Anthem, Inc.          41

Executive Compensation

2021 Performance Highlights

EARNINGS PER SHARE	TOTAL OPERATING REVENUE  ($ in millions)	MEMBERSHIP (in millions)

TOTAL SHAREHOLDER RETURN (Annual Growth Rate)
	1 Year		3 Years		5 Years
Anthem, Inc.	46.1	%	22.3	%	28.1	%
Peers(3)	32.7	%	17.2	%	17.9	%
S&P 500	28.7	%	26.0	%	18.2	%

•Income before income tax expense increased by 27.0% to $7.9 billion for 2021, as compared to $6.2 billion in 2020, while operating gain increased by 17.8% to $7.5 billion for 2021, as compared to $6.4 billion for 2020. (1)

•We rank first among our peers(3) in 5-year total shareholder return and are above the peer group average in 1-year and 3-year total shareholder return.

•Our closing stock price increased by approximately 44.4% from $321.09 on December 31, 2020 to $463.54 on December 31, 2021. In addition, we paid cash dividends totaling $4.52 per share in 2021.

•We won the City of New York Group Retiree Solutions contract, which is one of the largest public procurements for Group Medicare Advantage in at least a decade.

•We delivered Medicaid growth with a 100% request for proposal win rate, including wins in Indiana, Minnesota, Nevada, Ohio and Tennessee.

•We acquired MMM Holdings, LLC, a Puerto Rico-based integrated healthcare organization and its Medicare Advantage plan, Medicaid plan and other affiliated companies, and myNEXUS, Inc., a comprehensive home-based nursing management company.

•Sydney Health, our digital engagement platform, had an 82% increase year-over-year in members using the platform.

•We were named to the 2021 Dow Jones Sustainability North America and World Indices for the fourth consecutive year and were included on the JUST 100 list for a third consecutive year, continuing to rank first in the health care providers category.

•We continued to support our communities through the COVID-19 pandemic, providing over $45 million in active Anthem Foundation grants and sponsorships, with a focus on Maternal-child Health, Food as Medicine and Substance Use Disorder, and over 90,000 volunteer hours by our associates and $7.4 million donated through Associate Engagement Programs.

•We met our 100% renewable energy target four years ahead of schedule, producing enough electricity via solar purchase agreements to power all of our offices, data centers and clinics.

(1)Please refer to the GAAP reconciliation table in Annex A for information on operating gain and adjusted earnings per share.

(2)Compound annual growth rate.

(3)Peer Group includes: Centene, Cigna, CVS, Humana and United.

42          2022 Proxy Statement

Executive Compensation

Compensation Governance Practices

The Committee maintains what it believes are leading practices for executive compensation, each of which reinforces the Company’s compensation philosophy and objectives. Below is a summary of these practices:

WHAT WE DO

WHAT WE DO NOT DO

Rigorous establishment and oversight of incentive measures, goals and pay/performance relationship    Align executive compensation with shareholder returns through a mix of variable and fixed compensation that is heavily weighted toward variable, long-term performance-based compensation, with caps on AIP and PSU payouts    Significant director and executive stock ownership requirements and holding restrictions    Clawback policy for executive officers’ incentive compensation, including for reputational harm    Double-trigger change-in-control provisions    No dividends paid on stock units until they vest    Limited executive perquisites

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 associate, including our executive officers     No compensation plans which encourage excessive risk taking

Shareholder Engagement and Recent Say-on-Pay Results

We have a longstanding practice of engaging with our shareholders on executive compensation matters. During 2021, our management engaged with our largest shareholders, representing a majority of our outstanding shares of common stock, and offered to discuss a broad range of topics, including executive compensation. The Committee considers comments and input provided by shareholders when determining the compensation of our NEOs.

At the 2021 annual meeting of shareholders, approximately 94% of votes cast were voted in favor of the proposal on the advisory vote on the compensation of our NEOs, commonly referred to as the “Say-on-Pay” vote.

In addition, the Committee annually reviews reports from our independent compensation consultant regarding:

•market trends relating to the design of our Total Rewards program;

•outcomes from the recent Say-on-Pay voting results and proxy advisor policy changes; and

•other market factors impacting executive compensation.

As a result of this ongoing practice, the Committee approved the following changes to our Total Rewards program in an effort to continue to promote the performance-based and long-term shareholder value creation elements of our incentive plans and the adoption of good governance policies.

Anthem, Inc.          43

Executive Compensation

Key Changes Made to Our 2021 Compensation Programs

Annual Incentive Plan

•Introduced a new ESG measure made up of several metrics that focus on health and inclusion, which are issues important to our strategy. The ESG measure, which is titled "Improving the Health of Humanity," is focused on improving the health of both internal (associate) and external (member and community) constituencies. ä See page 50

CEO Compensation

•Made the first change to Ms. Boudreaux's base salary since her appointment in November 2017 and increased her base salary from $1,400,000 to $1,600,000, an annualized increase of approximately 4.5%. In addition, her AIP target was increased to 200% and her 2021 LTIP was increased to approximately $13,200,000. These changes took into account Ms. Boudreaux's strong performance since her appointment and a desire to ensure that her total compensation more closely reflects our philosophy of positioning pay around the median of our comparator groups. ä See page 48

Compensation Decision Making Process

	COMPENSATION DECISION MAKING PROCESS AND KEY CONSIDERATIONS
	A UNIFIED APPROACH TO BRING TOGETHER BOTH EXTERNAL AND INTERNAL RESOURCES TO MAKE WELL-INFORMED COMPENSATION DECISIONS
	THE ROLE OF THE COMMITTEE	SHAREHOLDER OUTREACH AND SAY-ON-PAY VOTES	THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT	MARKET ASSESSMENT AND PEER PRACTICES	INTERNAL COMPARISONS AND THE USE OF TALLY SHEETS	THE ROLE OF MANAGEMENT

The Role of the Committee

The Committee reviews and approves all elements of Total Rewards for our executive officers, including the NEOs, including base salary levels and merit increases, annual short-term and equity-based long-term incentive plan design, performance measures and payouts, executive perquisites, stock ownership guidelines and other compensation-related governance policies. With respect to the CEO’s compensation, the Committee and the independent members of the Board evaluate the CEO’s performance against pre-established enterprise goals and her own personal goals, including leadership qualities. The Committee then determines the CEO’s pay. Compensation decisions for all NEOs are made as part of a unified process so that all components of pay are reviewed in concert with each other. This is intended to ensure that the Total Rewards package for the NEOs fits with our compensation philosophy and Company values and aligns with the interests of our shareholders.

44          2022 Proxy Statement

Executive Compensation

Shareholder Outreach and Say-on-Pay Votes

As previously discussed on page 43, we regularly engage with our shareholders to discuss a broad range of topics, including executive compensation. Additionally, the Committee reviews the results of our annual Say-on-Pay vote. These dialogues and Say-on-Pay votes provide valuable insight into understanding the interests and viewpoints of our shareholders, which are key considerations in the design and governance of our pay programs.

The Role of the Independent Compensation Consultant

The Committee believes that it is good governance to periodically review the engagement of its independent compensation consultant. During the spring of 2021, the Committee conducted a request-for-proposal with multiple firms to select its independent compensation consultant. The Committee, along with representatives from management, conducted interviews with the finalist firms before ultimately retaining Willis Towers Watson US LLC ("WTW") effective June 2021. WTW replaced Semler Brossy Consulting Group LLC ("Semler Brossy"), which had been the Committee’s independent compensation consultant since 2010. Semler Brossy did not provide any other services to the Company.

Fees paid to WTW for executive compensation consulting services in 2021 totaled $147,779. In addition, our management purchased compensation surveys from WTW that management used to evaluate executive and non-executive jobs for a total purchase price of $41,376 in 2021. 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. We paid WTW and/or its subsidiaries non-consulting fees and commissions totaling $119,806,353 in 2021 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. As reported by WTW to the Committee, the total payments from the Company to WTW and/or its subsidiaries in 2021 represented less than 2% of WTW’s parent company’s annual revenue. Prior to engaging WTW, the Committee assessed 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.

At the Committee’s direction, the independent compensation consultant:

•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, survey information and design expertise in developing compensation programs for executives;

•Regularly updates the Committee on market trends, changing practices and legislation pertaining to executive compensation and benefits; and

•Advises the Committee on the appropriate comparator group for compensation and benefits.

Market Assessment and Peer Practices

The Committee has designed our executive compensation program to target total compensation (salary plus target AIP award plus long-term equity grant fair value on the date of grant) at the median for comparable positions in our comparator groups, and it believes that total compensation for our NEOs is generally aligned with our comparator groups.

In setting compensation for the NEOs, the Committee reviews executive compensation levels and prevailing practices within two distinct comparator groups. Each year, the Committee reviews the composition of the two comparator groups and determines which companies should be in the comparator groups with the assistance of the independent compensation consultant. The first group includes our four largest direct managed care competitors. The second group represents a sample of similarly-sized companies from various industries (the “General Industry Group”). The Committee uses these two comparator groups, as there are a limited number of direct industry competitors. For 2021, 52 companies were selected for inclusion in the General Industry Group based on earnings before interest and taxes with a filter for market capitalization. The year-over-year decrease in the number of companies in the General Industry Group was due to our growing earnings before interest and taxes and flat market capitalization relative to the general industry.

Anthem, Inc.          45

Executive Compensation

For 2021, the Committee approved the following comparator groups, with additions and deletions as follows:

2021 COMPENSATION COMPARATOR GROUPS

Our Four Largest Managed Care Peers Centene Corporation Cigna Corporation Humana Inc. UnitedHealth Group Incorporated
General Industry Group			General Industry Group Additions
3M Company AbbVie Inc. Accenture plc Altria Group, Inc. American Express Company Amgen Inc. Biogen Inc. BlackRock, Inc. Booking Holdings Inc. Bristol-Myers Squibb Company Capital One Financial Corporation Caterpillar Inc. Charter Communications, Inc. Citigroup Inc. Cigna Corporation ConocoPhilips Costco Wholesale Corporation CSX Corporation CVS Health Corporation Duke Energy Corporation Eli Lilly and Company Exelon Corporation General Motors Company Gilead Sciences, Inc. HCA Healthcare, Inc.	Honeywell International Inc. International Business Machines Corporation Lockheed Martin Corporation Lowe’s Companies, Inc. McDonald’s Corporation Medtronic plc MetLife, Inc. Micron Technology, Inc. Morgan Stanley NextEra Energy, Inc. Philip Morris International Inc. QUALCOMM Incorporated Raytheon Technologies Corporation T-Mobile US, Inc. Target Corporation Texas Instruments Incorporated The Bank of New York Mellon Corporation The Goldman Sachs Group, Inc. The Kraft Heinz Company The PNC Financial Services Group, Inc. The Southern Company Truist Financial Corporation Union Pacific Corporation United Parcel Service, Inc. U.S. Bancorp Walgreens Boots Alliance, Inc. Wells Fargo & Company		Citigroup Inc. Raytheon Technologies Corporation Wells Fargo & Company
			General Industry Group Deletions Companies deleted due to not meeting comparator group selection criteria and/or acquisition or divestiture activity: Abbott Laboratories Aflac Incorporated Applied Materials, Inc. Broadcom Inc. Celgene Corporation Chubb Limited Colgate-Palmolive Company Delta Air Lines, Inc. Dominion Energy, Inc. Dow Inc. DuPont de Nemours, Inc. FedEx Corporation Ford Motor Company General Dynamics Corporation General Electric Company Kinder Morgan, Inc. Marathon Petroleum Corporation Mondelez International, Inc. NIKE, Inc. Norfolk Southern Corporation Northrop Grumman Corporation Prudential Financial, Inc. Starbucks Corporation The Charles Schwab Corporation The TJX Companies, Inc. United Technologies Corporation Valero Energy Corporation

Based on information provided by Semler Brossy, the median statistics of the General Industry Group when the Committee approved the revised group in September 2020 were ($ in millions):

Measure	Median of General Industry Group		Anthem		Percent of Median
3-Year Average EBIT (Earnings Before Interest and Taxes)	$	6,732	$	6,712	100	%
Market Capitalization	$	80,807	$	67,019	83	%

For 2022, the Committee changed the criteria for the General Industry Group to be all publicly held companies in the Fortune 50, excluding Anthem. By using a revenue-based index of companies as our General Industry Group, we remove the subjectivity in the peer group selection process, maintain a similarly-sized comparator group and stabilize the peer group. The Committee also added CVS to the managed care comparator group for 2022 because of CVS' acquisition of Aetna and its pharmacy benefit management business.

46          2022 Proxy Statement

Executive Compensation

Comparisons and the Use of Tally Sheets

When setting compensation for 2021, the Committee reviewed prior year compensation and compensation actions to compare year-over-year pay actions relative to year-over-year performance and internal equity factors (how the compensation of the particular executive relates to the other executives).

As additional context, when making pay decisions in early 2021, the Committee also reviewed comprehensive tally sheets for each NEO, which provided an overview of the last five years of compensation actions, realized equity and outstanding equity holdings (vested and unvested). Although tally sheets provide good background information for the Committee, the Committee did not base any specific awards for 2021, or any modifications to our compensation program, on them.

The Role of Management

Our CEO and our other executive officers, including the NEOs, do not set their own compensation nor are they present when the Committee sets their specific individual compensation. The CEO provides input regarding the duties and responsibilities of her direct reports and the results of her evaluations of their annual performance. The CEO, in conjunction with the Chief Human Resources Officer, reviews recommendations with the Committee’s independent compensation consultant and then provides the recommendations to the Committee regarding the compensation of the CEO’s executive officer direct reports and the rationale for these proposals. Management also recommends to the Committee appropriate enterprise-wide financial and non-financial performance goals for use in our annual and long-term incentive plans.

Elements of Total Rewards

The following chart shows the primary components of our Total Rewards program for our executives, including our NEOs.

Additional detail on each of these Total Rewards components can be found under the respective headings in this CD&A.

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 äPage 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 äPage 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 äPage 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) •Benefits are focused on promoting the health, well-being and financial security of all associates, including the NEOs äPage 55
Executive Benefits and Perquisites	•Limited perquisites and executive benefits that are market competitive •Designed to attract and retain key talent äPage 55

Anthem, Inc.