HUMANA INC

For the period ended Apr 16, 2026. Filed Mar 6, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 16, 2026 · Filed Mar 6, 2026

HUM$433.74+5.3%Stored close · as of Nov 6, 2026

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Contents

Compensation Program Highlights

Executive Summary

Compensation Program Highlights

The Committee is dedicated to maintaining a robust, structured and balanced compensation program designed to motivate, focus and reward the Company’s executives to drive Humana’s performance. In 2025, the Committee maintained this discipline while also continuing to oversee changes in executive leadership, including a successful transition of the Chief Financial Officer and several other members of our Enterprise Leadership Team. The Committee focused on ways to address the challenging environment that the Company is facing as the Medicare Advantage industry continues to navigate a complex and dynamic period. Compensation decisions made in 2025 reflect a holistic evaluation of Company and NEO performance, positioning the Company for continued success and aligning executive compensation with stockholder experience, while also recruiting and retaining the talent necessary to execute on the Company’s strategy. The chart below identifies key elements of our compensation program.

		PROGRAM SUMMARY & KEY ACTIONS TAKEN IN 2025
						Incentive Plans. Our executive compensation program includes both short-term incentive (STI) and long-term incentive (LTI) plans. These plans are designed with the goal of balancing short-term decisions with creating long-term stockholder value; we aim to drive focus on achieving key short-term enablers that will lead to successful outcomes on long-term strategic initiatives. In 2025, the Committee chose key financial and strategic metrics aligned with our overall strategy and made changes to certain measures from prior years to incentivize performance through measures within the Company’s control.
						Equity Awards. We offer our executive officers performance-based and time-based restricted stock units (PSUs and RSUs), respectively, to align their interests with the creation of long-term stockholder value. In 2025 we moved away from granting stock options to executive officers in order to better align with current market practice, resulting in a 2025 long-term incentive plan comprised of 60% performance-based stock and 40% restricted stock units.
						Long-Term Performance Measures. Performance-based stock units (“PSUs”) for our executive officers (60% of their annual LTI awards) are measured against financial and strategic goals. For the 2025 LTI awards, those measures included three-year relative TSR (“rTSR”), as well as Stars Ratings performance recovery and operational productivity goals (which measures improvement in operating expense ratio) over that same three-year period. We introduced rTSR as a core financial metric (a change from prior years in which rTSR served as a multiplier) to emphasize our long-term focus and further align our executive officers with stockholder interests.
						Vesting Periods. We offer time-based equity awards that vest annually in one-third increments over a three-year period, and performance-based equity awards that vest on the third anniversary of the grant date based on achieved performance results against preset performance targets.
						Committee Discretion. Our Committee maintains discretion to adjust performance outcomes following a holistic review of Company and executive performance. In 2025 the Committee exercised negative discretion on the AIP funding rate to align executive and broader stockholder experience, reinforcing its pay for performance commitment.
						Stock Ownership Guidelines. We require our CEO and other executive officers to maintain minimum stock ownership levels (7x and 3x base salary, respectively). These requirements illustrate our belief in aligning the interests of our executives with the interests of our stockholders.
						Market-based Compensation. We perform regular market compensation analysis to maintain competitiveness of our executive compensation program.
						Peer Group and rTSR Comparator Group. We leverage a robust peer group comprised of companies in the managed care industry, health care services and facilities industry, and financial and other insurance-related industries to benchmark and assess our compensation programs and practices. We revised the rTSR comparator group for PSUs to an industry index to support transparency and year-over-year consistency in measuring the Company’s performance against a broad industry standard.
						Change in Control and Executive Severance Policies. We have a Severance Policy and Change in Control Policy, applicable to the CEO and other executive officers with restrictive covenants that align with the applicable severance period for any benefits. Our Severance Policy was amended by the Board of Directors effective on February 18, 2026. A copy of each policy is filed with the SEC as an exhibit to our most recent annual report on Form 10-K.
						Clawback Policy. We maintain a clawback policy that both complies with recently adopted regulatory requirements and continues to apply to all incentive-based compensation in connection with improper conduct. Our current policy was adopted by the Board of Directors effective October 2, 2023 (replacing our prior policy in its entirety).

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	Compensation Discussion and Analysis • 2026 Proxy Statement \| Humana			45

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