HUMANA INC

​

(2)

Peer group for Stars Performance: Humana Inc., UnitedHealth Group Inc., CVS Health Corp, Centene Corporation, The Cigna Group/​HSCS, and Elevance Health, Inc. Any changes to companies during the performance period will result in automatic adjustments to the peer group for calculation purposes.

​

The table below reflects 2025 stock-based compensation approved by the Committee for our CEO and other NEOs in connection with our annual compensation program.(1) In determining Mr. Rechtin’s 2025 award (his first as CEO) the Committee took into consideration his leadership through a complex and dynamic period for the company and MA industry and the importance of further aligning his interests with those of the Company’s long-term shareholders and Company performance. The target LTI opportunity moves Mr. Rechtin closer in-line with industry peers, which the Committee viewed as important to support retention in a competitive market for executive talent, particularly as the Company executes its multi-year strategy.

​

(1)

The amounts reflected in the table above reflect only amounts granted in connection with our annual compensation program, and do not include initial equity awards granted to Mmes. O’Hara and Mellet and Mr. Mehta upon joining the Company or a one-time award for Dr. Shetty that are, in each case, discussed further in the section above titled “Leadership Changes and Related Compensation Decisions.”

​

(2)

Performance-based stock units are shown at target value.

​

(3)

Ms. Diamond was not eligible for an annual equity grant in 2025 following her transition from CFO.

​

Results of Our Performance-Based Restricted Stock Units Granted in 2023

Design Framework

In 2023, the Committee granted performance-based stock unit awards to our then-serving NEOs (Ms. Diamond, and Dr. Shetty), with performance criteria for these awards based on both the Company’s Adjusted EPS and certain long-term strategic measures, in each case measured against an established set of targets over the three-year period beginning January 1, 2023 and ending December 31, 2025, referred to herein as our “2023-2025 PSU Awards.” The 2023-2025 PSU Awards also included a rTSR modifier that could adjust final payout results up or down based on the Company’s TSR ranking against an approved Comparator Group.

The Committee chose the strategic measures in order to drive management focus on the Company’s long-term transformation to become an integrated healthcare company and improve the quality of care delivered to our members. Key to this transformation is increasing the number of members covered under a value-based home health model and paneled to our CenterWell primary care clinics, as we believe those initiatives result in better clinical outcomes, customer experience, and member retention. These strategic measures, complemented by a long-term focus on delivering returns on invested capital through an Adjusted EPS measure and three-year productivity improvement target, drive long-term incentives aligned with our stockholders.