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

Key Compensation Program Governance Components

Compensation Framework

Compensation Program Design Principles

Our executive compensation program is designed to attract, retain, focus and motivate leaders to achieve strategic milestones and performance objectives that advance and grow our integrated care-delivery model. We design our executive compensation programs to challenge participants as well as reward them for superior performance for our Company and our stockholders. Our compensation program is predicated on three interconnected design principles:

Key Compensation Program Governance Components

Our robust and structured compensation program reflects the Committee’s belief that strong corporate governance is imperative for prudent compensation decision-making. Below are key governance elements of our compensation programs. We also identify certain common pay practices that we do not follow because they do not align with the strict standard of governance that we apply to our compensation programs.

WHAT WE DO		WHAT WE DON’T DO
	Design incentive plans with the majority of executive pay at risk		No stock option repricing without stockholder approval
	Maintain a Clawback Policy that complies with regulatory requirements and applies to all incentive-based compensation in connection with improper conduct		No single trigger vesting of equity or cash severance payments upon change in control
	Include double-trigger provisions under our Change in Control Policy and equity agreements applicable to our executive officers		No hedging or pledging of Humana securities by associates (including executive officers and directors)
	Require minimum stock ownership levels for executive leadership		No tax gross-ups for our NEOs or other executive officers
	Maintain commitment to stockholder engagement		No excessive perquisites for senior leaders; all perquisites require specific business rationale
	Conduct an annual compensation risk assessment		No positive discretion for incentive-based awards
	Utilize an independent compensation consultant hired and overseen by the Committee		No dividends or dividend equivalents on unearned PSUs or RSUs
			No employment contracts with CEO, NEOs or other executive officers and senior leaders

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	Compensation Discussion and Analysis • 2026 Proxy Statement \| Humana			47

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.