HUMANA INC
For the period ended Apr 17, 2025. Filed Mar 7, 2025.
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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 17, 2025 · Filed Mar 7, 2025
Contents
Compensation Program Highlights
The Committee is dedicated to maintaining a robust, structured and balanced compensation program designed to motivate and reward the Company’s executives to drive Humana’s performance. In 2024, the Committee maintained this discipline while also executing a successful CEO transition and other changes in executive leadership, and taking into consideration the challenging environment that the Company is facing as the Medicare Advantage industry navigates a complex and dynamic period. Compensation decisions made in 2024 reflect a holistic evaluation of Company and NEO performance, positioning the Company up for long-term success, and recruiting and retaining the talent necessary to execute on the Company’s strategy. The chart below identifies certain elements of our compensation program.
| PROGRAM SUMMARY | |
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| ✓ | 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. |
| ✓ | Equity Awards. We offer our executive officers a combination of incentive stock options (ISO), non-qualified stock options (NQ) and restricted stock units (RSU) that are both time-based and performance-based (PSU), to align their interests with the creation of long-term stockholder value. |
| ✓ | 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 the achieved performance results against preset performance targets. |
| ✓ | Performance Measures. For our executive officers, at least 50% of their LTI awards are performance-based. Performance is measured against the Company’s three-year aggregated return on invested capital (ROIC), and strategic performance measures, with a total shareholder return modifier (rTSR) that measures our performance relative to a PSU Comparator Group over the same period. |
| ✓ | 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. 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. |
| ✓ | 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. |
| ✓ | 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). |
| Compensation Discussion and Analysis • 2025 Proxy Statement | Humana | 47 |
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