HUMANA INC
For the period ended Apr 17, 2025. Filed Mar 7, 2025.
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Apr 17, 2025 · Filed Mar 7, 2025
Contents
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 both complies with recently adopted 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 | ||
| Compensation Discussion and Analysis • 2025 Proxy Statement | Humana | 49 |
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