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Humana Inc. 500 West Main Street Louisville, Kentucky 40202 |
Dear Fellow Stockholders:
We would like to invite you to attend the Annual Meeting of Stockholders of Humana Inc., to be held on Thursday, April 17, 2025, beginning at 1:00 p.m., Eastern Time in a virtual setting with live audio webcast that will be accessible at www.virtualshareholdermeeting.com/HUM2025. A recording of the Annual Meeting will be available on our Investor Relations website within 48 hours after the meeting. For further information on how to participate in the meeting, please refer to the “Frequently Asked Questions” section within this proxy statement.
This proxy statement contains information about our Company and the three proposals to be voted upon by stockholders at the meeting. Please give this information your careful attention.
This year, we will once again be taking advantage of U.S. Securities and Exchange Commission (SEC) rules that allow us to furnish proxy materials to our stockholders on the Internet. These materials will be available on the Internet on or about March 7, 2025 to our stockholders of record as of February 28, 2025.
2024 Reflections
For our Company and our stakeholders, 2024 was another dynamic year, during which we continued to navigate a complex period of change for the Medicare Advantage (MA) industry, as medical cost trends increased, utilization patterns normalized, and various regulatory changes were implemented. We were pleased with the Company’s ability to successfully navigate these challenges and deliver on our 2024 financial guidance, while also making incremental investments to support operational excellence. Since our last annual meeting, the Board took actions to ensure that we have the right management team and Board to navigate this complex environment, achieve our strategy and deliver value for our fellow stockholders over the long-term.
Introducing President and CEO Jim Rechtin
Reflecting an intentional and multi-year process, the Board undertook a rigorous approach to identifying Bruce Broussard’s successor and determined James (Jim) Rechtin has the right skills and experience to lead Humana through its next chapter. Mr. Rechtin brings strong leadership experience in the healthcare sector and a deep understanding of our core business. The Board was also impressed with his strong combination of operational, industry and CEO expertise, and believed that his first-hand experience leading organizations in a changing health care services continuum would help accelerate our Company’s integrated care strategy.
Executing Key Leadership Transitions and Talent Acquisition
The Board also oversaw the succession and talent acquisition process for several new members of the management team that were announced in 2024. This included establishing a President of Enterprise Growth position and appointing David Dintenfass to help deliver on our long-term strategy and maximize growth in the MA market. We also announced that Celeste Mellet would succeed Susan Diamond as our Chief Financial Officer, and we appointed a new Chief Human Resources Officer and Chief Information Officer, all of whom stepped into their roles in 2025 and have hit the ground running.
Bolstering our Highly Qualified, Skilled and Engaged Board
As our industry and strategic priorities evolve, we remain focused on ensuring we have the right Board in place to provide robust oversight of the Company. We were pleased to welcome Gordon Smith to the Board last October. Mr. Smith’s deep operational expertise and experience leading complex, highly regulated organizations has already provided the Board with valuable insights into the customer journey and digital transformation. Mr. Smith is the 11th new Independent Director added since 2017.
Navigating a Dynamic MA Environment
We continued to build on the strength of our core insurance operations. In 2024, we grew our individual MA membership by over 250,000, representing solid year over year growth of 5%, while taking incremental pricing action to mitigate the reimbursement and regulatory environment. In this dynamic environment, we emphasize that the MA program maintains strong bipartisan support and is increasingly popular with Medicare beneficiaries as it delivers high-quality, comprehensive care at an affordable cost.
Advancing our CenterWell Strategy
The growth of both our primary care and value-based (VBC) home health businesses continues. Our primary care platform experienced significant growth in 2024, now operating 344 centers serving over 390,000 patients, representing year over year growth of 16 percent and 33 percent, respectively. Looking ahead, we will continue to scale our platform through a combination of new center adds, patient growth and expansion of our Independent Physician Association business.
As your Board of Directors, we take our responsibilities seriously and are committed to representing our stockholders’ interests over the long-term. Looking ahead, the Board has conviction that the strong core fundamentals and growth outlook for MA and VBC remain intact. Further, we believe that Humana’s platform, unique focus on MA, and expanding CenterWell and Medicaid capabilities will allow us to compete effectively, drive better outcomes for our members and patients, and deliver compelling and sustainable stockholder value over the long-term.
We hope you can attend the meeting. However, even if you are unable to join us, we urge you to still exercise your right as a stockholder and vote by telephone, mail or using the Internet. The vote of every stockholder is important. On behalf of the Board, thank you for your investment and continued confidence in Humana’s success.
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Kurt J. Hilzinger Chairman of the Board and Stockholder March 7, 2025 |
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James A. Rechtin Director, President and Chief Executive Officer, and Stockholder March 7, 2025 |
Company Overview
Headquartered in Louisville, Kentucky, Humana Inc. (NYSE: HUM) is a leading health and well-being company focused on making it easy for people to achieve their best health with clinical excellence through coordinated care. We operate under two distinct segments: Insurance and CenterWell – a simple structure that we believe creates greater collaboration across the Insurance and CenterWell businesses and will accelerate work to centralize and integrate operations within the organization. Our strategy integrates care delivery, the member experience, and clinical and consumer insights to encourage engagement, behavior change, proactive clinical outreach and wellness for the millions of people we serve across the country. As of December 31, 2024, we had approximately 16.3 million members in our medical benefit plans, as well as approximately 4.6 million members in our specialty products.
Our Strategy
We are committed to addressing the most important health needs of our millions of medical and specialty insurance members and health services patients. Our Insurance segment delivers products that aim to provide affordable, high-quality access to medical, dental, hearing, vision, and prescription drug care to our members. Our CenterWell segment delivers health services to customers from a variety of payors, including Humana, in what we consider the most significant areas of influence for managing chronic conditions and total cost of care. These include primary care, home health, and pharmacy solutions. Together these offerings, underpinned by leading data, analytics, clinical quality, and commercial capabilities, enable us to deliver solutions that promote wellness and advance population health.
The core franchise of our business is Medicare Advantage. We aim to sustainably and profitably grow this business over the long-term by leveraging our leadership in value-based care arrangements, strong clinical innovation, and our award-winning customer experience. We also have an attractive diversification of insurance offerings across products (medical, dental, vision, hearing, prescription drug), and customer segments (Medicare Advantage, Medicaid, and Military). We also realize that in our complex industry effective partnership is required to meet the needs of our diverse customers. We have a proud history of partnering with multiple stakeholders, including our government partners at the Centers for Medicare & Medicaid Services (CMS), state insurance and Medicaid administrations, distribution and channel partners, care delivery providers, technology companies, and retailers.
Our CenterWell segment includes health service offerings of significant scale and scope across primary care, home health, and pharmacy solutions. These businesses expand our addressable market by serving patients from multiple health plans and Original Medicare in addition to Humana health plan members. Importantly, these businesses enable us to participate directly in the areas of highest influence for successful proactive management of disease progression.
The collection of assets we’ve assembled position us to create a new kind of integrated care delivery with the power to address our customers’ most significant needs by (i) making care more predictable, understandable, and affordable, (ii) addressing medical, behavioral, and social needs, and (iii) delivering care whenever and wherever our customers need it. We understand that health care is complicated and navigating the system can be a confusing and daunting task. This is particularly true for vulnerable populations, which tend to over index in the markets we serve. That is one of the principal reasons why Humana continues to enhance its integrated care delivery strategy in key areas to enable a better and more seamless locally delivered health care experience for our members.
We also understand we operate in an increasingly competitive environment, and as such, we are continually focused on better understanding and addressing the unmet needs that matter the most to our customers. We call this delivering “human care.” Human care separates Humana from other traditional healthcare companies, demonstrating that our approach is more caring, personalized, and simple. We do this by (i) listening to our customers, (ii) establishing strong partnerships with trusted individuals who are involved in their care, such as providers and caregivers, (iii) developing technologies and other solutions that offer convenient and easy ways for them to engage with their health, and (iv) leveraging data, analytics, and digital solutions to improve how they engage and interact with us.
Finally, we aim to be responsible stewards, driven by sustainable organic growth, expense discipline, and accretive M&A. We also plan to continue to innovate with our government partners to advance the Medicare Advantage and Medicaid programs to deliver great outcomes for our members and patients and great value to the taxpayer. And last, and most fundamental to our strategy, is the continual focus on nurturing the culture of the Company and engagement of our associates, which powers all our efforts to deliver the best health and simplest experience possible for the members and patients we are privileged to serve.
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| Company Overview • 2025 Proxy Statement | Humana |
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1 |
Financing Arrangements. Certain of our non-employee directors are partners, shareholders and/or officers of companies that have commercial paper programs or other financing arrangements in which we participate in the ordinary course of business. Payments to or from such companies constituted less than the greater of $200,000 or 1% of each of Humana’s and the recipient’s annual revenue, respectively, in each of the past three years.
At the conclusion of its review for the current year, the Board affirmatively determined that in each case the relationship between the Company or its affiliate and each director-related entity was not material and would not interfere with the director’s exercise of independent judgment. In addition, each of those relationships was below the thresholds for independence prescribed by the NYSE.
Directors recused themselves from the independence assessment as the matter was relative to himself or herself. Consistent with these considerations and based on its review of director independence in light of the standards contained in the Guidelines, the Board determined that each member of the Board of Directors (except Mr. Rechtin, as a current employee of the Company) is independent.
Identifying Nominees for Directors
The Board has delegated an established screening process for director nominees to the Nominating, Governance & Sustainability Committee, with counsel from our Chairman, our Chief Executive Officer, and outside consultants as appropriate. The goal of the screening process is to assemble a group of potential board members with deep, varied experience, sound judgment, and commitment to the Company’s success.
The Committee receives notice of potential candidates through any of the following avenues: (i) Board self-identification; (ii) third-party recommendations; and (iii) stockholder recommendations. While director nominees may be presented to the Board for consideration by the Committee through any of these methods, the Board is ultimately responsible for assessing the needs of the Board, appointing candidates to the Board, and nominating candidates for election by our stockholders at our annual meeting. Once the Committee has compiled its group of suitable candidates and conducted appropriate diligence, it then meets with the Board to review the candidates for further consideration.
Board Self-Identification. The Committee regularly assesses the appropriate size of the Board, the areas of expertise required to effectively contribute to the Board process, and whether any vacancies are anticipated. It also annually assesses the director qualification criteria to ensure the Board has appropriate skill composition aimed at the Company’s long-term business strategy, operations, risks, thought and perspective. As a result, the Committee may recommend to the Board a need for an additional director, Board refreshment for certain requisite skills and qualifications, and/or suggest the replacement of an existing director for other credible reasons.
Third-Party Recommendations. From time to time, the Committee engages a professional third-party search firm to assist the Board of Directors and the Committee in identifying and recruiting candidates for Board membership.
Stockholder Nominees. The policy of the Committee is to consider stockholder recommendations for candidates for membership on the Board as described above under “Identifying Nominees for Directors.” In addition, stockholders may nominate candidates for election to the Board of Directors in accordance with the specific provisions in our Bylaws, a copy of which is available on our website at www.humana.com. From the www.humana.com website, then click on “More Humana,” then click on “For Investors,” then click on “Corporate Governance,” and then click on the link titled, “Bylaws.” A summary of these provisions, which include customary provisions for the inclusion of candidates in our proxy statement (proxy access) is included in the “Frequently Asked Questions” section within this proxy statement under the caption “What is the due date for stockholder nominees for director for the Company’s 2026 Annual Meeting?”
Board of Directors Nominee Determination
At the recommendation of the Nominating, Governance & Sustainability Committee, the Board has nominated eleven (11) individuals for this year’s election. The Board believes that each director nominee possesses and demonstrates the character, integrity, independence, business judgment and all other requisite skills, qualifications and attributes necessary to effectively (i) act in the best interests of the Company and its stockholders and (ii) exercise active and independent oversight of the of the Company’s management team, business affairs and assets. As a group, the director nominees create a diverse, knowledgeable and experienced Board with strong executive experience; financial expertise; knowledge and experience in healthcare; expertise in information systems; protection and digital innovation; and consumer orientation necessary to oversee the Company’s business and the execution of our strategy.
We believe that the current Board members have a deep commitment to the Company’s success, as evidenced by the key qualifications, skills, experiences and diversity of backgrounds of each director described herein. The information given in this proxy statement concerning the nominees is based upon statements made or confirmed to the Company by or on behalf of the nominees.
Vote Required and Recommendation of the Board of Directors
A director nominee will be elected if the number of votes cast for the nominee exceeds the number of votes cast against the nominee. Shares not present at the Annual Meeting and Shares voting “abstain” or broker non-votes have no effect on the election of directors. Under the Company’s Majority Vote Policy, following a director’s initial election to our Board of Directors, the director is required to submit his or her irrevocable resignation to our Board of Directors, conditioned upon (i) the director not achieving the requisite stockholder vote at any future meeting at which they face re-election, and (ii) acceptance of the resignation by the Board of Directors following that election. The Board of Directors has 90 days to determine whether or not to accept the director’s resignation and to report this information to our stockholders.
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FOR THE REASONS STATED HEREIN, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” ALL NOMINEES. |
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| Proposal One • 2025 Proxy Statement | Humana |
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17 |
Code of Ethics and Code of Business Conduct
The Company has adopted the “Code of Conduct for the Chief Executive Officer and Senior Financial Officers,” which we refer to as the Executive Code of Ethics, violations of which are reported to the Audit Committee. In addition, we operate under the omnibus Humana Inc. Ethics Every Day, which we refer to as the Code of Ethics, which applies to all associates (including executive officers) and directors. The Humana Ethics Office is responsible for the design and enforcement of our ethics policies, the goal of which is to create a workplace climate in which ethics is so integral to day-to-day operations that ethical behavior is self-enforcing. All employees are required annually to review and affirm in writing their acceptance of the Code of Ethics. The Code of Ethics and the Executive Code of Ethics may be viewed on our website at www.humana.com. Any waiver for directors or executive officers from the provisions of the Code of Ethics or the Executive Code of Ethics must be made by the Board of Directors and will be disclosed within four days of the waiver on our website at www.humana.com. To see either the Code of Ethics or the Executive Code of Ethics or any waivers to either policy, go to www.humana.com, then click on “More Humana,” then click on “For Investors,” then click on “Corporate Governance,” and then click on the relevant link.
Policy Regarding Employee, Officer and Director Hedging
The Company has a policy prohibiting all associates (including executive officers and independent directors) from hedging or pledging transactions using Company stock, including: (1) engaging in short sales of Company securities; (2) engaging in transactions in puts, calls or other derivative securities designed to hedge or offset any decrease in the market value of the Company’s equity securities, on an exchange or in any other organized market; or (3) engaging in certain monetization transactions, including holding Company securities in margin accounts or pledging Company securities as collateral.
Advocacy and Public Policy
With a focus on improving clinical outcomes and advancing affordability and access, our Company’s approach to advocacy and public policy is built around people (that is, the members, patients, providers, and communities we serve). To that end, our day to day efforts are centered around supporting policies that strengthen Medicare Advantage, accelerate value-based care in the home, expand opportunities to serve patients through primary and home-based care, integrate clinical solutions, create affordability for prescription drugs, and address barriers to care by addressing the root causes of poor health, as well as leveraging our capabilities to remove barriers to access and partnering with clinicians to improve quality. This focus raises the bar for the care we provide to help move toward a future in which everyone has a fair and just opportunity to be as healthy as possible.
The Company has also established and sponsors a Political Action Committee (PAC), for which Company associates may voluntarily contribute. The PAC is registered with the Federal Election Commission (FEC) and certain states nationwide as required by applicable law. As a matter of policy, all Company political activities must promote the interests of the Company and must be made without regard for the private political preferences of Company officers or executives. Distributions from the PAC are made to federal and state office candidates (and related election committees) or to other PACs on a non-partisan basis when, like the Company, such persons are solution-oriented and believe in building a high-quality, accessible and affordable health care system. The PAC is also committed to supporting diverse candidates at the state and federal level. While the PAC has its own separate board of directors to oversee its operations, the Company’s Board—through its Nominating, Governance & Sustainability Committee—has responsibility for (i) reviewing the political contributions and political activities of the Company and the PAC and (ii) overseeing compliance with the overall policy, process and contribution criteria with respect to such contributions and activities. The Board reviews occur semi-annually, along with semi-annual publication of a Contributions and Related Activity Report (PAC Report). To learn more about our public policy and to review the most recent PAC Report, visit our website at www.humana.com, then click on “About Humana,” then click on either “Public Policy” or “Political Contributions.”
Communication with Directors and Management
Stockholders and other interested parties may communicate directly with our Chairman, non-management directors as a group, or any other individual director by using the “Contact the Board of Directors” form published on our website. Specifically, interested parties may visit our website at www.humana.com then click on “About Humana,” then click on “Board of Directors,” where instructions for contacting these persons are available. All directors have access to correspondence received through this mechanism. Additionally, stakeholders can use this mechanism to direct questions or concerns to members of the Company’s management on topics such as the Company’s business operations, business conduct, business relationships and conduct of Company personnel.
We use the staff of our Corporate Secretary to review correspondence received in this manner and will filter advertisements, solicitations, spam, and other such items. Concerns received that are related to accounting, internal controls or auditing matters are required to be brought immediately to the attention of our Chief Legal Officer and the Board and handled in accordance with procedures established by the Audit Committee with respect to such matters. Other concerns may be escalated to our Executive Resolution team for review and that team will work with members of management to address the issue with the stakeholder.
Member complaints, appeals and/or grievances related to Medicare Advantage, Medicaid or prescription drug coverage provided by our Company should not be directed through the above mechanism. Instead, members are encouraged to call the Customer Care number located on their Humana ID card or submit an online request for appeal, grievance or exception. Instructions for online submissions are located on our website at www.humana.com then click on “Complaints & Appeals.”
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| Corporate Governance • 2025 Proxy Statement | Humana |
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31 |
Talent Development and Growth Opportunities
We’re committed to promoting continuous learning and growth by offering employees a comprehensive range of resources to enhance their skills and advance their careers. Our professional development initiatives ensure employees have access to tools, mentorship and opportunities that enable them to succeed in their current roles and prepare for future growth opportunities, strengthening our organization and driving innovation. We also offer our associates education and certification program assistance through partner organizations and reduce or eliminate cost barriers to support achievement of their educational and career goals.
Addressing the Needs of Our Members and Patients
Helping each of our members and patients achieve their optimal whole-person health has long been a strategic imperative for Humana. Whether it’s by focusing on preventive and primary care, managing health conditions, supporting basic needs, setting and achieving health-related goals, or finding the right care in the right place – at home, in the community, or through telehealth – we help make the journey toward health simpler for our members.
We’re also continuously working to ensure that our health plan products and services are as affordable as possible, while also creating pathways for access to healthcare, addressing social determinants of health (SDoH) and health-related social needs of our members and patients, and reducing barriers to achieving their best health. By integrating health plans with care delivery and pharmacy services, we provide a comprehensive, personalized approach that improves quality, access, and affordability. This connectivity ensures members receive the right care, at the right time, in the most convenient setting—delivering greater value and a more cohesive healthcare experience.
We also collaborate closely with primary care physicians (PCPs) to create healthcare experiences that improve outcomes, reduce hospital stays, and lower costs for our Medicare Advantage (MA) members. With value-based care (VBC), PCPs serve as true partners in their patients’ health journeys. They go beyond the clinic walls, understanding their patients’ daily lives—their challenges, aspirations, and unique needs. Refer to our Value-Based Care Report for more information on these efforts.
For Each Community
At Humana, we believe strong communities are the foundation of health and well-being. Through meaningful connections and targeted initiatives, we work to address critical health social needs to create wide-ranging opportunities for individuals and families to thrive. In collaboration with the Humana Foundation, our efforts aim to drive sustainable solutions that address SDoH, reduce health disparities, and improve health outcomes in underserved areas and for underrepresented populations. Our dedication to serving veterans and military families provided tailored care and support, while our in-kind community support and donations delivered essential resources to those in need. These initiatives reflect our ongoing commitment to building healthier communities and creating positive lasting change that extends beyond those we serve.
We also invest in communities and support initiatives that address specific geographical health challenges, delivering on our commitment to improve access to healthcare, enhance quality and reduce barriers to healthy living. By focusing on community-centered solutions, we advance our mission to create healthier communities and help everyone to achieve their best health.
For the Healthcare System
Our mission is to deliver high-quality care and experiences to our members, patients, employees and communities. Through clinical excellence, integrated care, value-based models and interoperability, we endeavor to enhance healthcare delivery and outcomes. Our holistic, integrated approach to care and longstanding commitment to caring for vulnerable populations also afford us a unique opportunity to address the effects of health disparities in the U.S. healthcare system. We have established policies and programs that illustrate our commitment to responsible business practices and leverage our provider partnerships and procurement strategies in effort to shape a more efficient, effective, sustainable and higher quality healthcare system.
Governance and Accountability
Throughout our operations, we are dedicated to ensuring that every business decision we make reflects our Standards of Excellence, commitment to accountability, health equity and improving health and well-being. Our governance practices and policies reflect strong controls that provide a solid foundation for our continued success.
Product Quality and Safety Assurance. As a services-focused healthcare company, we understand that our members and patients expect high-quality service offerings with careful attention to safety measures. We believe that the quality of our services and health plan offerings is not only a factor in a person’s decision to obtain and retain our services but also sets us apart in the healthcare industry. We have well-established and rigorous quality reviews and assessment processes for all insurance and CenterWell offerings have been consistently proven by prominent accreditations.
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| Humana’s Impact • 2025 Proxy Statement | Humana |
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35 |
Executive Summary
Letter from our Organization & Compensation Committee
2024 was a dynamic and transformative year for Humana, during which we navigated a complex period of change for the Medicare Advantage (MA) industry and completed an important CEO succession along with a number of subsequent changes to our management team. Given the unique circumstances our Committee faced related to compensation actions, we would like to share additional detail on our priorities and perspectives that informed our decisions in 2024 to contextualize the updates you will see in the following pages of this CD&A.
Throughout our deliberations, we remained acutely focused on the core tenets of our executive compensation program - attracting, retaining and motivating the leadership team that will help us continue to navigate this complex environment at this pivotal time, while ensuring our incentive programs continue to align with performance, the execution of our strategy, and the best interests of our stockholders over the long-term.
Executing Key Leadership Transitions
Over the past 18 months, our Board executed on an important CEO succession plan, naming Jim Rechtin CEO in July of 2024. This CEO succession followed a rigorous search process and transition plan, in which Mr. Rechtin joined Humana as COO in January 2024 to work closely with our former CEO, Bruce Broussard, and facilitate a smooth leadership transition. We are pleased with how Mr. Rechtin has come into the organization and the immediate leadership he has demonstrated in navigating a dynamic environment.
As part of our CEO succession planning process, the Committee also spent considerable time determining the right tools and actions to retain our broader management team and incentivize the multi-year execution of our strategy. Recognizing the importance of establishing leadership team continuity and ensuring continued strategic progress, the Committee determined to grant equity awards to certain executives that vest over multiple years.
During the year, we were also excited to welcome several new talented executives to our management team, including the announcement of our CFO transition in late 2024, with Celeste Mellet succeeding Susan Diamond in January 2025. In attracting these new executives to the Company, the Committee approved certain one-time compensation elements to replace forfeited compensation opportunities from the executive’s prior role, ensuring that these awards encouraged retention and deepened at-risk, performance aligned incentives. For a summary of actions taken in connection with our management team transitions, please refer to the section titled “Leadership Changes and Related Compensation Decisions” in this CD&A.
The actions taken by the Committee in 2024 ensure that we have the right management team to navigate this juncture and steward the interests of our stockholders during this critical period. As the design of our annual compensation program illustrates, the Committee is committed to pay and performance alignment and as such, each executive has a highly at-risk annual compensation opportunity that is designed to drive execution against our strategy and generate stockholder value creation.
Aligning our Executive Compensation Program with our Strategic Priorities
Each year, the Committee evaluates our incentive compensation program for alignment with our strategic priorities and expectations for the business. In designing our programs for 2024, the Committee considered the near-term uncertainty in setting long-term financial targets due to the lack of visibility into the normalization of medical claims costs for the MA industry.
Given this environment, the Committee determined it was appropriate to revise the structure of our performance stock units (PSU) to increase the weighting on core Strategic Measures (which are expected to contribute to long-term financial performance) to 70% of the PSU (measured and vested over three years) and include a one-year adjusted EPS measure weighted at 30% (measured over one year but vesting over three years). The program continues to have a relative TSR modifier of +/- 20% to reflect appropriate alignment to shareholder returns over the performance period. The Committee believes that this structure appropriately balances (1) the uncertainty in setting long-term financial targets in this dynamic and uncertain environment, (2) the need to incentivize the long-term advancement our of strategy despite the uncertainly in setting long-term financial targets, and (3) the importance of creating clear, achievable targets for our executive officers that are aligned to the creation of long-term shareholder value. For a detailed description of the 2024 PSU Program, please refer to the section titled “Design of Long-Term Incentives Granted in 2024 – 2024 Equity Award Summary” in this CD&A.
In approving the 2024 PSU structure, the Committee noted its expectation for this structure to remain in place for only one year, intended to reflect the necessary adjustments to a year of unique transition. Throughout the decision-making process to apply this temporary measure, the Committee remained steadfast in our commitment to our long-standing compensation philosophy and principles, and intended to return to a PSU structure featuring a traditional three-year financial metric moving forward as the Company focuses on its continued transformation. In February 2025, the Committee carried through on this commitment, approving a 2025 PSU structure with a financial measure focused on relative TSR over the three-year period, coupled with operational and strategic measures focused on our Star Ratings recovery and operational productivity goals, each of which are directly tied to the Company’s financial performance.
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| Compensation Discussion and Analysis • 2025 Proxy Statement | Humana |
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45 |
Leadership Changes and Related Compensation Decisions
Chief Executive Officer Transition
In 2023, following a rigorous and thorough search conducted by the Board, Humana identified Jim Rechtin to succeed Bruce Broussard as our President and Chief Executive Officer. As part of a deliberate transition plan, Mr. Rechtin joined the Company in January 2024 as our Chief Operating Officer, during which time he performed a disciplined, objective review of the Company and spent time with the Company’s associates. Following this transition period, Mr. Rechtin was elected as our President and Chief Executive Officer on July 1, 2024, at which time Mr. Broussard stepped down from that role. For additional information on our CEO Succession Planning Processes, please refer to the section titled “Management Succession and Leadership Development Planning – 2024 CEO Succession” in this proxy statement. For additional information regarding Mr. Broussard’s Transition & Separation Agreement with the Company, please refer to the section titled “Potential Payments Upon Termination or Change in Control of the Company — Mr. Broussard’s Transition Agreement” in this proxy statement.
Mr. Rechtin’s annual award structure aligns with our overall pay for performance compensation philosophy and is comprised of the same equity mix as our other named executive officers to ensure full alignment of our management team. In connection with joining the Company, the Committee granted Mr. Rechtin an initial equity award of comprised of (i) time-based restricted stock units (“RSUs”) with a value equal to approximately $3,000,000 on the date of grant and (ii) stock options with a grant date fair value equal to approximately $3,000,000. This initial award was designed to establish an important and immediate long-term equity position as our incoming CEO. The Committee determined that the equal split between time-based RSUs and stock options reflected an appropriate balance between at-risk equity compensation opportunity and immediate stock price exposure. Further details of Mr. Rechtin’s annual compensation structure and equity grant is discussed in the section titled “Overview of Compensation Elements” in this CD&A.
February 2024 Retention Awards in Connection with Chief Executive Officer Transition
As part of our CEO transition process, our Board and the Committee believed that it was important and in the best interests of stockholders to retain key leaders within the Company’s management team during this critical time. To assist in these retention efforts, in February 2024 the Organization and Compensation Committee approved the grant of one-time equity awards to certain members of the management team. Three of our named executive officers received an award: Ms. Diamond received an award of $4,000,000, Dr. Shetty received an award of $2,000,000, and Mr. Renaudin received an award of $2,000,000. Each award was comprised of time-based restricted shares that cliff vest three-years following the grant date of the award.
To best position the Company for success in the long-term, the Board determined it was critical to bolster stability among the broader management team during such an important transition year.
These awards were a pivotal element of a thoughtful multi-year succession processes overseen by the Board which included thorough onboarding and direct partnerships between new executives and their predecessors.
The Committee and Board view the grant of retention and other one-time awards to our NEOs as a non-routine matter only to be done in certain circumstances, including to attract, retain and incentivize top talent in the context of a broader leadership transition.
January 2025 Chief Financial Officer Transition
In late 2024, following an extensive search process, Humana’s Board named Celeste Mellet our Chief Financial Officer. Ms. Mellet succeeded Susan Diamond as our Chief Financial Officer in January 2025. Consistent with our multi-year succession planning process for the CEO position, Ms. Diamond will serve in an advisory role through the end of 2025 to ensure a smooth transition for Ms. Mellet. For additional information regarding Ms. Diamond’s Transition Agreement with the Company, please refer to the section titled Potential Payments Upon Termination or Change in Control of the Company — Ms. Diamond’s Transition Agreement” in this proxy statement.
Similar to Mr. Rechtin, Ms. Mellet’s annual compensation will align with our overall pay for performance compensation philosophy and is comprised of the same equity mix as our other named executive officers to ensure full alignment of our management team.
In addition, to replace certain elements of compensation to which Ms. Mellet was entitled or eligible in connection with her prior employment that were forfeited, and to attract her to Humana, Ms. Mellet received (i) a cash sign-on payment (“Sign-On”) in the aggregate amount of $7,300,000, payable in three installments (and all or a portion of which is repayable by Ms. Mellet if she voluntarily leaves employment by the Company prior to completing certain service time requirements), and (ii) an initial equity award comprised of restricted stock units with a value equal to approximately $6,000,000 on the date of grant and vesting in three equal annual installments on the first, second and third anniversary of the date of the grant.
Full details of Ms. Mellet’s 2025 compensation will be disclosed in the 2026 proxy statement, and additional information regarding Ms. Mellet’s annual compensation can be found in her Offer Letter with the Company, which is attached as an Exhibit to our 2024 Annual Report on Form 10-K.
Other NEO Additions – President of Enterprise Growth
In February 2024, David Dintenfass joined the Company as our inaugural President of Enterprise Growth. In this new role, Mr. Dintenfass has responsibility for leading our growth plan with a primary focus on customer acquisition, retention, and experience. The creation of this position, and its emphasis on the customer and digital experience, will help us deliver attractive, long-term growth within the Medicare Advantage market, a key driver of long-term stockholder value. In making this appointment, the Board recognized Mr. Dintenfass’s 30-year track record of delivering strong financial and organizational results and leveraging digital capabilities to enhance the customer and broker experience, and believes his leadership will help maximize Humana’s investments and a multi-year strategy that evolves our approach to customer attraction and retention.
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| 48 |
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Humana | 2025 Proxy Statement • Compensation Discussion and Analysis |
(2) Stock Option and Restricted Stock Unit Agreements
At December 31, 2024, the NEOs have stock options and restricted stock units (with both time-based and performance-based vesting) outstanding under our Stock Plan. The treatment of these equity awards will vary depending upon the nature of the termination. The amounts disclosed in the table assume treatment of stock options and restricted stock units based on the December 31, 2024 fair market value of $254.93.
Voluntary Termination. Under the Stock Plan, upon a voluntary termination for reasons not having to do with Cause or Retirement, in each case as defined below, each NEO would have 90 days to exercise any vested options, but in no event beyond the expiration date. Any unvested stock options held by our NEOs would be forfeited. Any unvested restricted stock units held by our NEOs would also be forfeited upon a voluntary termination for reasons not having to do with Cause or Retirement, in each case as defined below; provided, however, that the Committee may determine, in its sole discretion, that the restrictions on some or all of such unvested restricted stock units shall immediately lapse upon such termination.
Involuntary Termination Without Cause. Under the Stock Plan, upon an involuntary termination by the Company for reasons other than Cause, each NEO would have 90 days to exercise any vested options, but in no event beyond the expiration date. Any unvested stock options held by our NEOs would be forfeited. Any unvested restricted stock units held by our NEOs would also be forfeited. In addition, our equity grant agreements contain non-compete and non-solicit provisions that only remain in full force and effect following an involuntary termination by the Company for reasons other than Cause if we pay an amount at least equal to the NEO’s then current annual base salary. Any such amounts that could be paid post-termination to enforce non-compete and non-solicit provisions are not included in the table above.
Involuntary Termination for Cause. Under the Stock Plan, in the event of termination for Cause, all options and unvested restricted stock units are forfeited for all NEOs, regardless of whether the options are vested. Under the Stock Plan, Cause is defined as “a felony conviction of a Participant or the failure of a Participant to contest prosecution for a felony, or a Participant’s willful misconduct or dishonesty, any of which is determined by the Committee to be directly and materially harmful to the business or reputation of the Company or its Subsidiaries.”
Retirement. Under the Stock Plan, an eligible Retirement means a combination of age and years of service with the Company totaling 65 or greater, with a minimum required age of 55 and a minimum requirement of five years of service. In the event of an eligible Retirement by a NEO, any outstanding options and restricted stock units will vest pro rata on the next scheduled vesting date, and any remaining outstanding options or restricted stock units would then be forfeited.
Death or Disability. Under the Stock Plan, in the event of death or Disability of a NEO, all outstanding options shall become immediately exercisable in full and the NEO, or his estate or representative shall have two years to exercise the options regardless of the expiration date. Under the Stock Plan, in the event of death or Disability of a NEO, any unvested restricted stock units shall immediately vest, and any unvested Shares of performance-based restricted stock units will vest at the target level.
Change in Control. Under the Stock Plan, in the event of a termination other than for Cause or resignation for Good Reason within two years following a Change in Control, (x) all outstanding options shall become immediately exercisable in full and the NEO shall have two years to exercise the options, but in no event beyond the expiration date, and (y) any unvested restricted stock units shall immediately vest, and any unvested Shares of performance-based restricted stock units will vest at the target level.
(3) Change in Control Policy and Benefits
We have a Change in Control Policy (CIC Policy), as adopted by the Organization & Compensation Committee. For the period ended December 31, 2024, all of our NEOs, including the CEO were eligible under the CIC Policy. The CIC Policy provides certain benefits in the event an eligible employee’s employment is terminated by the Company without Cause or by the employee with Good Reason within twenty-four months following a Change in Control, or by the Company without Cause under certain circumstances prior to a Change in Control. The table assumes treatment of each NEO under the CIC Policy.
Under the CIC Policy for the period ended December 31, 2024, NEOs would be entitled to receive a Cash Severance equal to twice the sum of each individual’s Annual Base Salary, excluding the CEO whose Cash Severance is equal to two and one-half times Annual Base Salary, as well as the target incentive compensation payable to him or her. Assuming a Change in Control and subsequent termination event had occurred at December 31, 2024, the payments set forth in the table above would have been made within fifteen business days of the termination event (or such later date as may be required by Section 409A) by the surviving company in the Change in Control. See the discussion herein under Note 2 regarding Change in Control treatment of equity compensation.
Further, under the CIC Policy, each NEO is entitled to receive all life insurance, health insurance, dental insurance, accidental death and dismemberment insurance and disability insurance under plans and programs in which the NEO and/or the NEO’s dependents and beneficiaries participated immediately prior to the date of termination. These benefits shall continue for 18 months following termination. These benefits are valued at the amounts listed in the table above for the applicable period.
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Humana | 2025 Proxy Statement • Executive Compensation |
Pursuant to our long-standing Company policy, the CIC Policy does not include an excise tax gross-up provision with respect to payments contingent upon a change in control.
(4) Pension and Retirement Plans
In the event of termination, each NEO would receive their account balance under the Humana Retirement Equalization Plan and the Humana Deferred Compensation Plan, as disclosed in the Nonqualified Deferred Compensation table, together with their Humana Retirement Savings Plan benefit. The Humana Retirement Savings Plan is a qualified 401(k) plan generally available to all Humana associates.
The Humana Retirement Savings Plan amounts are payable under various forms of distribution, the specific form to be elected by the participant. The forms of distribution are a single lump sum in cash or our common stock (if invested in the Humana common stock fund); substantially equal monthly, quarterly, or annual installments for a period of 5, 10, 15 or 20 years not to exceed the life expectancy of the participant, or the joint and last survivor expectancy of the participant and a designated beneficiary.
At December 31, 2024, the account balances under the Humana Retirement Savings Plan — which include both the individual’s contribution and the Company’s contributions — for the NEOs are as follows (which amounts are not included in the table above):
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| James A. Rechtin |
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$ |
24,368 |
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| David E. Dintenfass |
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$ |
11,608 |
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| Sanjay K. Shetty, M.D. |
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$ |
77,173 |
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| George Renaudin II |
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$ |
3,013,173 |
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(5) Retirement
As noted above, under the Stock Plan, the definition of retirement eligibility means a combination of age and years of service with the Company totaling 65 or greater, with a minimum required age of 55 and a minimum requirement of five years of service. For additional information on the stock options and restricted stock units held by each of our NEOs, please refer to the table titled, “Outstanding Equity Awards at Fiscal Year End” in this proxy statement. The table above does not include amounts that would be realized from continued vesting of stock option and restricted stock unit awards.
(6) Life, Health and Other Benefits
Upon termination (other than a termination in connection with a Change in Control as described above), all officers elected by our Board of Directors, including our NEOs, are eligible for continuation of health and dental coverage pursuant to COBRA. Such coverage is not included in the table above (except for a Change in Control, where a two-year expense for health benefits is included, assuming a 10% increase in premiums year over year).
In the event of death, the estate of each NEO is entitled to receive a life insurance benefit in the amount of three times the current base salary of the officer (up to a maximum of $3 million), reduced by 50% when the age of 70 has been attained. As of December 31, 2024, the amount payable under such death benefit, which is not included in the table above, is as follows for our NEOs:
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| James A. Rechtin |
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$ |
3,000,000 |
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| David E. Dintenfass |
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$ |
2,100,000 |
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| Sanjay K. Shetty, M.D. |
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$ |
2,100,000 |
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| George Renaudin II |
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$ |
2,250,000 |
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(7) Mr. Broussard’s Transition Agreement
In connection with his transition from the role of Chief Executive Officer, Mr. Broussard entered into an agreement (the “Broussard Agreement”) under which he agreed to continue to provide strategic advisory services after his transition date until March 1, 2025 (the “Transition Period”), and thereafter transition to the Company’s variable staffing pool (temporary worker status) until March 1, 2026 (the “VSP Period”). During the Transition Period, Mr. Broussard continued to receive his existing base salary, annual incentive plan opportunity and benefits, except that his base salary was reduced to $750,000 per year effective October 1, 2024. While in variable staffing pool status, Mr. Broussard will (i) continue to serve on the Board of Directors of the Humana Foundation, the Company’s philanthropic arm, (ii) provide strategic advisory services to the Foundation, including with respect to the on-going partnership with the Trust for the National Mall to promote the wellness benefits of outdoor activity and the National Mall as a source of health equity, and (iii) provide general strategic advice to the company, including with respect to public policy and talent development. While in variable staffing pool status, Mr. Broussard
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will not receive a salary, but will be paid an hourly rate for any work performed for the company but not for the Humana Foundation. Under the Broussard Agreement, Mr. Broussard will not receive any additional compensation or benefits, other than continued vesting of equity in accordance with applicable provisions under the company’s stock incentive plan, and other existing compensation and benefits programs generally available to the company’s associates, including variable staffing pool associates.
(8) Ms. Diamond’s Transition Agreement
In connection with her transition from the role of Chief Financial Officer, Ms. Diamond entered into an agreement with the Company (the “Diamond Agreement”), under which she agreed to continue to provide strategic advisory services after the Transition Date until December 31, 2025 (the “Transition Period”), and thereafter transition to the Company’s variable staffing pool (temporary worker status) until March 1, 2027 (the “VSP Period”). During the Transition Period, Ms. Diamond will continue to receive her current base salary, annual incentive plan opportunity and benefits. During the VSP Period, Ms. Diamond will not receive a salary, but will be paid an hourly rate for any work performed for the Company, including: (i) continuing to serve on the boards of various joint venture and minority investment companies in the Company’s investment portfolio, (ii) advising the Company’s business teams as requested regarding ongoing operational and regulatory matters, including participating in public policy matters, and (iii) serving as a strategic consultant to the Company to assist in the transition. Under the Diamond Agreement, Ms. Diamond will not receive any additional compensation or benefits, other than continued vesting of equity in accordance with applicable provisions under the Company’s stock incentive plan, and other existing compensation and benefits programs generally available to the Company’s associates, including variable staffing pool associates.
CEO Pay Ratio
As detailed further within the “Human Capital Management” section of this proxy statement, our associates’ total compensation may include base pay, incentive pay, overtime and other supplemental pay. We regularly review associate compensation and conduct benchmarking of our pay to the external market where we compete for talent, along with internal reviews of associate pay compared to those doing similar work in similar capacities across the Company — all to ensure we are competitive and aligned with industry standards. With respect to our CEO and other Named Executive Officers, as discussed further within the “Compensation Discussion and Analysis” section of this proxy statement, the Organization & Compensation Committee believes that current levels of compensation are appropriate based on the Committee’s multifaceted review.
Methodology Considerations
Our 2024 CEO pay ratio was calculated in compliance with the requirements set forth in Item 402(u) of Regulation S-K. Outlined below is the process that was applied for identifying our median employee (or median associate) for our comparative compensation analysis of the median associate to our CEO.
Associate Population and Median Associate
We identified the median associate using 64,063 global full-time, part-time, temporary and seasonal associates employed as of December 31, 2024, which excludes approximately 519 associates who joined us during 2024 as a result of acquisitions and business combinations, as well as 1,094 associates from the Dominican Republic (representing less than 5% of our associate base) in accordance with SEC rules.
To identify the median associate within our associate population, we reviewed W-2 statements for the period ended December 31, 2024, and consistently applied these earnings as the compensation measure, except for the addition of the final 2024 Associate Incentive Plan (AIP) payment to our median associate, which is earned in 2024 but payable during 2025. We then calculated our median associate’s compensation in the same manner as the Named Executive Officers in the Summary Compensation Table.
CEO Assessment
For the purpose of calculating our Chief Executive Officer’s total annual compensation used to determine our CEO pay ratio, as permitted by SEC rules, we selected the compensation of Mr. Rechtin, who became our Chief Executive Officer on July 1, 2024, and was serving in the role as Chief Executive Officer on December 31, 2024, the determination date for identifying our median associate. We then annualized the compensation disclosed for Mr. Rechtin in the Summary Compensation Table by (i) assuming that Mr. Rechtin received Salary payments of $1,250,000 in 2024, his annual base salary as of December 31, 2024; (ii) assuming that Mr. Rechtin received Non-Equity Incentive Plan Compensation of $2,375,000, which represents the AIP payment that Mr. Rechtin would have received under the formula discussed within the “Compensation Discussion and Analysis” section of this proxy statement if Mr. Rechtin’s base salary had been $1,250,000 for all of 2024; and (iii) holding all other elements of compensation constant, as they would not have been impacted had Mr. Rechtin served as our CEO for all of 2024.
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Humana | 2025 Proxy Statement • Executive Compensation |
Savings Plan, your voting rights are based on your interest, or the amount of money you and the Company have invested in your Humana Common Stock Fund.
You may exercise these voting rights in almost the same way that stockholders may vote their Shares, but you have an earlier deadline, and you should provide your voting instructions to Broadridge. Broadridge will aggregate the votes of all participants and provide voting information to the Trustee for the applicable plan. If your voting instructions are received by 11:59 p.m., Eastern Time, on Wednesday, April 9, 2025, the Trustee will submit a proxy that reflects your instructions. If you do not give voting instructions (or give them later than that time), the Trustee will vote your interest in the Humana Common Stock Fund in the same proportion as the Shares attributed to the Humana Retirement Savings Plan, or the Humana Puerto Rico Retirement Savings Plan, as applicable, are actually voted by the other participants in the applicable plan.
You must provide your instructions to Broadridge by using the Internet, registered holder telephone number (1-800-690-6903) or mail methods described above. Please note that you cannot vote during the Annual Meeting. Your voting instructions will be kept confidential under the terms of the Humana Retirement Savings Plan or the Humana Puerto Rico Retirement Savings Plan, as applicable.
Who will count the votes?
Broadridge will tabulate the votes cast by proxy, whether by proxy card, Internet or telephone. Additionally, the Company’s Inspectors of Election will tabulate the votes cast at the Annual Meeting together with the votes cast by proxy.
How do I change my vote or revoke my proxy?
You have the right to change your vote or revoke your proxy at any time before the Annual Meeting.
Your method of doing so will depend upon how you originally voted (a later vote will supersede any prior vote you made regardless of how that vote was made):
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1) |
Virtually — you may attend the virtual webcast of the Annual Meeting and submit your vote; |
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2) |
By Internet — simply log in and resubmit your vote — Broadridge will only count the last instructions; |
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3) |
By Telephone — simply enter your Control Number and resubmit your vote — Broadridge will only count the last instructions; or |
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4) |
By Mail — you must give written notice of revocation to Broadridge, 51 Mercedes Way, Edgewood, NY 11717, submit another properly signed proxy with a more recent date. For written notices you must include the Control Number that is printed on the upper portion of your proxy card. |
What is the due date for stockholder proposals for the Company’s 2026 Annual Meeting?
Stockholders may present proposals for consideration at future Annual Meetings of Stockholders in accordance with the specific provisions in our Bylaws. Stockholder proposals as permitted by SEC Rule 14a-8 for inclusion in our proxy materials relating to the 2026 Annual Meeting, must be submitted to the Corporate Secretary in writing no later than November 7, 2025.
For a stockholder proposal other than a proposal in accordance with SEC Rule 14a-8 to be properly submitted for consideration at our 2026 Annual Meeting, our Corporate Secretary must receive the stockholder’s written notice of intention to submit the proposal at our corporate headquarters between 9:00 a.m. local time on December 18, 2025, and 5:00 p.m., local time, on January 17, 2026. If the date of our 2026 Annual Meeting is earlier than March 18, 2026 or later than June 16, 2026, for a stockholder proposal notice to be properly submitted for consideration at our 2026 Annual Meeting, our Corporate Secretary must receive the stockholder’s written proposal notice after 9:00 a.m., local time, on the 120th day before the date of our 2026 Annual Meeting and before 5:00 p.m., local time, on the 90th day before the date of our 2026 Annual Meeting. However, if we first publicly announce the date of our 2026 Annual Meeting less than 100 days before to the date of our 2026 Annual Meeting, the deadline for the submission of a written stockholder proposal notice will be 5:00 p.m., local time, on the 10th day following the day on which we first publicly announce the date of our 2026 Annual Meeting. A proposal must also meet other requirements as to form and content set forth in our Bylaws.
All proposals must be submitted to the attention of the Corporate Secretary, Humana Inc., 500 West Main Street, 21st Floor, Louisville, Kentucky 40202.
What is the due date for stockholder nominees for director for the Company’s 2026 Annual Meeting?
Under our Bylaws, for a stockholder director nomination to be properly submitted for consideration at our 2026 Annual Meeting (other than through our proxy access procedures described below), our Corporate Secretary must receive the stockholder’s written notice of
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nomination at our corporate headquarters between 9:00 a.m. local time on December 18, 2025, and 5:00 p.m., local time, on January 17, 2026. If the date of our 2026 Annual Meeting is earlier than March 18, 2026 or later than June 16, 2026, for a stockholder nomination to be properly submitted for consideration at our 2026 Annual Meeting, our Corporate Secretary must receive the stockholder’s written notice of nomination after 9:00 a.m., local time, on the 120th day before the date of our 2026 Annual Meeting and before 5:00 p.m., local time, on the 90th day before the date of our 2026 Annual Meeting. However, if we first publicly announce the date of our 2026 Annual Meeting less than 100 days before to the date of our 2026 Annual Meeting, the deadline for the submission of a written notice of nomination will be 5:00 p.m., local time, on the 10th day following the day on which we first publicly announce the date of our 2026 Annual Meeting. For a stockholder’s written notice of nomination to be properly submitted, it must comply with our Bylaws and include all of the information required by our Bylaws, including the nominee’s name, qualifications for Board membership and compliance with our Director Resignation Policy discussed in this proxy statement, and must be sent to the attention of the Corporate Secretary, Humana Inc., 500 West Main Street, 21st Floor, Louisville, Kentucky 40202.
In addition, our Bylaws provide for proxy access. One or more stockholder may nominate candidates for election to our Board of Directors and include those nominees in our 2026 proxy materials so long as the stockholder(s) and the nominee(s) satisfy the terms, conditions and requirements for proxy access specified in our Bylaws. The key parameters are:
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• |
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Minimum Ownership Threshold: the nominating stockholder(s) must own 3% or more of the outstanding Shares; |
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• |
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Ownership Duration: those Shares must have been held continuously for at least three years; |
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• |
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Nominating Group Size: the nominating stockholder group cannot consist of more than 20 stockholders; and |
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• |
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Number of Nominees: appropriate stockholders may nominate the greater of 20% of the number of directors serving on the Board of Directors or 2 nominees. |
Under our Bylaws, for a proxy access stockholder nomination to be properly submitted for inclusion in our 2026 proxy materials and consideration at our 2026 Annual Meeting, our Corporate Secretary must receive a written notice of the proxy access nomination at our corporate headquarters between October 8, 2025, and November 7, 2025. For the written notice of proxy access nomination to be properly submitted, it must comply with our Bylaws and include all of the information required by our Bylaws for proxy access, and must be sent to the attention of the Corporate Secretary, Humana Inc., 500 West Main Street, 21st Floor, Louisville, Kentucky 40202.
May a stockholder present a proposal not included in our Proxy Statement at the April 17, 2025, Annual Meeting?
A stockholder may not present a proposal at the Annual Meeting (a so-called “floor resolution”).
How will Humana solicit votes and who pays for the solicitation?
We have engaged D. F. King & Co., Inc. to assist in the distribution of proxy materials and solicitation of votes for approximately $17,000 plus expenses. We have also engaged Broadridge to assist in the distribution of proxy materials and the accumulation of votes through the Internet, telephone and coordination of mail votes for approximately $347,000 proxy and solicitation material to our stockholders.
How can I obtain additional information about the Company?
Included with this proxy statement (either in printed form or on the Internet) is a copy of our Annual Report on Form 10-K for the year ended December 31, 2024, which also contains the information required in our Annual Report to Stockholders. Our Annual Report on Form 10-K and all our other filings with the SEC also may be accessed via the Investor Relations section on our website at www.humana.com. We encourage you to visit our website. From www.humana.com click on “More Humana,” then click on “For Investors,” then click on the “SEC Filings and Financial Reports,” then click on the “Annual Reports” subcategory.
Where can I find voting results for this Annual Meeting?
The voting results will be published in a current report on Form 8-K which will be filed with the SEC no later than four business days after the Annual Meeting. The Form 8-K will also be available on our website. From the www.humana.com website, click on “More Humana,” then click on “For Investors,” then click on “SEC Filings and Financial Reports,” and then click on “SEC Filings” subcategory.
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| 92 |
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Humana | 2025 Proxy Statement • Frequently Asked Questions |
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (the “PvP Rules”), we are providing the following: (1) tabular compensation and performance disclosure for 2020, 2021, 2022, 2023 and 2024; (2) an unranked list of three performance measures that the Company considers to be its most important measures used to align compensation actually paid to the NEOs for 2024 to Company performance; and (3) additional disclosure relative to the relationship between the “Compensation Actually Paid” (“CAP”) set forth in the Pay versus Performance Table and each of the performance metrics set forth in the Pay versus Performance Table and between the Company’s and the Peer Group TSR, in each case over 2020-2024. For further information concerning Humana’s variable philosophy and how Humana aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis.” Pay Versus Performance Table Pursuant to the PvP Rules, the Pay versus Performance Table (set forth below) is required to include for each year the CAP to the CEO (including, for 2024, both CEOs) and the average CAP for non-CEO named executive officers. CAP represents a calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, as well as from the way in which the Organization and Compensation Committee views annual compensation decisions, as discussed in the Compensation Discussion and Analysis. For example, the CAP calculation for a given year includes the change in fair value of multiple years of equity grants that are outstanding and unvested during the year, whereas the Summary Compensation Table calculation includes only the grant date fair value of equity awards that are granted during the year. These differences result in a CAP calculation that may be higher or lower than the corresponding Summary Compensation Table calculation, and that also may be more significantly impacted by changes in stock price. It is also important to note that outstanding equity awards may be represented in more than one year of the Pay versus Performance Table. Equity grants (performance-based restricted stock units, restricted stock units and stock options) constitute a meaningful portion of compensation for the CEOs and other NEOs. The value of equity grants will not be realized before applicable restriction periods and/or conditions lapse (including, with respect to the performance-based restricted stock units, the achievement of pre-determined performance goals) and the ultimate value of such awards is subject to changes in stock price. While each participant was awarded a target number of performance-based restricted stock units, the actual number of performance-based restricted stock units earned could vary from zero (0) up to two (2) times target, if performance objectives are meaningfully exceeded, and no participant will receive any portion of performance-based restricted stock units if the threshold performance objectives are not met.
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Summary
Compensation
Table Total for |
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Compensation
Actually Paid to |
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Average
Summary
Compensation
Table Total for |
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Average
Compensation
Actually Paid to |
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Value of Initial Fixed $100
Investment Based On: |
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| 2024 |
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15,579,477 |
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|
12,057,164 |
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9,229,775 |
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|
184,356 |
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10,066,604 |
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6,262,690 |
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72 |
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|
126 |
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1,124 |
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16.21 |
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| 2023 |
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16,327,384 |
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(37,708 |
) |
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3,866,828 |
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1,654,500 |
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128 |
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136 |
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2,484 |
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26.09 |
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| 2022 |
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17,198,844 |
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30,353,498 |
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4,154,126 |
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6,537,728 |
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143 |
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137 |
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2,802 |
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25.24 |
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| 2021 |
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16,528,036 |
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25,833,960 |
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4,111,051 |
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5,872,201 |
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128 |
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|
147 |
|
|
|
2,934 |
|
|
|
20.64 |
|
|
|
|
|
|
|
|
|
|
|
|
| 2020 |
|
|
|
|
|
|
16,489,639 |
|
|
|
|
|
|
|
28,417,233 |
|
|
|
4,102,566 |
|
|
|
6,516,350 |
|
|
|
113 |
|
|
|
118 |
|
|
|
3,367 |
|
|
|
18.75 |
|
| (1) |
The dollar amounts reported in column (b)(1) are the amounts of total compensation reported for Mr. Rechtin (PEO 1) (our current President and Chief Executive Officer) and the dollar amounts reported in column (b)(2) are the amounts of total compensation reported for Mr. Broussard (PEO 2) (our former Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table” in the proxy statement. |
| (2) |
The dollar amounts reported in column (c)(1) represent the amount of CAP to Mr. Rechtin and the dollar amounts reported in column (c)(2) represent the amount of CAP to Mr. Broussard, as computed in accordance with PvP Rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rechtin or Mr. Broussard during the applicable year. In accordance with the requirements of PvP Rules, the following adjustments were made to each PEO’s total compensation for the most recent fiscal year to determine the applicable PEO’s CAP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Summary
Compensation
Table Total |
|
Equity
Deductions
from SCT
Total (a) |
|
Equity
Additions
to SCT
Total (b) |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
15,579,477 |
|
|
|
|
11,813,462 |
|
|
|
|
5,463,761 |
|
|
|
|
N/A |
|
|
|
|
9,229,775 |
|
|
|
|
|
|
|
| |
|
|
|
12,057,164 |
|
|
|
|
8,000,037 |
|
|
|
|
(3,872,771 |
) |
|
|
|
N/A |
|
|
|
|
184,356 |
|
| |
(a) |
The amounts in this column represent the grant date fair value of equity-based awards granted during each year. Pursuant to the requirements of Item 402(c)(2)(v) and (vi) of Regulation S-K, the Summary Compensation Table is required to include only those equity awards granted the particular year. These equity awards are generally made in the first quarter of the year. |
| |
(b) |
The equity award adjustments for the most recent fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the most recent fiscal year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the most recent fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the most recent fiscal year; (iii) for awards that are granted and vest in the most recent fiscal year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the most recent fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the most recent fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the most recent fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the most recent fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year End Fair
Value of
Current Year |
|
Year over
Year Change in
Fair Value of
Outstanding
and Unvested
Equity Awards |
|
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year |
|
Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Year that
Vested in the
Year |
|
Fair Value at
the End of
the Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year |
|
Average Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation |
|
Total Equity
Award
Adjustments
($) |
|
|
|
|
|
|
|
|
| 2024 PEO 1 |
|
|
|
5,090,398 |
|
|
|
|
0 |
|
|
|
|
0 |
|
|
|
|
369,750 |
|
|
|
|
0 |
|
|
|
|
3,613 |
|
|
|
|
5,463,761 |
|
|
|
|
|
|
|
|
|
| 2024 PEO 2 |
|
|
|
3,684,884 |
|
|
|
|
(5,920,494 |
) |
|
|
|
(3,878,125 |
) |
|
|
|
1,972,904 |
|
|
|
|
0 |
|
|
|
|
268,060 |
|
|
|
|
(3,872,771 |
) |
| (3) |
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Messrs. Rechtin and Broussard) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Messrs. Rechtin and Broussard) included for purposes of calculating the average amounts in each applicable year are (a) 2024, Susan M. Diamond, David E. Dintenfass, Sanjay K. Shetty, and George Renaudin II; (b) for 2023, Susan M. Diamond, Sanjay K. Shetty, Joseph C. Ventura, and George Renaudin II; (c) for 2022, Susan M. Diamond, T. Alan Wheatley, Timothy S. Huval, and Joseph C. Ventura; (d) for 2021, Susan M. Diamond, Brian A. Kane, T. Alan Wheatley, Timothy S. Huval, and William K. Fleming; and (e) for 2020, Brian A. Kane, T. Alan Wheatley, Timothy S. Huval, and William K. Fleming. |
| (4) |
The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Messrs. Rechtin and Broussard), as computed in accordance with the PvP Rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Rechtin and Broussard) during the applicable year. In accordance with the requirements of the PvP Rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding Messrs. Rechtin and Broussard) for the most recent fiscal year to determine the CAP, using the same methodology described above in Note 2: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Summary
Compensation
Table Total |
|
Equity
Deductions
from SCT
Total ($) |
|
Equity
Additions
to SCT
Total |
|
|
|
Compensation
Actually Paid |
|
|
|
|
|
|
| |
|
|
|
10,066,604 |
|
|
|
|
6,908,469 |
|
|
|
|
3,104,556 |
|
|
|
|
N/A |
|
|
|
|
6,262,690 |
|
| |
The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year End Fair
Value of
Current Year
Equity
Awards |
|
Year over
Year Change in
Fair Value Outstanding
and Unvested
Equity Awards |
|
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year |
|
Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Year
that Vested in
the Year |
|
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year |
|
Average Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total |
|
Total Equity
Award
Adjustments
($) |
|
|
|
|
|
|
|
|
| 2024 |
|
|
|
3,821,890 |
|
|
|
|
(597,655) |
|
|
|
|
(316,559) |
|
|
|
|
177,132 |
|
|
|
|
0 |
|
|
|
|
19,747 |
|
|
|
|
3,104,556 |
|
| (5) |
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
| (6) |
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Dow Jones U.S. Select Health Care Providers Total Return Index. |
| (7) |
The dollar amounts reported represent the amount of Net Income reflected in the Company’s audited financial statements for the applicable year. While the Company does not use net income as a performance measure in its executive compensation program, the measure of net income is correlated with the measure Adjusted ROIC, which the company does use when setting goals in the Company’s long-term incentive compensation program. |
| (8) |
Adjusted EPS is defined at page of this proxy statement, under “Annex I - Reconciliation of Non-GAAP Financial Measure.” While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link CAP to the company’s NEOs, for the most recently completed fiscal year, to company performance. |
|
|
|
|
|
| Company Selected Measure Name |
Adjusted EPS
|
|
|
|
|
| Named Executive Officers, Footnote |
The names of each of the NEOs (excluding Messrs. Rechtin and Broussard) included for purposes of calculating the average amounts in each applicable year are (a) 2024, Susan M. Diamond, David E. Dintenfass, Sanjay K. Shetty, and George Renaudin II; (b) for 2023, Susan M. Diamond, Sanjay K. Shetty, Joseph C. Ventura, and George Renaudin II; (c) for 2022, Susan M. Diamond, T. Alan Wheatley, Timothy S. Huval, and Joseph C. Ventura; (d) for 2021, Susan M. Diamond, Brian A. Kane, T. Alan Wheatley, Timothy S. Huval, and William K. Fleming; and (e) for 2020, Brian A. Kane, T. Alan Wheatley, Timothy S. Huval, and William K. Fleming.
|
|
|
|
|
| Peer Group Issuers, Footnote |
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Dow Jones U.S. Select Health Care Providers Total Return Index.
|
|
|
|
|
| Adjustment To PEO Compensation, Footnote |
| (2) |
The dollar amounts reported in column (c)(1) represent the amount of CAP to Mr. Rechtin and the dollar amounts reported in column (c)(2) represent the amount of CAP to Mr. Broussard, as computed in accordance with PvP Rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rechtin or Mr. Broussard during the applicable year. In accordance with the requirements of PvP Rules, the following adjustments were made to each PEO’s total compensation for the most recent fiscal year to determine the applicable PEO’s CAP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Summary
Compensation
Table Total |
|
Equity
Deductions
from SCT
Total (a) |
|
Equity
Additions
to SCT
Total (b) |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
15,579,477 |
|
|
|
|
11,813,462 |
|
|
|
|
5,463,761 |
|
|
|
|
N/A |
|
|
|
|
9,229,775 |
|
|
|
|
|
|
|
| |
|
|
|
12,057,164 |
|
|
|
|
8,000,037 |
|
|
|
|
(3,872,771 |
) |
|
|
|
N/A |
|
|
|
|
184,356 |
|
| |
(a) |
The amounts in this column represent the grant date fair value of equity-based awards granted during each year. Pursuant to the requirements of Item 402(c)(2)(v) and (vi) of Regulation S-K, the Summary Compensation Table is required to include only those equity awards granted the particular year. These equity awards are generally made in the first quarter of the year. |
| |
(b) |
The equity award adjustments for the most recent fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the most recent fiscal year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the most recent fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the most recent fiscal year; (iii) for awards that are granted and vest in the most recent fiscal year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the most recent fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the most recent fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the most recent fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the most recent fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year End Fair
Value of
Current Year |
|
Year over
Year Change in
Fair Value of
Outstanding
and Unvested
Equity Awards |
|
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year |
|
Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Year that
Vested in the
Year |
|
Fair Value at
the End of
the Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year |
|
Average Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation |
|
Total Equity
Award
Adjustments
($) |
|
|
|
|
|
|
|
|
| 2024 PEO 1 |
|
|
|
5,090,398 |
|
|
|
|
0 |
|
|
|
|
0 |
|
|
|
|
369,750 |
|
|
|
|
0 |
|
|
|
|
3,613 |
|
|
|
|
5,463,761 |
|
|
|
|
|
|
|
|
|
| 2024 PEO 2 |
|
|
|
3,684,884 |
|
|
|
|
(5,920,494 |
) |
|
|
|
(3,878,125 |
) |
|
|
|
1,972,904 |
|
|
|
|
0 |
|
|
|
|
268,060 |
|
|
|
|
(3,872,771 |
) |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 10,066,604
|
$ 3,866,828
|
$ 4,154,126
|
$ 4,111,051
|
$ 4,102,566
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 6,262,690
|
1,654,500
|
6,537,728
|
5,872,201
|
6,516,350
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (4) |
The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Messrs. Rechtin and Broussard), as computed in accordance with the PvP Rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Rechtin and Broussard) during the applicable year. In accordance with the requirements of the PvP Rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding Messrs. Rechtin and Broussard) for the most recent fiscal year to determine the CAP, using the same methodology described above in Note 2: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Summary
Compensation
Table Total |
|
Equity
Deductions
from SCT
Total ($) |
|
Equity
Additions
to SCT
Total |
|
|
|
Compensation
Actually Paid |
|
|
|
|
|
|
| |
|
|
|
10,066,604 |
|
|
|
|
6,908,469 |
|
|
|
|
3,104,556 |
|
|
|
|
N/A |
|
|
|
|
6,262,690 |
|
| |
The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year End Fair
Value of
Current Year
Equity
Awards |
|
Year over
Year Change in
Fair Value Outstanding
and Unvested
Equity Awards |
|
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year |
|
Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Year
that Vested in
the Year |
|
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year |
|
Average Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total |
|
Total Equity
Award
Adjustments
($) |
|
|
|
|
|
|
|
|
| 2024 |
|
|
|
3,821,890 |
|
|
|
|
(597,655) |
|
|
|
|
(316,559) |
|
|
|
|
177,132 |
|
|
|
|
0 |
|
|
|
|
19,747 |
|
|
|
|
3,104,556 |
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid and Relative TSR The following graphs depict the relationship between TSR and CAP to Humana’s CEOs and the NEOs, respectively.
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
Compensation Actually Paid and Net Income The following graphs depict the relationship between Net Income and CAP to Humana’s CEOs and the NEOs, respectively.
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
Compensation Actually Paid and Adjusted EPS The following graphs depict the relationship between EPS and CAP to Humana’s CEOs and the NEOs, respectively.
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
Compensation Actually Paid and Relative TSR The following graphs depict the relationship between TSR and CAP to Humana’s CEOs and the NEOs, respectively.
|
|
|
|
|
| Tabular List, Table |
The most important performance measures are:
| |
• |
|
Adjusted Earnings Per Share |
| |
• |
|
Adjusted Return on Invested Capital |
| |
• |
|
Relative Total Shareholder Return |
|
|
|
|
|
| Total Shareholder Return Amount |
$ 72
|
128
|
143
|
128
|
113
|
| Peer Group Total Shareholder Return Amount |
126
|
136
|
137
|
147
|
118
|
| Net Income (Loss) |
$ 1,124,000,000
|
$ 2,484,000,000
|
$ 2,802,000,000
|
$ 2,934,000,000
|
$ 3,367,000,000
|
| Company Selected Measure Amount |
16.21
|
26.09
|
25.24
|
20.64
|
18.75
|
| Measure:: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Adjusted Earnings Per Share
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Adjusted Return on Invested Capital
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Relative Total Shareholder Return
|
|
|
|
|
| Mr. Rechtin [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| PEO Total Compensation Amount |
$ 15,579,477
|
|
|
|
|
| PEO Actually Paid Compensation Amount |
$ 9,229,775
|
|
|
|
|
| PEO Name |
Mr. Rechtin
|
|
|
|
|
| Mr. Broussard [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| PEO Total Compensation Amount |
$ 12,057,164
|
$ 16,327,384
|
$ 17,198,844
|
$ 16,528,036
|
$ 16,489,639
|
| PEO Actually Paid Compensation Amount |
$ 184,356
|
$ (37,708)
|
$ 30,353,498
|
$ 25,833,960
|
$ 28,417,233
|
| PEO Name |
Mr. Broussard
|
|
|
|
|
| PEO | Mr. Rechtin [Member] | Equity Awards Adjustments |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ 5,463,761
|
|
|
|
|
| PEO | Mr. Rechtin [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
5,090,398
|
|
|
|
|
| PEO | Mr. Rechtin [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Mr. Rechtin [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Mr. Rechtin [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
369,750
|
|
|
|
|
| PEO | Mr. Rechtin [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Mr. Rechtin [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
3,613
|
|
|
|
|
| PEO | Mr. Rechtin [Member] | Equity Deductions [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(11,813,462)
|
|
|
|
|
| PEO | Mr. Broussard [Member] | Equity Awards Adjustments |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(3,872,771)
|
|
|
|
|
| PEO | Mr. Broussard [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
3,684,884
|
|
|
|
|
| PEO | Mr. Broussard [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(5,920,494)
|
|
|
|
|
| PEO | Mr. Broussard [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(3,878,125)
|
|
|
|
|
| PEO | Mr. Broussard [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,972,904
|
|
|
|
|
| PEO | Mr. Broussard [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Mr. Broussard [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
268,060
|
|
|
|
|
| PEO | Mr. Broussard [Member] | Equity Deductions [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(8,000,037)
|
|
|
|
|
| Non-PEO NEO | Equity Awards Adjustments |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
3,104,556
|
|
|
|
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
3,821,890
|
|
|
|
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(597,655)
|
|
|
|
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(316,559)
|
|
|
|
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
177,132
|
|
|
|
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
19,747
|
|
|
|
|
| Non-PEO NEO | Equity Deductions [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ (6,908,469)
|
|
|
|
|
