DEF 14A of Humana Inc
Filed Mar 8, 2024 · FY20230001193125-24-062915
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| ☒ | No fee required. | | ☐ | Fee paid previously with preliminary materials | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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| | Humana Inc. 500 West Main Street Louisville, Kentucky 40202 |
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| (Top Photo: Kurt Hilzinger; Bottom Photo: Bruce Broussard) | 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 18, 2024, beginning at 1:00 p.m., Eastern Time in a virtual setting with live audio webcast that will be accessible at www.virtualshareholdermeeting.com/HUM2024. 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 six 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 8, 2024. We continue to believe that Internet delivery of our proxy materials allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. 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. This proxy statement is being mailed or transmitted on or about March 8, 2024, to our stockholders of record as of February 29, 2024. |
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| 2023 Reflections |
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For our Company and our stakeholders, 2023 was a dynamic and challenging year as we found ourselves responding to significant and unanticipated increase in medical cost trends in the Medicare Advantage (MA) industry. Throughout the year, we leveraged our commitment to cost discipline, working tirelessly to offset the impact of these trends through areas such as administrative cost containment and productivity initiatives. Despite our efforts, we were ultimately unable to fully offset these trends as they continued to accelerate in the fourth quarter, resulting in 2023 earnings growth that failed to meet our expectations. Like you, we were disappointed in the Company’s closing financial performance. Still, we do not want this setback to overshadow the advancement of our long-term strategy in 2023 - achieving strong growth in our individual MA, Medicaid and CenterWell businesses, progress made across the enterprise to grow our industry leading MA and senior focused value-based care platforms and maintain our industry leading quality and customer satisfaction scores to name just a few. Insurance. The strength of our core insurance operations remains clear. In 2023, we grew our individual MA membership by over 840,000, and continued our leadership in putting members first - evidenced again in our strong Star Ratings for 2024, with 94 percent of our members in plans rated 4 stars or higher, 61 percent in plans rated 4.5 or 5 stars, and 37 percent of all 5-star MA membership in a Humana plan. And our strong organic Medicaid growth continues - we implemented contracts in Ohio and Louisiana in 2023 and look forward to beginning to serve members in both Indiana and Oklahoma in 2024 - reflecting our strong operating model and ability to deliver unique value to communities. CenterWell. The growth of both our primary care and value-based home health businesses continues. In primary care, we now operate nearly 300 centers serving over 294,000 patients, which represents year over year growth of 26 percent and 19 percent, respectively. And we have further expanded our value-based home care models, now covering 843,500 of our MA members under a value-based payment model covering home health, DME and infusion services. And with this growth, we continue to unlock opportunities for our health plan members to utilize our healthcare services assets, which leads to better outcomes, greater satisfaction, and higher customer retention. As your Board of Directors, we take our responsibilities very seriously and are committed to representing our stockholder’s interests to deliver sustainable results over the long-term. As the Company continues to navigate a complex and dynamic period of change in the MA industry in the near-term, we still believe in the strong fundamentals and significant value proposition of MA and remain focused on both margin recovery and advancing our industry leading MA and senior focused value-based care platforms to position the Company for long-term success. At the same time, the Board continues to observe comprehensive corporate governance practices, working together closely as we execute on our CEO transition plan, engaging with stockholders to understand and be responsive to your perspectives, and providing active oversight to assist the Company in advancing its strategic vision. 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 8, 2024 | Bruce D. Broussard Director, Chief Executive Officer and Stockholder March 8, 2024 |
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Notice of 2024 Annual Meeting of Stockholders
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| Time and Date: | 1:00 p.m., Eastern Time, on Thursday, April 18, 2024 | | Location: | www.virtualshareholdermeeting.com/HUM2024 | | Agenda: | 1. Elect the eleven (11) director nominees named in the proxy statement. 2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. 3. Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers. 4. Approve amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. 5. Approve amendment to the Company’s Restated Certificate of Incorporation to eliminate supermajority voting requirement in connection with certain transactions. 6. Consider and vote upon the stockholder proposal set forth in this proxy statement, if properly presented at the meeting. 7. Consider any other business properly brought before the meeting. | | Record Date: | February 29, 2024. Humana stockholders of record at the close of business on that date will be entitled to vote. | | Proxy Voting: | Your vote is important so that as many Shares as possible will be represented. Please vote by one of the following methods: • BY INTERNET • BY TELEPHONE • BY RETURNING YOUR PROXY CARD (if you elected to receive printed materials) • BY VOTING DURING THE ANNUAL MEETING See instructions on your proxy card or at the voting site (www.proxyvote.com). |
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By Order of the Board of Directors, Joseph M. Ruschell Vice President, Associate General Counsel & Corporate Secretary March 8, 2024
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| Frequently Referenced Information | | | Director Attributes and Qualifications | 5 | | Board Composition and Refreshment | 6 | | Role of the Board | 15 | | Board Leadership | 16 | | Director Independence | 18 | | Committee Membership and Meetings | 20 | | Corporate Governance Policies | 24 | | Board Oversight of Environmental, Social and Governance Matters | 27 | | Human Capital Management | 28 | | Director Compensation | 41 | | Stockholder Engagement and Say-on-Pay | 52 | | Peer Group | 55 | | Stock Ownership Guidelines | 65 |
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| Proxy Summary | i | | Company Overview | 1 | | Proposal One: Election of Directors | 4 | | Corporate Governance | 15 | | Humana’s Impact | 27 | | Director Compensation | 41 | | Stock Ownership Information | 44 | | Compensation Discussion and Analysis | 47 | | Organization & Compensation Committee Report | 66 | | Executive Compensation | 67 | | Certain Transactions with Management and Others | 82 | | Audit Committee Report | 83 | | Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm | 85 | | Proposal Three: Non-Binding Advisory Vote with Respect to the Compensation of the Company’s Named Executive Officers | 86 | | Proposal Four: Approve Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted by Delaware Law | 87 | | Proposal Five: Approve Amendment to the Company’s Restated Certificate of Incorporation to Eliminate Supermajority Voting Requirement in Connection with Certain Transactions | 89 | | Proposal Six: Stockholder Proposal on Simple Majority Vote | 91 | | Frequently Asked Questions | 93 | | Incorporation by Reference | 100 | | Additional Information | 100 | | Annex I | A-I-1 | | Annex II | A-II-1 | | Annex III | A-III-1 |
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Proxy Summary General Information
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| Meeting: | 2024 Annual Meeting of Stockholders | Place: | www.virtualshareholdermeeting.com/HUM2024 | | Date: | Thursday, April 18, 2024 | | | | Time: | 1:00 p.m., Eastern Time | | | | Record Date: | February 29, 2024 | | |
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How to Vote Your Shares You may vote if you were a stockholder as of the close of business on February 29, 2024.
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| | Online www.proxyvote.com | | By Mail Complete, sign, date, and return your proxy card in the envelope provided | | | By Phone Call the phone number located on the top of your proxy card | | During the Meeting Attend our virtual annual meeting and cast your vote using the webcast voting options |
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Voting Overview
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| Items of Business | | Board Recommendation | Page Reference | | 1. | Elect the eleven (11) director nominees named in the proxy statement. | FOR | 4 | | 2. | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. | FOR | 85 | | 3. | Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers. | FOR | 86 | | 4. | Approve amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. | FOR | 87 | | 5. | Approve amendment to the Company’s Restated Certificate of Incorporation to eliminate supermajority voting requirement in connection with certain transactions. | FOR | 89 | | 6. | Consider and vote upon the stockholder proposal set forth in this proxy statement, if properly presented at the meeting. | AGAINST | 91 | | 7. | Consider any other business properly brought before the meeting. | | |
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Board of Directors Nominees
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| Name | Position | Age | First Elected Director | | Kurt J. Hilzinger | Chairman of the Board, Independent Director | 63 | 07/2003 | | Bruce D. Broussard | Director, Chief Executive Officer | 61 | 01/2013 | | Raquel C. Bono, M.D. | Independent Director | 67 | 09/2020 | | Frank A. D’Amelio | Independent Director | 66 | 09/2003 | | David T. Feinberg, M.D. | Independent Director | 61 | 03/2022 | | Wayne A.I. Frederick, M.D. | Independent Director | 52 | 02/2020 | | John W. Garratt | Independent Director | 55 | 02/2020 | | Karen W. Katz | Independent Director | 67 | 09/2019 | | Marcy S. Klevorn | Independent Director | 64 | 02/2021 | | Jorge S. Mesquita | Independent Director | 62 | 02/2021 | | Brad D. Smith | Independent Director | 59 | 09/2022 |
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| i | Humana | 2024 Proxy Statement • Proxy Summary |
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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, 2023, we had approximately 16.9 million members in our medical benefit plans, as well as approximately 4.9 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, which is one of the fastest growing and most attractive segments of healthcare. We aim to sustainably and profitably grow this business over the long-term by leveraging several differentiated capabilities in our Insurance segment, including our leadership in value-based care arrangements, our leading clinical quality as evidenced by our consistently high Star Ratings performance, our first-mover advantage in interoperability, data, and analytics solutions, and our award-winning customer experience. We also have an attractive diversification of insurance offerings across product offerings (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 to name just a few. Our CenterWell segment includes health service offerings of significant scale and scope across primary care, home health, and pharmacy solutions. These capabilities are poised to benefit from secular tailwinds and become an increasingly important piece of the enterprise’s overall revenue and profitability profile. These businesses also expand our addressable market by serving patients from multiple health plans and Original Medicare in addition to Humana health plan members. And most importantly, these businesses enable us to participate directly in the areas of highest influence for successful proactive management of disease progression. As a result, we are able to lower avoidable hospital admissions (and readmissions) and lower inappropriate ER utilization while improving net promoter score (NPS) and quality scores relative to competitive benchmarks. While our businesses have attractive revenue, margin, and growth profiles in their own right, the collection of assets we’ve assembled at meaningful scale position us to create a new kind of integrated care delivery with the power to address our customers’ most significant needs that impede simpler health care and better health 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 in one of the finest examples of public/private partnership in the country. 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 power all of 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 • 2024 Proxy Statement | Humana | 1 |
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Our Values As our industry has evolved, so has our Company, and our values reflect who we are today. While we have always been grounded in our purpose of helping people, we introduced “health first” in 2023 as our evolved purpose, unifying us in our mission of providing simple, personalized and integrated care to all those we serve. It guides our actions as we execute on our strategy and gives us an edge in a competitive environment. When we do it well, our business thrives, our associates are engaged and our customers experience human care.
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Our purpose comes alive in clear and simple values that are expressed in unique ways each day. By being caring, curious and committed, our associates reflect who we are and how we show up each day. These values drive behaviors that help our associates put health first for themselves, each other and the people they serve.
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| | | | | Caring | Curious | Committed | | Create an environment where people feel valued, respected and are treated with kindness. | Work and learn together creating the best solutions for the people we serve. | To fulfill our purpose, take bold action to impact the lives of people and transform the healthcare industry. | | • Empathize and actively listen • Build trust, safety and equitable opportunities • Care for the whole person | • Pursue diverse perspectives • Create value through innovating simple, quality experiences • Integrate our work across the enterprise | • Deliver our commitments with excellence • Be a good steward of our resources and time • Elevate our agility |
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| 2 | Humana | 2024 Proxy Statement • Company Overview |
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Our Performance Our 2023 performance reflected the emergence of a complex and dynamic period of change in the Medicare Advantage industry. While we made strong progress in advancing our senior focused, value-based care platforms and positioning the Company for success over the long-term, we were also confronted with unprecedented increases in medical cost trends that we were ultimately unable to fully offset, resulting in final financial performance below our expectations. 2023 Business and Financial Performance Results
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| • | Reported diluted earnings per common share (EPS) of $20.00 on a Generally Accepted Accounting Principles (GAAP) basis and Adjusted EPS of $26.09. * |
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| • | Returned approximately $2.0 billion to our stockholders in the form of dividends and stock repurchases.** |
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| • | Grew our individual Medicare Advantage membership by 843,300 members, representing 18.5% growth over fiscal year 2022. The Company continues to demonstrate individual MA membership growth above the industry average, with a three-year compound annual growth rate of 11%. |
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| • | Remained the industry-leader in Star Ratings among our publicly traded peers for the sixth consecutive year, with 94% of our Medicare Advantage members enrolled in 4-star and above contracts,*** 61% of members in 4.5 and 5-star contracts, and four of our contracts receiving a 5-star rating. |
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| Stockholder Dividends | 3-Year EPS Comparison | | | |
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The footnotes below are referenced throughout this proxy statement.
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| * Please refer to Annex III to this proxy statement for a reconciliation of non-GAAP to GAAP financial measures. We encourage each stockholder to read our full financial statements for year the ended December 31, 2023 contained in our Annual Report on Form 10-K, filed with the SEC on February 15, 2024. |
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| ** Stock repurchases includes $73 million in connection with employee stock plans. |
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| *** Membership totals in MA plans with 4+ Star Rating reflect membership as of October 2023 when Star Ratings were released by the Centers for Medicare & Medicaid Services (CMS). |
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| Company Overview • 2024 Proxy Statement | Humana | 3 |
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Proposal One Election of Directors The Board of Directors of the Company, in accordance with the provisions of the Company’s Restated Certificate of Incorporation and Bylaws, has determined that the number of directors to be elected at the Annual Meeting of the Company shall be eleven (11). The directors are elected to hold office until the Annual Meeting of Stockholders in 2025 and until a qualified successor is elected. Each of the nominees has consented to be named as a nominee and agreed to serve if elected. If any nominee becomes unable to serve for any reason (which is not anticipated), the Shares represented by the proxy granted to Messrs. Hilzinger and Broussard may be voted for the substituted nominee as may be designated by the Board of Directors. The following table shows certain information concerning the nominees at March 1, 2024.
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| Name | Age | Position | First Elected Director | | Kurt J. Hilzinger | 63 | Chairman of the Board, Independent Director | 07/2003 | | Bruce D. Broussard | 61 | Director, Chief Executive Officer | 01/2013 | | Raquel C. Bono, M.D. | 67 | Independent Director | 09/2020 | | Frank A. D’Amelio | 66 | Independent Director | 09/2003 | | David T. Feinberg, M.D. | 61 | Independent Director | 03/2022 | | Wayne A.I. Frederick, M.D. | 52 | Independent Director | 02/2020 | | John W. Garratt | 55 | Independent Director | 02/2020 | | Karen W. Katz | 67 | Independent Director | 09/2019 | | Marcy S. Klevorn | 64 | Independent Director | 02/2021 | | Jorge S. Mesquita | 62 | Independent Director | 02/2021 | | Brad D. Smith | 59 | Independent Director | 09/2022 |
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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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| 4 | Humana | 2024 Proxy Statement • Proposal One |
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Director Attributes and Qualifications The Nominating, Governance & Sustainability Committee (“Committee”) regularly evaluates the skills and experiences necessary to ensure that our Board represents a diverse group of individuals with a range of skills, experiences and expertise to oversee the Company’s long-term business strategy, operations, and risks. This analysis includes the identification of the non-exhaustive list set forth below of (i) core attributes that are expected of our directors, and (ii) substantive areas of expertise indicating specific skills, experience or qualifications most closely aligned to our strategic priorities. On an annual basis, the Committee holistically assesses each director nominee, and the Board as a whole, to ensure that an appropriate balance of skills, experiences, and backgrounds are represented on our Board.
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| | Core Director Attributes | | Substantive Areas of Expertise | | ● Independent under our Corporate Governance Guidelines, as well as meeting the independence requirements of, as applicable, the NYSE, SEC, and IRS | | ● Public company experience in position of CEO, CFO or COO (including oversight/supervisory experience of persons in such positions) | | | ● External public company board service is limited (maximum of three for a non-CEO director; maximum of one for a CEO director – in each case, not including the Company) | | ● Corporate governance (including Board of Directors experience, sustainability, and environmental, social and related-governance (ESG)) | | | ● Risk oversight ability with respect to the particular skills of the individual director | | ● Health care industry experience (including clinical practice) | | | ● Understanding of and experience with complex public companies or like organizations | | ● Information technology and digital innovation; data privacy; and cybersecurity | | | ● Standing and reputation in the individual’s field | | ● Government relations, public policy and regulatory experience | | | ● Ability to work collegially and collaboratively with other directors and our management team | | ● Marketing and consumer insights (including product design and growth models); | | | ● A commitment to diversity, equity and inclusion (DEI) | | ● Financial oversight (including capital markets experience) | | | ● High integrity and ethical standards | | ● Capital allocation and corporate transactions | |
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The Committee further assesses each director nominee’s ability to devote sufficient time and effort to his or her duties as a director, his or her willingness to consider all strategic proposals, and any core competencies or technical expertise necessary to staff Board committees. This annual assessment may also incorporate responses, as appropriate, from the Board’s annual individual self-evaluations. More information about the Board self-evaluation process can be found in the section entitled “Board Evaluation Practices.” The director nominee analysis also helps to determine whether a nominee would meet the criteria for independence set forth in the Corporate Governance Guidelines established by the Board and in accordance with independence requirements of the NYSE and the SEC. The following matrix summarizes the most significant skills, attributes and experiences represented on our diverse, knowledgeable, and experienced Board. More information about each director can be found in the section entitled “Director Nominee Biographies.”
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| | | | | | | | | | | | | | Public Company CEO, CFO, or COO Experience | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | ✓ | | Financial Oversight | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | ✓ | | Corporate Governance | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | | Healthcare Industry Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | | | Capital Allocation and Corporate Transactions | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | | ✓ | | IT/Digital; Data Privacy; Cyber | | ✓ | | | ✓ | | | | ✓ | | ✓ | | Marketing/Consumer Insights | | ✓ | | | ✓ | | | ✓ | ✓ | ✓ | ✓ | | Government Relations/ Public Policy | | ✓ | ✓ | ✓ | | ✓ | | | | | | | Strategy Development | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Risk Assessment | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | | Sustainability/ESG | | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ |
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| Proposal One • 2024 Proxy Statement | Humana | 5 |
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Board Composition and Refreshment The Committee and the Board follow a thoughtful refreshment process to ensure the Board composition best reflects the most appropriate mix of skills and experiences to perform strong oversight of the Company’s strategic priorities. The Committee and the Board strive to maintain a balance of tenure on the Board. Longer-serving directors bring valuable experience and a deep understanding of our complex business and industry, along with a historical perspective of our long-term successes, challenges and business cycles, and how these past experiences may inform our current strategy. Newer directors are also critical to the advancement of our strategy, bringing new skills and experiences and contributing fresh perspectives. The Board has established a policy that non-employee directors must retire at the first annual meeting following his or her seventy-third birthday. To encourage director refreshment, there are no exemptions or conditions in this policy. As further shown below, our Board has undergone significant refreshment in recent years. Since January 2017, ten new directors have been appointed to our Board. Eight of those directors are standing for election this year, all of whom are independent and joined the Board since 2019, deepening the Board’s C-Suite experience, financial expertise, healthcare industry experience, technology expertise, consumer perspective, and public policy expertise while also building on the Board’s focus on diversity. In addition, during 2022 and 2023 our Board refreshed the leadership and composition of our Nominating, Governance & Sustainability Committee, Organization & Compensation Committee, and Technology Committee. The Board also formed our Clinical Quality Committee, as the Board continues to adapt its work and oversight as we advance the Company’s strategy. Regarding diversity, our Company and our Board actively promote and foster a culture of inclusion and diversity to enable an environment where the unique characteristics, backgrounds and beliefs of our teammates can drive the groundbreaking, strategic thinking that gives our Company its competitive edge in a diverse marketplace. Our Board does not establish specific goals with respect to diversity; rather, the Board’s diversity is a consideration in the overall director nomination process and is a component of the overall assessment of the Board’s composition and effectiveness. Under the Nominating, Governance & Sustainability Committee Charter, the Board has further committed to include, and require any third-party search firm that it engages to include, candidates with diversity of race, ethnicity and gender in the slate of candidates considered by the Committee and/or the Board for nomination to the Board.
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| 6 | Humana | 2024 Proxy Statement • Proposal One |
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The illustrations below depict independence, age, tenure and diversity represented in the current composition of our director nominees.
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| Director Independence | Director Age Distribution | Board Tenure | | 91% | 62 Years | 6.67 Years Average director tenure 73% Of directors have served < 5 years 27% Of directors have served 10 ≥ years, including our CEO | | Of our directors are independent and we have an independent Chairman of the Board (10 of 11 directors) | Average age of director nominees (Age Range: 52 – 67) | | | Gender Representation | Race/Ethnicity Representation | | | 27% | 18% | | | Of our directors are women (3 of 11 directors) | Of our directors are racially and/or ethnically diverse (2 of 11 directors) | (Based on service as of March 1, 2024) |
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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 entitled, “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 2025 Annual Meeting.”
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| Proposal One • 2024 Proxy Statement | Humana | 7 |
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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 below. 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.
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| 8 | Humana | 2024 Proxy Statement • Proposal One |
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Director Nominee Biographies
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| Kurt J. Hilzinger | White Male, Age 63 Director since 2003 | | Chairman of the Board Independent Director | Kurt J. Hilzinger was initially elected to the Board in July 2003, and was elected Chairman of the Board effective January 1, 2014. Mr. Hilzinger served as Lead Director from August 2010 until his appointment as Chairman. Mr. Hilzinger is a Partner at Court Square Capital Partners, an independent private equity firm, having held this position since November 2007. At Court Square, Mr. Hilzinger focuses principally on investments in the healthcare industry. Prior to that, he was a Director of AmerisourceBergen Corporation from March 2004 to November 2007; having previously served as President and Chief Operating Officer of AmerisourceBergen Corporation from October 2002 to November 2007, and as Executive Vice President and Chief Operating Officer from August 2001 to October 2002. Mr. Hilzinger also serves on the Board of Directors of Outlook Therapeutics, Inc. and several privately held companies. | | Other Public Boards: 1 | | | Committees | | | • No Committee Roles | The Board believes that Mr. Hilzinger is a strong operating executive with a finance and strategic background, whose operational experience and financial expertise in the health care sector contributes valuable insight to the Board. | | Bruce D. Broussard | White Male, Age 61 Director since 2013 | | Director, Chief Executive Officer Other Public Boards: 1 | Bruce D. Broussard, Chief Executive Officer, joined Humana in 2011. Under his leadership, Humana has created an integrated care delivery model centered on improving health outcomes, driving lower costs, enhancing quality, and providing a simple and personalized member experience. With its holistic, human care approach, Humana is dedicated to improving the health of the communities it serves by making it easier for people to achieve their best health. Bruce brings to Humana a wide range of executive leadership experience in publicly traded and private organizations within a variety of healthcare sectors, including oncology, pharmaceuticals, assisted living/senior housing, home care, physician practice management, surgical centers and dental networks. Prior to joining Humana, Bruce was Chief Executive Officer of McKesson Specialty/US Oncology, Inc. US Oncology was purchased by McKesson in December 2010. At US Oncology, Bruce served in a number of senior executive roles, including Chief Financial Officer, President, Chief Executive Officer and Chairman of the Board. Bruce plays a leadership role in key business advocacy organizations such as the Business Council, and the American Heart Association CEO Roundtable. He is a member of the Board of Directors of HP Inc. and is a member and previous chair of AHIP. Additionally, Bruce serves on the Board of the Trust for the National Mall, a nonprofit philanthropic partner of the National Park Service dedicated to restoring and preserving the National Mall. | | Committees | | | • No Committee Roles | | | | The Board believes that Mr. Broussard’s wide range of executive leadership experience in publicly traded and private organizations within a variety of healthcare sectors, including oncology, pharmaceuticals, assisted living/senior housing, home care, physician practice management, surgical centers, and dental networks, as well as his in-depth knowledge of the Company’s operations, finances and strategy, brings valuable insight to the Board. |
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| Proposal One • 2024 Proxy Statement | Humana | 9 |
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| Raquel C. Bono, M.D. | Asian Female, Age 67 Director since 2020 | | Independent Director Other Public Boards: 1 | Raquel C. Bono, M.D., was initially elected to the Board in September 2020. Dr. Bono is a Principal at RCB Consulting having held this position since October 2019. Dr. Bono most recently served as Chief Health Officer at Viking Cruises from November 2020 until her retirement in December 2023. Prior to Viking Cruises, Dr. Bono, a board-certified trauma surgeon and retired Vice Admiral, U.S. Navy Medical Corps, previously served as the Chief Executive Officer and Director for the Defense Health Agency (DHA). In this capacity, Dr. Bono led a joint, integrated combat support agency that enables all branches of the U.S. military medical services to provide health care services to combatant commands in times of both peace and war. Dr. Bono integrated an unprecedented $50 billion worldwide health care enterprise for the Army, Navy, Air Force, and Marine Corps, composed of 50 hospitals and 300 clinics that provide care to 9.5 million military personnel, oversaw the Department of Defense deployment of the electronic health record, and facilitated the collaboration between the largest federated health systems of the Department of Defense and Department of Veterans Affairs (VA). An American College of Surgeons (ACS) Fellow since 1991, Dr. Bono served on the ACS Board of Governors and the Governors Health Policy and Advocacy Workgroup. She has been honored with the Defense Distinguished Service Medal, three Defense Superior Service Medals, four Legion of Merit Medals, two Meritorious Service Medals, and two Navy and Marine Corps Commendation medals. Dr. Bono currently serves on the Board of Directors of Alcon, Inc. | | Committees | | | • Audit • Clinical Quality | | | | The Board believes that Dr. Bono’s decorated military service and distinguished and successful career in trauma surgery and healthcare administration bring an important perspective to Humana’s Board and further contribute to its strategic composition. Dr. Bono’s extensive operational expertise and discipline in managing and advancing healthcare delivery systems will be vital as the Company continues to evolve its clinical and care delivery strategies. |
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| Frank A. D’Amelio | White Male, Age 66 Director since 2003 | | Independent Director Other Public Boards: 3 | Frank A. D’Amelio was initially elected to the Board in September 2003. Mr. D’Amelio was formerly Executive Vice President, Chief Financial Officer at Pfizer Inc. having held this position from January 2022 until May 2022. Mr. D’Amelio began his career at Pfizer in 2007 and since then has held various roles of increasing responsibility, including, SVP & Chief Financial Officer (September 2007-December 2010), Executive Vice President, Business Operations and Chief Financial Officer (January 2011-October 2018) and Chief Financial Officer and Executive Vice President, Global Supply (November 2018-December 2021). Prior to that, Mr. D’Amelio was Senior Executive Vice President of Integration and Chief Administrative Officer at Alcatel-Lucent from December 2006 to August 2007, and Chief Operating Officer of Lucent Technologies Inc. from February 2006 to November 2006. From May 2001 until January 2006, he was Executive Vice President, Administration and Chief Financial Officer of Lucent. Mr. D’Amelio also serves on the Board of Directors of Zoetis, Inc., Hewlett Packard Enterprises and Catalent, Inc. | | Committees | | | • Audit (Chair) | | | • Nominating, Governance & Sustainability | | | | The Board believes that Mr. D’Amelio’s skills, global experience and proven leadership in both financial and operational roles contribute greatly to the Board’s composition. As a senior executive at various global companies undergoing the kind of rapid and complex changes that the Company has undertaken in response to the rapidly changing markets and regulatory environment, Mr. D’Amelio has extensive knowledge of the capital markets as well as broad experience working with the investment community, regulatory bodies and rating agencies. |
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| 10 | Humana | 2024 Proxy Statement • Proposal One |
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| David T. Feinberg, M.D. | White Male, Age 61 Director since 2022 | | Independent Director Other Public Boards: 1 | David T. Feinberg, M.D., was initially elected to the Board in March 2022. Dr. Feinberg is Chairman of Oracle Health, where he is committed to making healthcare more accessible, affordable, and equitable. His work advances thought leadership and strategy related to unleashing the healing power of data through an open and connected healthcare ecosystem. Previously, Dr. Feinberg served as President and Chief Executive Officer and member of the Board of Directors of Cerner Corporation (Cerner), which is now Oracle Health. In that role Dr. Feinberg focused on delivering tools and technology to help caregivers optimize the health of their patients and communities. Dr. Feinberg joined Cerner from Google, where he held the position of Vice President of Google Health since 2019 and led Google’s worldwide health efforts, bringing together groups from across Google and Alphabet that used artificial intelligence, product expertise and hardware to tackle some of healthcare’s biggest challenges, and was responsible for organizing and innovating Google’s various healthcare initiatives. Prior to Google, he served as President and CEO of Geisinger Health where he led an operational turnaround, and pushed the use of new platforms and tools, including an IT system called a Unified Data Architecture that allowed the company to integrate big data into existing data analytics and management systems. During his Geisinger tenure, Dr. Feinberg also introduced programs and services to put a greater focus on precision medicine and better patient care. Prior to Geisinger, Dr. Feinberg worked at UCLA for more than 20 years and served in a number of leadership roles, including President, CEO and Associate Vice Chancellor of UCLA Health Sciences, Vice Chancellor and CEO for the UCLA Hospital System, and CEO of UCLA’s Ronald Reagan Medical Center. Dr. Feinberg earned his undergraduate degree at the University of California, Berkeley. He graduated with distinction from the University of Health Sciences/Chicago Medical School. He completed an internship in pediatrics at Loyola University Medical Center, and residency and fellowship training in psychiatry, addiction psychiatry, and child and adolescent psychiatry at the UCLA School of Medicine. He earned a Master of Business Administration from Pepperdine University. Dr. Feinberg is a member of the Alpha Omega Alpha Medical Honor Society, a Distinguished Fellow of American Psychiatric Association and received the Cancro Academic Leadership Award from the American Academy of Child & Adolescent Psychiatry. Dr. Feinberg also serves on the Board of Directors of Douglas Emmett Inc. | | Committees | | | • Clinical Quality (Chair) • Nominating, Governance & Sustainability | | | | The Board believes that Dr. Feinberg’s experience leading healthcare organizations focused on leveraging technology and digital innovation to improve clinical care, including public and private companies, brings valuable insights to the Board and further contribute to its strategic composition. Dr. Feinberg’s clinical background, patient-centric mindset, operating experience, and expertise in guiding systems transformations qualify him to offer key perspectives as the Company continues to advance the integration of its clinical systems and care models to improve the customer experience and reduce costs. |
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| Proposal One • 2024 Proxy Statement | Humana | 11 |
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| Wayne A. I. Frederick, M.D. | Black Male, Age 52 Director since 2020 | | Independent Director Other Public Boards: 3 | Wayne A. I. Frederick, M.D., was initially elected to the Board in February 2020. Dr. Frederick is the President Emeritus of Howard University, having previously served as the 17th President from July 2014 - September 2023, and is the distinguished Charles R. Drew Professor of Surgery at the Howard University College of Medicine. He is also a practicing cancer surgeon at Howard University Hospital. Prior to that Dr. Frederick served as Howard University’s Interim President (elected October 2013) after serving as Provost and Chief Academic Officer for more than a year. Following his post-doctoral research and surgical oncology fellowships at the University of Texas MD Anderson Cancer Center, Dr. Frederick began his academic career as Associate Director of the Cancer Center at the University of Connecticut. Upon his return to Howard University, his academic positions included Associate Dean in the College of Medicine, Division Chief in the Department of Surgery, Director of the Cancer Center and Deputy Provost for Health Sciences. He also earned a Master of Business Administration degree from Howard University’s School of Business in 2011. Dr. Frederick is a fellow of the American College of Surgeons (ACS) and belongs to numerous surgical and medical organizations, including, the ACS’ Academy of Master Surgeon Educators, the American Surgical Association and the National Academy of Medicine. Dr. Frederick also serves on the Board of Directors of Agostini Limited, Insulet Corporation, Workday, Inc. and Mutual of America Life Insurance Co. in addition to a few other privately held companies and charitable organizations. | | Committees | | | • Organization & Compensation (Chair) • Clinical Quality | | | | The Board believes that Dr. Frederick’s exemplary career as a leader in medical research, healthcare academics and business administration brings valuable insights to the Board to assist in the advancement of its strategic healthcare goals. Dr. Frederick’s extensive healthcare and disease management background will be instrumental to our company’s relationships with our members and our physician partners, as Humana continues to innovate in the area of health data analytics. |
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| John W. Garratt | White Male, Age 55 Director since 2020 | | Independent Director Other Public Boards: 2 | John W. Garratt was initially elected to the Board in February 2020. Mr. Garratt was formerly the President and Chief Financial Officer of Dollar General Corporation, having held this position from September 2022 to June 2023. Mr. Garratt joined Dollar General in October 2014 as Senior Vice President, Finance & Strategy and subsequently served as Interim Chief Financial Officer from July 2015 to December 2015 and most recently served as Executive Vice President and Chief Financial Officer from December 2015 to September 1, 2022. Prior to joining Dollar General, Mr. Garratt held various positions of increasing responsibility with Yum! Brands, Inc., one of the world’s largest restaurant companies, between May 2004 and October 2014, holding leadership positions in corporate strategy and financial planning. Mr. Garratt served as Vice President, Finance and Division Controller for the KFC division and earlier for the Pizza Hut division and for Yum Restaurants International between October 2013 and October 2014. Mr. Garratt also served as the Senior Director, Yum Corporate Strategy, from March 2010 to October 2013, reporting directly to the corporate Chief Financial Officer and leading corporate strategy as well as driving key cross-divisional initiatives. Mr. Garratt served in various other financial positions at Yum from May 2004 to March 2010. Prior to his career at Yum! Brands, Mr. Garratt served as Plant Controller for Alcoa Inc. between April 2002 and May 2004, and held various financial management positions at General Electric from March 1999 to April 2002. He began his career in May 1990 at Alcoa, where he served for approximately nine years. Mr. Garratt also serves on the Board of Directors of Papa John’s International, Inc. and Cracker Barrel Old Country Store, Inc. | | Committees | | | • Investment (Chair) • Audit | | | | The Board believes that Mr. Garratt’s substantial executive leadership at large public companies, combined with his extensive experience in key areas of finance, accounting, strategic planning and business analytics, supplement existing expertise essential to the Board‘s oversight function as Humana continues to evolve its population health and care delivery strategies. Mr. Garratt’s contributions to organizations across varied consumer-based industries further qualifies him to offer key perspectives as the Company enhances products and capabilities for our members. |
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| 12 | Humana | 2024 Proxy Statement • Proposal One |
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| Karen W. Katz | White Female, Age 67 Director since 2019 | | Independent Director Other Public Boards: 2 | Karen W. Katz was initially elected to the Board in September 2019. Ms. Katz was most recently interim CEO of Intermix, LLC from June 2022 to December 2022. Prior to Intermix, Ms. Katz served as the President and CEO of Neiman Marcus Group LTD LLC from 2010 to February 2018. Neiman Marcus Group is an international multibrand omni-channel retailer whose portfolio of brands includes Neiman Marcus, Bergdorf Goodman and MyTheresa. Having joined Neiman Marcus in 1985, Ms. Katz served in key executive and leadership roles in the company’s merchant, stores and eCommerce organizations as Executive Vice President—Stores, a member of the Office of the Chairman of Neiman Marcus Group, and President, Neiman Marcus Online, and President and CEO, Neiman Marcus Stores. Ms. Katz currently serves on the Board of Directors of Under Armour, Inc. and The RealReal, Inc. | | Committees | | | • Nominating, Governance & Sustainability (Chair) • Organization & Compensation | | | | The Board believes that Ms. Katz is an extremely accomplished executive with deep experience and a demonstrated commitment to understanding, and meeting, the needs of customers by maintaining a personalized experience enabled by digital transformation. She brings a holistic approach to customer service, including acumen for employing technology to advance service delivery, combined with demonstrated success in growing business through forward thinking leadership, providing valuable perspective and expertise to the Board. |
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| Marcy S. Klevorn | White Female, Age 64 Director since 2021 | | Independent Director Other Public Boards: 2 | Marcy S. Klevorn was initially elected to the Board in February 2021. Ms. Klevorn was formerly the Chief Transformation Officer of Ford Motor Company from May 2019 until her retirement in October 2019. In this role, she accelerated the company’s transformation by helping to refine its corporate governance systems, facilitate faster adoption of agile teams across the business and ensure process improvements across the enterprise. She also facilitated strategic partnerships with key technology partners and supported the company’s diversity efforts. Having joined Ford Motor Company in 1983, Ms. Klevorn served in key executive and leadership roles within the company’s information technology organization including Director of the Office of the Chief Information Officer and Group Vice President of Information Technology. Ms. Klevorn also served as Executive Vice President and President of Ford Smart Mobility LLC, a division of Ford Motor Company, where she oversaw certain acquisitions and other investments and helped to accelerate the company’s plans to design, build, grow and invest in emerging mobility services and global data insight and analytics. Ms. Klevorn currently serves on the Board of Directors of Northern Trust Corporation and Cerence Inc. in addition to a few privately held companies. | | Committees | | | • Technology (Chair) • Audit | | | | The Board believes that Ms. Klevorn’s extensive executive experience and leadership in digital innovation and systems transformation brings valuable insights to the Board as the Company continues to enhance its technology-driven platforms for members and providers. Ms. Klevorn’s deep understanding of information technology, cyber security, and systems management and infrastructure, combined with her proven ability to connect systems to strategy execution qualify her to provide key insights in the Company’s consumer-focused approach to care. |
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| Proposal One • 2024 Proxy Statement | Humana | 13 |
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| Jorge S. Mesquita | White Male, Age 62 Director since 2021 | | Independent Director Other Public Boards: 1 | Jorge S. Mesquita was initially elected to the Board in February 2021. Mr. Mesquita was formerly Chief Executive Officer of BlueTriton Brands from July 2021 until March 2022. In this role Mr. Mesquita led the company’s initiatives to expand market leadership, advance commitment to sustainability and environmental stewardship and to realize the potential of the company’s portfolio of water brands. Prior to joining BlueTriton Brands, Mr. Mesquita was formerly the Executive Vice President, Worldwide Chairman, Consumer of Johnson & Johnson (J&J) from December 2014 until February 2019, where he was responsible for increasing the competitiveness of J&J’s consumer business through a comprehensive transformational strategy. In this role, Mr. Mesquita served on J&J’s Executive Committee and led the Consumer Group Operating Committee. Prior to that, Mr. Mesquita spent 29 years with The Procter & Gamble Company (P&G), where he held various roles leading P&G consumer product business units. During his tenure at P&G, Mr. Mesquita served as Group President – New Business Creation and Innovation from March 2012 until June 2013, Group President – Special Assignment from January 2012 until March 2012, Group President, Global Fabric Care from 2007 to 2011 and President, Global Home Care from 2001 to 2007, also serving as President of Commercial Products and President of P&G Professional from 2006 to 2007. Mr. Mesquita currently serves on the Board of Directors of Mondelez International, Inc. | | Committees | | | • Investment • Technology | | | | The Board believes that Mr. Mesquita’s proven experience in leading business units for significant global, consumer-oriented companies provides a valuable perspective to Humana’s Board and further contribute to its strategic composition. Mr. Mesquita’s forward-thinking, transformational mindset and strong track record of building and marketing global brands, developing consumer insight-driven innovation capabilities, and driving strong, profitable growth will be essential as the Company continues to create seamless consumer experiences and help its members achieve their best health. |
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| Brad D. Smith | White Male, Age 59 Director since 2022 | | Independent Director Other Public Boards: 1 | Brad D. Smith was initially elected to the Board in September 2022. Mr. Smith is the President of Marshall University, having held this position since January 2022. Prior to joining Marshall, Mr. Smith was Executive Chairman of the Board of Intuit Inc. from January 2019 until January 2022 and Chairman from January 2016 until January 2019, following 11 years as Intuit’s President and CEO from January 2008 until December 2018. Mr. Smith began his career at Intuit in February 2003, and prior to his time as President and CEO, he served in various leadership positions within the company. Prior to joining Intuit, Mr. Smith held several executive positions with ADP, where he served from 1996 to 2003. Mr. Smith holds a Bachelor of Business Administration degree from Marshall University and a Master’s degree in Management from Aquinas College. Mr. Smith currently serves on the Board of Directors of Amazon.com, Inc. | | Committees | | | • Organization & Compensation • Technology | | | | The Board believes that Mr. Smith’s executive leadership experience and business acumen in driving transformation through data-driven decision making, rapid experimentation, and customer focus bring valuable perspectives to the Board. Mr. Smith’s deep operating experience and ability to innovate across all organizational layers, while also being mission driven and health equity oriented, will be vital as the Company continues to grow its core Medicare Advantage business, drive operational efficiencies, and mature and further integrate its healthcare services offerings. |
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| 14 | Humana | 2024 Proxy Statement • Proposal One |
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Corporate Governance Humana is committed to having sound corporate governance principles and operates within a comprehensive plan of governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct, and ensuring compliance with such responsibilities and standards. Sound corporate governance is essential to running our business effectively and to maintaining our reputation of integrity in the marketplace. In addition, our Board of Directors has adopted Corporate Governance Guidelines, which we refer to as the Guidelines, intended to comply with the requirements of Section 303A.09 of the NYSE Listed Company Manual. The Guidelines may be viewed on our website at www.humana.com. From the www.humana.com website, click on “More Humana,” then click on “For Investors,” then click on “Corporate Governance” subcategory and then click on the link entitled “Corporate Governance Guidelines.” Role of the Board and Board Leadership Role of the Board The business of the Company is managed under the direction of the Board, whose members are elected annually by the Company’s stockholders. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be in the best interests of Humana and its stockholders, while engaging in active and independent oversight of the management of the Company’s business affairs and assets. In order to fulfill its responsibilities to the Company’s stockholders, the Board, both directly and through its committees, regularly engages with management to both evaluate the Company’s current operations and encourage the innovations and strategic imperatives that will drive our success in the future. The Board monitors management performance through reviews of the most critical issues facing the Company, including approval of the Company’s strategy and mission, execution of the Company’s financial and operational goals, oversight of risk management, succession planning, and determination of executive compensation. The Board plans for the future by ensuring management focuses on innovation in our strategy to meet the speed of change in our industry and monitoring the Company’s human capital management functions, working closely with the management team to ensure the Company has the correct levels of talent in place – within each business segment – for continued success in present and future states of the Company. Board Oversight of Risk While management is responsible for designing and implementing the Company’s risk management process, controls and oversight, the Board, both as a whole and through its committees, has overall responsibility for oversight of the Company’s risk management. The full Board regularly reviews risks that may be material to the Company, including those detailed in the Audit Committee’s reports and as disclosed in the Company’s quarterly and annual reports filed with the SEC. While the Board has established committees designated for various oversight functions, it is common practice for committees to collaborate on overlapping issues.
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| Board of Directors Oversees Management of Major Risks |
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| • Regulatory & Public Policy • Legal | • Succession Planning • Strategic Execution | • Brand Reputation • Investment Objectives | • Cybersecurity • Data Governance | • Financial • Clinical Quality |
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| Committees of the Board of Directors |
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| Audit • Financial Statement integrity and reporting • Legal, regulatory and compliance • Internal controls • Cybersecurity risk oversight | Organization & Compensation • Executive and non-executive compensation policies and practices • Succession planning • Human capital management | Nominating, Governance & Sustainability | Technology • Information security, technology, privacy & data protection • Company IT strategy and consumer facing technology | Investment • Investment objectives and policies • Investment results and performance evaluation | Clinical Quality • Clinical management • Healthcare quality | | | | • Governance structure and processes • Legal and policy matters • Stockholder concerns • Board refreshment • ESG oversight | | | |
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| Management |
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| Business units identify and manage business risks; Central functions design risk framework (setting boundaries and monitoring risk appetite); and Internal Audit provides independent assurance on design and effectiveness of internal controls and governance processes. |
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| Corporate Governance • 2024 Proxy Statement | Humana | 15 |
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The Company’s Enterprise Risk Management (ERM) governance structure consists of oversight from the Board and the Audit Committee (in collaboration with material risks overseen by other committees), and implementation through the Company’s management team utilizing a three lines of defense model to delegate responsibility for critical risk management processes across the business functions and operational areas, as well as risk management, compliance, and internal audit teams. Humana’s first line of defense consists of business areas and operational teams across the Company, and is responsible for identifying, assessing, mitigating, monitoring, and managing risk within their respective areas. The Company’s Enterprise Risk Management and Regulatory Compliance departments represent the Company’s second line of defense. These teams are led by Humana’s Chief Legal Officer (CLO), to whom the Chief Risk Officer (CRO) and Chief Compliance Officer (CCO) each report and lead the Enterprise Risk Management and Regulatory Compliance functions, respectively. Humana’s Internal Audit Consulting Group (IACG) represents the third line of defense, which provides independent and objective assurance to senior management and the Board regarding first and second line risk management functions, internal control systems, and governance processes. The Board and each Committee receive updates no less than quarterly, with the CRO, CCO, and IACG updating the Audit Committee on the assessment, monitoring and mitigation of financial and non-financial risks material to the Company in the short, intermediate, and long-term, the effectiveness of the Company’s control environment in preparing for, stress testing, and managing these risks within the Company’s risk appetite statement, the functioning of the Company’s internal controls and procedures, and the identification and analysis of key emerging risks. The goal of the Company’s ERM governance is to achieve robust and thoughtful board-level attention to the Company’s risk management process and system, the nature of the material risks faced by the Company, and the adequacy of the Company’s risk management process and system designed to prepare for, test and monitor, respond to and mitigate these risks, each in a manner that closely aligns to the Company’s risk appetite, disclosure controls and procedures. Board Leadership Leadership of the Board is essential to facilitate the Board acting effectively as a working group to the benefit of the Company and its performance. As Chairman of the Board, Kurt J. Hilzinger assumes key duties to ensure effectiveness and collaboration in all aspects of the Board’s design, operations, and risk oversight function.
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| Duties of Our Chairman | | | Serves as Chair of regular sessions of the Board and manages the overall Board process, including meeting design topics and agendas. Leads the Board in anticipating and responding to crises, including the ability to call special meetings for the consideration of risk oversight and other matters. Oversees and monitors Board engagement, participation, and continued education to ensure our directors are in-tune with issues of our dynamic industry and the evolving landscape. Partners with and supports the Nominating, Governance & Sustainability Committee with the director selection process, as well as director on-boarding and orientation programs. Models culture, philosophy, inclusivity, and values expected of all directors. Conducts individual meetings with other directors, including the CEO, and management team to encourage open communication, collaboration, and differences in perspective. | Evaluates overall Board effectiveness, with emphasis on identifying areas of enhancement, development and/or furtherance and communicating these observances to the Board for discussion. Represents the Board on occasions where it is important for the Board to respond on matters independently from the Company’s management team. Provides guidance and direction to the CEO and management team. Engages with stockholders, through verbal or written communications, and presides over the Company’s Annual Meeting of Stockholders. Also recommends to the Board an agenda to be followed at the Annual Meeting. Works with the Organization & Compensation Committee to develop the process for CEO compensation evaluations. |
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Our Board maintains the flexibility to choose the leadership structure that is in the best interests of our stockholders. When making this determination, the Board considers the recommendation of the Nominating, Governance & Sustainability Committee, the current circumstances and strategic priorities at the Company, and the skills and experiences of the individuals involved, among other considerations.
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| 16 | Humana | 2024 Proxy Statement • Corporate Governance |
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At this time, given the composition of the Company’s Board, the effective interaction between Mr. Hilzinger, as Chairman, and Mr. Broussard, as Chief Executive Officer, Mr. Hilzinger’s status as an independent director and previous service as our Lead Director, and the current challenges faced by the Company, the Board believes that separating the chief executive officer and board chairman positions provides the Company with the right foundation to pursue the Company’s strategic and operational objectives, while maintaining effective independent oversight and objective evaluation of the performance of the Company. During a period in which the chairman and chief executive officer positions are combined, a Lead Director is appointed from our independent directors. The Lead Director sets agendas for and convenes meetings and executive sessions of the independent directors, approves Board meeting agendas, and otherwise represents the Board on occasions where it is important for the Board to respond independently from the Company’s management team. Our stockholders would be notified of a combination of the chairman and chief executive officer role promptly upon the Board’s decision to do so. Board Engagement and Undertakings The Board holds itself to a high standard of engagement, with a hands-on approach that leads to critical insights regarding our customers, operations and business and enhances their level of governance and oversight. An essential component to the Board’s engagement is communicating with the Company’s internal and external stakeholders. To accomplish this, meetings of the Board may be held in key Company markets where, together with management, the Board will personally meet with associates, customers, providers and other stakeholders to gain direct feedback into the Company’s operations, experiences and overall effectiveness. The Board also holds virtual meetings to both increase the efficiency of the Board’s time and expand its reach of engagement with Company personnel and other stakeholders. Certain other engagement practices of our Board are described below.
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| • | Follows an annual topical calendar used to balance strategic, operational, compliance, and cultural matters, among others, and receives detailed reports on those topics, in addition to ad hoc subjects, throughout the year. |
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| • | Utilizes clear and proactive Board meeting agendas to achieve high productivity at each meeting. |
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| • | Holds executive sessions during every meeting, with the CEO present and then with only the independent directors. Relevant feedback is then reported to the CEO and the management team, creating a feedback loop from the Board to the management team. |
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| • | Maintains regular communication with the CEO and management team, apart from formal Board meetings, to ensure consistent and continuous progress toward established goals. |
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| • | Employs Board technology tools to review Board materials and to remain informed of ongoing Company endeavors, to efficiently communicate with the management team and to take formal action when necessary. |
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| • | Performs in-depth organizational structure reviews, through the Organization & Compensation Committee, of line and functional teams within the Company to assess leadership bench strength, culture, succession planning, diversity and related matters, and engages regularly with rising leaders within the Company. The Organization & Compensation Committee also regularly reviews associate engagement scores, and for 2023, 85% of associates were highly engaged, representing the 79.4th percentile. Refer to the section titled “Our Culture, Engagement and Approach to Work” in this proxy statement for a discussion of these results. |
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| • | Receives continued education from external consultants on a wide range of industry topics to keep them apprised of the latest trends and anticipated future trajectories. In addition to our director’s individual pursuits, Board education opportunities during 2023, included, (i) a formal education session with external consultants; (ii) guest speaker attendance during select meetings; and (iii) briefings on regulatory developments. |
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| • | Participates in the Company’s robust stockholder engagement program. |
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| 2023 Board and Committee Meetings 32 Videoconference / Teleconference 17 In-person 1 Annual Stockholder | 2023 Director Attendance 100% of our director nominees met NYSE attendance requirements |
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| Corporate Governance • 2024 Proxy Statement | Humana | 17 |
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Board Evaluation Practices The Board is committed to a rigorous self-evaluation process. Through evaluation, directors annually review the performance of the Board and each committee, as well as their own individual contributions, including areas where the Board feels it functions effectively, and most importantly, areas where the Board can improve. The Nominating, Governance & Sustainability Committee, with participation from our Chairman and Chief Executive Officer, initiates the annual Board evaluation process. We believe that having a review process for each group helps to (i) ensure an adequate representation of requisite skills; (ii) encourage high levels of engagement from directors; and (iii) strengthen the overall effectiveness of our Board. Results of the evaluations are shared with the Chairman of the Board and the Chairman of the Nominating, Governance & Sustainability Committee and then later discussed with the entire Board in an aggregated manner, with agreed upon actions and improvements then implemented and monitored for effectiveness.
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| Board Evaluation | | The Board evaluation typically consists of a written questionnaire containing qualitative scaled and open-ended questions related to the effectiveness of the Board during the prior year. The questionnaire hones in on specific areas of responsibility and critical attributes of the Board in order to solicit candid feedback from each director. The questionnaire also seeks practical input as to what the Board is doing well, areas in which the Board could improve and any undertakings that the Board should commence or terminate. Every third year, this written evaluation process is supplemented by oral interviews and an analysis of Board and committee effectiveness conducted by an independent consultant. | | Director Self-Evaluation | | The director self-evaluation requires each director to honestly reflect upon and carefully consider his or her performance based on key characteristics that are expected of all board members. The self-evaluation also allows directors to provide additional or updated information regarding their skills and qualifications which in turn helps the Nominating, Governance & Sustainability Committee make future assessments and determinations regarding Board composition. The Company encourages directors to participate in continuing education programs focused on the Company’s business and industry, their committee roles and responsibilities, as well as legal and ethical matters. Annually, the Board will meet for purpose of furthering their education through external guest speakers to gain insights into key issues facing the industry and the Company, to supplement management’s views and perspectives. | | Committee Evaluation | | Each of our Board committees engages in an annual performance evaluation and a general charter adequacy review. Each committee is responsible for determining the manner of evaluation and for carrying out the evaluation. Generally, the committee evaluations coincide with the annual Board evaluation and similarly, consist of a written questionnaire containing qualitative scaled and open-ended questions related to the effectiveness of the committee during the prior year. Further, the Board evaluation questionnaire includes a section specifically concerning Board committee structure which is an opportunity for board members to provide feedback regardless of their individual committee membership. |
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Director Independence To qualify as independent under the Guidelines and the rules of the NYSE, the Board of Directors must affirmatively determine that a director has no material relationship with the Company, other than as a director (i.e., a relationship which could interfere with the director’s exercise of independent judgment). In addition, any relationships between the Company or any of its affiliates and any director or entity related to a director must be below the thresholds for independence prescribed by the NYSE. Pursuant to the Guidelines, the Board undertakes an annual review of director independence. During this review, the Board considers transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates, including transactions or relationships that are reported under “Certain Transactions with Management and Others” in this proxy statement. As provided in the Guidelines, the purpose of this review is to determine whether any such transactions or relationships are inconsistent with a determination that a director is independent. In the course of this review for the current year, the Board specifically analyzed and discussed several matters:
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| (1) a relationship between the Company and Oracle Health, for which David T. Feinberg, M.D., one of our current directors, serves as an executive officer; |
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| (2) a relationship between the Company and Howard University and the Howard University Healthcare system, or Howard, for which Wayne A. I. Frederick, M.D., one of our current directors, served as an executive officer during 2023; |
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| 18 | Humana | 2024 Proxy Statement • Corporate Governance |
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| (3) a relationship between the Company and Chrysalis Ventures, LLC, or Chrysalis, for which David A. Jones, Jr., one of our former directors, serves as Chairman and Managing Partner and in which Mr. Jones has a financial interest; |
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| (4) a relationship between the Company and Warren Barr Lieberman, at which an immediate family member of William J. McDonald, one of our directors who is not standing for re-election at our Annual Meeting, is an employee; and |
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| (5) financing arrangements between the Company and companies that are affiliated with certain of our directors. |
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Oracle Health. Oracle Health has a license subscription contract with our subsidiary, Humana Digital Health and Analytics Platform Services, Inc., or HDH&A. In 2023, Oracle Health paid HDH&A approximately $5.7 million in associated licensing, professional service and maintenance fees, which is comparable to other non-affiliated customers for the provision of similar services. The relationship described herein is not material to the Company and does not represent a direct or indirect material interest for Dr. Feinberg. Howard. The relationship between the Company and Howard includes arrangements between the Howard University healthcare system in which the Company paid approximately $100,000 in medical claims during 2023. The relationship described herein did not represent a direct or indirect material interest for Dr. Frederick. Chrysalis. In 2023, we contracted for services to be provided by certain companies in Chrysalis’ investment portfolio. In each case, the amounts paid under these arrangements were comparable to those for other non-affiliated vendors, were not material to the Company, and did not represent a direct or indirect material interest for Mr. Jones. Warren Barr Lieberman. The relationship between the Company and Warren Barr Lieberman includes a provider arrangement in which the Company paid approximately $191,250 in medical claims during 2023. The relationship described herein did not represent a direct or indirect material interest for Mr. McDonald. 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. Broussard, as a current employee of the Company) is independent.
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| Corporate Governance • 2024 Proxy Statement | Humana | 19 |
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Committee Membership and Meetings The Board of Directors has the following standing committees: Audit; Organization & Compensation; Nominating, Governance & Sustainability; Technology; Investment and Clinical Quality. Only directors meeting the applicable SEC and NYSE director independence standards and Internal Revenue Code “outside director” criteria may serve on the Audit Committee, the Organization & Compensation Committee, and the Nominating, Governance & Sustainability Committee. Each standing Board committee operates pursuant to a charter, which may be viewed on our website at www.humana.com. From the www.humana.com website, click on “More Humana,” then click on “For Investors,” then click on “Corporate Governance,” then click on the “Committee Charters” subcategory. The number of Board committee meetings (virtual and in-person) held in 2023 and membership as of March 1, 2024, were as follows:
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| Director | Audit | Organization & Compensation | Nominating, Governance & Sustainability | Technology | Investment | Clinical Quality | | Kurt J. Hilzinger | | | | | | | | Bruce D. Broussard | | | | | | | | Raquel C. Bono, M.D. | | | | | | | | Frank A. D’Amelio | | | | | | | | David T. Feinberg, M.D. | | | | | | | | Wayne A. I. Frederick, M.D. | | | | | | | | John W. Garratt | | | | | | | | Karen W. Katz | | | | | | | | Marcy S. Klevorn | | | | | | | | William J. McDonald | | | | | | | | Jorge S. Mesquita | | | | | | | | Brad D. Smith | | | | | | | | Number of Meetings in 2023 | 9 | 8 | 3 | 5 | 4 | 4 |
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= Chair = Member Audit Committee Committee Responsibilities Pursuant to its charter, the Audit Committee:
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| • | assists the Board of Directors with the oversight of the integrity of our financial statements and disclosures and internal controls, our compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence and the performance of our internal audit function and the independent registered public accounting firm; |
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| • | bears responsibility for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm engaged to prepare the audit report or perform other audit, review or attest services; |
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| • | reviews with the independent registered public accounting firm, our internal audit department, and our financial and accounting personnel, the effectiveness of our accounting and financial controls and, where appropriate, makes recommendations for the improvement of these internal control procedures; |
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| • | reviews the scope, funding and results of our internal audit function, including the independence and authority of our reporting obligations, the proposed audit plans for the year, and the coordination of these plans with the independent registered public accounting firm; |
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| • | reviews the scope, funding and results of our Enterprise Risk Management program and compliance program, including receiving, at least quarterly, an update from our Chief Risk Office and internal compliance department regarding any significant matters regarding our risk management and compliance with regulatory requirements and contracts with government entities, respectively; |
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| • | collaborates with the Technology Committee to regularly receive updates on risks, and risk mitigation measures, related to Company’s information technology, internal controls, information security, cyber security, business continuity and disaster recovery programs; |
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| 20 | Humana | 2024 Proxy Statement • Corporate Governance |
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| • | reviews the financial statements and other information contained in our Annual Report and other reports to stockholders with management and the independent registered public accounting firm to determine that the independent registered public accounting firm is satisfied with the disclosure and content of the financial statements to be presented to the stockholders and reviews any changes in accounting principles; |
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| • | confers independently with our internal auditors, Chief Risk Officer, internal compliance department, key members of management, and the independent registered public accounting firm; |
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| • | determines and approves the appropriateness of the fees for audit and permissible non-audit services performed by the independent registered public accounting firm; |
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| • | discusses with management our compliance with applicable legal requirements and with our internal policies regarding related party transactions and conflicts of interest; |
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| • | discusses our policies with respect to risk assessment and risk management; |
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| • | maintains free and open means of communication between the members of our Board of Directors, the independent registered public accounting firm, our internal audit department, our Chief Risk Officer, our internal compliance department, and our financial management; and |
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| • | annually evaluates its performance. |
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Corporate Governance Determinations The Board of Directors has determined that each of the members of the Audit Committee at February 15, 2024 is independent according to SEC and NYSE requirements, and each is financially literate, as defined in the NYSE listing standards. The Board of Directors has determined further that Messrs. D’Amelio and Garratt and Dr. Bono each meet the definition of “audit committee financial expert.” PricewaterhouseCoopers LLP, our independent registered public accounting firm, reports directly to the Audit Committee. No member of the Board’s Audit Committee serves on the audit committees of more than three publicly traded companies. The Report of the Audit Committee for the year ended December 31, 2023, is set forth in this proxy statement under the caption “Audit Committee Report.” Organization & Compensation Committee Committee Responsibilities Pursuant to its charter, the Organization & Compensation Committee:
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| • | reviews and approves our goals and objectives relevant to the compensation of our CEO, evaluates the CEO’s performance in light of those goals and objectives, and, either as a Committee or together with the other independent directors, determines and approves the CEO’s compensation level based on this evaluation; |
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| • | reviews and approves all elements of compensation paid to our current or prospective executive officers, including without limitation, base compensation, incentive-compensation plans and equity-based plans, employment, change in control or severance programs and agreements, and any special compensation or benefits, including supplemental retirement benefits and any perquisites; |
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| • | Any Shares owned by a non-employee director (or Shares received upon the exercise of options or vesting of restricted stock or restricted stock units, less an amount to cover the exercise price and/or current tax liabilities) must be held by the director until the minimum equity ownership level is reached and thereafter maintained. |
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| • | Once the minimum equity ownership level has been achieved, any Shares received upon the vesting of restricted stock or restricted stock units, less an amount to cover current tax liabilities, must be held by the director until one year following the vesting date. |
Supplier Diversity
Supplier Diversity Diversity, Equity, and Inclusion is integral to how we practice, deliver and sustain human care to the communities we proudly serve, which is why we incorporate ESG principles into our procurement strategy—ensuring a fair and equitable approach to procurement. We understand that partnering with diverse suppliers and small businesses, and engaging with them to support common ESG goals, can lead to future sustainability and a reduction in environmental costs. We also understand that inclusive procurement practices deliver broad societal benefits by creating economic opportunities for traditionally underserved or underrepresented groups. That’s why we’ve made it a priority and strive to attract qualified, certified suppliers who reflect our members, patients, associates and the communities we serve. Leveraging these suppliers now and in the future is a win-win for everyone. Our Supplier Diversity Program promotes an inclusive approach to procurement that ensures we invest our dollars with a balance of partnerships with historically underutilized businesses. We also support the growth of small and diverse-owned businesses by being a resource partner for them, through initiatives like our Supplier Diversity Mentor-Protégé program. The program has a 12-month term with half-day, onsite seminars that feature leadership from across our organization exploring topics impacting business growth and operations of small and diverse businesses. The program is designed to identify and overcome barriers that typically inhibit or restrict the success of small and diverse businesses and better position them for growth, sustainability and inclusion. We also survey suppliers annually through a sustainability scorecard that addresses sustainability, diversity practices and supplier performance. The scorecard is distributed to our Prime Suppliers (top spend suppliers) and we typically receive a 25-30% overall spend response rate. We also hold our suppliers accountable for complying with our Company’s Standard of Excellence and Ethics Every Day policy – to the same degree as our associates.
Digital Adoption
| Annual Retainer (1)(4) | $120,000 | | Non-Employee Chairman of the Board Additional Annual Retainer | $240,000 | | Committee Chairman fee per year: 1. Audit Committee Chair 2. Organization & Compensation Committee Chair 3. All other Committee Chairs | $25,000 $20,000 $15,000 | | Executive Committee Member fee per year | $12,000 | | Common Stock per year (1st Business Day of January)(2)(5) | $190,000 in common stock (variable # of shares) | | Charitable Contributions Annual Match | up to $40,000 | | Group Life and Accidental Death Insurance — (except Chairman)(6) | $150,000 of coverage | | Group Life and Accidental Death Insurance — Chairman(6) | $400,000 of coverage | | Business Travel Accident Insurance | $250,000 of coverage | | Restricted Stock Units Granted Initial Date of Election(3) | Restricted Stock Unit grant equal to the dollar value of the then current annual stock grant for directors |
Digital Adoption
| (2) The annual common stock retainer is paid in the form of restricted stock units, vests at the end of the year of service related to the retainer and will be pro-rated for any service of less than the full year in respect of which the award is granted. |
Digital Adoption
| (3) The initial award of restricted stock units is forfeited if the director serves less than one year on the Company’s Board of Directors. This initial award is in lieu of the annual common stock retainer for the year in which the director was first elected to the Board, but the director would receive the annual common stock retainer commencing in January of the year following election. |
Digital Adoption
| (5) Pursuant to the Company’s 2019 Amended and Restated Stock Incentive Plan, in no event shall any non-employee director of the Company be granted Awards that would result in total compensation for such director in connection with their service on the Company’s Board of Directors in excess of (a) with respect to a non-employee director, $1,000,000, and (b) with respect to a non-employee Chairman of the Board, $1,500,000, in each case, in any calendar year. |
Digital Adoption
| Director Compensation • 2024 Proxy Statement | Humana | 41 |
Digital Adoption
| Name(1)(2) (a) | Fees Earned or Paid in Cash ($)(3) (b) | Stock Awards ($)(3)(4)(5) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(7) (f) | All Other Compensation ($)(8) (g) | Total ($) (h) | | Raquel C. Bono, M.D. | 124,000 | 190,129 | — | — | — | 30,900 | 345,029 | | Frank A. D’Amelio | 145,000 | 190,129 | — | — | — | 28,421 | 363,550 | | David T. Feinberg, M.D. | 130,000 | 190,129 | — | — | — | 1,388 | 321,517 | | Wayne A. I. Frederick, M.D. | 133,300 | 190,129 | — | — | — | 41,445 | 364,874 | | John W. Garratt | 135,000 | 190,129 | — | — | — | 904 | 326,033 | | Kurt J. Hilzinger | 368,000 | 190,129 | — | — | — | 43,171 | 601,300 | | David A. Jones, Jr. | 49,000 | 63,543 | — | — | 224,175 | 45,379 | 382,097 | | Karen W. Katz | 130,000 | 190,129 | — | — | — | 26,425 | 346,554 | | Marcy S. Klevorn | 135,000 | 190,129 | — | — | — | 26,811 | 351,940 | | William J. McDonald | 120,000 | 190,129 | — | — | — | 46,030 | 356,159 | | Jorge S. Mesquita | 120,000 | 190,129 | — | — | — | 41,456 | 351,585 | | James J. O’Brien | 46,700 | 63,543 | — | — | — | 41,221 | 151,464 | | Brad D. Smith | 120,000 | 190,129 | — | — | — | 941 | 311,070 |
Digital Adoption
| (5) Vested restricted stock units with a payout deferral election made by the director accrue quarterly dividend equivalent rights that are reinvested into the director’s account as additional restricted stock units and will be included in the final restricted stock unit payment when the Shares are issued in accordance with the director’s payout election. This column does not include dividend equivalent units that have accrued through December 31, 2023 nor includes dividend equivalent rights paid on any such deferred Shares. |
Digital Adoption
| (6) Pursuant to equity award agreements, unvested restricted stock units will be prorated upon vesting for any portion of the year that the director did not serve. Messrs. Jones and O’Brien each received a prorated number of restricted stock units upon vesting. The value represented above in column (c) is the prorated value of the number of Shares that vested on December 31, 2023, using the grant date fair market value of $500.34. |
Digital Adoption
| 42 | Humana | 2024 Proxy Statement • Director Compensation |
Digital Adoption
| (8) We pay for or reimburse our directors’ travel, lodging and other reasonable out-of-pocket expenses in connection with attendance at board, committee and stockholder meetings. From time to time, we may transport one or more directors and members of their immediate family to and from such meetings or other Company business on Company aircraft. Directors may elect to participate in the medical and dental benefit programs offered to all of our associates at a rate comparable to the rate paid by associates. In 2023, Ms. Katz and Messrs. Garratt and McDonald elected to participate. Under the terms of our director compensation policy, each non-employee director who participates in medical and dental plans provided by the Company will, for two years following the date of completion of a change in control, be eligible to participate in medical and dental plans on substantially the same terms as immediately prior to the change in control, including the requirement to pay premiums at the same rates as our associates. We also reimburse directors for other reasonable expenses related to board service, such as director education, which amounts are not included in the table above. In addition, we pay certain local occupational taxes and life and accidental death insurance premiums per outside director, in each case as disclosed below, and provide a matching charitable gift program. The “All Other Compensation” amount above includes the following amounts earned in connection with service on our Board of Directors: |
Digital Adoption
| Director Compensation • 2024 Proxy Statement | Humana | 43 |
Digital Adoption
| (b) Includes unvested restricted stock unit awards of our directors and executive officers which are scheduled to vest within 60 days after January 15, 2024, as follows (performance-based restricted stock units are shown at the maximum level): |
Digital Adoption
| (e) Does not include the January 2, 2024 annual stock retainer of 430 restricted stock units granted to each of our directors (other than Mr. Broussard) pursuant to our 2023 director compensation program, which restricted stock units are expected to vest in full on December 31, 2024. The restricted stock units represent approximately $200,000 and were determined using the grant date fair market value of our common stock $464.85. |
Digital Adoption
| | Executive Summary | 48 | | | 2023 Business and Financial Performance Resuls | 48 | | | Compensation Program Highlights | 49 | | | Compensation Framework | 50 | | | Compensation Program Design Principles | 50 | | | Key Compensation Program Governance Components | 50 | | | Overview of Compensation Elements | 51 | | | Inputs Into Compensation Decisions | 51 | | | Independent Compensation Consultant | 52 | | | Stockholder Engagement and Say-on-Pay | 52 | | | Peer Group | 55 | | | Plan Design and Award Decisions | 56 | | | Base Salary | 56 | | | Short-Term Incentives | 56 | | | Associate Incentive Plan | 56 | | | AIP Strategic Measures | 59 | | | 2023 AIP Performance Results | 60 | | | Long-Term Incentives | 60 | | | Design of Long-Term Incentives Granted in 2023 | 61 | | | Results of Our Performance-Based Restricted Stock Units Granted in 2021 | 62 | | | Design Framework | 62 | | | Alignment of Strategic Measures | 63 | | | Performance Achievement Results | 63 | | | Other Benefits and Perquisites | 64 | | | Compensation Risk Management, Policies and Practices | 65 | | | Clawback Policy | 65 | | | Hedging and Pledging Policy | 65 | | | Stock Ownership Guidelines | 65 | | | Insider Trading Policy | 65 |
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| PROGRAM SUMMARY | | | ✓ | Incentive Plans. Our executive compensation program includes both short-term incentive (STI) and long-term incentive (LTI) plans. These plans are designed with the goal of balancing short-term decisions with creating long-term stockholder value; we aim to drive focus on achieving key short-term enablers that will lead to successful outcomes on long-term strategic initiatives. | | ✓ | Equity Awards. We offer our executive officers a combination of incentive stock options (ISO), non-qualified stock options (NQ) and restricted stock units (RSU) that are both time-based and performance-based (PSU), to align their interests with the creation of long-term stockholder value. | | ✓ | Vesting Periods. We offer time-based equity awards that vest annually in one-third increments over a three-year period, and performance-based equity awards that vest on the third anniversary of the grant date based on the achieved performance results against preset performance targets. | | ✓ | Performance Measures. For our executive officers, at least 50% of their LTI awards are performance-based. Performance is measured against the Company’s three-year aggregated return on invested capital (ROIC), and strategic performance measures, with a total shareholder return modifier (rTSR) that measures our performance relative to a PSU Comparator Group over the same period. | | ✓ | Stock Ownership Guidelines. We require our CEO, executive officers and senior vice presidents to maintain minimum stock ownership levels (7x, 3x and 1x of base salary, respectively). These requirements illustrate our belief in aligning the interests of our executives with the interests of our stockholders. | | ✓ | Market-based Compensation. We perform regular market compensation analysis to maintain competitiveness of our executive compensation program. | | ✓ | Peer Group. We leverage a robust peer group comprised of companies in the managed care industry, health care services and facilities industry, and financial and other insurance-related industries to benchmark and assess our compensation programs and practices. | | ✓ | Change in Control and Executive Severance Policies. We have a Severance Policy and Change in Control Policy, applicable to the CEO and other executive officers with restrictive covenants that align with the applicable severance period for any benefits. | | ✓ | Clawback Policy. We maintain a clawback policy that both complies with recently adopted regulatory requirements and continues to apply to all incentive-based compensation in connection with improper conduct. Our current policy was adopted by the Board of Directors effective October 2, 2023 (replacing our prior policy in its entirety). |
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| WHAT WE DO | | WHAT WE DON’T DO | | | ✓ | Design incentive plans with the majority of executive pay at risk | × | No stock option repricing without stockholder approval | | ✓ | Maintain a Clawback Policy that both complies with recently adopted regulatory requirements and continues to apply to all incentive-based compensation in connection with improper conduct | × | No single trigger vesting of equity or cash severance payments upon change in control | | ✓ | Include double-trigger provisions under our Change in Control Policy and equity agreements applicable to our executive officers | × | No hedging or pledging of Humana securities by associates (including executive officers and directors) | | ✓ | Require minimum stock ownership levels for senior leadership | × | No tax gross-ups for our NEOs or other executive officers | | ✓ | Maintain commitment to stockholder engagement | × | No excessive perquisites for senior leaders; all perquisites require specific business rationale | | ✓ | Conduct an annual compensation risk assessment | × | No positive discretion for incentive-based awards | | ✓ | Utilize an independent compensation consultant hired and overseen by the Committee | × | No dividends or dividend equivalents on unearned PSUs or RSUs | | | | × | No employment contracts with CEO, NEOs or other executive officers and senior leaders |
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Say-on-Pay Support Our 2023 say-on-pay proposal maintained strong approval with 91% of our stockholders voting in favor of the Company’s compensation strategy. We believe that the result of our 2023 say-on-pay proposal indicates that stockholders are generally supportive of our executive compensation program, and therefore the Committee made no material changes to the executive compensation program as a result of this vote. Stockholder voting trend for the past three years is illustrated below. Peer Group Our peer group is used as a reference point in making compensation decisions, such as developing base salary ranges, developing short-term and long-term incentive award ranges, determining competitiveness of the total compensation package for our NEO’s and comparing our performance in order to validate if our compensation programs are informed by market practices. The Committee uses the framework below, in consultation with its independent compensation consultant (Farient), to filter and select a broad group of potential peers. This framework yields multiple perspectives that enrich our understanding of competitive executive pay practices while also ensuring that our peer group is comprised of companies with whom we may compete for talent and whose revenues, market capitalization, and business focus are similar to our own. The peer group is reviewed at least annually and includes an assessment of current peers as well as potential peers in the context of industry and business model criteria, revenue size reflective of our revenue growth, and M&A activity that could impact the size of business mx of our current peers. In consideration of internal analysis and discussions with Farient regarding the Company’s business strategy, size and talent pool, the Committee determined to modify the peer group by (i) removing The Travelers Companies, Inc. and (ii) adding Molina Healthcare, and approved the following peer group (the “Peer Group”) for 2023 compensation decisions:
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Short-Term Incentives Our enterprise short-term incentive (STI) is administered through the Associate Incentive Plan (AIP), a discretionary, annual cash-based incentive plan. The goal of our plan is to recognize and reward participating associates, including our executive officers, for their contributions to the Company’s overall performance, while also uniting associates around a common purpose for the year. Associate Incentive Plan The AIP plan year is effective January 1 through December 31 of each fiscal year. Associates who participate in other Company incentive plans, such as Sales Incentive/Commission Plans and Targeted Incentive Plans, are not dually eligible to participate in the AIP. Associates may not participate in more than one incentive plan. For our executive officers, the AIP is administered through the Executive Incentive Compensation Plan, as filed with the SEC on annual and quarterly reports on Form 10-K and Form 10-Q, respectively, and can be accessed 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.”
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| Annual Committee AIP Approval Process |
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| | | | | Approve Performance Measures | Approve Individual Targets | Approve Performance Results | | • Performance measures and goals are set by the Committee during the first quarter of the performance year, aligning to the Company’s overall business strategy, segment operations and established financial targets. | • The Committee reviews and approves individual targets, compared to market, based on the executive’s scope of operations. | • The Committee certifies the Company’s performance results during the first quarter following the performance period. • Results are evaluated against the approved measures and goals. |
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| (2) Under the terms of the AIP, in the event that the financial measure (Adjusted EPS) results are at or below target, the non- financial measures are capped at target. |
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| Named Executive Officer | 2023 Annual Base Salary(1) | 2023 Target Opportunity | Funding Rate | Actual Payout | | Bruce D. Broussard(2) | $1,469,893 | 193.84% | | $0 | | Susan M. Diamond | $790,000 | 100% | | $0 | | Sanjay K. Shetty, M.D.(3) | $493,269 | 100% | 0% | $0 | | Joseph C. Ventura | $678,000 | 100% | | $0 | | George Renaudin II | $655,000 | 100% | | $0 |
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| (1) Pay increases occurred during the AIP Performance Period with respect to certain of our Named Executive Officers resulting in a blended base salary. |
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Long-Term Incentives Our long-term incentives (LTI) provide a vital link between the long-term results achieved for our stockholders and the financial rewards provided to our NEOs. The Committee, in consultation with its independent compensation consultant, annually determines the aggregate amounts and terms of long-term incentive compensation awards for our executive officers using (i) compensation programs and competitive pay practices of peer companies and (ii) the outstanding equity information for each executive officer using tally sheets to examine the value of prior compensation decisions. The Committee believes that a mix of long-term incentives, combined with performance measures and a rTSR modifier:
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| • | Ensures that our long-term incentive compensation program is not overly dependent upon rTSR as an independent measure; and |
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| • | Adjusts to general economic conditions that would impact all companies in our Peer Group. |
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Design of Long-Term Incentives Granted in 2023 For long-term incentives granted in February 2023, the Committee (i) updated the design of our performance stock units to incorporate commitments made during our 2022 Investor Day and align the performance measures in our short- and long-term incentive programs to the mid-term goals of the Company, including our 2025 mid-term adjusted EPS target announced at our 2022 Investor Day, and (ii) approved a mix of long-term incentive awards granted in 2023 to our NEOs with adjusted weighting, as follows:
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| Performance-Based Stock Units | Restricted Stock Units | Stock Options | | 50% | 25% | 25% | | • Reinforces our pay-for-performance culture and aligns to our external commitments • Focuses on our 2025 mid-term adjusted EPS target • Includes commitment to drive ongoing operating efficiencies • Includes a relative Total Shareholder Return (rTSR) modifier that can adjust final award payouts up/down based on Company performance relative to the approved 2023 PSU Comparator Group (+/- 20%) • Measures performance against key strategic initiatives to create sustainable customer value and drive long-term strategic performance, outlined in illustration below | • Promotes retention of our executive talent • Aligns executive officers’ interests with that of our stockholders • Allows executive officers to build stock ownership positions • Provides value regardless of stock price volatility • Offers long-term financial opportunities to our executives beyond salary | • Aligns the interest of executive officers with stockholders by placing emphasis on long-term value creation through promoting growth in our stock price • Promotes connectedness with the Company and its long-term strategy, reinforcing the financial success of the organization • Offers long-term financial opportunities to our executives beyond salary |
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| Named Executive Officer | PSUs 50%(1) | RSUs 25% | Options 25% | Total 2023 LTI Award | | Bruce D. Broussard | $7,000,000 | $3,500,000 | $3,500,000 | $14,000,000 | | Susan M. Diamond | $1,800,000 | $900,000 | $900,000 | $3,600,000 | | Sanjay K. Shetty, M.D. | $900,000 | $450,000 | $450,000 | $1,800,000 | | Joseph C. Ventura | $1,100,000 | $550,000 | $550,000 | $2,200,000 | | George Renaudin II | $1,100,000 | $550,000 | $550,000 | $2,200,000 |
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| (1) Performance-based restricted stock units are shown at target value. |
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Results of Our Performance-Based Restricted Stock Units Granted in 2021 Design Framework In 2021, the Committee granted performance-based stock unit awards to our then-serving NEOs, with performance criteria for these awards based on both the Company’s average adjusted return on invested capital (Adjusted ROIC)(1) and certain long-term strategic measures, in each case measured against an established set of targets over the three-year period beginning January 1, 2021 and ending December 31, 2023, referred to herein as our “2021-2023 PSU Awards.” The 2021-2023 PSU Awards also included a rTSR modifier that could adjust final payout results up or down based on the Company’s TSR ranking against an approved Comparator Group. The following discloses the three-year cumulative goals included in the 2021-2023 PSU Awards, which provide for incremental payout between steps:
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| 2021-2023 PSU Awards | | | | | | | Weighting | Minimum (50%) | Target (100%) | Maximum (200%) | | Financial Measure: Adjusted ROIC | 70% | 13.05% | 14.35% - 14.65% | 15.95% | | ✓ 3-Year Average ROIC target of 14.5%, with a target corridor of +/- 0.15% ✓ Spread between minimum/target and target/maximum of +/- 10% ✓ Incremental payout using linear interpolation if performance is within the ranges noted above | | | | | | Strategic Measures | 30% | | | | | rTSR Modifier | + /-20% | | | |
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| rTSR Modifier (2021 Peer Group as Comparator Group) Ranked on a percentile basis against peers; +/- 20% is determined after ROIC performance is measured, and is applied as follows (with maximum payout capped at 200% of target opportunity and incremental modification using linear interpolation if performance is within the ranges noted below): | | | < 25th Percentile: | - 20% | | 45th – 55th Percentile: | No Modifier Applied | | > 75th Percentile: | + 20% |
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| (1) For purposes of the 2021-2023 PSU Awards, we define Adjusted ROIC, which is a non-GAAP performance measure, as adjusted net operating profit after tax (Adjusted NOPAT) divided by average invested capital (AIC). Adjusted NOPAT, which is a non-GAAP financial measure, is defined as GAAP net operating income as adjusted for non-GAAP items consistent with those reported in our public earnings release plus tax effected interest expense. AIC is defined as average shareholder’s equity plus average debt minus parent company cash (excluding $500 million for required reserves). The terms of the 2021-2023 PSU Awards further provide that for purposes of determining results under the awards for any individual fiscal year within the performance period, the applicable elements of Adjusted ROIC shall automatically adjust to reflect the impact of certain non-recurring events, including the impacts of merger, acquisition and disposition activity, changes in accounting standards, litigation or regulatory investigations outside of the ordinary course of business, restructuring activity outside of the ordinary course of business, business exit or disposal activities, and any extraordinary, natural disaster, unusual or infrequent event. However, the Committee retains the ability to exercise negative (but not positive) judgment with respect to any award, regardless of the impact of any automatic adjustments. |
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Alignment of Strategic Measures Beginning in 2021, the Committee considered additional approaches to drive management focus on the Company’s long-term transformation to become an integrated healthcare company by improving the quality of care delivered to the Company’s members, significantly advanced its healthcare services platform through the expansion of its senior-focused, value-based primary care organization, and the continued integration of its home health organization. Following this review, the Committee decided to add long-term strategic measures as an element of the 2021-2023 PSU Awards to compliment the continued long-term focus on delivering returns on invested capital through a focus on Adjusted ROIC. The strategic measures included in the 2021-2023 PSU Awards directly align to these long-term strategic priorities, as summarized below. Performance Achievement Results When determining the vesting value of the 2021-2023 PSU Awards, the Committee reviewed final Company results showing a three-year average Adjusted ROIC of 15.35% as determined under the terms of the 2021-2023 PSU Awards, including certain automatic adjustments due to the impacts of acquisition activity and the extraordinary unusual and infrequent impacts experienced by the Company as a result of the COVID-19 pandemic during certain portions of the performance period, achievement against the strategic measures noted above between their target and maximum range, and a rTSR ranking in the 15.1st percentile of the comparator group. As part of this review, the Committee also noted that Adjusted ROIC and rTSR performance are a by-product of both the financial and operational performance of the Company over the three-year period. As such, the Committee took into account strong earnings, revenue and membership growth over the majority of performance period, while noting TSR over the performance period that resulted in a 20% reduction to the performance metrics achieved under the 2021-2023 PSUs. The Committee further considered performance on the strategic measures included in the 2021-2023 PSU Awards, and their impact on improving the quality of care delivered to the Company’s members, advancing its healthcare services platform through the expansion of its senior-focused, value-based primary care organization, and integrating the Company’s home health organization. During its February 2024 meeting, based on the review described above, the Committee approved an award payout at 124.9% of target amounts, as determined under the terms of the 2021-2023 PSU Awards, with no discretionary exceptions or adjustments, as shown below.
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| | Final Result | Funding Rate | Weighting | Modifier | Final Payout Results | | Adjusted ROIC | 15.35% | 154.0% | 70% | | 107.8% | | Strategic Measures | Target - Max | 161.3% | 30% | | 48.4% | | 2021-2023 PSU Metric Performance | | | | | 156.2% | | rTSR Modifier | 15.1st Percentile | | | -20.0% | | | Final Payout | | | | | 124.9% |
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| Health and Retirement Benefits | | • Our executive officers participate in the broad-based associate health and retirement programs under the same terms and conditions as all other eligible associates. | | • Such benefits include: medical, dental, vision, disability, wellness, life and accidental death and dismemberment (AD&D) insurance, as well as 401(k) retirement plan, supplemental 401(k) plan and the option to participate in our Nonqualified Deferred Compensation Plan. | | Perquisites | | • We provide limited perquisites to our executive officers, which are aligned with market practices and are reviewed on a regular basis. | | • Perquisites may include limited personal use of the Company aircraft, personal security, personal executive support services, an annual physical, a matching charitable gift program, a supplemental life insurance benefit, financial planning assistance, and, if applicable, relocation assistance. | | Executive Severance and Change in Control | | • The Severance Policy provides for benefits in the event employment is terminated without cause, for a defined severance period during which certain restrictive covenants would apply (e.g., non-compete, non-solicit and non-disparagement covenants): - CEO: 24 months base salary and target bonus, with two-year restrictive covenants - Other NEOs: 18 months base salary only, with 18-month restrictive covenants | | • The Change in Control Policy (CIC Policy) provides for benefits in the event that employment is terminated under certain circumstances in connection with a Change in Control transaction, with restrictive covenants binding the executive during the applicable severance period: - CEO: lump sum payment of 30 months base salary and target bonus, with 30-month restrictive covenants - Other NEOs: lump sum payment of 24 months base salary and target bonus, with 24-month restrictive covenants |
ORGANIZATION & COMPENSATION COMMITTEE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(3) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Bruce D. Broussard, Chief Executive Officer | 2023 | 1,469,893 | — | 10,898,833 | 3,492,874 | — | — | 465,784 | 16,327,384 | | | 2022 | 1,349,465 | — | 9,638,547 | 2,785,410 | 3,072,394 | — | 353,028 | 17,198,844 | | | 2021 | 1,349,465 | — | 9,828,769 | 2,779,774 | 2,125,407 | — | 444,621 | 16,528,036 | | Susan M. Diamond, Chief Financial Officer | 2023 | 790,000 | — | 2,802,776 | 898,145 | — | — | 239,812 | 4,730,733 | | | 2022 | 750,000 | — | 2,258,317 | 652,754 | 975,750 | — | 174,177 | 4,810,998 | | | 2021 | 640,962 | — | 1,861,200 | 813,976 | 576,866 | — | 168,477 | 4,061,481 | | Sanjay K. Shetty, M.D., President, CenterWell | 2023 | 493,269 | 1,400,000 | 1,401,072 | 449,844 | — | — | 837,756 | 4,581,941 | | Joseph C. Ventura, Chief Legal Officer | 2023 | 678,000 | — | 1,712,892 | 548,910 | — | — | 162,359 | 3,102,161 | | | 2022 | 600,596 | — | 1,596,932 | 461,458 | 784,147 | — | 155,664 | 3,598,797 | | George Renaudin II, President, Medicare & Medicaid | 2023 | 655,000 | — | 1,712,892 | 548,910 | — | — | 135,676 | 3,052,478 |
ORGANIZATION & COMPENSATION COMMITTEE
| (a) This amount is also listed in the Nonqualified Deferred Compensation table. |
ORGANIZATION & COMPENSATION COMMITTEE
| 2023 CEO Pay Ratio 192:1 | As detailed further within the “Human Capital Management” section of this proxy statement, our associates’ total compensation may include base pay, incentive pay, overtime and other supplemental pay. We regularly review associate compensation and conduct benchmarking of our pay to the external market where we compete for talent, along with internal reviews of associate pay compared to those doing similar work in similar capacities across the Company – all to ensure we are competitive and aligned |
ORGANIZATION & COMPENSATION COMMITTEE
| Year (a) | Summary Compensation Table Total for PEO ($) (1) (b) | Compensation Actually Paid to PEO ($) (2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) (e) | Value of Initial Fixed $100 investment Based On: | | Net Income ($mm) (7) (h) | Adjusted EPS ($) (8) (i) | | | | | | | Total Shareholder Return ($) (5) (f) | Peer Total Shareholder Return ($) (6) (g) | | | | 2023 | 16,327,384 | (37,708) | 3,866,828 | 1,654,500 | 128 | 136 | 2,484 | 26.09 | | 2022 | 17,198,844 | 30,353,498 | 4,154,126 | 6,537,728 | 143 | 137 | 2,802 | 25.24 | | 2021 | 16,528,036 | 25,833,960 | 4,111,051 | 5,872,201 | 128 | 147 | 2,934 | 20.64 | | 2020 | 16,489,639 | 28,417,233 | 4,102,566 | 6,516,350 | 113 | 118 | 3,367 | 18.75 |