DEF 14A of Humana Inc, Mar 7, 2025

DEF 14A of Humana Inc

Filed Mar 7, 2025 · FY20240001193125-25-048976

Open on EDGAR

  1. Director Skills and Expertise

    Director Skills and Expertise 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 titled “Director Nominee Biographies.”

  2. Director Skills and Expertise

    | | | | | | | | | | | | | | Public Company CEO, CFO, or COO Have experience overseeing operational, financial and strategic execution through dynamic market cycles to drive value creation over the long-term and execute on our strategic objectives | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | | ✓ | | Financial Oversight, Capital Allocation, Corporate Transactions Provide expertise in the oversight of our financial statements, capital planning and deployment strategies to drive sustainable long-term growth and capital returns | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | ✓ | | Healthcare Industry Possess deep knowledge of the U.S. healthcare system / leadership in various healthcare sectors including as a provider of healthcare products and services, core to our strategic execution in a complex and evolving industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | | | IT/Digital; Data Privacy; Cyber Bring expertise in system modernization, digital transformation, and oversight and advancement of our cybersecurity, IT, and data governance programs | | | | | ✓ | | | | ✓ | | ✓ | | Marketing/Consumer Insights Contribute deep understanding of consumer expectations as we create seamless, differentiated experiences across our Insurance and CenterWell businesses | | ✓ | | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Government Relations/Public Policy Have experience in regulated industries and those particularly impacted by government policies, providing a unique perspective on the complex regulatory environment in which we operate and legislative priorities of key stakeholders | ✓ | | ✓ | ✓ | | ✓ | | | | | | | Risk Assessment Are skilled in spotting and addressing the multifaceted risks we face, including the complex legal and regulatory environment in which we operate and execution of robust compliance standards | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | | Corporate Governance (~) and Sustainability (+) Bring experience in effective oversight of our core corporate governance principles and policies, stockholder engagement practices (including CEO succession planning, executive compensation, Board evaluation and refreshment) and of our environmental, social and related-governance (ESG) strategy | ✓ ~ | ✓ ~ | ✓ + | ✓ ~ + | ✓ ~ + | ✓ + | ✓ ~ | ✓ ~ | ✓ ~ + | ✓ + | ✓ ~ |

  3. Director Skills and Expertise

    | 4 | Humana | 2025 Proxy Statement • Proposal One |

  4. Director Skills and Expertise

    Our Company and our Board actively promote and foster an inclusive culture 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, Board diversity is a consideration in the director succession planning and nomination process. Diversity is also a factor in 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. The Board remains focused on expanding diversity represented on the Board as refreshment further evolves, with a continued emphasis on identifying nominees who are best placed to oversee Humana’s go-forward strategic priorities. The illustrations below depict independence, age, tenure and diversity represented in the composition of our director nominees.

  5. Director Skills and Expertise

    | Director Independence | Director Age Distribution | Board Tenure | | 91% Of our directors are independent and we have an independent Board Chairman (10 of 11 directors) | 62 Average age of our director nominees (Age Range: 53 – 68) | 6.84 Average years of director tenure 55% Of our directors have served < 5 years 27% Of our directors have served 5-9 years 18% Of our directors have served ≥ 10 years (Based on service as of March 1, 2025) | | Gender Representation 27% | Race/Ethnicity Representation 18% | | | Of our directors are women (3 of 11 directors) | Of our directors are racially and/or ethnically diverse (2 of 11 directors) | |

  6. Director Skills and Expertise

    Board Refreshment The Committee and the Board follow a thoughtful refreshment process to ensure the Board’s composition best reflects the most appropriate mix of skills and experiences to provide robust oversight of the Company and its strategic priorities. The Committee and the Board also specifically 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. In addition to Board refreshment, our Board maintains a regular practice of evaluation and refreshment of Committee composition, including leadership roles. Over the last three years, our Board refreshed the leadership and composition of our Nominating, Governance & Sustainability Committee, Organization & Compensation Committee, and Technology Committee. As further shown below, our Board has undergone significant refreshment in recent years. Since January 2017, eleven new independent directors have been appointed to our Board. Our appointments in more recent years have sought to deepen 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.

  7. Director Skills and Expertise

    | Proposal One • 2025 Proxy Statement | Humana | 5 |

  8. Director Skills and Expertise

    Director Nominee Biographies

  9. Director Skills and Expertise

    | Kurt J. Hilzinger | Chairman of the Board, Director | Age 64 | Male | White | | | Independence | Committees | | | Independent Director Since 2003 | • Investment Committee | | | Skills and Expertise | | | | • Public Company COO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • Healthcare Industry Experience | • Government Relations/Public Policy • Risk Assessment • Corporate Governance | | Partner Court Square Capital Partners Former Director, President and COO AmerisourceBergen Corp. | Professional Summary | | | | 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 (Court Square), 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 Court Square Capital Partners, Mr. Hilzinger 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. As a distinguished financial executive and operator, Mr. Hilzinger led the recapitalization and initial public offering or Amerisource Health Corp. and the successful integration or Amerisource Health Corp. and Bergen Brunswig Corp. in the creation of AmerisourceBergen Corp. (now Cencora Corp.). In addition to his integration responsibilities, Mr. Hilzinger held enterprise-wide P&L responsibility while overseeing the integration of 30+ acquisitions and the transformation of the business model to fee or services. Mr. Hilzinger has significant government affairs experience interacting with the FTC, the FDA, and the DEA, and while serving as Chairman of the Healthcare Distribution Alliance (HDA). Mr. Hilzinger is a thought leader in the healthcare sector, with a successful career track record of investments in pharmaceutical services and commercialization. | | | Other Public Company Boards (1) | Board Aptitude | | | • Outlook Therapeutics, Inc. | 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. | |

  10. Director Skills and Expertise

    | 6 | Humana | 2025 Proxy Statement • Proposal One |

  11. Director Skills and Expertise

    | James A. Rechtin | Director | Age 54 | Male | White | | | Independence | Committees | | | Non-Independent Director Since 2024 | • No Committee Roles | | | Skills and Expertise | | | | • CEO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • Healthcare Industry Experience | • Marketing/Consumer Insights • Risk Assessment • Corporate Governance | | President & Chief Executive Officer Humana Inc. Former President & Chief Executive Officer Envision Healthcare | Professional Summary | | | | James (Jim) Rechtin, joined Humana in January 2024, having served as President and Chief Operating Officer until July 2024. Under his leadership, Humana operates as a leading integrated care delivery model centered on improving health outcomes, driving lower costs, enhancing quality, and providing a simple and personalized member and patient experience. | | | | Prior to joining Humana, Mr. Rechtin served as President and CEO at Envision Healthcare. He has more than 22 years of health care experience with a focus on the delivery of value-based care in various medical group settings, including a deep understanding of Medicare Advantage. Prior to joining Envision, Mr. Rechtin served as President of OptumCare, part of UnitedHealth Group. Before that, Mr. Rechtin was with DaVita Medical Group and played the dual roles of Senior Vice President of Corporate Strategy and President of DaVita Medical Group’s California market. Further, he is a 14-year veteran of Bain & Company, highlighting his depth of experience in health care mergers and the overall health care sector. | | | Other Public Company Boards (0) | Board Aptitude | | | | The Board believes that Mr. Rechtin brings to Humana a strong combination of operational, industry and CEO expertise. Mr. Rechtin’s solid leadership acumen in the healthcare sector, coupled with his deep understanding of the Company’s core business, offer practical perspectives to the Board. Further, his first-hand experience leading through the challenges and opportunities of a changing health care services continuum will help accelerate the Company’s integrated care strategy at pace. | |

  12. Director Skills and Expertise

    | Proposal One • 2025 Proxy Statement | Humana | 7 |

  13. Director Skills and Expertise

    | Raquel C. Bono, M.D | Director | Age 68 | Female | Asian | | | Independence | Committees | | | Independent Director Since 2020 | • Audit Committee • Clinical Quality Committee | | | Skills and Expertise | | | | • CEO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • Healthcare Industry Experience | • Government Relations/Public Policy • Risk Assessment • Sustainability/ESG | | Principal | Professional Summary | | | RCB Consulting CEO & Chief of Surgical Innovation Medical iSight Former CEO and Director Defense Health Agency (DHA) Former Chief Health Officer Viking Cruises | 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, and serves as CEO and Chief of Surgical Innovation at Medical iSight, having held this position since 2023. Dr. Bono was formerly 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, 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. | | | Other Public Company Boards (1) | Board Aptitude | | | • Alcon, Inc. | 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. | |

  14. Director Skills and Expertise

    | 8 | Humana | 2025 Proxy Statement • Proposal One |

  15. Director Skills and Expertise

    | Frank A. D’Amelio | Director | Age 67 | Male | White | | | Independence | Committees | | | Independent Director Since 2003 | • Audit Committee (Chair) • Nominating, Governance & Sustainability Committee | | | Skills and Expertise | | | | • Public Company CFO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • Healthcare Industry Experience | • Government Relations/Public Policy • Risk Assessment • Corporate Governance • Sustainability/ESG | | Former Executive Vice President, Chief Financial Officer Pfizer Inc. | Professional Summary | | | | 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 Pfizer, 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. | | | Other Public Company Boards (2) | Board Aptitude | | | • Zoetis, Inc. • Hewlett Packard Enterprises | 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. | |

  16. Director Skills and Expertise

    | Proposal One • 2025 Proxy Statement | Humana | 9 |

  17. Director Skills and Expertise

    | David T. Feinberg, M.D. | Director | Age 62 | Male | White | | | Independence | Committees | | | Independent Director Since 2022 | • Clinical Quality Committee (Chair) • Nominating, Governance & Sustainability Committee | | | Skills and Expertise | | | | • Public Company CEO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • Healthcare Industry Experience • IT/Digital; Data Privacy; Cyber Experience | • Marketing/Consumer Insights • Risk Assessment • Corporate Governance • Sustainability/ESG | | Chairman | Professional Summary | | | Oracle Health Former Director, President and CEO Cerner Corporation | 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. | | | Other Public Company Boards (1) | Board Aptitude | | | • Edwards Lifesciences Corporation | 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. | |

  18. Director Skills and Expertise

    | 10 | Humana | 2025 Proxy Statement • Proposal One |

  19. Director Skills and Expertise

    | Wayne A. I. Frederick, M.D. | Director | Age 53 | Male | African American/Black | | | Independence | Committees | | | Independent Director Since 2020 | • Organization & Compensation Committee (Chair) • Clinical Quality Committee | | | Skills and Expertise | | | | • Healthcare Industry Experience • Government Relations/Public Policy | • Sustainability/ESG | | President Emeritus Howard University | Professional Summary | | | | Wayne A. I. Frederick, M.D. was initially elected to the Board in February 2020. He 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. In addition to his public board service, Dr. Frederick also serves on the Board of Directors of Mutual of America Life Insurance Co. | | | Other Public Company Boards (3)* | Board Aptitude | | | • Insulet Corporation • Tempus AI, Inc. • Workday, Inc. * In February 2025, Agostini Limited announced that Dr. Frederick was taking a voluntary leave of absence from his service on its board to limit his outside board commitments, bringing Dr. Frederick’s active outside service to three (3) public company boards. | 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 the Company continues to innovate in the area of health data analytics. | |

  20. Director Skills and Expertise

    | Proposal One • 2025 Proxy Statement | Humana | 11 |

  21. Director Skills and Expertise

    | John W. Garratt | Director | Age 56 | Male | White | | | Independence | Committees | | | Independent Director Since 2020 | • Investment Committee (Chair) • Audit Committee | | | Skills and Expertise | | | | • Public Company CFO Experience • Financial Oversight, Capital Allocation and Corporate Transactions | • Marketing/Consumer Insights • Risk Assessment • Corporate Governance | | Former President and Chief | Professional Summary | | | Financial Officer Dollar General Corporation | John W. Garratt was initially elected to the Board in February 2020. He 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. | | | Other Public Company Boards (2) | Board Aptitude | | | • Papa John’s International, Inc. • Cracker Barrel Old Country Store, Inc. | 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. | |

  22. Director Skills and Expertise

    | 12 | Humana | 2025 Proxy Statement • Proposal One |

  23. Director Skills and Expertise

    | Karen W. Katz | Director | Age 68 | Female | White | | | Independence | Committees | | | Independent Director Since 2019 | • Nominating, Governance & Sustainability Committee (Chair) • Organization & Compensation Committee | | | Skills and Expertise | | | | • Public Company CEO Experience • Financial Oversight, Capital Allocation and Corporate Transactions | • Marketing/Consumer Insights • Risk Assessment • Corporate Governance | | Former President and Chief | Professional Summary | | | Executive Officer Neiman Marcus Group LTD | Karen W. Katz, M.B.A. was initially elected to the Board in September 2019. She 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. | | | Other Public Company Boards (2) | Board Aptitude | | | • Under Armour, Inc. • The RealReal, Inc. (Chairperson) | 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. | |

  24. Director Skills and Expertise

    | Proposal One • 2025 Proxy Statement | Humana | 13 |

  25. Director Skills and Expertise

    | Marcy S. Klevorn | Director | Age 65 | Female | White | | | Independence | Committees | | | Independent Director Since 2021 | • Technology Committee (Chair) • Audit Committee | | | Skills and Expertise | | | | • IT/Digital; Data Privacy; Cyber Experience | • Corporate Governance • Sustainability/ESG | | | • Marketing/Consumer Insights • Risk Assessment | | | Former Chief Transformation | Professional Summary | | | Officer Ford Motor Company | 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. | | | Other Public Company Boards (2) | Board Aptitude | | | • Northern Trust Corporation • Cerence Inc. | 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. | |

  26. Director Skills and Expertise

    | 14 | Humana | 2025 Proxy Statement • Proposal One |

  27. Director Skills and Expertise

    | Jorge S. Mesquita | Director | Age 63 |Male | White | | | Independence | Committees | | | Independent Director Since 2021 | • Investment Committee • Technology Committee | | | Skills and Expertise | | | | • Healthcare Industry Experience | | | | • Marketing/Consumer Insights • Sustainability/ESG | | | Former Chief Executive Officer Blue Triton Brands Former Executive Vice President, Worldwide Chairman, Consumer Johnson & Johnson | Professional Summary | | | | 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 competition within 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 was employed by The Procter & Gamble Company (P&G), where he held various marketing and leadership positions for 29 years from 1984 to 2013. 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. | | | Other Public Company Boards (1) | Board Aptitude | | | • Mondelez International, Inc. | 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. | |

  28. Director Skills and Expertise

    | Proposal One • 2025 Proxy Statement | Humana | 15 |

  29. Director Skills and Expertise

    | Gordon Smith | Director | Age 66 | Male | White | | | Independence | Committees | | | Independent Director Since 2024 | • No Committee Roles | | | Skills and Expertise | | | | • Public Company COO Experience | • Marketing/Consumer Insights | | | • Financial Oversight, Capital Allocation and Corporate Transactions • IT/Digital; Data Privacy; Cyber Experience | • Risk Assessment • Corporate Governance | | Former Co-President and | Professional Summary | | | Co-COO JPMorgan Chase & Co. | Gordon Smith was initially elected to the Board in October 2024. Mr. Smith was formerly the Co-President and Co-Chief Operating Officer of JPMorgan Chase & Co. (JPMorgan), having held these positions from 2018 until retiring in January of 2022. In this role, Mr. Smith served as a member of the firm’s Operating Committee and helped oversee all aspects of the company’s business and operations. Mr. Smith’s career at JPMorgan began in 2007 and spanned 15 years, where he previously served as Chief Executive Officer of Consumer & Community Banking (2012-2021), and prior to that held various roles of increasing responsibility, including as CEO of Chase Card Services, Auto Finance and Student Lending (2011-2012), and CEO of Chase Card Services (2007-2011). Prior to his time at JPMorgan, Mr. Smith spent more than 25 years at American Express, where he led and managed several businesses, including the Global Commercial Card Business. Mr. Smith is also an operating advisor to Clayton Dubilier & Rice. | | | Other Public Company Boards (1) | Board Aptitude | | | • Choice Hotels International | The Board believes that Mr. Smith is an extremely accomplished executive with deep experience leading complex, highly regulated organizations in driving better, faster and more efficient businesses for consumers. This deep operational expertise provides the Board with valuable insights into the customer journey across complementary businesses, brand management, and accelerating the digital transformation of legacy businesses, deepening its strategic composition as the Company continues to grow its Medicare Advantage and CenterWell health services businesses, drive operational efficiencies, and create seamless consumer experiences. | |

  30. Director Skills and Expertise

    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 the following matters:

  31. Director Skills and Expertise

    | (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; and |

  32. Director Skills and Expertise

    | (2) financing arrangements between the Company and companies that are affiliated with certain of our directors. |

  33. Director Skills and Expertise

    Oracle Health. Oracle Health has a license subscription contract with our subsidiary, Humana Digital Health and Analytics Platform Services, Inc., or HDH&A. In 2024, Oracle Health paid HDH&A approximately $6.79 million in associated license, subscription, maintenance, and professional service fees, which are 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.

  34. Director Skills and Expertise

    | 16 | Humana | 2025 Proxy Statement • Proposal One |

  35. Director Skills and Expertise

    Financing Arrangements. Certain of our non-employee directors are partners, shareholders and/or officers of companies that have commercial paper programs or other financing arrangements in which we participate in the ordinary course of business. Payments to or from such companies constituted less than the greater of $200,000 or 1% of each of Humana’s and the recipient’s annual revenue, respectively, in each of the past three years. At the conclusion of its review for the current year, the Board affirmatively determined that in each case the relationship between the Company or its affiliate and each director-related entity was not material and would not interfere with the director’s exercise of independent judgment. In addition, each of those relationships was below the thresholds for independence prescribed by the NYSE. Directors recused themselves from the independence assessment as the matter was relative to himself or herself. Consistent with these considerations and based on its review of director independence in light of the standards contained in the Guidelines, the Board determined that each member of the Board of Directors (except Mr. Rechtin, as a current employee of the Company) is independent. Identifying Nominees for Directors The Board has delegated an established screening process for director nominees to the Nominating, Governance & Sustainability Committee, with counsel from our Chairman, our Chief Executive Officer, and outside consultants as appropriate. The goal of the screening process is to assemble a group of potential board members with deep, varied experience, sound judgment, and commitment to the Company’s success. The Committee receives notice of potential candidates through any of the following avenues: (i) Board self-identification; (ii) third-party recommendations; and (iii) stockholder recommendations. While director nominees may be presented to the Board for consideration by the Committee through any of these methods, the Board is ultimately responsible for assessing the needs of the Board, appointing candidates to the Board, and nominating candidates for election by our stockholders at our annual meeting. Once the Committee has compiled its group of suitable candidates and conducted appropriate diligence, it then meets with the Board to review the candidates for further consideration. Board Self-Identification. The Committee regularly assesses the appropriate size of the Board, the areas of expertise required to effectively contribute to the Board process, and whether any vacancies are anticipated. It also annually assesses the director qualification criteria to ensure the Board has appropriate skill composition aimed at the Company’s long-term business strategy, operations, risks, thought and perspective. As a result, the Committee may recommend to the Board a need for an additional director, Board refreshment for certain requisite skills and qualifications, and/or suggest the replacement of an existing director for other credible reasons. Third-Party Recommendations. From time to time, the Committee engages a professional third-party search firm to assist the Board of Directors and the Committee in identifying and recruiting candidates for Board membership. Stockholder Nominees. The policy of the Committee is to consider stockholder recommendations for candidates for membership on the Board as described above under “Identifying Nominees for Directors.” In addition, stockholders may nominate candidates for election to the Board of Directors in accordance with the specific provisions in our Bylaws, a copy of which is available on our website at www.humana.com. From the www.humana.com website, then click on “More Humana,” then click on “For Investors,” then click on “Corporate Governance,” and then click on the link titled, “Bylaws.” A summary of these provisions, which include customary provisions for the inclusion of candidates in our proxy statement (proxy access) is included in the “Frequently Asked Questions” section within this proxy statement under the caption “What is the due date for stockholder nominees for director for the Company’s 2026 Annual Meeting?” Board of Directors Nominee Determination At the recommendation of the Nominating, Governance & Sustainability Committee, the Board has nominated eleven (11) individuals for this year’s election. The Board believes that each director nominee possesses and demonstrates the character, integrity, independence, business judgment and all other requisite skills, qualifications and attributes necessary to effectively (i) act in the best interests of the Company and its stockholders and (ii) exercise active and independent oversight of the of the Company’s management team, business affairs and assets. As a group, the director nominees create a diverse, knowledgeable and experienced Board with strong executive experience; financial expertise; knowledge and experience in healthcare; expertise in information systems; protection and digital innovation; and consumer orientation necessary to oversee the Company’s business and the execution of our strategy. We believe that the current Board members have a deep commitment to the Company’s success, as evidenced by the key qualifications, skills, experiences and diversity of backgrounds of each director described herein. The information given in this proxy statement concerning the nominees is based upon statements made or confirmed to the Company by or on behalf of the nominees. Vote Required and Recommendation of the Board of Directors A director nominee will be elected if the number of votes cast for the nominee exceeds the number of votes cast against the nominee. Shares not present at the Annual Meeting and Shares voting “abstain” or broker non-votes have no effect on the election of directors. Under the Company’s Majority Vote Policy, following a director’s initial election to our Board of Directors, the director is required to submit his or her irrevocable resignation to our Board of Directors, conditioned upon (i) the director not achieving the requisite stockholder vote at any future meeting at which they face re-election, and (ii) acceptance of the resignation by the Board of Directors following that election. The Board of Directors has 90 days to determine whether or not to accept the director’s resignation and to report this information to our stockholders.

  36. Director Skills and Expertise

    | | FOR THE REASONS STATED HEREIN, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” ALL NOMINEES. |

  37. Director Skills and Expertise

    | Proposal One • 2025 Proxy Statement | Humana | 17 |

  38. Director Skills and Expertise

    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 titled “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.

  39. Director Skills and Expertise

    | Board of Directors Oversees Management of Major Risks |

  40. Director Skills and Expertise

    | • Regulatory & Public Policy • Legal | • Succession Planning • Strategic Execution | • Brand Reputation • Investment Objectives | • Cybersecurity • Data Governance | • Financial • Clinical Quality |

  41. Director Skills and Expertise

    | Committees of the Board of Directors |

  42. Director Skills and Expertise

    | 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 | | | |

  43. Director Skills and Expertise

    | Management |

  44. Director Skills and Expertise

    | 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. |

  45. Director Skills and Expertise

    | 18 | Humana | 2025 Proxy Statement • Corporate Governance |

  46. Director Skills and Expertise

    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.

  47. Director Skills and Expertise

    | 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. |

  48. Director Skills and Expertise

    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.

  49. Director Skills and Expertise

    | Corporate Governance • 2025 Proxy Statement | Humana | 19 |

  50. Director Skills and Expertise

    At this time, given the composition of the Company’s Board, Mr. Hilzinger’s effectiveness as our Chairman, status as an independent director and previous service as our Lead Director, the current challenges faced by the Company, and our recent CEO transition, 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.

  51. Director Skills and Expertise

    | • | 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. |

  52. Director Skills and Expertise

    | • | Utilizes clear and proactive Board meeting agendas to achieve high productivity at each meeting. |

  53. Director Skills and Expertise

    | • | 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. |

  54. Director Skills and Expertise

    | • | Maintains regular communication with the CEO and management team, apart from formal Board meetings, to ensure consistent and continuous progress toward established goals. |

  55. Director Skills and Expertise

    | • | 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. |

  56. Director Skills and Expertise

    | • | Performs in-depth organizational structure reviews, through the Organization & Compensation Committee, on culture, 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 2024, 83% of associates were highly engaged, representing the 64th percentile overall of benchmark companies. Refer to the section titled “Our Culture, Engagement and Approach to Work” in this proxy statement for a discussion of these results. |

  57. Director Skills and Expertise

    | • | 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 2024, included, (i) a formal education session with external consultants; (ii) guest speaker attendance during select meetings; and (iii) briefings on regulatory developments. |

  58. Director Skills and Expertise

    | • | Participates in the Company’s robust stockholder engagement program. |

  59. Director Skills and Expertise

    | 2024 Board and Committee Meetings 27 Videoconference / Teleconference 25 In-person 1 Annual Stockholder | 2024 Director Attendance 100% of our incumbent director nominees elected at the 2024 Annual Meeting of Stockholders met NYSE attendance requirements of at least 75% |

  60. Director Skills and Expertise

    | 20 | Humana | 2025 Proxy Statement • Corporate Governance |

  61. Director Skills and Expertise

    Management Succession and Leadership Development Planning The Organization & Compensation Committee, in collaboration with the full Board, oversees management team succession and development planning, with a primary focus on succession planning for our CEO. This is an ongoing process as part of the Board’s annual operations, designed to address planned transitions and unexpected vacancies. As part of this oversight:

  62. Director Skills and Expertise

    | • | The Board, at least annually, conducts talent reviews for our CEO, management team, and key senior leaders that focuses on continued development and succession readiness for each of our key leadership positions. |

  63. Director Skills and Expertise

    | • | The Organization & Compensation Committee develops succession plans for the CEO and management team in the event of death, disability, removal, or resignation. |

  64. Director Skills and Expertise

    | • | As appropriate, the Board and Organization & Compensation Committee develops a timeline for CEO search and onboarding processes, identifies relevant skill sets for CEO candidates, conducts reviews of internal and external candidates, and interviews candidates. |

  65. Director Skills and Expertise

    | • | The Organization & Compensation Committee performs in-depth organizational structure reviews of segments and functions within the Company to assess leadership bench strength, reporting out on these reviews to the full Board. |

  66. Director Skills and Expertise

    | • | The full Board engages regularly with rising leaders within the Company. |

  67. Director Skills and Expertise

    In addition to these ongoing processes, the Board holds executive sessions with and without the CEO present to discuss CEO and management team succession as needed. While the Organization & Compensation Committee and Board regularly perform talent assessments as part of the established succession planning process, robust discussion about management succession is more frequent when there is an active succession or search underway.

  68. 2024 CEO Succession

    2024 CEO Succession Beginning in 2022 and continuing through October 2023, the Board undertook a rigorous and thoughtful approach to identifying Mr. Broussard’s successor in line with the process and responsibilities outlined above. Key to this process was evaluating each internal and external candidate against a consistent set of criteria. The Board determined that Mr. Rechtin’s strong leadership experience in the healthcare sector through his roles at Envision Healthcare, OptumCare, and DaVita Medical Group, coupled with his deep understanding of our core business, positioned him above other candidates for the role. The Board was also impressed with Mr. Rechtin’s strong combination of operational, industry and CEO expertise, and believed that his first-hand experience leading organizations in a changing health care services continuum would help accelerate our Company’s integrated care strategy. As part of this succession process, the Board determined that a phased partnership between Mr. Rechtin and Mr. Broussard would best facilitate Mr. Rechtin’s immersion into the Company and best prepare him for a smooth succession to the CEO role. As such, Mr. Rechtin joined the Company as President and Chief Operating Officer (COO) in January 2024 and transitioned from COO to the CEO role in July 2024. To further ensure continuity and a stable transition, as part of this multi-year succession planning process, Mr. Broussard agreed to remain as a strategic advisor to the Company until March 2026. Upon joining the Company as COO, Mr. Rechtin performed a disciplined, objective review and spent time with team members across our business. This multi-phased onboarding served Mr. Rechtin well as he transitioned to CEO, where he has brought focus and fresh perspective to our annual planning review process and identified opportunities relative to industry benchmarks to further strengthen our operating performance. The Board believes this multi-year succession planning process was highly effective in getting the right CEO in place to lead our management team at this critical juncture.

  69. Senior Management Succession

    Senior Management Succession During 2024, the Board also oversaw the succession process and talent acquisition of new members of our management team.

  70. Senior Management Succession

    | Management Team Member | | Announcement Date | Search Type | | David E. Dintenfass | | January 2024 | New Position | | President, Enterprise Growth | Age 54 | Male | White | | | | The Board selected Mr. Dintenfass to serve as the Company’s President of Enterprise Growth, effective February 2024. In this role, Mr. Dintenfass will help deliver on our long-term strategy and maximize profitable Medicare Advantage growth. In making this appointment, the Board recognized Mr. Dintenfass’s 30-year track record of delivering strong financial and organizational results and leveraging digital capabilities to enhance the customer and broker experience, and believes his leadership will help maximize Humana’s investments and a multi-year strategy that evolves our approach to customer attraction and retention. | | | | | Michelle A. O’Hara | | November 2024 | Successor | | Chief Human Resources Officer | Age 49 | Female | Asian | | | | The Board selected Ms. O’Hara to serve as the Company’s Chief Human Resources Officer, succeeding Timothy S. Huval, effective January 2025. In this role, Ms. O’Hara will oversee our enterprise talent strategy and people programs. In making this decision, the Board recognized Ms. O’Hara’s more than 20-year history of transforming HR capabilities and enabling companies to effectively attract, recruit, develop and retain a talented and diverse workforce. | | | |

  71. Senior Management Succession

    | Corporate Governance • 2025 Proxy Statement | Humana | 21 |

  72. Senior Management Succession

    | Management Team Member | | Announcement Date | Search Type | | Celeste M. Mellet | | December 2024 | Successor | | Chief Financial Officer | Age 48 | Female | White | | | | The Board selected Ms. Mellet to serve as the Company’s Chief Financial Officer, succeeding Susan M. Diamond, effective January 2025. In making this decision, the Board recognized Ms. Mellet’s first-hand experience in navigating dynamic and highly regulated industries, leading cross-functional teams and driving performance throughout complex organizations where she has served as a leader. | | | | | Japan A. Mehta | | December 2024 | Successor | | Chief Information Officer | Age 44 | Male | Asian | | | | The Board selected Mr. Mehta to serve as the Company’s Chief Information Officer, succeeding Samir M. Deshpande, effective February 2025. In this role, Mr. Mehta will oversee our digital and technology organization and data systems, as well as set the technology transformation vision for Humana to better connect consumers to their caregivers and enable better clinical decision making, while also driving greater efficiencies through technology modernization. In making this decision, the Board recognized Mr. Mehta’s more than two decades of experience leading technology teams in large-scale, regulated industries focused on delivering customer-centric solutions. | | | |

  73. Senior Management Succession

    The Board will continue to evaluate the succession planning processes on a regular basis, and provide transparency on our approach to attracting, retaining and cultivating future generations of leadership at the Company. For more information on the role our compensation program plays in this process – including properly incentivizing our management team to progress on Humana’s strategic priorities and core business drivers – please refer to the “Compensation Discussion and Analysis” of this proxy statement. Stockholder Engagement The Board, together with its committees and the Company’s management team, routinely interacts with our stockholders, and reviews and responds to the feedback received from them – through formal stockholder engagements, stockholder voting results and routine communication during the year – creating a feedback loop of transparency into our compensation and governance practices. The continuous dialogue supplements the Board’s customary review of our governance and compensation programs, policies and/or practices as it considers areas for enhancement or improvement. In addition to the above interactions, the Company routinely meets with stockholders, prospective investors, and analysts throughout the year during industry conferences and other events. The Company’s meeting schedule, presentations to investors and webcast replays are available via the Investor Relations section on our website. From www.humana.com, click on “More Humana” then click on “For Investors” and then click on the tab for “Calendar of Events” or “Historical Webcasts and Presentations.”

  74. Reducing Emissions Through Science-based Targets

    | 38 | Humana | 2025 Proxy Statement • Director Compensation |

  75. Reducing Emissions Through Science-based Targets

    | Name(1)(2)(3) | Fees Earned or Paid in Cash ($)(4) | Stock Awards ($)(4)(5)(6)(7) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($) | All Other Compensation ($)(8) | Total ($) | | Raquel C. Bono, M.D. | 125,000 | 199,886 | — | — | — | 2,655 | 327,541 | | Frank A. D’Amelio | 150,000 | 199,886 | — | — | — | 17,977 | 367,863 | | David T. Feinberg, M.D. | 140,000 | 199,886 | — | — | — | 1,191 | 341,077 | | Wayne A. I. Frederick, M.D. | 145,000 | 199,886 | — | — | — | 42,376 | 387,262 | | John W. Garratt | 140,000 | 199,886 | — | — | — | 1,543 | 341,429 | | Kurt J. Hilzinger | 365,000 | 199,886 | — | — | — | 44,515 | 609,401 | | Karen W. Katz | 145,000 | 199,886 | — | — | — | 43,410 | 388,296 | | Marcy S. Klevorn | 140,000 | 199,886 | — | — | — | 23,699 | 363,585 | | William J. McDonald | 41,667 | 66,474 | — | — | — | 86,109 | 194,250 | | Jorge S. Mesquita | 125,000 | 199,886 | — | — | — | 41,728 | 366,614 | | Brad D. Smith | 125,000 | 199,886 | — | — | — | 1,846 | 326,732 | | Gordon Smith | 125,000 | 200,113 | — | — | — | 0 | 325,113 |

  76. Reducing Emissions Through Science-based Targets

    | Director Compensation • 2025 Proxy Statement | Humana | 39 |

  77. Reducing Emissions Through Science-based Targets

    | 40 | Humana | 2025 Proxy Statement • Director Compensation |

  78. Aligning our Executive Compensation Program with our Strategic Priorities

    Aligning our Executive Compensation Program with our Strategic Priorities Each year, the Committee evaluates our incentive compensation program for alignment with our strategic priorities and expectations for the business. In designing our programs for 2024, the Committee considered the near-term uncertainty in setting long-term financial targets due to the lack of visibility into the normalization of medical claims costs for the MA industry. Given this environment, the Committee determined it was appropriate to revise the structure of our performance stock units (PSU) to increase the weighting on core Strategic Measures (which are expected to contribute to long-term financial performance) to 70% of the PSU (measured and vested over three years) and include a one-year adjusted EPS measure weighted at 30% (measured over one year but vesting over three years). The program continues to have a relative TSR modifier of +/- 20% to reflect appropriate alignment to shareholder returns over the performance period. The Committee believes that this structure appropriately balances (1) the uncertainty in setting long-term financial targets in this dynamic and uncertain environment, (2) the need to incentivize the long-term advancement our of strategy despite the uncertainly in setting long-term financial targets, and (3) the importance of creating clear, achievable targets for our executive officers that are aligned to the creation of long-term shareholder value. For a detailed description of the 2024 PSU Program, please refer to the section titled “Design of Long-Term Incentives Granted in 2024 – 2024 Equity Award Summary” in this CD&A. In approving the 2024 PSU structure, the Committee noted its expectation for this structure to remain in place for only one year, intended to reflect the necessary adjustments to a year of unique transition. Throughout the decision-making process to apply this temporary measure, the Committee remained steadfast in our commitment to our long-standing compensation philosophy and principles, and intended to return to a PSU structure featuring a traditional three-year financial metric moving forward as the Company focuses on its continued transformation. In February 2025, the Committee carried through on this commitment, approving a 2025 PSU structure with a financial measure focused on relative TSR over the three-year period, coupled with operational and strategic measures focused on our Star Ratings recovery and operational productivity goals, each of which are directly tied to the Company’s financial performance.

  79. Engaging with and Hearing Our Stockholders

    | 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 and other executive officers to maintain minimum stock ownership levels (7x and 3x base salary, respectively). These requirements illustrate our belief in aligning the interests of our executives with the interests of our stockholders. | | ✓ | Market-based Compensation. We perform regular market compensation analysis to maintain competitiveness of our executive compensation program. | | ✓ | Peer Group. We leverage a robust peer group comprised of companies in the managed care industry, health care services and facilities industry, and financial and other insurance-related industries to benchmark and assess our compensation programs and practices. | | ✓ | Change in Control and Executive Severance Policies. We have a Severance Policy and Change in Control Policy, applicable to the CEO and other executive officers with restrictive covenants that align with the applicable severance period for any benefits. | | ✓ | Clawback Policy. We maintain a clawback policy that both complies with recently adopted regulatory requirements and continues to apply to all incentive-based compensation in connection with improper conduct. Our current policy was adopted by the Board of Directors effective October 2, 2023 (replacing our prior policy in its entirety). |

  80. Chief Executive Officer Transition

    Chief Executive Officer Transition In 2023, following a rigorous and thorough search conducted by the Board, Humana identified Jim Rechtin to succeed Bruce Broussard as our President and Chief Executive Officer. As part of a deliberate transition plan, Mr. Rechtin joined the Company in January 2024 as our Chief Operating Officer, during which time he performed a disciplined, objective review of the Company and spent time with the Company’s associates. Following this transition period, Mr. Rechtin was elected as our President and Chief Executive Officer on July 1, 2024, at which time Mr. Broussard stepped down from that role. For additional information on our CEO Succession Planning Processes, please refer to the section titled “Management Succession and Leadership Development Planning – 2024 CEO Succession” in this proxy statement. For additional information regarding Mr. Broussard’s Transition & Separation Agreement with the Company, please refer to the section titled “Potential Payments Upon Termination or Change in Control of the Company — Mr. Broussard’s Transition Agreement” in this proxy statement. Mr. Rechtin’s annual award structure aligns with our overall pay for performance compensation philosophy and is comprised of the same equity mix as our other named executive officers to ensure full alignment of our management team. In connection with joining the Company, the Committee granted Mr. Rechtin an initial equity award of comprised of (i) time-based restricted stock units (“RSUs”) with a value equal to approximately $3,000,000 on the date of grant and (ii) stock options with a grant date fair value equal to approximately $3,000,000. This initial award was designed to establish an important and immediate long-term equity position as our incoming CEO. The Committee determined that the equal split between time-based RSUs and stock options reflected an appropriate balance between at-risk equity compensation opportunity and immediate stock price exposure. Further details of Mr. Rechtin’s annual compensation structure and equity grant is discussed in the section titled “Overview of Compensation Elements” in this CD&A.

  81. January 2025 Chief Financial Officer Transition

    January 2025 Chief Financial Officer Transition In late 2024, following an extensive search process, Humana’s Board named Celeste Mellet our Chief Financial Officer. Ms. Mellet succeeded Susan Diamond as our Chief Financial Officer in January 2025. Consistent with our multi-year succession planning process for the CEO position, Ms. Diamond will serve in an advisory role through the end of 2025 to ensure a smooth transition for Ms. Mellet. For additional information regarding Ms. Diamond’s Transition Agreement with the Company, please refer to the section titled Potential Payments Upon Termination or Change in Control of the Company — Ms. Diamond’s Transition Agreement” in this proxy statement. Similar to Mr. Rechtin, Ms. Mellet’s annual compensation will align with our overall pay for performance compensation philosophy and is comprised of the same equity mix as our other named executive officers to ensure full alignment of our management team. In addition, to replace certain elements of compensation to which Ms. Mellet was entitled or eligible in connection with her prior employment that were forfeited, and to attract her to Humana, Ms. Mellet received (i) a cash sign-on payment (“Sign-On”) in the aggregate amount of $7,300,000, payable in three installments (and all or a portion of which is repayable by Ms. Mellet if she voluntarily leaves employment by the Company prior to completing certain service time requirements), and (ii) an initial equity award comprised of restricted stock units with a value equal to approximately $6,000,000 on the date of grant and vesting in three equal annual installments on the first, second and third anniversary of the date of the grant. Full details of Ms. Mellet’s 2025 compensation will be disclosed in the 2026 proxy statement, and additional information regarding Ms. Mellet’s annual compensation can be found in her Offer Letter with the Company, which is attached as an Exhibit to our 2024 Annual Report on Form 10-K.

  82. Other NEO Additions – President of Enterprise Growth

    Mr. Dintenfass’s annual compensation package is aligned with our overall compensation philosophy and program design for our named executive officers to ensure full alignment of our management team. In addition, to replace certain elements of compensation to which Mr. Dintenfass was entitled or eligible in connection with his prior employment that were forfeited, Mr. Dintenfass received (i) a cash sign-on payment of $6,500,000 (which Mr. Dintenfass is required to repay in full if he voluntarily leaves the Company prior to completing two years of service) and (ii) an initial equity grant valued at approximately $8,500,000, comprised of 50% time-based restricted stock units and 50% stock options, with each award vesting in three equal annual installments on the first, second and third anniversary of the date of the grant. Compensation Framework Compensation Program Design Principles Our executive compensation program is designed to attract, retain, focus and motivate leaders to achieve strategic milestones and performance objectives that advance and grow our integrated care-delivery model. We design our executive compensation programs to challenge participants as well as reward them for superior performance for our Company and our stockholders. Our compensation program is predicated on three interconnected design principles: Key Compensation Program Governance Components Our robust and structured compensation program reflects the Committee’s belief that strong corporate governance is imperative for prudent compensation decision-making. Below are key governance elements of our compensation programs. We also identify certain common pay practices that we do not follow because they do not align with the strict standard of governance that we apply to our compensation programs.

  83. Other NEO Additions – President of Enterprise Growth

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

  84. Other NEO Additions – President of Enterprise Growth

    Say-on-Pay Support Our 2024 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 2024 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. The feedback loop illustrated below further demonstrates how investor sentiment on say-on-pay is considered by the Committee in its evaluation of compensation plan design, policies and decision-making process. 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.

  85. Other NEO Additions – President of Enterprise Growth

    | Peer Group Considerations and Characteristics | | | Industry | Operates in a similar industry (Managed Care, Healthcare, Primary Care, Home, Pharmacy) | | Strategic Interest | Similar strategic interest (Well-being, Research, Informatics) | | Talent | Compete for executive talent | | Capital | Compete for capital investments | | Growth Profile | Similar growth profile/trajectory | | Constituents | Similar customers, providers, or product offerings |

  86. Other NEO Additions – President of Enterprise Growth

    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. Following its annual review, the Committee determined that no modifications were needed and subsequently approved the following peer group (the “Peer Group”) for 2024 compensation decisions:

  87. Other NEO Additions – President of Enterprise Growth

    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.” AIP payout is calculated based on Annual Base Salary (or Annualized Base Salary for hourly associates) during the AIP Performance Period, as defined under the AIP Plan Document. Annual Base Salary under AIP excludes any unpaid leave or overtime and is pro-rated for the number of days eligible during the plan year. Further, in the event of a pay change during the plan year, the Annual Base Salary is pro-rated for the number of days at each base salary, which will result in a blended base salary. Refer to section titled “2024 AIP Performance Results” for discussion of AIP payout of our Named Executive Officers. On an annual basis the Committee, in consultation with its independent compensation consultant, reviews and approves the AIP as illustrated below:

  88. Other NEO Additions – President of Enterprise Growth

    | Annual Committee AIP Approval Process | | | | | | | | 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. |

  89. Other NEO Additions – President of Enterprise Growth

    | (1) 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. |

  90. Other NEO Additions – President of Enterprise Growth

    | Named Executive Officer | 2024 Annualized Base Salary(1) | 2024 Target Opportunity | Funding Rate | Actual Payout | | James A. Rechtin(2) | $1,154,372 | 177% | | $1,943,477 | | Bruce D. Broussard | $1,311,475 | 200% | | $2,491,803 | | Susan M. Diamond(3) | $849,372 | 113% | | $911,377 | | David E. Dintenfass | $633,060 | 100% | 95% | $601,407 | | Sanjay K. Shetty, M.D. | $695,902 | 100% | | $661,107 | | George Renaudin II(4) | $721,038 | 110% | | $756,626 |

  91. Other NEO Additions – President of Enterprise Growth

    | (1) Pay increases occurred during the AIP Performance Period with respect to certain of our Named Executive Officers resulting in a blended base salary. |

  92. Other NEO Additions – President of Enterprise Growth

    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:

  93. Other NEO Additions – President of Enterprise Growth

    | • | Ensures that our long-term incentive compensation program is not overly dependent upon rTSR as an independent measure; and |

  94. Other NEO Additions – President of Enterprise Growth

    | • | Adjusts to general economic conditions that would impact all companies in our Peer Group. |

  95. Other NEO Additions – President of Enterprise Growth

    Design of Long-Term Incentives Granted in 2024 In determining the structure and mix for long-term incentives granted to the Company’s NEOs in February 2024, the Committee considered the challenging environment facing the Company as the Medicare Advantage industry navigates a complex and dynamic period of change, including the need to balance uncertainty in setting long-term financial targets, the need to incentivize the long-term advancement our of strategy, and the importance of creating clear, achievable targets for our executive officers. Following this review and analysis, the Committee, in consultation with its independent compensation consultant, determined that to address these challenges it was in the best interest of the Company and its stockholders to (i) maintain the mix of long-term incentive as granted to our executive officers in 2023 and (ii) make a one-time adjustment to the overall design of our performance stock units, as discussed further below. 2024 Equity Award Summary

  96. Other NEO Additions – President of Enterprise Growth

    | Restricted Stock Units | Stock Options | | 25% | 25% | | • 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 |

  97. Other NEO Additions – President of Enterprise Growth

    | Performance-Based Stock Units | | 50% | | To address the near-term uncertainty in setting long-term financial targets that faced the Company in February 2024 as a result of the significant and unanticipated increase in medical costs trends in the Medicare Advantage industry during 2023 which accelerated further late in the year, the Committee, in consultation with its independent compensation consultant, determined that it was in the best interest of the Company and its stockholders to make a one-time adjustment to the overall design of our performance stock units to (i) increase the weighting on core strategic measures that are expected to contribute to long-term financial performance; (ii) focus on driving expected financial performance for 2024; and (iii) maintain a relative TSR modifier to reflect appropriate alignment to shareholder returns over the performance period. Key elements of our 2024-2026 PSUs are summarized below. The Committee views 2024 as a transitional year as reflected by the temporary design modification of performance stock units and remains committed to its long-term compensation philosophy and principles. In February 2025, the Committee carried through on this commitment, approving a 2025 PSU structure with a financial measure focused on relative TSR over the 2025-2027 three-year period, coupled with operational and strategic measures focused on our Star Ratings recovery and operational productivity goals, each of which are directly tied to the Company’s financial performance. |

  98. Other NEO Additions – President of Enterprise Growth

    | 2024-2026 PSU Awards | | | | | | | Weighting | Minimum 50% | Target 100% | Maximum 150% | | Financial Measure: 2024 Adjusted EPS | 30% | — | $16.00 | $20.00 | | Strategic Measures(1): Integrated Health Clinical Innovation | 70% | 50% | 100% | 200% | | rTSR Modifier | + /-20% | | | |

  99. Other NEO Additions – President of Enterprise Growth

    | rTSR Modifier (2024 Peer Group as Comparator Group) Ranked on a percentile basis against peers; +/- 20% is determined after Adjusted EPS 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% |

  100. Other NEO Additions – President of Enterprise Growth

    | Named Executive Officer | PSUs 50%(2) | RSUs 25% | Options 25% | Total 2024 LTI Award | | James A. Rechtin | $3,000,000 | $1,500,000 | $1,500,000 | $6,000,000 | | Bruce D. Broussard | $0 | $8,000,000 | $0 | $8,000,000 | | Susan M. Diamond | $1,900,000 | $950,000 | $950,000 | $3,800,000 | | David E. Dintenfass | $1,275,000 | $637,500 | $637,500 | $2,550,000 | | Sanjay K. Shetty, M.D. | $1,250,000 | $625,000 | $625,000 | $2,500,000 | | George Renaudin II | $1,325,000 | $662,500 | $662,500 | $2,650,000 |

  101. Other NEO Additions – President of Enterprise Growth

    | (2) Performance-based restricted stock units are shown at target value. |

  102. Other NEO Additions – President of Enterprise Growth

    | (3) In determining Mr. Broussard’s stock-based compensation for 2024, the Committee, in consultation with its independent compensation consultant, considered the most effective manner to continue to ensure appropriate pay outcomes and alignment of incentives for Mr. Broussard as the Company planned and executed a smooth CEO Transition with flexibility on the timing for this transition. Following this review, the Committee determined that shifting to a mix of 100% RSUs, and significantly reducing the size of Mr. Broussard’s award, best balanced the anticipated timeline for Mr. Broussard’s tenure as CEO while aligning his interests with those of the Company and its stockholders both before and after his retirement as our CEO as he continues to support Mr. Rechtin and provide strategic advisory services to the Company. |

  103. Other NEO Additions – President of Enterprise Growth

    Results of Our Performance-Based Restricted Stock Units Granted in 2022 Design Framework In 2022, the Committee granted performance-based stock unit awards to our then-serving NEOs (Mr. Broussard, Ms. Diamond, and Mr. Renaudin), 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, 2022 and ending December 31, 2024, referred to herein as our “2022-2024 PSU Awards.” The 2022-2024 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 2022-2024 PSU Awards, which provide for incremental payout between steps:

  104. Other NEO Additions – President of Enterprise Growth

    | 2022-2024 PSU Awards | | | | | | | Weighting | Minimum (50%) | Target (100%) | Maximum (200%) | | Financial Measure: Adjusted ROIC | 70% | 11.00% | 11.95% - 12.25% | 13.20% | | ✓ 3-Year Average ROIC target of 12.10%, 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% | | | |

  105. Other NEO Additions – President of Enterprise Growth

    | 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% |

  106. Other NEO Additions – President of Enterprise Growth

    | (1) For purposes of the 2022-2024 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 |

  107. Other NEO Additions – President of Enterprise Growth

    Alignment of Strategic Measures In 2022, the Committee determined that our PSUs would continue to include strategic measures to drive management focus on the Company’s long-term transformation to become an integrated healthcare company and improve the quality of care delivered to our members, complimenting the long-term focus on delivering returns on invested capital through a focus on Adjusted ROIC. The strategic measures included in the 2022-2024 PSU Awards directly align to these long-term strategic priorities, as summarized below. Performance Achievement Results When determining the vesting value of the 2022-2024 PSU Awards, the Committee reviewed final Company results showing a three-year average Adjusted ROIC of 11.61% as determined under the terms of the 2022-2024 PSU Awards, reflecting both the financial and operational performance of the Company over the three-year period between the target and minimum range. The Committee also reviewed strong performance on the strategic measures noted above, and their impact on positioning the Company for long-term success through the advancement of our healthcare services platform. Finally, the Committee reviewed the Company’s rTSR ranking in the 7.4th percentile of the comparator group, which resulted in a 20% reduction to the performance metrics achieved under the 2022-2024 PSUs. During its February 2025 meeting, based on the review described above, the Committee approved an award payout at 87.0% of target amounts, as determined under the terms of the 2022-2024 PSU Awards, with no discretionary exceptions or adjustments, as shown below.

  108. Other NEO Additions – President of Enterprise Growth

    | | Final Result | Funding Rate | Weighting | Modifier | Final Payout Results | | Adjusted ROIC | 11.61% | 82.0% | 70% | | 57.4% | | Strategic Measures | Target – Max | 171.5% | 30% | | 51.4% | | 2021-2023 PSU Metric Performance | | | | | 108.8% | | rTSR Modifier | 7.4th Percentile | | | -20.0% | | | Final Payout | | | | | 87.0% |

  109. Other NEO Additions – President of Enterprise Growth

    | 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 |

  110. Other NEO Additions – President of Enterprise Growth

    | Clawback Policy | | We have adopted a Compensation Recoupment Policy (“Recoupment Policy”) that covers each of our executive officers and is intended to comply with the requirements of Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual with respect to the mandatory recovery of certain specified financial-based incentive compensation in connection with specified accounting restatements, without regard to the fault of an executive officer. In addition, our Recoupment Policy also incorporates our long-standing recoupment policies in the event that an executive officer engages in certain specified improper conduct that in the discretion of the Committee is likely to cause or has caused material financial, operational or reputational harm to the Company. A potential recoupment in connection with improper conduct applies to all forms of incentive compensation. A copy of our Recoupment Policy is filed with the SEC as an exhibit to our most recent Annual Report on Form 10-K. | | Anti-Hedging and Pledging Policy | | All of our associates and Board Directors are prohibited from engaging in short-term, speculative transactions in Company securities and therefore prohibits any hedging or pledging of Company securities, including puts, calls or other derivative securities. | | Equity Grant Policy and Procedures | | Our policy is to grant stock options and similar awards in the ordinary course of business in connection with our annual compensation program, hiring new employees, and in recognition of the retention or promotion of employees from time to time. We do not grant stock options or similar awards in anticipation of the release of material nonpublic information, such as a significant positive or negative earnings announcement, and do not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which the Company is aware of material nonpublic information about our Company, including (i) during “blackout” periods established in connection with the public release of earnings information under our insider trading policy (each, a “Blackout”) or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information (each, a “Filing Window”). Under our current practices, stock options are only granted to our executive officers, who do not choose or have influence over the grant date for their individual stock option grants. Stock option grants to our executive officers are generally approved annually at a meeting of our Organization & Compensation Committee that is held during the first quarter of each year, and the grants are generally effective on the first trading day after the meeting on which the grants are eligible to be made under our grant policies discussed above. For example, if the meeting occurs during a Blackout or a Filing Window, the stock option grants will not be effective until after the first business day following the earnings announcement, unless such day is within a Filing Window, in which case such grants will not be effective until after the first business day following the filing of the applicable report with the Securities and Exchange Commission. During the period covered by this report, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. |

  111. 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 ($)(4) | Total ($) | | James A. Rechtin(5)(8) Chief Executive Officer | 2024 | 1,105,769 | — | 7,317,483 | 4,495,979 | 1,943,477 | — | 716,768 | 15,579,476 | | Bruce D. Broussard(9) Former Chief Executive Officer | 2024 | 1,344,231 | — | 8,000,037 | 0 | 2,491,803 | — | 221,093 | 12,057,164 | | | 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 | | Susan M. Diamond(8)(10) Chief Financial Officer | 2024 | 846,192 | — | 6,733,897 | 948,087 | 911,377 | — | 177,961 | 9,617,514 | | | 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 | | David E. Dintenfass(6) President, Enterprise Growth | 2024 | 605,769 | 5,684,000 | 6,084,670 | 4,877,489 | 601,407 | — | 208,222 | 18,061,557 | | Sanjay K. Shetty, M.D.(7)(8) President, CenterWell | 2024 | 694,808 | 550,000 | 3,798,420 | 623,769 | 661,107 | — | 107,159 | 6,435,263 | | | 2023 | 493,269 | 1,400,000 | 1,401,072 | 449,844 | — | — | 837,756 | 4,581,941 | | George Renaudin II(8) President, Insurance | 2024 | 717,885 | — | 3,906,380 | 661,165 | 756,626 | — | 110,025 | 6,152,081 | | | 2023 | 655,000 | — | 1,712,892 | 548,910 | — | — | 135,676 | 3,052,478 |

  112. ORGANIZATION & COMPENSATION COMMITTEE

    | (a) This amount is also listed in the Nonqualified Deferred Compensation table. |

  113. CEO Assessment

    | Year | Summary Compensation Table Total for | | Compensation Actually Paid to | | Average Summary Compensation Table Total for | Average Compensation Actually Paid to | Value of Initial Fixed $100 Investment Based On: | | | | | | PEO 1 ($) (1) (b)(1) | PEO 2 ($) (1) (b)(1) | PEO 1 ($) (2) (c)(1) | PEO 2 ($) (2) (c)(2) | Non-PEO NEOs ($) (3) (d) | Non-PEO NEOs ($) (4) (e) | Total Shareholder Return ($) (5) (f) | Peer Total Shareholder Return ($) (6) (g) | Net Income ($mm) (7) (h) | Adjusted EPS ($) (8) (i) | | 2024 | 15,579,477 | 12,057,164 | 9,229,775 | 184,356 | 10,066,604 | 6,262,690 | 72 | 126 | 1,124 | 16.21 | | 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 |