Humana (HUM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 16, 2026, with voting on ten director nominees, auditor ratification, executive compensation, a new stock incentive plan, and a shareholder proposal.

• 2025 performance highlighted resilience, operational efficiency, and improved member experience, with Adjusted EPS of $17.14, outperforming initial guidance.

• Strategic focus on Medicare Advantage, clinical excellence, and consumer-centric innovation, with significant investments in Medicaid and CenterWell businesses.

• Board and management emphasize transformation, customer-centricity, and sustainable growth.

Voting matters and shareholder proposals

• Proposals include election of ten directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory vote on executive compensation, approval of the 2026 Stock Incentive Plan, and a shareholder proposal on golden parachutes.

• Board recommends voting for all management proposals and against the shareholder proposal.

• Shareholder proposal seeks a vote on executive severance exceeding 2.99x salary plus bonus; board opposes, citing existing safeguards and market competitiveness.

Board of directors and corporate governance

• Board comprises ten nominees with diverse backgrounds in healthcare, finance, technology, and consumer sectors; 90% are independent, 30% women, and 20% racially/ethnically diverse.

• Regular board refreshment, annual self-evaluations, and committee rotations ensure robust oversight.

• Board leadership is separated from CEO role; Chairman is independent.

• Committees include Audit, Organization & Compensation, Nominating, Governance & Sustainability, Technology, Investment, and Clinical Quality.

• Director stock ownership guidelines require 5x annual cash retainer.