Humana Inc. Reports Board Changes and Executive Compensation Updates

TL;DR

Humana's board is shuffling, and exec pay plans are changing. Keep an eye on this.

AI Summary

On December 3, 2024, Humana Inc. filed an 8-K report detailing changes in its board of directors and executive compensation arrangements. The filing indicates the departure of certain officers and the election of new directors, alongside updates to compensatory plans for key executives. Specific details regarding the individuals involved and the financial implications of these compensatory arrangements are outlined within the report.

Why It Matters

Changes in a company's board and executive compensation can signal shifts in strategic direction or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in executive leadership and compensation can introduce uncertainty regarding future strategy and financial performance.

Key Players & Entities

• Humana Inc. (company) — Registrant
• December 3, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $975,000 — "), which provides for a base salary of $975,000 and eligibility to participate at the 1
• $6,000,000 — its with a value equal to approximately $6,000,000 on the date of grant. In connection wit
• $4,000,000 — ve a total annual equity grant value of $4,000,000 (the "2025 Annual Grant"), made in the
• $7,300,000 — ("Sign-On") in the aggregate amount of $7,300,000, payable in three installments as follo
• $700,000 — ployment, (2) the second installment of $700,000, on or near the first anniversary of Ms
• $600,000 — yment, and (3) the third installment of $600,000, on or near the second anniversary of M
• $30,000 — hing charitable contribution benefit of $30,000 annually. The foregoing summaries of
• $12.89 — ds to reaffirm its guidance of at least $12.89 in diluted earnings per common share ("
• $16.00 — gs per common share ("EPS") or at least $16.00 in adjusted earnings per common share (

Filing Documents

• hum-20241203.htm (8-K) — 47KB
• exhibit991release.htm (EX-99.1) — 15KB
• humanalogoa.jpg (GRAPHIC) — 14KB
• 0000049071-24-000058.txt ( ) — 210KB
• hum-20241203.xsd (EX-101.SCH) — 2KB
• hum-20241203_lab.xml (EX-101.LAB) — 21KB
• hum-20241203_pre.xml (EX-101.PRE) — 12KB
• hum-20241203_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Members of the Company's senior management team are scheduled to meet with investors and analysts at various meetings between December 3, 2024 and December 31, 2024. During these meetings, the Company intends to reaffirm its guidance of at least $12.89 in diluted earnings per common share ("EPS") or at least $16.00 in adjusted earnings per common share ("Adjusted EPS"), in each case for the year ending December 31, 2024 ("FY 2024"). This guidance is consistent with the guidance issued in Humana's press release dated October 30, 2024. The Company has included Adjusted EPS in this current report, a financial measure that is not in accordance with Generally Accepted Accounting Principles ("GAAP"). Management believes that this measure, when presented in conjunction with the comparable measure of GAAP EPS, provides a comprehensive perspective to more accurately compare and analyze the Company's core operating performance over time. Consequently, management uses Adjusted EPS as a consistent and uniform indicator of the Company's core business operations from period to period, as well as for planning and decision-making purposes and in determination of incentive compensation. Adjusted EPS should be considered in addition to, but not as a substitute for, or superior to, GAAP EPS. A reconciliation of GAAP EPS to Adjusted EPS follows: Diluted earnings per common share FY 2024 Guidance GAAP approximately $12.89 Amortization of identifiable intangibles 0.50 Put/call valuation adjustments associated with Company's non-consolidating minority interest investments 1.17 Impact of exit of employer group commercial medical products business 1.14 Value creation initiatives 1.25 Cumulative net tax impact of non-GAAP adjustments (0.95) Adjusted (non-GAAP) – FY 2024 projected approximately $16.00 Cautionary Statement This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigat

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibit s: Exhibit No. Description 99.1 Press Release, CFO Transition 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. HUMANA INC. BY: /s/ Joseph M. Ruschell Joseph M. Ruschell Vice President, Associate General Counsel & Corporate Secretary Dated: December 3, 2024

View Full Filing

View this 8-K filing on SEC EDGAR