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Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Humana Inc.

500 West Main Street

Louisville, Kentucky 40202

(Top Photo: Kurt Hilzinger;

Bottom Photo: Bruce Broussard)

Total Stockholder Return

Returned to Stockholders

Dear Fellow Stockholders:

We would like to invite you to attend the Annual Meeting of Stockholders of Humana Inc., to be held on Thursday, April 23, 2020, at 9:30 a.m., Eastern Time, in the 25^th floor Auditorium of the Company’s headquarters, located at 500 West Main Street, in Louisville, Kentucky. The meeting will also be webcast via the Internet at the Investor Relations section of the Company’s website, www.humana.com. This proxy statement contains information about our Company and the three proposals to be voted upon by stockholders at the meeting. Please give this information your careful attention.

This year, we will once again be taking advantage of U.S. Securities and Exchange Commission (SEC) rules that allow us to furnish proxy materials to our stockholders on the Internet. These materials will be available on the Internet on or about March 4, 2020. We continue to believe that Internet delivery of our proxy materials allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.

We hope you can attend the meeting. However, even if you are unable to join us, we urge you to still exercise your right as a stockholder and vote by telephone, mail or using the Internet. The vote of every stockholder is important.

This proxy statement is being mailed or transmitted on or about March 4, 2020, to our stockholders of record as of February 24, 2020.

2019 Reflections

Humana had a remarkable year of success and growth in 2019. We’re proud of how we performed against our key financial goals for the year, while continuing to advance our strategy and invest in the longer-term aspects of our business. We delivered above target Adjusted earnings per diluted common share (EPS) growth of 23 percent, while growing our individual Medicare Advantage (MA) membership by over a half million members, or 17 percent - our highest in a decade and far exceeding industry growth. We also saw strong improvements in quality as reflected in our Star scores, and as of August 2019, we had approximately 92 percent of MA members in 4-Star or higher plans, as well as an increase in our net promoter scores (NPSt) and improved clinical outcomes, including continued reductions in inpatient hospital admissions per thousand members. During 2019 we also made significant strides in advancing our strategy including, deepening our Medicaid capabilities; expanding our senior-focused, payor-agnostic primary care centers; maturing our home health capabilities; expanding our pharmacy operations; and making significant investments in technology to create an interoperable health ecosystem that improves health outcomes and experience.

We attribute this success to our disciplined and committed team’s ability to focus and execute on building a strong value proposition for our members and customers, our continued partnership with providers, and our ongoing successful efforts to improve the Company’s productivity, while making crucial investments in clinical programs and technology integration to advance our strategy. Looking ahead, we are committed to delivering strong short-term performance and EPS growth while investing in transformative capabilities for the long-term sustainability of the Company. We intend to execute our strategic plan with operational excellence while balancing the needs of all stakeholders, including members, associates, clinician partners, governmental partners and our stockholders. We believe what sets us apart from our competitors is the uniqueness of our business model - a consumer, health-focused integrated care model oriented toward seniors. To that end, we will continue to enrich our differentiated model by focusing on the following key priorities: expanding our local presence via primary care centers, the home and value-based partnership models; modernizing our digital and analytics infrastructure; and developing a clinical workflow that integrates our clinical assets and provides patient centered care through technology and analytics.

We would like to thank our associates for fully embracing and working to advance our Company’s vision; our members for choosing and trusting us with their healthcare needs; our clinician partners for uniting with us to improve population health with better health outcomes and reduced healthcare costs; our governmental partners for their efforts in driving public healthcare discussion and inspiring innovations to create value for our consumers; and lastly our stockholders, for your belief in and commitment to our Company’s strategies and mission as evidenced through your investment in our organization.

Sincerely,

Kurt J. Hilzinger

Chairman of the Board

and Stockholder

March 4, 2020

Bruce D. Broussard

Director, President and Chief Executive Officer

and Stockholder

March 4, 2020

1.  Elect the twelve (12) director nominees named in the proxy statement.

2.  Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020.

3.  Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers.

4.  Consider any other business properly brought before the meeting.

Your vote is important so that as many Shares as possible will be represented. Please vote by one of the following methods:

•  BY INTERNET

•  BY TELEPHONE

•  BY RETURNING YOUR PROXY CARD (if you elected to receive printed materials)

See instructions on your proxy card or at the voting site (www.ProxyVote.com).

View our proxy materials for the Annual Meeting on the Internet; and

Instruct us to send our future proxy materials to you electronically by e-mail.

Frequently Asked Questions  •  2020 Proxy Statement  |  Humana

Election of the twelve (12) director nominees named in this proxy statement to serve on the Board of Directors of the Company;

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020; and

A non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement.

FOR the election of each of the twelve (12) director nominees named in this proxy statement;

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020; and

FOR the approval of the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement.

FOR the election of each of the twelve (12) director nominees named in this proxy statement;

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020; and

FOR the approval of the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement.

the election of directors;

the approval of the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement; and

the frequency with which future non-binding advisory stockholder votes on the compensation of the Company’s Named Executive Officers will be held.

Proposal

Vote Required for

Approval

Effect of

    Abstentions    

Broker

    Discretionary    
Voting
Allowed⁽²⁾

    Unmarked/Signed    

Proxy Cards

Election of directors

The number of votes
cast for a nominee

exceeds the number
of votes cast against
that nominee.⁽¹⁾

Ratification of the
appointment of the

independent registered

public accounting firm

Non-binding advisory vote

to approve executive

compensation

Majority of shares

present and entitled

to vote

Under the Company’s Majority Vote Policy, following election to our Board of Directors, a director is required to submit his or her irrevocable resignation to our Board of Directors conditioned upon (a) the director not achieving the requisite stockholder vote at any future meeting at which he or she faces re-election, and (b) acceptance of the resignation by the Board of Directors following that election. The Board of Directors has 90 days after a director fails to achieve the requisite stockholder votes to determine whether or not to accept the director’s resignation and to report this information to our stockholders.

If you are a beneficial owner whose Shares are held of record by a broker or other NYSE member organization, you must instruct the broker how to vote your Shares. If you do not provide voting instructions, your Shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” A broker non-vote will not affect the outcome of the vote for the matters being presented for action at the Annual Meeting, because they are not considered to be votes cast.

By Internet.   The website for voting is http: //www.ProxyVote.com. In order to vote on the Internet, you need the control number on your proxy card. Each stockholder has a unique control number so we can ensure all voting instructions are genuine

Frequently Asked Questions  •  2020 Proxy Statement  |  Humana

By telephone.   If you are a registered holder in the United States or Canada, you may call 1-800-690-6903. The telephone voting system is available 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on Wednesday, April 22, 2020, the day before the Annual Meeting. In order to vote by telephone, you need the control number on your proxy card. Each stockholder has a unique control number so we can ensure all voting instructions are genuine and prevent duplicate voting. Once you are logged on the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions. If you use the telephone voting system, you do not need to return your proxy card.

By mail.   Mark your voting instructions, sign and date the proxy card and then return it in the postage-paid envelope provided. If you mail your proxy card, we must receive it before 12:00 p.m., Eastern Time, on Friday, April 17, 2020. If you are returning your proxy card to Broadridge, they must receive it before 10:00 a.m., Eastern Time, on Wednesday, April 22, 2020, the day before the Annual Meeting.

In person.   Attend the Annual Meeting. Mark your voting instructions and deliver to the Inspectors of Election. However, you can vote by methods 1, 2 or 3 above prior to the meeting and still attend the Annual Meeting. In all cases, a vote at the Annual Meeting will revoke any prior votes. Please note that if your Shares are held through a bank, broker or other nominee, you will need to bring proof of ownership to the Annual Meeting in order to vote.

By Internet — simply log in and resubmit your vote — Broadridge will only count the last instructions;

By Telephone — simply sign in and resubmit your vote — Broadridge will only count the last instructions;

By Mail — you must give written notice of revocation to Broadridge, 51 Mercedes Way, Edgewood, NY 11717 or by fax at 1-515-254-7733, submit another properly signed proxy with a more recent date, or vote in person at the Annual Meeting. For written and fax notices, you must include the control number that is printed on the upper portion of your proxy card.

Frequently Asked Questions  •  2020 Proxy Statement  |  Humana

We reported EPS of $20.10 and Adjusted EPS of $17.87*, exceeding both our initial GAAP EPS guidance of approximately $16.60 to $17.10 and Adjusted EPS guidance of approximately $17.00 to $17.50, as we increased our public Adjusted earnings estimate three times over the course of the year as a result of strong operating performance.

Our 2019 earnings outperformance was fueled by continued strong Medicare Advantage results.

We returned over $1.3 billion to our stockholders in the form of share repurchases and in dividends, and also increased our quarterly dividend to $0.55 per share from $0.50 per share in February 2019 (with a further increase to $0.625 per share in February 2020).

Please refer to section entitled “Organization & Compensation Committee Report” in this proxy statement for a reconciliation of non-GAAP to GAAP financial measures. We encourage each stockholder to read the full financial analysis for year ended December 31, 2019 contained in our Annual Report on Form 10-K, filed with the SEC on February 20, 2020.

Company Overview  •  2020 Proxy Statement  |  Humana

Care for the whole person – emotionally, physically, and spiritually, building inspired communities where health and well-being prosper.

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. At the heart of these efforts lie our Company values, the guiding forces behind all our actions — Inspire Health, Cultivate Uniqueness, Rethink Routine, Pioneer Simplicity, and Thrive Together. 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 “Investor Relations,” then click on “Corporate Governance,” and then click on the link entitled “Corporate Governance Guidelines.”

Role of the Board and Board Leadership

Role of the Board

The business of the Company is managed under the direction of the Board, whose members are elected annually by the Company’s stockholders. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be in the best interests of Humana and its stockholders, while engaging in active and independent oversight of the management of the Company’s business affairs and assets. In order to fulfill its responsibilities to the Company’s stockholders, the Board, both directly and through its committees, regularly engages with management to both evaluate the Company’s current operations and encourage the innovations and strategic imperatives that will drive our success in the future. The Board monitors management performance through reviews of the most critical issues facing the Company, including approval of the Company’s strategy and mission, execution of the Company’s financial and operational goals, oversight of risk management, succession planning, and determination of executive compensation. The Board plans for the future by ensuring management focus 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.

Appreciate individual uniqueness, creating an environment where everyone can fully be themselves, reflecting all of us and the communities we serve.

Work and learn together, transforming the norm to strengthen operational excellence and outcomes.

Take personal accountability, working together to create simple, personalized, quality experiences.

Collaborate openly, building positive relationships to achieve strong, sustainable results for us and the people we serve.

BOARD OF DIRECTORS

Oversees Management of Major Risks

• Legal/Regulatory

• Financial

• Succession Planning

• Strategic

• Legal/Policy

• Reputation

Audit

Committee

Technology

Committee

Investment

Committee

• Financial Statement integrity and reporting

• Legal, regulatory and compliance

• Internal controls

• Cyber security risk oversight

• Executive compensation policies and practices

• Non-executive compensation policies and practices

• Succession planning

• Governance structure and processes

• Legal and policy matters

• Stockholder concerns

• Board refreshment

• Information security, technology and privacy & data protection

• Company IT strategy and consumer facing technology

• Investment objectives and policies

• Investment results and performance evaluation

Management

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.

Duties of Our Chairman

   Serves as Chair of regular sessions of the Board and manages the overall Board process.

   Leads the Board in anticipating and responding to crises.

   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.

   Supports the Nominating & Corporate Governance Committee with 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.

Corporate Governance  •  2020 Proxy Statement  |  Humana

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.

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

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.

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

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.

Performs in-depth organizational structure reviews, through the Organization & Compensation Committee, of line and functional teams within the Company to assess leadership bench strength, culture, succession planning, diversity and related matters. In addition, the Organization & Compensation Committee regularly reviews associate engagement scores, which maintained momentum within the 94^th percentile during 2019, representing world-class levels of engagement.

Hosts an annual succession dinner with rising leaders in the Company, whose leadership position is below management team level, to personally engage with them and allow an opportunity for those leaders to offer feedback directly to the Board.

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 2019, included, (i) a formal education session with external consultants; (ii) guest speaker attendance during select meetings; and (iii) routine briefings on regulatory developments.

2019 Market Visits

•  Partners in Primary Care Centers
(Kansas City, MO)

•  Local Market Office
(Chicago, IL)

•  Studio_h; Humana’s digital health and
analytics headquarters
(Boston, MA)

2019 Board and Committee Meetings

14

Teleconference Meetings

27

In-person Meetings

1

Annual Stockholder Meeting

2019 Director Attendance Average

96%

(Based on aggregated Board and Committee meeting attendance; includes all directors having served during 2019.)

We promote the value of diversity to the Company and work internally with our Network Resource Groups (NRGs) to help rethink routine in community outreach, talent sourcing, hiring, and on-boarding.

Well-being for Each Person

The Company actively promotes culture, diversity and inclusion to foster a workplace where all associates have the freedom to cultivate uniqueness and thrive together.

•  We are committed to building positive working relationships with minority, women and small business enterprises. In support of this effort, we set supplier diversity goals and track diversity among our suppliers to measure our achievement.

•  We have nine employee-led and employee-driven Network Resource Groups (NRGs), open to all employees. Each NRG provides associates with the opportunity to network and grow as a professional while contributing to the Company’s inclusive culture and helping to drive marketplace initiatives. Over 30% of our associates belong to one or more of the nine NRGs.

•  We also established nine local Inclusion & Diversity (I&D) Councils to foster employee inclusion and belonging within the changing landscape of the workforce.

•  We believe having a diverse workforce makes us better equipped to engage with members and to develop enhanced products and services. To achieve our hiring goals we proudly partner with local and national advocacy groups to provide information about open roles, assistance with resume preparation and application submission. We have designed programs that enhance our hiring initiatives aimed toward veterans and military spouses, retiree/mature worker populations, and closing the hiring gap of persons with disabilities versus those without disabilities.

We achieved a goal to have at least 13% of our total 2019 supplier spend go to diverse supplier groups.

Chaired by our CEO, the Executive Inclusion & Diversity Council leverages leadership to weave Inclusion & Diversity into the fabric of our Company’s culture.

We’re working to ensure that our health plan products and services are as affordable as possible, as well as, addressing access to healthcare barriers so our members can receive the care that they need.

Corporate Governance  •  2020 Proxy Statement  |  Humana

We track the health of our members by using the U.S. Centers for Disease Control and Prevention (CDC) four-question core assessment tool, Healthy Days, to measure self-reported mentally and physically unhealthy days of an individual over a 30-day period.

Well-being for Each Community

Our Bold Goal is our population health strategy to help the communities we serve be 20% healthier by 2020 and beyond. To reach our goal, we’re focusing on social determinants of health - conditions in the places where people live, learn, work and play that affect a wide range of health risks and outcomes – and have taken steps to make it easier for people to achieve their best health. By honing in on social determinants of health we are working to remove barriers to health upstream from our traditional health care system. We’re pleased that our Bold Goal efforts have led to behavioral changes across our organization and we’re applying what we learn to community populations.

For our members, we remain committed to serving our country’s sickest and most vulnerable populations in both MA and Medicaid who are in need of quality care and better health outcomes. Our social determinant capabilities provides us with the experience needed to meaningfully participate in the MA Value-Based Design program and Medicaid procurements. We’ve embedded social determinants into our clinical model for healthcare services, allowing our Humana at Home care managers to screen for social determinants of health to develop enhanced care management and planning for our members. In 2019, we scaled social determinants of health screenings to over 1 million, more than double the number of screenings in 2018, and connected those in need to community resources. Our Go365^™ wellness and rewards program is also helping to incentivize people to focus on their health every day – and we’ve seen engagement in the program increase year-over-year since 2016.

For our associates, we receive significant feedback that the Company’s Bold Goal pursuit inspires them to not only want to continue working for the Company, but to also be part of the team effort that ensures we achieve the Bold Goal together. Following our associates’ early achievement of their Bold Gold in 2018, the Associate Well-being Team announced a new goal – to achieve 500,000 more Healthy Days by the end of 2022. We encourage our associates to give back to their communities by offering each associate up to eight hours of paid time off each year to engage in volunteer activities of their choosing. We’ve seen the generosity of our associates through their tracking of volunteer hours and we are getting close to achieving our goal of fifty percent of associates tracking their volunteer time.

We expanded the number of our Bold Goal communities from 7 to 14.

Baton Rouge (LA), Broward County (FL), Chicago (IL), Jacksonville (FL), Kansas City (MO), Knoxville (TN), Louisville (KY), New Orleans (LA), Richmond (VA), San Antonio (TX), Tampa Bay (FL), Houston (TX), Atlanta (GA), Humana Military

Social Determinants of Health help us address the needs of the whole person – food insecurity, loneliness, social isolation, access to transportation – to improve their overall health and well-being.

Our Neighborhood Centers - which are available to all members of the community, regardless of insurance – and SilverSneakers^® program are helping to reduce social isolation and loneliness of our Medicare Advantage members and communities.

ENVIRONMENTAL SUSTAINABILITY INITIATIVES

Reduce Greenhouse Gas Emissions

ETHICAL SUSTAINABILITY INITIATIVES

Ethics & Compliance

•  Our goal is to reduce greenhouse gases 2.1 percent year-over-year (from a 2017 baseline).

•  Efforts to accomplish this goal include our nontraditional workstyle options, offering associates alternative transportation options, partnerships and programs to decrease office energy consumption and to reduce emissions.

•  We calculate GHG emissions in accordance with the methodologies outlined by the GHG Protocol.

•  We provide a full report of our yearly energy consumption and reduction efforts within the Global Reporting Initiative (GRI) Content Index of our CSR report.

•  Our associates are the key to ethics and compliance.

•  We have an Enterprise Compliance team that regularly communicates and engages with associates on ethics and compliance topics throughout the year.

•  We require all associates (including executive officers and independent directors) and contractors to complete an annual training course on ethics and compliance matters.

•  Our goal is to increase our waste diversion rate to 60 percent.

•  We promote and track our reduction and recycling efforts and make it convenient for our associates to recycle at all of our facilities.

•  We are committed to continuously enhancing and strengthening our technology infrastructure and security protocols.

•  We employ best-practice precautions to safeguard information and protect our members’ data.

For more information about the Company’s CSR efforts,

including our CSR Report, go to www.humana.com,

then click on “Corporate Responsibility”

Corporate Governance  •  2020 Proxy Statement  |  Humana

The Committee recognizes that our Board should represent a diverse group of experience, skills and other qualities, and as a collective group should have expertise in certain substantive areas including: corporate governance, finance/capital markets, board of directors experience, health care industry experience, clinical practice CEO or other C-suite experience with significant business acumen, direct to consumer marketing, diversity, experience with complex organizations, technology/business processes, government relations and/or public policy and regulatory knowledge and other skills and expertise that are likely to enhance the Board’s ability to manage and direct the affairs and business of the Company. Certain directors or director nominees may possess expertise in the designated areas however a director or director nominee need not individually possess the experience, skill or other requisite qualification in all areas.

The Committee has determined that our Board collectively satisfies all of the above criteria, complementing each other’s skills, background and perspectives to create a collection of diverse, knowledgeable and experienced directors. Please refer to the section entitled, “Proposal One: Election of Directors” in this proxy statement for biographical information, including skills and qualifications, of our individual Board members.

Director Attributes

Independent under our Guidelines, as well as meeting the independence requirements of, as applicable, the NYSE, SEC and Internal Revenue Code (IRS);

Ability to work collegially and collaboratively with other directors and our management team.

Corporate Governance  •  2020 Proxy Statement  |  Humana

Board Evaluation

The Board evaluation typically consists of a written questionnaire containing qualitative scaled and open-ended questions related to the effectiveness of the Board during the prior year. The questionnaire hones in on specific areas of responsibility and critical attributes of the Board in order to solicit candid feedback from each director. The questionnaire also seeks practical input as to what the Board is doing well, areas in which the Board could improve and any undertakings that the Board should commence or terminate. Another benefit of the questionnaire is that it allows each board member to evaluate the effectiveness of the Chairman of the Board.

Director Self-Evaluation

The director self-evaluation requires each director to honestly reflect upon and carefully consider his or her performance based on key characteristics that are expected of all board members. The self-evaluation also allows each director to provide additional or updated information regarding their skills and qualifications which in turn helps the Nominating & Corporate Governance Committee make future assessments and determinations regarding Board composition. The Company encourages directors to participate in continuing education programs focused on the Company’s business and industry, their committee roles and responsibilities, as well as legal and ethical matters. Annually, the Board will meet for purpose of furthering their education through external guest speakers to gain insights into key issues facing the industry and the Company, to supplement management’s views and perspectives.

Committee Evaluation

Each of our Board committees engages in an annual performance evaluation and a general charter adequacy review. Each committee is responsible for determining the manner of evaluation and for carrying out the evaluation. Further, the Board evaluation questionnaire includes a section specifically concerning Board committee structure and performance, which is an opportunity for board members to provide feedback on each committee, regardless of their individual committee membership.

a relationship between the Company and Pfizer Inc., or Pfizer, for which Frank A. D’Amelio, one of our current directors, serves as an executive officer;

a relationship between the Company and Chrysalis Ventures, LLC, or Chrysalis, for which David A. Jones, Jr., one of our current directors, serves as Chairman and Managing Partner and in which Mr. Jones, Jr. has a financial interest;

a relationship between the Company and Foundation Radiology Group PC, for which Mr. Jones, Jr., one of our current directors, serves as a director, and of which Chrysalis Ventures, LLC has an investment interest;

a relationship between the Company and JAPC, Inc., or JAPC, which was owned by the late father of Mr. Jones (who was a cofounder of our Company);

a relationship between the Company and Thomas Jefferson University or Thomas Jefferson Health System, for which David B. Nash, M.D., one of our former directors, is Founding Dean Emeritus of the Jefferson College of Population Health;

a relationship between the Company and Fiserv Solutions, Inc., a subsidiary of Fiserv, Inc., or Fiserv, for which Frank J. Bisignano, one of our current directors, serves as an executive officer and a director;

a relationship between the Company and Escape Velocity Holdings, Inc. d/b/a Trace3, Inc., or Trace3, for which William E. Mitchell, one of our former directors, serves as a director;

a relationship between the Company and Veritiv Corporation, or Veritiv, for which William E. Mitchell, serves as presiding director; and

relationships between the Company and certain of our healthcare customers affiliated with one or more of our current directors or a relative of that director.

Main Street Realty, Inc. or Main Street, which was previously owned by the late father of Mr. Jones, one of our current directors, from which we received approximately $184,986 in payments for administrative service fees associated with Main Street’s level funded ASO plan.

Corporate Governance  •  2020 Proxy Statement  |  Humana

Lucina Health, Inc. or Lucina, which is part of the Chrysalis investment portfolio for which Mr. Jones, serves as Chairman and Managing Partner, from which we received approximately $140,200 in payments for administrative service fees associated with Lucina’s level funded ASO plan.

Director

Organization      

&      

Compensation      

Nominating &      
Corporate      
Governance      

Frank J. Bisignano

Bruce D. Broussard

Frank A. D’Amelio

W. Roy Dunbar

Wayne A.I. Frederick, M.D.¹

John W. Garratt²

Kurt J. Hilzinger

David A. Jones, Jr.

Karen W. Katz³

William J. McDonald

James J. O’Brien

Marissa T. Peterson

Number of Meetings in 2019

Elected to the Board effective February 19, 2020.

Elected to the Board effective February 19, 2020.

Elected to the Board effective September 20, 2019.

assists the Board of Directors with the oversight of the integrity of our financial statements and disclosures and internal controls, our compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence and the performance of our internal audit function and the independent registered public accounting firm;

bears responsibility for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm engaged to prepare the audit report or perform other audit, review or attest services;

reviews with the independent registered public accounting firm, our internal audit department, and our financial and accounting personnel, the effectiveness of our accounting and financial controls and, where appropriate, makes recommendations for the improvement of these internal control procedures;

reviews the scope, funding and results of our internal audit function, including the independence and authority of our reporting obligations, the proposed audit plans for the year, and the coordination of these plans with the independent registered public accounting firm;

reviews the scope, funding and results of our Enterprise Risk Management program and compliance program, including receiving, at least quarterly, an update from our Chief Risk Office and internal compliance department regarding any significant matters regarding our risk management and compliance with regulatory requirements and contracts with government entities, respectively;

collaborates with the Technology Committee to regularly receive updates on risks, and risk mitigation measures, related to Company’s information technology, internal controls, information security, cyber security, business continuity and disaster recovery programs;

reviews the financial statements and other information contained in our Annual Report and other reports to stockholders with management and the independent registered public accounting firm to determine that the independent registered public accounting firm is satisfied with the disclosure and content of the financial statements to be presented to the stockholders and reviews any changes in accounting principles;

confers independently with our internal auditors, Chief Risk Officer, internal compliance department, key members of management, and the independent registered public accounting firm;

determines and approves the appropriateness of the fees for audit and permissible non-audit services performed by the independent registered public accounting firm;

discusses with management our compliance with applicable legal requirements and with our internal policies regarding related party transactions and conflicts of interest;

discusses our policies with respect to risk assessment and risk management;

maintains free and open means of communication between the members of our Board of Directors, the independent registered public accounting firm, our internal audit department, our Chief Risk Officer, our internal compliance department, and our financial management; and

annually evaluates its performance.

reviews and approves our goals and objectives relevant to the compensation of our CEO, evaluates the CEO’s performance in light of those goals and objectives, and, either as a Committee or together with the other independent directors, determines and approves the CEO’s compensation level based on this evaluation;

Corporate Governance  •  2020 Proxy Statement  |  Humana

review and approves all elements of compensation paid to our current or prospective executive officers, including without limitation, base compensation, incentive-compensation plans and equity-based plans, employment, change in control or severance programs and agreements, and any special compensation or benefits, including supplemental retirement benefits and any perquisites;

approves equity-based grants to our executive officers and other associates;

reviews and discusses with management the Company’s compensation plans and policies for all employees (including the Named Executive Officers) with respect to risk management and risk-inducing incentives;

ensures preparation of the Compensation Discussion and Analysis and the Compensation Committee Report as required by SEC regulations;

monitors compliance of executive officers and non-employee directors with relevant stock ownership guidelines;

reviews with management periodically, as it deems appropriate, management succession and inclusion and diversity practices;

administers our Executive Management Incentive Compensation Plan and other substantially similar or successor incentive compensation plans; and

annually evaluates its performance.

recommends to the full Board criteria for the selection and qualification of the members of the Board;

evaluates and recommends for nomination by the Board candidates to be proposed for election by the stockholders at each annual meeting;

seeks out and assists in the recruitment of highly qualified candidates to serve on the Board;

recommends for Board approval candidates to fill vacancies on the Board which occur between annual meetings;

develops, periodically reviews and recommends to the Board revisions to the Guidelines;

studies and reviews with management the overall effectiveness of the organization of the Board and the conduct of its business, and makes appropriate recommendations to the Board;

reviews the overall relationship of the Board and management;

reviews issues and developments pertaining to corporate governance;

reviews our public policy and political spending practices through regular reviews of our policy on political expenditures, expenditures and payments made with corporate funds, and overall political activity, including review of our Political Contributions and Related Activity Report; and

annually evaluates its performance.

our process, awareness, evaluation and perspective on potentially disruptive technologies and convergences that may represent threats or opportunities for our business operations;

our process and perspective on strategic technology capabilities that enable transformational business capabilities;

our process, execution roadmaps, requisite capital, progress in delivering technology-enabled transformational capabilities and their related outcomes; and

management’s focus on organizational, talent and cultural enablers required to ensure achievement of those outcomes.

Corporate Governance  •  2020 Proxy Statement  |  Humana

Each non-employee director must maintain a minimum equity ownership level of five times the annual cash retainer.

Shares deferred at the election of the director are considered owned for purposes of the calculation of the ownership requirement.

Any Shares owned by a non-employee director (or Shares received upon the exercise of options or vesting of restricted stock or restricted stock units, less an amount to cover the exercise price and/or current tax liabilities) must be held by the director until the minimum equity ownership level is reached and thereafter maintained.

Once the minimum equity ownership level has been achieved, any Shares received upon the vesting of restricted stock or restricted stock units, less an amount to cover current tax liabilities, must be held by the director until one year following the vesting date.

Corporate Governance  •  2020 Proxy Statement  |  Humana

Name

First Elected

Director

Kurt J. Hilzinger

59

Chairman of the Board, Independent Director

07/2003

Bruce D. Broussard

57

Director, President and Chief Executive Officer

01/2013

Frank J. Bisignano

60

Independent Director

08/2017

Frank A. D’Amelio

62

Independent Director

09/2003

W. Roy Dunbar

58

Independent Director

04/2005

Wayne A.I. Frederick, M.D.

48

Independent Director

02/2020

John W. Garratt

51

Independent Director

02/2020

David A. Jones, Jr.

62

Independent Director

05/1993

Karen W. Katz

63

Independent Director

09/2019

William J. McDonald

63

Independent Director

10/2007

James J. O’Brien

65

Independent Director

04/2006

Marissa T. Peterson

58

Independent Director

08/2008

Kurt J. Hilzinger

Age 59    Director since 2003

Chairman of the Board

Committees:

•  Executive

Kurt J. Hilzinger was initially elected to the Board in July 2003, and was elected Chairman of the Board effective January 1, 2014. Mr. Hilzinger served as Lead Director from August 2010 until his appointment as Chairman. Mr. Hilzinger is a Partner at Court Square Capital Partners, an independent private equity firm, having held this position since November 2007. At Court Square Mr. Hilzinger focuses principally on investments in the healthcare industry. Prior to that, he was a Director of AmerisourceBergen Corporation from March 2004 to November 2007; having previously served as President and Chief Operating Officer of AmerisourceBergen Corporation from October 2002 to November 2007, and as Executive Vice President and Chief Operating Officer from August 2001 to October 2002. Mr. Hilzinger also serves on the Board of Directors of Outlook Therapeutics, Inc. and several privately held companies.

Skills and Qualifications    

The Board believes that Mr. Hilzinger is a strong operating executive with a finance and strategic background, whose operational experience and financial expertise in the health care sector contributes valuable insight to the Board.

Bruce D. Broussard

Age 57    Director since 2013

Director, President and

Chief Executive Officer

Committees:

•  Executive (Chair)

Bruce D. Broussard, President and CEO, joined Humana in 2011. Under his leadership, Humana has created an integrated care delivery model centered on improving health outcomes, driving lower costs, enhancing quality, and providing a simple and personalized member experience. With its holistic approach, Humana is dedicated to improving the health of the communities it serves by making it easy for people to achieve their best health.

Bruce brings to Humana a wide range of executive leadership experience in publicly traded and private organizations within a variety of healthcare sectors, including oncology, pharmaceuticals, assisted living/senior housing, home care, physician practice management, surgical centers and dental networks. Prior to joining Humana, Bruce was Chief Executive Officer of McKesson Specialty/US Oncology, Inc. US Oncology was purchased by McKesson in December 2010. At US Oncology, Bruce served in a number of senior executive roles, including Chief Financial Officer, President, Chief Executive Officer and Chairman of the Board.

Bruce plays a leadership role in key business advocacy organizations such as The Business Council and the American Heart Association CEO Roundtable. He is also a member of the Board of Directors of KeyCorp, America’s Health Insurance Plans (AHIP) and the World Economic Forum Health Governors Board.

Skills and Qualifications    

The Board believes that Mr. Broussard’s wide range of executive leadership experience in publicly traded and private organizations within a variety of healthcare sectors, including oncology, pharmaceuticals, assisted living/senior housing, home care, physician practice management, surgical centers, and dental networks, as well as his in-depth knowledge of the Company’s operations, finances and strategy, brings valuable insight to the Board.

Proposal One  •  2020 Proxy Statement  |  Humana

Frank J. Bisignano

Age 60    Director since 2017

Independent Director

Committees:

•  Technology

•  Organization & Compensation

Frank J. Bisignano was initially elected to the Board in August 2017. He is the President, Chief Operating Officer and a Director of Fiserv, Inc., which acquired First Data Corporation Inc. in 2019, where Mr. Bisignano previously served as the Chairman of the Board and Chief Executive Officer. During his tenure at First Data, Mr. Bisignano transformed the 48-year-old company from the world’s largest traditional payment processor into a technology innovator, industry collaborator, and commerce enabler for the 21st century. He also improved the company’s balance sheet, leading a $3.5 billion private placement in the company and its $2.6 billion initial public offering in 2015, the largest U.S. IPO of the year. Prior to joining First Data, Mr. Bisignano was the co-chief operating officer for J.P. Morgan Chase and the chief executive officer of its Mortgage Banking unit. Born and raised in Brooklyn, Mr. Bisignano serves on the Board of Directors of Fiserv, Inc. and several privately held companies and charitable organizations.

The Board believes that Mr. Bisignano is a proven business leader who understands the importance of technology as a solution to complex problems, which is a key part of the Company’s strategy to integrate a fragmented health care system through leveraging technology. This integration sits at the heart of a health care system that considers and cares for the ‘whole person’ while delivering true value, and the Board believes that the depth and breadth of Mr. Bisignano’s experiences and insights are valuable to the Board’s function.

Frank A. D’Amelio

Age 62    Director since 2003

Independent Director

Committees:

•  Audit (Chair)

•  Nominating & Corporate Governance

Frank A. D’Amelio was initially elected to the Board in September 2003. He is Executive Vice President, Business Operations and Chief Financial Officer of Pfizer Inc., having held this position since December 2010, and having served as Chief Financial Officer since September 2007. Prior to that, Mr. D’Amelio was Senior Executive Vice President of Integration and Chief Administrative Officer at Alcatel-Lucent from December 2006 to August 2007, and Chief Operating Officer of Lucent Technologies Inc. from February 2006 to November 2006. From May 2001 until January 2006, he was Executive Vice President, Administration and Chief Financial Officer of Lucent. Mr. D’Amelio also serves on the Board of Directors of Zoetis, Inc. and on the board of the Independent College Fund of New Jersey.

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.

W. Roy Dunbar

Age 58    Director since 2005

Independent Director

Committees:

•  Organization/ Compensation (Chair)

•  Nominating & Corporate Governance

W. Roy Dunbar was initially elected to the Board in April 2005. Mr. Dunbar was the Chairman of the Board of NetworkSolutions, and was the Chief Executive Officer from January 2008 to November 2009. Mr. Dunbar also served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. Mr. Dunbar worked at Eli Lilly and Company for 14 years, latterly as President of Intercontinental Operations from 2003 until he joined MasterCard, and Chief Information Officer from 1999 to 2003. Mr. Dunbar was named to NACD Directorship 100 in 2015 and is a NACD Board Leadership Fellow. Mr. Dunbar also serves on the Board of Directors of Johnson Controls International plc and SiteOne Landscape Supply, Inc.

The Board believes that Mr. Dunbar’s innovative, consumer-focused approach to information technology at a variety of global companies brings a valuable advantage to the Board. The Board benefits from Mr. Dunbar’s expertise in leading companies focused on the development of information systems that are easy for consumers to understand and use effectively, which is critical to the Company’s extension of its position as a leader in health care information technology. Mr. Dunbar’s extensive experience in health care over three decades further contributes to the strategic composition of the Board.

Wayne A.I. Frederick, M.D.

Age 48    Director since 2020

Independent Director

No Current Committees

Wayne A. I. Frederick, M.D., was initially elected to the Board in February 2020. He is the President of Howard University, having held this position since July 2014. 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 continues to operate and lectures to the medical students and residents of Howard University’s College of Medicine. Dr. Frederick is a fellow of the American College of Surgeons and belongs to numerous surgical organizations, including, the American Surgical Association. Dr. Frederick also serves on the Board of Directors of Mutual of America Life Insurance Co. in addition to a few other privately held companies and charitable organizations.

The Board believes that Dr. Frederick’s exemplary career as a leader in medical research, healthcare academics and business administration brings valuable insights to the Board to assist in the advancement of its strategic healthcare goals. Dr. Frederick’s extensive healthcare and disease management background will be instrumental to our company’s relationships with our members and our physician partners, as Humana continues to innovate in the area of health data analytics.

Proposal One  •  2020 Proxy Statement  |  Humana

John W. Garratt

Age 51    Director since 2020

Independent Director

No Current Committees

John W. Garratt was initially elected to the Board in February 2020. He is the Executive Vice President and Chief Financial Officer of Dollar General Corporation, having held this position since December 2015. 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. 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.

Skills and Qualifications    

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.

David A. Jones, Jr.

Age 62    Director since 1993

Independent Director

Committees:

•  Nominating & Corporate Governance (Chair)

•  Organization & Compensation

•  Executive

David A. Jones, Jr. was initially elected to the Board in May 1993 and served as Chairman of the Board of the Company from April 2005 through August 2010, and Vice Chairman of the Board from September 1996 through April 2005. He is Chairman of Chrysalis Ventures, LLC, headquartered in Louisville, Kentucky, and also serves on the board of directors of several charitable, civic and privately held companies.

Skills and Qualifications    

As a successful venture capitalist, the Board believes that Mr. Jones brings strategic insight and leadership and a wealth of experience in health care to the Board, both in the Company’s core businesses as well as in emerging technologies and business models.

Karen W. Katz

Age 63    Director since 2019

Independent Director

No Current Committees

Karen W. Katz was initially elected to the Board in September 2019. Ms. Katz was formerly the President and CEO of Neiman Marcus Group LTD LLC from 2010 to February 2018. Neiman Marcus Group is an international multibrand omni-channel retailer whose portfolio of brands includes Neiman Marcus, Bergdorf Goodman and MyTheresa. Having joined Neiman Marcus in 1985, Ms. Katz served in key executive and leadership roles in the company’s merchant, stores and eCommerce organizations as Executive Vice President—Stores, a member of the Office of the Chairman of Neiman Marcus Group, and President, Neiman Marcus Online, and President and CEO, Neiman Marcus Stores. Ms. Katz currently serves on the Board of Directors of Under Armour, Inc. and Casper Sleep, Inc. and a few privately held companies.

Skills and Qualifications    

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.

William J. McDonald

Age 63    Director since 2007

Independent Director

Committees:

•  Audit

•  Investment

William J. McDonald was initially elected to the Board in October 2007. Mr. McDonald is the managing partner of Wild Irishman Advisory, LLC, a marketing consulting firm. Prior to that, he was Executive Vice President, Brand Management of Capital One Financial Corporation, having held that position from 1998 until his retirement in 2013. Mr. McDonald also serves on the advisory board of The University of Texas at Austin Longhorn Family Leadership Council.

Skills and Qualifications    

The Board believes that Mr. McDonald’s service in various senior executive marketing positions contributes significant experience and expertise in brand development, marketing and related disciplines.

Proposal One  •  2020 Proxy Statement  |  Humana

James J. O’Brien

Age 65    Director since 2006

Independent Director

Committees:

•  Investment (Chair)

•  Audit

James J. O’Brien was initially elected to the Board in April 2006. Until his retirement on December 31, 2014, Mr. O’Brien was the Chairman of the Board and Chief Executive Officer of Ashland Inc. Prior to being named to this position, Mr. O’Brien was President and Chief Operating Officer of Ashland Inc., and before that, Senior Vice President and Group Operating Officer. He also serves on the board of directors of Albemarle Corporation and Eastman Chemical Company.

Skills and Qualifications    

As a highly respected leader in the global business community with an extraordinary track record of success, the Board believes that Mr. O’Brien’s breadth of management experience adds valuable expertise and insight to the Board.

Marissa T. Peterson

Age 58    Director since 2008

Independent Director

Committees:

•  Technology (Chair)

Marissa T. Peterson was initially elected to the Board in August 2008. Ms. Peterson is President and Chief Executive Officer of Mission Peak Executive Consulting, which provides client-focused executive coaching and management consulting services. Ms. Peterson was formerly Executive Vice President, Worldwide Operations, Services & Customer Advocacy for Sun Microsystems Inc. in Santa Clara, California, until her retirement in 2005 after 17 years with the company. Ms. Peterson currently serves on the Board of Directors of Ansell Limited and previously served on the board of directors of Oclaro, Inc., SUPERVALU INC., Quantros and Lucile Packard Children’s Hospital at Stanford, and the board of trustees of Kettering University. Ms. Peterson holds an honorary doctorate in management and a bachelor’s degree in engineering from Kettering University where she graduated magna cum laude. She received her MBA from Harvard Business School with the distinction of being a GM Fellow.

Skills and Qualifications    

The Board believes that Ms. Peterson’s operating and consumer-focused leadership, and experience developing and managing programs designed to help companies reduce the time, cost and risk of transforming their businesses by leveraging technology to architect, implement and maintain customers’ network computing infrastructures, bring valuable insights to the Board. Her commitment to a “customer first” ethic at Sun Microsystems Inc. established an industry leadership position for high quality and cost-effective product execution to a global customer base, a commitment that aligns with the Company’s focus on consumerism.

Annual Retainer ⁽¹⁾

$115,000  

Non-Employee Chairman of the Board

Additional Annual Retainer

$210,000  

Committee Chairman fee per year:

1. Audit Committee Chair

2. Organization & Compensation Committee Chair

3. All other Committee Chairs

$25,000  

$20,000  

$15,000  

Executive Committee Member fee per year

$12,000  

Common Stock per year

(1st Business Day of January)⁽¹⁾⁽²⁾

$165,000 in common stock  

(variable # of shares)  

Charitable Contributions Annual Match

up to $40,000  

Group Life and Accidental Death Insurance —

(except Chairman)⁽³⁾

$150,000 of coverage  

Group Life and Accidental Death Insurance — Chairman

$400,000 of coverage  

Business Travel Accident Insurance

$250,000 of coverage  

Restricted Stock Units

Granted Initial Date of Election⁽⁴⁾

Restricted Stock Unit grant equal to the dollar value  

of the then current annual stock grant for directors  

As an employee director elected to our Board, Mr. Broussard does not receive the annual retainer or annual stock grant for service as a director. For all other directors, the annual common stock retainer is paid in the form of restricted stock units, vests at the end of the year of service related to the retainer. Notwithstanding anything to the contrary in the applicable equity award agreement evidencing such award, the equity and cash-based retainers will be pro-rated based on months of service (defined as any month in which the director serves for at least one day) for any service of less than the full year in respect of which the award is granted.

Pursuant to our revised Directors Stock Retention Policy, each non-employee director must maintain a minimum equity ownership level of five times the annual cash retainer. As of March 1, 2020, all of our non-employee directors who have served for at least one year satisfy this requirement. For additional information, please refer to “Corporate Governance — Corporate Governance Policies — Director Stock Ownership Policy” in this proxy statement.

Coverage amount decreases 50% at age 70.

This initial award of restricted stock units is forfeited if the director serves less than one year on our Board of Directors.

Director Compensation  •  2020 Proxy Statement  |  Humana

Name⁽¹⁾

(a)

Fees
Earned
or

Paid in

Cash

($)⁽³⁾

(b)

Stock

Awards

($)^(3)(4)(5)
(c)

Option

  Awards  

($)

(d)

Non-Equity

Incentive Plan

 Compensation 

($)

(e)

Change in
Pension

Value and
Nonqualified
Deferred

 Compensation 

Earnings($)⁽⁷⁾

(f)

All Other

 Compensation 

($)⁽⁸⁾

(g)

Total

($)

(h)

Frank J. Bisignano

115,000

164,960

—

—

—  

44,405

324,365

Frank A. D’Amelio

140,000

164,960

—

—

—  

3,566

308,526

Karen B. DeSalvo, M.D.⁽²⁾

93,333

137,467

⁽⁶⁾

—

—

—  

21,717

252,517

W. Roy Dunbar

135,000

164,960

—

—

—  

16,371

316,331

Kurt J. Hilzinger

337,000

164,960

—

—

—  

42,084

544,044

David A. Jones, Jr.

142,000

164,960

—

—

76,063

44,382

427,405

Karen W. Katz

115,000

164,949

—

—

—  

41,412

321,361

William J. McDonald

115,000

164,960

—

—

—  

42,884

322,844

William E. Mitchell⁽²⁾

38,333

54,987

⁽⁶⁾

—

—

—  

101,477

194,797

David B. Nash, M.D.⁽²⁾

38,333

54,987

⁽⁶⁾

—

—

—  

85,819

179,139

James J. O’Brien

130,000

164,960

—

—

—  

43,577

338,537

Marissa T. Peterson

130,000

164,960

—

—

—  

4,322

299,282

During 2019, Mr. Broussard served as President and Chief Executive Officer of the Company, and therefore, as an employee director, did not earn compensation in connection with his service on our Board. Mr. Broussard’s compensation as our Chief Executive Officer is discussed under “Executive Compensation” in this proxy statement.

Mr. Mitchell and Dr. Nash were not included as nominees for re-election at the April 18, 2019 Annual Meeting of Stockholders. In addition, Dr. DeSalvo resigned from the Board effective as of October 15, 2019. Compensation disclosed represents amounts earned for service during 2019 prior to their respective departures from our Board.

Under the Humana Inc. Deferred Compensation Plan for Non-Employee Directors, which we refer to as the Deferred Compensation Plan, non-employee directors may make an irrevocable election each year to defer compensation paid to them by the Company in the form of cash or stock for services rendered as Board members. For 2019, Messrs. D’Amelio, Hilzinger, McDonald and O’Brien and Drs. Nash and DeSalvo each deferred their stock compensation. Refer to footnote 1(c) to the section entitled “Stock Ownership Information — Security Ownership of Directors and Executive Officers” for a disclosure of the number of Shares of our common stock that have been deferred by each director. A director electing to defer cash can choose any of the investment options offered in the Deferred Compensation Plan using Charles Schwab’s Retirement Plan Services (other than the Humana Common Stock Fund) or can invest in stock units that have a value relative to that of our common stock. For 2019, Messrs. Hilzinger, Jones, McDonald and Dr. Nash each elected to defer a portion or all of their cash compensation under the Deferred Compensation Plan.

On January 2, 2019, when the fair market value of our common stock was $280.545, each director in office at that time, other than Mr. Broussard, was granted a restricted stock unit award of 588 Shares, representing the annual grant of approximately $165,000 in common stock. Ms. Katz received a restricted stock unit award representing approximately $165,000 upon her election date, using the fair market value of our common stock on that date ($279.575) to determine the 590 Shares awarded. The amount shown in column (c) (“Stock Awards”) above is the grant-date fair market value times the number of Shares awarded calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718.

Vested restricted stock units with a payout deferral election made by the director accrue quarterly dividend equivalent rights that are reinvested into the director’s account as additional restricted stock units and will be included in the final restricted stock unit payment when the Shares are issued in accordance with the director’s payout election. This column does not include dividend equivalent units that have accrued through December 31, 2019 nor includes dividend equivalent rights paid on any such deferred Shares.

Pursuant to equity award agreements, unvested restricted stock units will be prorated upon vesting for any portion of the year that the director did not serve. Mr. Mitchell and Drs. Nash and DeSalvo each received a prorated number of restricted stock units upon vesting. The value represented above in column (c) is the prorated value of the number of Shares that vested on December 31, 2019, using the grant date fair market value of $280.545.

Non-employee directors elected subsequent to 1997 do not receive any retirement benefits. As he was first elected to the board in 1993, Mr. Jones is the only director that will have retirement benefits under this former retirement policy, including: (A) at the director’s election, either: (x) an annual retirement benefit for the life of the director in the amount of $38,000, the annual retainer fee in effect for 1997; or (y) in lieu thereof, an actuarially equivalent joint and survivor annuity payment; and (B) an annual matching charitable contribution benefit of $19,000 for the life of the director.

We pay for or reimburse our directors’ travel, lodging and other reasonable out-of-pocket expenses in connection with attendance at board, committee and stockholder meetings. From time to time, we may transport one or more directors and members of their immediate family to and from such meetings or other Company business on Company aircraft. Directors may elect to participate in the medical and dental benefit programs offered to all our employees at a rate comparable to the rate paid by employees. In 2019, Messrs. Dunbar, McDonald and Mitchell, and Dr. DeSalvo and Ms. Peterson, elected to participate. Under the terms of our director compensation policy, each non-employee director who participates in medical and dental plans provided by the Company will, for two years following the date of completion of a change in control, be eligible to participate in medical and dental plans on substantially the same terms as immediately prior to the change in control, including the requirement to pay premiums at the same rates as our associates. We also reimburse directors for other reasonable expenses related to board service, such as director education, which amounts are not included in the table above. In addition, we paid certain local occupational taxes and life and accidental death insurance premiums per outside director, in each case as disclosed below, and provided a matching charitable gift program. The “All Other Compensation” amount above includes the following amounts earned in connection with service on our Board of Directors:

Prior to resigning from the Board effective on October 15, 2019, Dr. DeSalvo served as an internal advisory board member for one of our product lines, for which she received an annual retainer.

Director Compensation  •  2020 Proxy Statement  |  Humana

Percent of  Class
Outstanding⁽¹⁾

BlackRock, Inc.

55 East 52^nd Street

New York, New York 10055

Capital International Investors

11100 Santa Monica Boulevard, 16^th Floor

Los Angeles, California 90025

Capital Research Global Investors

333 South Hope Street

Los Angeles, California 90071

The Vanguard Group

100 Vanguard Boulevard

Malvern, Pennsylvania 19355

The percentage of ownership is based on 132,105,221 Shares of our common stock outstanding as of December 31, 2019.

Based upon a Schedule 13G filed with the SEC for the period ended December 31, 2019, BlackRock, Inc. reports that through various subsidiaries, it has sole power to vote 10,601,850 Shares and has sole dispositive power over 12,106,841 Shares.

Based upon a Schedule 13G filed with the SEC for the period ended December 31, 2019, Capital International Investors reports that as a result of Capital Research and Management Company acting as investor adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940, Capital International Investors is deemed to be the beneficial owner of 10,143,825 Shares over which it has sole power to vote 10,120,525 Shares and sole dispositive power over 10,143,825 Shares.

Based upon a Schedule 13G filed with the SEC for the period ended December 31, 2019, Capital Research Global Investors reports that as a result of Capital Research and Management Company acting as investor adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940, Capital Research Global Investors is deemed to be the beneficial owner of 7,829,472 Shares over which it has sole power to vote 7,829,276 Shares and sole dispositive power over 7,829,472 Shares.

Based upon a Schedule 13G filed with the SEC for the period ended December 31, 2019, The Vanguard Group reports that through various subsidiaries, it has sole power to vote 201,134 Shares, shared power to vote 40,492 Shares, sole dispositive power over 9,963,155 Shares, and shared dispositive power over 229,403 Shares.

Company Common    

Stock Beneficially    

Owned as of    

January 15, 2020    

⁽¹⁾⁽²⁾    

Percent
of
Class as of
December 31, 2019⁽³⁾

Frank J. Bisignano

    1,871

Frank A. D’Amelio

  20,634

W. Roy Dunbar

    2,427

Wayne A.I. Frederick, M.D.

          0