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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)

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 21, 2022, beginning at 9:30 a.m., Eastern Time at the Company’s headquarters, located at 500 West Main Street, 25th Floor Auditorium, in Louisville, Kentucky. The meeting will also be available through an audio-only webcast via the Internet on the Investor Relations section of the Company’s website, www.humana.com. For further information on how to participate in the meeting, please refer to the “Frequently Asked Questions” section within this Proxy Statement.

This proxy statement contains information about our Company and the 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 9, 2022. 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 9, 2022, to our stockholders of record as of February 28, 2022.

2021 Reflections

For our Company and our stakeholders, 2021 was a year of transition as we continued to navigate the ongoing health, social and economic challenges caused by the global pandemic. We faced these challenges head on, actively responding to issues at every turn, to ensure the holistic needs of our members were met and that our Company remained a leader in the Medicare Advantage industry. Throughout the year, our Company’s core operations remained strong and we continued to advance our strategy to become an innovative integrated healthcare Company that has the power to help the millions of individuals we serve achieve their best health.

We are creating significant value by driving growth in our top-tier Medicare Advantage business while also organically expanding our Medicaid footprint, increasing the contribution from our Healthcare Services businesses, and delivering ongoing cost efficiencies and productivity improvements across the Company. We are operating from a position of strength and are confident in our enterprise strategy, the fundamentals of the Medicare Advantage industry, and our ability to deliver significant and sustainable long-term value for our customers and stockholders. We’ve seen success among our core businesses – Medicare Advantage, Medicaid, Pharmacy, Primary Care and Home Solutions – through strategic initiatives and technological advancements that have enhanced customer experiences and contributed to improved health outcomes. These successes are empowering us to pursue continued innovations with confidence as we maintain our effort to shift from an insurance company with elements of health to a health company with elements of insurance.

We are incredibly proud that Humana is the second largest Medicare Advantage health plan provider, supporting over 5 million beneficiaries with products that offer the highest quality among our public peers, as recognized by our Medicare Advantage plan Star ratings, and continued investment and growth in our Medicare Advantage business remains a key priority. We also continue to advance our consumer segmentation efforts, developing plans that are tailored to the unique needs of specific member populations, such as growing our dual eligible special needs plan (D-SNP) membership. Expansion of our Medicaid business remains a strategic priority as we’re able to offer states an individualized approach to care that considers the physical and mental well-being of beneficiaries, as well as the critical social determinants that impact the population. Our Healthcare Services businesses are an important component of our strategy and will contribute considerably to our long-term growth. Combining our leading Medicare Advantage platform with our growing Pharmacy, Primary Care and Home Solutions businesses increases our total addressable market and creates the opportunity for improved clinical outcomes, lower cost of care and increased enterprise margin from our health plan members.

Looking ahead, we are encouraged and energized by opportunities for our Company to continue leading the way in addressing health, wellness, social and economic needs of all our stakeholders. By leveraging core fundamentals of our business and maintaining strategic investments within our enterprise, we are confident in our ability to remain a leader in the Medicare Advantage industry, driving improved membership growth in 2023, while continuing to deliver on our long-term adjusted earnings growth target. We extend our sincere appreciation to our associates, members and patients, clinician partners, government partners and our stockholders for your continued support, trust, contribution and belief in the success of our Company.

Kurt J. Hilzinger

Chairman of the Board

and Stockholder

March 9, 2022

Bruce D. Broussard

Director, President and Chief Executive Officer

and Stockholder

March 9, 2022

1.  Elect the thirteen (13) director nominees named in the proxy statement.

2.  Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022.

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)

•  BY VOTING DURING THE ANNUAL MEETING (for in person attendance only)

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

Meeting:

Date:

Time:

Record Date:

Online

www.proxyvote.com

By Mail

Complete, sign, date, and return your proxy card

in the envelope provided

By Phone

Call the phone number located on the top

of your proxy card

During the Meeting

Attend our annual meeting and cast your vote in person

Items of Business

Page

  Reference  

1.

Elect the thirteen (13) director nominees named in the proxy statement.

2.

Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022.

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.

Kurt J. Hilzinger

Chairman of the Board, Independent Director

61    

07/2003

Bruce D. Broussard

Director, President and Chief Executive Officer

59    

01/2013

Raquel C. Bono, M.D.

Independent Director

65    

09/2020

Frank A. D’Amelio

Independent Director

64    

09/2003

David T. Feinberg, M.D.

Independent Director

59    

03/2022

Wayne A.I. Frederick, M.D.    

Independent Director

50    

02/2020

John W. Garratt

Independent Director

53    

02/2020

David A. Jones, Jr.

Independent Director

64    

05/1993

Karen W. Katz

Independent Director

65    

09/2019

Marcy S. Klevorn

Independent Director

62    

02/2021

William J. McDonald

Independent Director

65    

10/2007

Jorge S. Mesquita

Independent Director

60    

02/2021

James J. O’Brien

Independent Director

67    

04/2006

Humana  |  2022 Proxy Statement  •  Proxy Summary

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  •  2022 Proxy Statement  |  Humana

Election of the thirteen (13) 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 2022; 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 thirteen (13) 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 2022; and

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

By Internet.  The website for voting is 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 and prevent duplicate voting. The Internet voting system is available 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on

Humana  |  2022 Proxy Statement  •  Frequently Asked Questions

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 20, 2022, 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 15, 2022. If you are returning your proxy card to Broadridge, they must receive it before 10:00 a.m., Eastern Time, on Wednesday, April 20, 2022, the day before the Annual Meeting.

In person.  Attend the Annual Meeting. Mark your voting instructions and deliver the proxy card to the Inspectors of Election. Be aware that 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 obtain your Control Number in order to vote.

FOR the election of each of the thirteen (13) 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 2022; 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.

Frequently Asked Questions  •  2022 Proxy Statement  |  Humana

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⁾

Voted “For”

All Directors

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.

Humana  |  2022 Proxy Statement  •  Frequently Asked Questions

In Person — simply vote in person at the Annual Meeting;

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. 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  •  2022 Proxy Statement  |  Humana

Humana  |  2022 Proxy Statement  •  Frequently Asked Questions

Company Overview  •  2022 Proxy Statement  |  Humana

We reported diluted earnings per common share (EPS) of $22.67 on a Generally Accepted Accounting Principles (GAAP) basis and Adjusted EPS of $20.64;^*

We returned approximately $354 million to our stockholders in the form of dividends, representing an increase of $31 million over fiscal year 2020;

Over 97% of our Medicare Advantage members in 2021 were in a plan with a 4-Star rating or higher for 2022 and we’ve increased the number of contracts that received a 5-Star rating from 1 contract in 2021 to 4 contracts in 2022 - the most in our history;

We grew our Individual Medicare Advantage membership by 446,400 members, or 11.3%, in 2021, from 3,962,700 members as of December 31, 2020, to 4,409,100 members as of December 31, 2021, with enrollment in our dual eligible special needs plans (D-SNP) growing by more than 40% in 2021, and enrollment in our Humana Honor plan designed for Veterans, that is also available to all Medicare eligibles, growing by 80% in 2021;

We accelerated the growth of our senior-focused, value-based primary care organization, the largest in the nation, ending 2021 with more than 200 centers serving approximately 350,000 patients across 24 markets in 9 states;

We saw continued growth in our pharmacy business, with our Pharmacy Benefit Manager (PBM), the fourth largest in the country, processing 515 million 30-day equivalent scripts in 2021, an 8 percent increase year over year; and

We became the largest home health and hospice organization in the nation through the completion of our acquisition of Kindred at Home, and made substantial progress towards our goal of scaling and maturing a risk-bearing, value-based model that manages the provision of home health, durable medical equipment (DME) and home infusion services.

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, 2021 contained in our Annual Report on Form 10-K, filed with the SEC on February 17, 2022.

Humana  |  2022 Proxy Statement  •  Company Overview

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” subcategory and then click on the link entitled “Corporate Governance Guidelines.”

Role of the Board and Board Leadership

Role of the Board

The business of the Company is managed under the direction of the Board, whose members are elected annually by the Company’s stockholders. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be in the best interests of Humana and its stockholders, while engaging in active and independent oversight of the management of the Company’s business affairs and assets. In order to fulfill its responsibilities to the Company’s stockholders, the Board, both directly and through its committees, regularly engages with management to both evaluate the Company’s current operations and encourage the innovations and strategic imperatives that will drive our success in the future. The Board monitors management performance through reviews of the most critical issues facing the Company, including approval of the Company’s strategy and mission, execution of the Company’s financial and operational goals, oversight of risk management, succession planning, and determination of executive compensation. The Board plans for the future by ensuring management focuses on innovation in our strategy to meet the speed of change in our industry and monitoring the Company’s human capital management functions, working closely with the management team to ensure the Company has the correct levels of talent in place – within each business segment – for continued success in present and future states of the Company.

Board Oversight of Risk

While management is responsible for designing and implementing the Company’s risk management process, controls and oversight, the Board, both as a whole and through its committees, has overall responsibility for oversight of the Company’s risk management. The full Board regularly reviews risks that may be material to the Company, including those detailed in the Audit Committee’s reports and as disclosed in the Company’s quarterly and annual reports filed with the SEC. While the Board has established committees designated for various oversight functions, it is common practice for committees to collaborate on overlapping issues.

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.

Corporate Governance  •  2022 Proxy Statement  |  Humana

BOARD OF DIRECTORS

Oversees Management of Major Risks

• Regulatory & Public Policy

• Financial

• Succession Planning

• Strategic

• Reputation

Audit

Committee

Nominating,

Governance & Sustainability 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

• Human Capital Management

• Governance structure and processes

• Legal and policy matters

• Stockholder concerns

• Board refreshment

• Environmental, Social and related-Governance (ESG) oversight

• 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, Governance & Sustainability 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.

Humana  |  2022 Proxy Statement  •  Corporate Governance

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, and engages regularly with rising leaders within the Company. In addition, the Organization & Compensation Committee regularly reviews associate engagement scores, which maintained momentum during 2021, with 89% of our associates saying that Humana is committed to their health and well-being.

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 2021, included, (i) a formal education session with external consultants; (ii) guest speaker attendance during select meetings; and (iii) routine briefings on regulatory developments.

2021 Notable Board Actions

•  Appointed 2 new directors to the Board

•  Elected 2 new executive officers in connection with management succession planning

•  Oversaw enhanced ESG disclosures, as well as, the Company’s transition to an integrated ESG reporting framework – Humana’s Impact Report

•  Approved strategic acquisitions of One Homecare Solutions and the remaining interests in Kindred at Home

2021 Board and Committee      Meetings     

34    

Videoconference / Teleconference      Meetings     

5    

In-person Meetings     

1    

Annual Stockholder Meeting (Virtual)     

2021 Director Attendance Average     

97% 

(Based on aggregated Board and Committee meeting attendance; includes all directors having served during 2021.)

Corporate Governance  •  2022 Proxy Statement  |  Humana

Our Culture and Approach to Work

We believe that our members’ experience is linked to our associates’ experience—engaged, productive associates are the key to building a healthy company, a caring environment where our associates go above and beyond for our members, driving innovation, and offering fulfilling experiences that incentivizes them to stay with us over the long-term. We provide opportunities for our associates to add to their personal well-being experiences that go beyond health to enhance their individual need for purpose, belonging and security.

Each year, we measure our success and opportunities to advance through our annual, third-party administered Associate Experience Survey – results of the 2021 survey showed that 91% of associates are highly engaged, which is world-class level. We provide the survey results to our entire associate population and encourage leaders to use the information to create open, honest action plans with their teams to build upon and further deepen our collective engagement.

7.3 Years

Average Associate Tenure

84%

Of associates have a strong sense that they belong at Humana

Humana  |  2022 Proxy Statement  •  Corporate Governance

October 2021

Joined the Historically Black Colleges and Universities (HBCU) Partnership
Challenge

A bi-partisan effort to promote greater engagement and support between private companies and HBCUs.

November 2021

Signed the Disability:IN CEO Pledge

A global organization with the world’s most comprehensive disability inclusion benchmarking, serving as a resource to corporations desiring to drive disability inclusion and equality in business.

Ranked # 1

Network Resource Groups (NRG)

Our NRGs were recognized by DiversityInc in its 2021 Top Companies for Employee Resource Groups.

Pay and Benefits Philosophy, Compensation and Financial Security

We believe all of our associates have the right to receive a fair living wage and we are committed to maintaining a pay and benefits philosophy that is market-based and recognizes an associate’s contributions so that we can attract and retain an engaged, talented team. Our Company’s pay and benefits structure is designed to motivate and reward our associates - at all levels of the organization - for their skill development, demonstration of our Values and performance. While our programs vary by location, employee type and business, they generally include:

90%

Of associates would recommend Humana as a great place to work

•  Competitive Base Pay

•  Associate Incentive Plan (Annual Bonus)

•  Supplemental Pay (Including Overtime)

•  Recognition Pay and Service Awards

•  401(k) Retirement Savings Plan with Company Match Program

•  Life Insurance

•  Short- and Long-Term Disability Insurance

•  Medical, Dental and Vision Benefits

•  Supplemental Health Benefits

•  Long-Term Care Insurance

•  Go365^® Wellness and Rewards Program

•  Health Plan Incentives

•  On-site Health and Fitness Centers

•  On-site Health Screenings and Vaccinations

•  Paid Time Off, Paid Holidays, Paid Volunteer Time Off and Jury Duty Pay

•  Paid Parental Leave Program (6 Weeks)

•  Paid Caregiver Time Off Program (2 Weeks)

•  Employee Assistance Program

•  Associate Discount Programs and Services

•  Helping Hands Program

•  Transit Services

Corporate Governance  •  2022 Proxy Statement  |  Humana

84%

Of associates believe Humana provides them with opportunity for growth and development.

216,843 Hours     

Volunteer hours tracked by 16,400 of our
associates in 2021

$1.2 Million

Total associate matching gift dollars made by The Humana Foundation in 2021

Our full-time associates annually receive eight hours of paid Volunteer Time Off (VTO)

We help associates discover and track volunteer opportunities through our Humana Together volunteer portal

We integrate volunteerism in our leadership development and team-building

We offer a matching charitable gift program through The Humana Foundation

We feature associates sharing their volunteerism stories on our Intranet to inspire others

We offer our associates paid time off to get vaccinated, including boosters, for COVID-19, helping to reduce barriers associates may have in taking time away from work to get vaccinated and supporting healthy communities

BOARD OF DIRECTORS

Nominating, Governance & Sustainability Committee

Audit     

Committee     

Investment

Committee

•  Risk Management

•  Cyber Security

•  Human Capital Management

•  Inclusion & Diversity Practices

•  Company Compensation Plans & Policies

•  Privacy & Data Protection

•  Information Security

•  Investment Portfolio

•  Investment Guidelines

Chief Administrative Officer and Chief Legal Officer

(In collaboration with members of the executive management team)

ESG Steering Committee

Humana  |  2022 Proxy Statement  •  Corporate Governance

For each person, we make it easier for people to achieve their best health.

For each community, we work to advance population health.

For our business and the collective healthcare system, we help build more equitable and sustainable practices.

For the environment, we invest in the health and sustainability of the environments around us.

Corporate Governance  •  2022 Proxy Statement  |  Humana

29%    

Associate participation in at least
1 of our 10 associate-led NRGs
during 2021 –

With over 8,574 members, the Women’s NRG is the largest.

The Company’s Office of Inclusion & Diversity (our “I&D Office”) efforts are led by our Chief Inclusion and Diversity Officer, who reports directly to the Chief Administrative Officer. The I&D Office works with key partners like the Chief Health Equity Officer, our new Director of Diverse Talent Strategy, our Executive Inclusion & Diversity Council (the “Council”), our Network Resource Groups (“NRGs”), local Inclusion and Diversity Councils, and Culture & Engagement professionals across the enterprise, to maximize our vibrant diversity and inclusive culture to empower our business strategy to help the communities we serve achieve their best health.

91%

Of associates believe top leaders of their organization would not tolerate workplace behavior that is discriminatory or retaliatory.

Talent & Diversity      

Voluntary Turnover Rate (VTR) Goal

Reduce Director Level+ VTR

We’re working to retain representation among women and people of color in leadership levels of director and above, and have set VTR goals, excluding voluntary retirement, of ≤4% in each demographic.

2021 Women VTR: 5%         2021 POC VTR: 9%

Talent & Diversity     

Hiring and Promotion Goal

Increase in Director Level+ Representation

We’re working to increase representation among women and people of color in leadership levels of director and above, and have set targets of 50% for women and 30% for POC.

2021 Women: 47%         2021 POC: 29%

Humana  |  2022 Proxy Statement  •  Corporate Governance

$3.6 Million     

Invested by The Humana Foundation
supporting 30 community-based projects
aimed to address social determinants of
health in our hometown Louisville, KY in 2021.

Over 1.6 Million Meals     

Provided through our Basic Needs
Program, making a direct impact on
food insecurity to more than 94,000 at-risk
members in 2021.

Access to Healthcare     

Value-Based Primary Care Goal

Expand Geographic Presence

We’re working to grow and expand our geographic presence in value-based primary care to provide more access and high-quality care to patients, including those in underserved areas. We ended 2021 with 206 primary care centers, representing a 32% increase over the prior year.

Access to Healthcare     

State Medicaid Goal

Increase Medicaid Footprint

We’re working to expand the number of our state-based Medicaid contracts to deliver care to more individuals of this vulnerable population. As of December 31, 2021 we had Medicaid contracts in six states: FL, IL, KY, OH, SC, and WI.

Corporate Governance  •  2022 Proxy Statement  |  Humana

Talent & Diversity     

Diverse Supplier Spend Goal

Increase Supplier Diversity

We’re working to increase our diverse supplier base through an inclusive and equitable approach to procurement, and set yearly goals to increase total diverse supplier spend among our Prime Suppliers. Our 2021 target increase was 9%.

2021 Total Diverse Spend: $345 Million, an 8.99% increase over 2020

Product Quality & Safety      

Star Ratings Goal

Continue Leadership of Members in Plans with 4+ Star Rating

Our commitment to quality of care, patient-centered clinical outcomes and customer service is reflected in the consistent strength of our plan’s Star Ratings.

Membership in plans with 4+ Star Rating¹: 4.8 million members (2022); 4.1 million members (2021); 3.7 million members (2020)

Membership totals in plans with 4+ Star Rating reflect membership as of the September date when the applicable Star Ratings were released.

Humana  |  2022 Proxy Statement  •  Corporate Governance

Environmental Impact

Humana Pharmacy Goal

TRUE Certified Zero-Waste Site

Our West Chester, OH distribution center is working to achieve a 90% waste diversion rate (WDR) for its production materials by the end of 2022, becoming Humana’s first TRUE certified site.

2021 WDR: 89%         Target WDR: 90%

Environmental Impact

Paper Reduction Goal

Increase Adoption of Digital Materials

We’re working to increase the digital adoption rate (DAR) among our medical plan members, encouraging them to receive more of their information from us online instead of on paper, and we plan to announce our goal metrics in Spring 2022.

•  We achieved our goal to reduce greenhouse gas emissions by 2.1% year-over-year (from a 2017 baseline) by the end of 2022 and are now pushing to go beyond our baseline measure. In 2021, keeping in line with best practices around goal setting, we expanded our goal boundary to include all Humana owned¹ and leased properties and recalculated our goal progression over the last five years. Our emissions goal results² ending 2021 reached 16%.

✓We offer our associates new workstyle options and alternative transportation options, engage in partnerships and programs designed to reduce emissions.

✓We put our buildings into “hibernation” to conserve energy while our associates were working from home during the pandemic. We used this opportunity to expedite repairs and replace equipment and infrastructure.

✓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. We report our GHG initiatives to CDP and utilize a third-party assurance contractor to provide limited assurance verification of our information. We also align our reporting to the framework established by the Task Force on Climate-Related Disclosures (TCFD).

•  We assess and make investments in renewable energy sources when and where it makes sense, environmentally and financially.

✓We’ve installed solar panels on the rooftop of an owned facility.

✓Our fleet is greener because our mobile marketing offices – vans equipped with WiFi, cameras and more – have been fitted with solar panels to reduce energy and power to operate the vehicles.

•  We incorporate standards from both the ENERGY STAR Program and the U.S. Green Building Council’s LEED standards (Leadership in Energy and Environmental Design) into the design of new construction projects.

✓We proudly have 31 ENERGY STAR certified facilities within our portfolio sites.

✓Our data centers now have new energy-efficient cooling units and smart flooring to distribute air more efficiently. Both data centers are ENERGY STAR certified.

✓We continue working toward 100% replacement of fluorescent lights with LED lights across our portfolio sites.

•  Absolute Target: 60% waste diversion rate (WDR) of waste to landfills via reduction and recycling efforts at our portfolio sites where Humana and our vendors manage waste recycling services, by the end of 2022. We not only achieved our goal early – we exceeded it – at a WDR of 65%. In 2021, keeping in line with best practices around goal setting, we expanded our goal boundary to include certain acquisitions¹ where we have direct payment and available frequency data.²

✓Humana Pharmacy, our mail-order pharmacy, engages in medical waste reduction efforts by donating unused prescription medication – which would otherwise be incinerated – to nonprofit organizations that provide free healthcare, dental care and prescription medication to individuals who are uninsured or underinsured.

✓We partner with Georgia Pacific to recycle and reuse our baled empty pill bottles, pill bottle caps, cardboard and shrink wrap.

✓We promote and track our reduction and recycling efforts and make it convenient for our associates to recycle in our facilities. We also report our waste reduction initiatives to CDP and utilize a third-party assurance contractor to provide limited assurance verification of our information.

¹  Kindred at Home is excluded from the re-baselining of GHG emissions and waste diversion.

²  2021 results described herein have been estimated. The final data will be published on our website (www.Humana.com) when available, which is anticipated during the second quarter of 2022.

Corporate Governance  •  2022 Proxy Statement  |  Humana

We invite you to review the additional materials below to learn more about our Company’s ESG related reports, programs, policies and initiatives.

Annual Reports

https://humana.gcs-web.com

Humana Impact Report (Available Spring 2022)

2021 CDP Report

2021 Bold Goal Progress Report

2021 Value-Based Care Report

Policy Statements

https://humana.gcs-web.com

Environmental Sustainability Policy and Standard

Supplier Diversity Statement

Statement of AI Principles

Ethics

https://humana.gcs-web.com/corporate-governance

Ethics Every Day

Anti-Corruption Statement

Supplier Diversity Program

https://www.humana.com/supplier-information/supplier-diversity.

Fraud, Waste and Abuse

https://www.humana.com/legal/fraud-waste-and-abuse

Ethics Every Day for Contracted Healthcare Providers
    & Third Parties

Compliance Policy for Contracted Healthcare Providers
    & Third Parties

Population Health

https://populationhealth.humana.com

Data Privacy and Cyber Security

https://www.humana.com/legal/privacy

Public Policy

https://www.humana.com/about/public-policy

Workplace Benefits

https://careers.humana.com/why-choose-humana

The Humana Foundation

https://www.humanafoundation.org

Humana Healthcare Research

https://research.humana.com

•  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.

✓ We enforce Standards of Conduct and a Compliance Policy, which are specifically designed for our contracted healthcare providers and third parties in effort to deter fraud, waste and abuse.

•  Humana is an industry leader in the adoption of principles and governance to guide its implementation of emerging technologies.

✓ We govern our use of Artificial and Augmented Intelligence according to industry-leading principles.

✓ We have interdisciplinary committees that establish governance over the deployment and quality of Artificial and Augmented Intelligence models.

✓ We have signed the EqualAI pledge committing to ensuring our Artificial and Augmented Intelligence tools do not incorporate unintentional bias, and require all of our Artificial or Augmented Intelligence models that inform decisions about individuals to be reviewed to detect inadvertent bias. We also ask our vendors who utilize Artificial and Augmented Intelligence tools to sign the EqualAI pledge or another similar pledge.

•  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. We deploy defensive practices against the ever-evolving cyber threat landscape by measuring and maturing our cybersecurity capabilities and actively monitoring risks posed by threat actors.

✓ We have established formal data governance, which includes accountability, oversight, processes and controls to ensure our data usage transparency and non-repudiation.

✓ We refresh our data privacy and security policies at least annually.

✓ We provide Company-wide cyber security training to associates, led by our Enterprise Information Protection team, on how to avoid security vulnerabilities and equip them with the necessary tools to protect Company data and to reduce risk. We also test their knowledge through internal phishing campaigns – tracking and reporting aggregated outcomes to leadership.

✓ We report data breaches, as required by law, to the U.S. Department of Health and Human Services (HHS), Office for Civil Rights (OCR). Our reports are publicly available, free of charge, and can be obtained through the OCR Portal at:
https://ocrportal.hhs.gov/ocr/breach

✓ We engage an independent third party audit firm to perform an Annual Service Organizational Controls (SOC) 2 audit of enterprise claims platforms within the following Trust Services Criteria: availability, confidentiality and security.

•  We integrate a culture of safety and security into all aspects of our business to provide our associates, contractors, members and visitors a safe and secure work environment – we are committed to protecting people and safeguarding key assets, properties and information. 94% of associates feel safe and protected from physical risks while working.

✓ We have an Enterprise Safety and Security Policy that applies to our associates, facilities (owned or leased), and anyone requesting facility admittance regardless of relationship.

✓ We maintain and utilize the following resources to manage/mitigate occupational health and safety: Environmental Health and Safety Manual, Incident Reporting System, Associate Safety Handbook and Associate Emergency Preparedness Training. 95% of associates trust Humana would take appropriate action if a physical safety or security concern/incident was reported.

✓ Our safety and security team periodically performs on-site compliance audits to ensure safety plans and practices are implemented, in addition to providing training tools and information.

Humana  |  2022 Proxy Statement  •  Corporate Governance

Corporate Governance  •  2022 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. Every third year, this written evaluation process is supplemented by oral interviews and an analysis of Board and committee effectiveness conducted by an independent consultant.

Director Self-Evaluation

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

Committee Evaluation

Each of our Board committees engages in an annual performance evaluation and a general charter adequacy review. Each committee is responsible for determining the manner of evaluation and for carrying out the evaluation. Further, the Board evaluation questionnaire includes a section specifically concerning Board committee structure and the performance and effectiveness of each committee, 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 Fiserv Solutions, Inc., a subsidiary of Fiserv, Inc., or Fiserv, for which Frank. J. Bisignano, one of our former directors, serves as an executive officer and a director;

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 Cerner Corporation, or Cerner, for which David T. Feinberg, M.D., one of our current directors, serves as a director and an executive officer.

Humana  |  2022 Proxy Statement  •  Corporate Governance

a relationship between the Company and Howard University and the Howard University Healthcare system, or Howard, for which Wayne A. I. Frederick, M.D., one of our current directors, 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, or Foundation Radiology, for which Mr. Jones, Jr., one of our current directors, served as a director during part of 2021, and of which Chrysalis Ventures, LLC has an investment interest; and

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

Corporate Governance  •  2022 Proxy Statement  |  Humana

Director

Organization      

&      

Compensation      

Nominating      

Governance &       

Sustainability      

    Executive      

Kurt J. Hilzinger

Bruce D. Broussard

Raquel C. Bono, M.D.

Frank A. D’Amelio

David T. Feinberg, M.D.¹

Wayne A. I. Frederick, M.D.

John W. Garratt

David A. Jones, Jr.

Karen W. Katz

Marcy S. Klevorn

William J. McDonald

Jorge S. Mesquita

James J. O’Brien

Marissa T. Peterson

Number of Meetings in 2021

Elected to the Board effective March 1, 2022.

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;

Humana  |  2022 Proxy Statement  •  Corporate Governance

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;

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.

Corporate Governance  •  2022 Proxy Statement  |  Humana

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;

reviews the Company’s programs and policies relating to significant ESG and sustainability matters, and periodically receive updates from the Company’s management regarding significant ESG and sustainability undertakings; and

annually evaluates its performance.

Humana  |  2022 Proxy Statement  •  Corporate Governance

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.

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

Corporate Governance  •  2022 Proxy Statement  |  Humana

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.

Humana  |  2022 Proxy Statement  •  Corporate Governance

Corporate Governance  •  2022 Proxy Statement  |  Humana

Name

First Elected

Director

Kurt J. Hilzinger

61

Chairman of the Board, Independent Director

07/2003

Bruce D. Broussard

59

Director, President and Chief Executive Officer

01/2013

Raquel C. Bono, M.D.

65

Independent Director

09/2020

Frank A. D’Amelio

64

Independent Director

09/2003

David T. Feinberg, M.D.

59

Independent Director

03/2022

Wayne A.I. Frederick, M.D.

50

Independent Director

02/2020

John W. Garratt

53

Independent Director

02/2020

David A. Jones, Jr.

64

Independent Director

05/1993

Karen W. Katz

65

Independent Director

09/2019

Marcy S. Klevorn

62

Independent Director

02/2021

William J. McDonald

65

Independent Director

10/2007

Jorge S. Mesquita

60

Independent Director

02/2021

James J. O’Brien

67

Independent Director

04/2006

Humana  |  2022 Proxy Statement  •  Proposal One

Independent under our Guidelines, as well as meeting the independence requirements of, as applicable, the NYSE, SEC, IRS;

CEO or other C-suite experience with significant business acumen;

High integrity and ethical standards; and

Government relations, public policy and regulatory experience; and

A commitment to diversity, equity and inclusion (DEI).

Strategy development.

Proposal One  •  2022 Proxy Statement  |  Humana

Our Board has undergone significant refreshment in recent years. Since January 2017, nine new directors have been appointed to our Board. Seven of those directors are standing for election this year, all of whom are independent and joined the Board since 2019, deepening the Board’s financial expertise, consumer perspective, healthcare industry experience, technology expertise and C-Suite experience while also building on the Board’s focus on diversity.

Humana  |  2022 Proxy Statement  •  Proposal One

Kurt J. Hilzinger

Age 61    Director since 2003

Chairman of the Board

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.

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.

•  Executive

•  Financial Oversight

•  Healthcare Industry Experience

•  Global Experience

•  Strategy Development

•  Corporate Governance

•  Risk Assessment

Proposal One  •  2022 Proxy Statement  |  Humana

Bruce D. Broussard

Age 59    Director since 2013

Director, President and

Chief Executive Officer

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, human care approach, Humana is dedicated to improving the health of the communities it serves by making it easier for people to achieve their best health.

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

Bruce plays a leadership role in key business advocacy organizations such as the Business Roundtable, the Business Council, and the American Heart Association CEO Roundtable. He is a member of the Board of Directors of HP Inc., and is a member and previous chair of America’s Health Insurance Plans (AHIP). Additionally, Bruce serves on the Board of the Trust for the National Mall, a nonprofit philanthropic partner of the National Park Service dedicated to restoring and preserving the National Mall.

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.

•  Executive (Chair)

•  Healthcare Industry Experience

•  CEO Experience

•  Strategy Development

•  Corporate Governance

•  Risk Assessment

•  Consumer Design/Digital Orientation

•  Government Relations/Public Policy

Humana  |  2022 Proxy Statement  •  Proposal One

Raquel C. Bono, M.D.

Age 65    Director since 2020

Independent Director

Raquel C. Bono, M.D., was initially elected to the Board in September 2020. She is a Principal at RCB Consulting having held this position since October 2019, as well as, Chief Health Officer at Viking having held this position since November 2020. Dr. Bono, a board-certified trauma surgeon and retired Vice Admiral, U.S. Navy Medical Corps, previously served as the Chief Executive Officer and Director for the Defense Health Agency (DHA). In this capacity, Dr. Bono led a joint, integrated combat support agency that enables all branches of the U.S. military medical services to provide health care services to combatant commands in times of both peace and war. Dr. Bono integrated an unprecedented $50 billion worldwide health care enterprise for the Army, Navy, Air Force, and Marine Corps, composed of 50 hospitals and 300 clinics that provide care to 9.5 million military personnel, oversaw the Department of Defense deployment of the electronic health record, and facilitated the collaboration between the largest federated health systems of the Department of Defense and Department of Veterans Affairs (VA). An American College of Surgeons (ACS) Fellow since 1991, Dr. Bono served on the ACS Board of Governors and the Governors Health Policy and Advocacy Workgroup. She has been honored with the Defense Distinguished Service Medal, three Defense Superior Service Medals, four Legion of Merit Medals, two Meritorious Service Medals, and two Navy and Marine Corps Commendation medals. Dr. Bono also serves on boards of several privately held companies.

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.

•  Audit

•  Technology

•  Financial Oversight

•  Healthcare Industry Experience

•  Risk Assessment

•  Executive Experience

•  Global Experience

•  Strategy Development

•  Government Relations/Public Policy

Frank A. D’Amelio

Age 64    Director since 2003

Independent Director

Frank A. D’Amelio was initially elected to the Board in September 2003. He is Executive Vice President, Chief Financial Officer at Pfizer Inc. having held this position since January 2022. Mr. D’Amelio began his career at Pfizer in 2007 and since then has held various roles of increasing responsibility, including, SVP & Chief Financial Officer (September 2007-December 2010), Executive Vice President, Business Operations and Chief Financial Officer (January 2011-October 2018) and Chief Financial Officer and Executive Vice President, Global Supply (November 2018-December 2021). Prior to that, Mr. D’Amelio was Senior Executive Vice President of Integration and Chief Administrative Officer at Alcatel-Lucent from December 2006 to August 2007, and Chief Operating Officer of Lucent Technologies Inc. from February 2006 to November 2006. From May 2001 until January 2006, he was Executive Vice President, Administration and Chief Financial Officer of Lucent. Mr. D’Amelio also serves on the Board of Directors of Zoetis, Inc. and on the board of the Independent Colleges and Universities 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.

•  Audit (Chair)

•  Nominating, Governance & Sustainability

•  Financial Oversight

•  C-Suite Experience

•  Global Experience

•  Healthcare Industry Experience

•  Corporate Governance

•  Risk Assessment

•  Strategy Development

•  Government Relations/Public Policy

•  Compliance

Proposal One  •  2022 Proxy Statement  |  Humana

David T. Feinberg, M.D.

Age 59    Director since 2022

Independent Director

David T. Feinberg, M.D., was initially elected to the Board in March 2022. Dr. Feinberg is the President and Chief Executive Officer and member of the Board of Directors of Cerner Corporation (Cerner) having held these positions since October 1, 2021. In this role Dr. Feinberg focuses on delivering tools and technology that help caregivers optimize the health of their patients and communities.

Dr. Feinberg joined Cerner from Google, where he held the position of Vice President of Google Health since 2019 and led Google’s worldwide health efforts, bringing together groups from across Google and Alphabet that used artificial intelligence, product expertise and hardware to tackle some of healthcare’s biggest challenges, and was responsible for organizing and innovating Google’s various healthcare initiatives. Prior to Google, he served as President and CEO of Geisinger Health where he led an operational turnaround, and pushed the use of new platforms and tools, including an IT system called a Unified Data Architecture that allowed the company to integrate big data into existing data analytics and management systems. During his Geisinger tenure, Dr. Feinberg also introduced programs and services to put a greater focus on precision medicine and better patient care. Prior to Geisinger, Dr. Feinberg worked at UCLA for more than 20 years and served in a number of leadership roles, including President, CEO and Associate Vice Chancellor of UCLA Health Sciences, Vice Chancellor and CEO for the UCLA Hospital System, and CEO of UCLA’s Ronald Reagan Medical Center.

Dr. Feinberg earned his undergraduate degree at the University of California, Berkeley. He graduated with distinction from the University of Health Sciences/Chicago Medical School. He completed an internship in pediatrics at Loyola University Medical Center, and residency and fellowship training in psychiatry, addiction psychiatry, and child and adolescent psychiatry at the UCLA School of Medicine. He earned a Master of Business Administration from Pepperdine University. Dr. Feinberg is a member of the Alpha Omega Alpha Medical Honor Society, a Distinguished Fellow of American Psychiatric Association and received the Cancro Academic Leadership Award from the American Academy of Child & Adolescent Psychiatry. Dr. Feinberg also serves on the Board of Directors of Douglas Emmett Inc.

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.

•  No Current Committees

•  CEO Experience

•  Healthcare Industry Experience

•  Global Experience

•  Strategy Development

•  Corporate Governance

•  Technology

•  Consumer Design/Digital Orientation

Humana  |  2022 Proxy Statement  •  Proposal One

Wayne A. I. Frederick, M.D.

Age 50    Director since 2020

Independent Director

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., Forma Therapeutics Holdings, Inc. and Insulet Corporation 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.

•  Organization & Compensation

•  Technology

•  Healthcare Industry Experience

•  Executive Experience

•  Strategy Development

•  Government Relations/Public Policy

John W. Garratt

Age 53    Director since 2020

Independent Director

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. Mr. Garratt also serves as a Class B Director of the Federal Reserve Bank of Atlanta.

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.

•  Investment (Chair)

•  Audit

•  Financial Oversight

•  C-Suite Experience

•  Corporate Governance

•  Risk Assessment

•  Strategy Development

•  Product Design and Growth Models

Proposal One  •  2022 Proxy Statement  |  Humana

David A. Jones, Jr.

Age 64    Director since 1993

Independent Director

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.

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.

•  Nominating, Governance & Sustainability (Chair)

•  Organization & Compensation

•  Executive

•  Healthcare Industry Experience

•  Corporate Governance

•  Strategy Development

•  Financial Oversight

•  Global Experience

•  Risk Assessment

•  Legal/Compliance

Karen W. Katz

Age 65    Director since 2019

Independent Director

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 The RealReal, Inc.

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.

•  Nominating, Governance & Sustainability

•  Technology

•  Financial Oversight

•  CEO Experience

•  Global Experience

•  Strategy Development

•  Corporate Governance

•  Consumer Design/Digital Orientation

•  Marketing

•  Risk Assessment

•  Product Design and Growth Models

Humana  |  2022 Proxy Statement  •  Proposal One

Marcy S. Klevorn

Age 62    Director since 2021

Independent Director

Marcy S. Klevorn was initially elected to the Board in February 2021. Ms. Klevorn was formerly the Chief Transformation Officer of Ford Motor Company (Ford) 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, where she oversaw the transformation of Ford’s IT tools and talent. Ms. Klevorn also served as Executive Vice President and President of Ford Smart Mobility LLC, a division of Ford Motor Company, where she oversaw certain acquisitions and other investments and helped to accelerate the company’s plans to design, build, grow and invest in emerging mobility services and global data insight and analytics. Ms. Klevorn currently serves on the Board of Directors of Northern Trust Corporation.

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.

•  Technology

•  C-Suite Experience

•  Global Experience

•  Strategy Development

•  Risk Assessment

•  Technology

•  Consumer Design/Digital Orientation

William J. McDonald

Age 65    Director since 2007

Independent Director

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.

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.

•  Audit

•  Investment

•  Executive Experience

•  Marketing

•  Strategy Development

•  Corporate Governance

•  Consumer Design/Digital Orientation

•  Product Design and Growth Models

Proposal One  •  2022 Proxy Statement  |  Humana

Jorge S. Mesquita

Age 60    Director since 2021

Independent Director

Jorge S. Mesquita was initially elected to the Board in February 2021. He is Chief Executive Officer of BlueTriton Brands, having held this position since July 2021. In this role Mr. Mesquita leads the company’s initiatives to expand market leadership, advance commitment to sustainability and environmental stewardship and to realize the potential of the company’s portfolio of water brands.

Prior to joining BlueTriton Brands, Mr. Mesquita was formerly the Executive Vice President, Worldwide Chairman, Consumer of Johnson & Johnson (J&J) from December 2014 until February 2019, where he was responsible for increasing the competitiveness of J&J’s consumer business through a comprehensive transformational strategy. In this role, Mr. Mesquita served on J&J’s Executive Committee and led the Consumer Group Operating Committee. Prior to that, Mr. Mesquita spent 29 years with The Procter & Gamble Company (P&G), where he held various roles leading P&G consumer product business units. During his tenure at P&G, Mr. Mesquita served as Group President – New Business Creation and Innovation from March 2012 until June 2013, Group President – Special Assignment from January 2012 until March 2012, Group President, Global Fabric Care from 2007 to 2011 and President, Global Home Care from 2001 to 2007, also serving as President of Commercial Products and President of P&G Professional from 2006 to 2007. Mr. Mesquita currently serves on the Board of Directors of Mondelez International, Inc.

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.

•  Organization & Compensation

•  CEO Experience

•  Global Experience

•  Strategy Development

•  Marketing

•  Consumer Design/Digital Orientation

•  Product Design and Growth Models

James J. O’Brien

Age 67    Director since 2006

Independent Director

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.

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.

•  Organization & Compensation (Chair)

•  Investment

•  Financial Oversight

•  CEO Experience

•  Strategy Development

•  Global Experience

•  Corporate Governance

•  Risk Assessment