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United States securities and exchange commission logo
September 20, 2022
Bruce D. Broussard
President and Chief Executive Officer
Humana Inc.
500 West Main Street
Louisville, Kentucky 40202
Re: Humana Inc.
Definitive Proxy
Statement on Schedule 14A
Filed March 9, 2022
File No. 001-05975
Dear Mr. Broussard:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 9, 2022
General
1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address the
circumstances under which you would consider having the Chair
and CEO roles filled by
a single individual, when shareholders would be notified of any
such change, and
whether you will seek prior input from shareholders.
2. Please expand upon the
role that your Chair plays in the leadership of the board. For
example, please enhance
your disclosure to address whether or not your Chair may:
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.
3. Please expand upon how
your board administers its risk oversight function. For example,
please disclose:
the timeframe over
which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how
you apply different oversight standards based upon the
immediacy of the
risk assessed;
Bruce D. Broussard
Humana Inc.
September 20, 2022
Page 2
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing
risks and identify
significant emerging risks;
to whom your Chief Compliance Officer reports; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at
202-551-3735 with
any questions.
FirstName LastNameBruce D. Broussard Sincerely,
Comapany NameHumana Inc.
Division of
Corporation Finance
September 20, 2022 Page 2 Disclosure
Review Program
FirstName LastName