HUMANA INC (HUM)
Sector: Health Care
2026 Annual Meeting Analysis
HUMANA INC · Meeting: April 16, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Hilzinger has served since 2003 and presided over severe shareholder value destruction — Humana's stock has declined 63% over three years while the company's own peer group gained 49%, a gap of 112 percentage points that far exceeds the 20-point trigger threshold; the five-year record is equally poor (-56.2% vs. peer median +37.4%), so no mitigant applies.
Bono joined in September 2020 and has served through the full three-year underperformance period; Humana's stock fell 63% while peers gained 49%, and the five-year record shows equally severe underperformance, so no mitigant applies.
D'Amelio has served since 2003 with full overlap of the underperformance period, and Humana's stock has collapsed 63% versus peer gains of 49%; additionally, he sits on three other public company boards (Zoetis, Hewlett Packard Enterprises, and Viatris) for a total of four public board seats, triggering the overboarding threshold of four or more seats.
Feinberg joined in March 2022 and has served for more than 24 months, making him subject to the TSR trigger; Humana's stock declined 63% over three years while peers gained 49%, a gap of 112 percentage points well above the 20-point threshold, and five-year TSR data does not apply as a mitigant given his tenure.
Frederick has served since February 2020 with full overlap of the underperformance period and is subject to the severe TSR trigger; he also holds four other public company board seats (Insulet, Tempus AI, Workday, and Agostini Limited), which at five total boards exceeds the overboarding threshold.
Katz has served since September 2019 with complete overlap of the three-year underperformance window; Humana shares fell 63% while peers advanced 49%, and the five-year record is equally damaging, so no mitigant applies.
Klevorn joined in February 2021 and has served for more than 24 months, covering the majority of the underperformance period; Humana's 112-percentage-point gap versus peers far exceeds the trigger, and the five-year check does not offer relief given the persistent underperformance.
Mesquita joined in February 2021 and has served through most of the underperformance period; the 112-percentage-point shortfall versus peers massively exceeds the 20-point threshold, and five-year performance provides no mitigant.
For Analysis
Rechtin joined the board in July 2024, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply to him.
Smith joined the board in October 2024, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply to him.
Eight of ten director nominees receive an AGAINST vote. The two exceptions (Rechtin and Smith) joined within the past 24 months and are exempt from the TSR trigger. All other directors served through a period of catastrophic underperformance — Humana's stock fell 63% over three years while its own compensation peer group gained 49%, a gap of 112 percentage points that far exceeds the policy threshold. The five-year record is equally poor, so no mitigant applies to any of the eight. Additionally, D'Amelio holds four total public board seats and Frederick holds five, both triggering the overboarding threshold.
Say on Pay
✗ AGAINSTCEO
James A. Rechtin
Total Comp
$18,757,075
Prior Support
N/A
Humana's stock fell 63% over the past three years while peers gained 49%, yet total CEO compensation for 2025 was reported at approximately $18.8 million — the incentive structure is not aligned with the shareholder experience that a 112-percentage-point underperformance gap represents. Multiple newly hired executives also received large cash sign-on payments (over $15 million in aggregate across the CFO, CIO, and CHRO) that inflate reported compensation well above normal annual run-rates, further clouding pay-for-performance alignment. The policy requires a vote against when above-benchmark variable pay is paid during a period of material TSR underperformance versus peers, and that condition is clearly met here.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose the auditor fee table or PwC's tenure in the text provided; absent confirmed fee data triggering the non-audit ratio test and absent confirmed tenure data, the default vote is FOR under policy, and no other disqualifying conditions are present.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Requesting Shareholder Approval Requirement for Excessive Golden Parachutes
John Chevedden is a well-recognized individual governance activist whose proposals consistently focus on shareholder rights; this proposal asks only for a non-binding shareholder vote when severance exceeds 2.99 times salary plus bonus, which is a standard, low-burden governance ask that has received majority support at multiple other large companies. The board's opposition rests on a claim that existing internal policies already cap cash severance below the trigger level, but the proposal also covers accelerated equity vesting and other termination benefits that the existing policy may not fully address, so the company's 'we already do this' response does not fully close the gap. Given Humana's recent severe stock price decline, substantial leadership turnover, and active management transition environment, giving shareholders an explicit non-binding voice on unusually large severance packages is a reasonable and proportionate protection.
Overall Assessment
The 2026 Humana annual meeting is dominated by a governance accountability story: the stock has fallen 63% over three years while peers gained 49%, and eight of ten board nominees — all who served through this period — receive an AGAINST vote under the TSR underperformance policy, with two also triggering overboarding concerns. The Say on Pay vote also receives an AGAINST given the disconnect between above-benchmark incentive pay and shareholder outcomes, while the Chevedden golden parachute proposal receives a FOR given its mainstream governance merit and the company's active leadership transition environment.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing