Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (the “PvP Rules”), we are providing the following: (1) tabular compensation and performance disclosure for 2021, 2022, 2023, 2024, and 2025; (2) an unranked list of three performance measures that the Company considers to be its most important measures used to align compensation actually paid to the NEOs for 2025 to Company performance; and (3) additional disclosure relative to the relationship between the “Compensation Actually Paid” (“CAP”) set forth in the Pay versus Performance Table and each of the performance metrics set forth in the Pay versus Performance Table and between the Company’s and the Peer Group TSR, in each case over 2021-2025.

For further information concerning Humana’s variable pay-for-performance philosophy and how Humana aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis.”

Pay Versus Performance Table

Pursuant to the PvP Rules, the Pay versus Performance Table (set forth below) is required to include for each year the CAP to the CEO and the average CAP for non-CEO named executive officers. CAP represents a calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, as well as from the way in which the Organization and Compensation Committee views annual compensation decisions, as discussed in the Compensation Discussion and Analysis. For example, the CAP calculation for a given year includes the change in fair value of multiple years of equity grants that are outstanding and unvested during the year, whereas the Summary Compensation Table calculation includes only the grant date fair value of equity awards that are granted during the year. These differences result in a CAP calculation that may be higher or lower than the corresponding Summary Compensation Table calculation, and that also may be more significantly impacted by changes in stock price. It is also important to note that outstanding equity awards may be represented in more than one year of the Pay versus Performance Table.

Equity grants (performance-based restricted stock units, restricted stock units and stock options) constitute a meaningful portion of compensation for the CEOs and other NEOs. The value of equity grants will not be realized before applicable restriction periods and/or conditions lapse (including, with respect to the performance-based restricted stock units, the achievement of pre-determined performance goals) and the ultimate value of such awards is subject to changes in stock price. While each participant was awarded a target number of performance-based restricted stock units, the actual number of performance-based restricted stock units earned could vary from zero (0) up to two (2) times target, if performance objectives are meaningfully exceeded, and no participant will receive any portion of performance-based restricted stock units if the threshold performance objectives are not met.

	Summary Compensation Table Total for				Compensation Actually Paid to				Average Summary Compensation Table Total for		Average Compensation Actually Paid to		Value of Initial Fixed $100 Investment Based On:
Year	PEO 1 ($)(1) (b)(1)		PEO 2 ($)(1) (b)(2)		PEO 1 ($)(2) (c)(1)		PEO 2 ($)(2) (c)(2)		Non-PEO NEOs ($)(3) (d)		Non-PEO NEOs ($)(4) (e)		Total Shareholder Return ($)(5) (f)		Peer Total Shareholder Return ($)(6) (g)		Net Income ($mm)(7) (h)		Adjusted EPS ($)(8) (i)		Pre-Tax Earnings ($mm)(9) (j)
2025		18,757,075		N/A		18,828,255		N/A		9,393,703		9,469,480		65		108		1,203		—		2,841
2024		15,579,477		12,057,164		9,229,775		184,356		10,066,604		6,262,690		64		107		1,214		16.21		2,702
2023				16,327,384				(37,708)		3,866,828		1,654,500		114		115		2,484		26.09		4,369
2022				17,198,844				30,353,498		4,154,126		6,537,728		126		116		2,802		25.24		4,181
2021				16,528,036				25,833,960		4,111,051		5,872,201		114		125		2,934		20.64		3,356

(1)

The dollar amounts reported in column (b)(1) are the amounts of total compensation reported for Mr. Rechtin (PEO 1) (our current President and Chief Executive Officer) and the dollar amounts reported in column (b)(2) are the amounts of total compensation reported for Mr. Broussard (PEO 2) (our former Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table” in the proxy statement.

(2)

The dollar amounts reported in column (c)(1) represent the amount of CAP to Mr. Rechtin and the dollar amounts reported in column (c)(2) represent the amount of CAP to Mr. Broussard, as computed in accordance with PvP Rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rechtin or Mr. Broussard during the applicable year. In accordance with the requirements of PvP Rules, the following adjustments were made to Mr. Rechtin’s total compensation for the most recent fiscal year to determine the PEO 1 CAP:

Year

Summary
Compensation
Table Total
($)

Equity
Deductions
from SCT
Total(a)
($)

Equity
Additions to
SCT
Total(b)
($)

Pension
Deductions /
Additions to
SCT Total
($)

Compensation
Actually Paid
($)

2025 PEO 1(2)

18,757,075

13,868,141

13,939,321

N/A

18,828,255

(a)

The amount in this column represents the grant date fair value of equity-based awards granted during each year. Pursuant to the requirements of Item 402(c)(2)(v) and (vi) of Regulation S-K, the Summary Compensation Table is required to include only those equity awards granted during the particular year. These equity awards are generally made in the first quarter of the year.

(b)

The equity award adjustments for the most recent fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the most recent fiscal year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the most recent fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the most recent fiscal year; (iii) for awards that are granted and vest in the most recent fiscal year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the most recent fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the most recent fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the most recent fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the most recent fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

	Year				Year End Fair Value of Current Year Equity Awards ($)							Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)							Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)							Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year ($)							Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)							Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)							Total Equity Award Adjustments ($)
	2025 PEO 1						12,243,372							(140,338)							89,146							1,714,133							0							33,008							13,939,321

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Messrs. Rechtin and Broussard) in the “Total” column of the Summary Compensation Table in each applicable

year. The names of each of the NEOs (excluding Messrs. Rechtin and Broussard) included for purposes of calculating the average amounts in each applicable year are (a) for 2025, Celeste M. Mellet, Susan M. Diamond, Japan A. Mehta, Michelle A. O’Hara, and Sanjay K. Shetty; (b) for 2024, Susan M. Diamond, David E. Dintenfass, Sanjay K. Shetty, and George Renaudin II; (c) for 2023, Susan M. Diamond, Sanjay K. Shetty, Joseph C. Ventura, and George Renaudin II; (d) for 2022, Susan M. Diamond, T. Alan Wheatley, Timothy S. Huval, and Joseph C. Ventura; and (e) for 2021, Susan M. Diamond, Brian A. Kane, T. Alan Wheatley, Timothy S. Huval, and William K. Fleming.

(4)

The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Messrs. Rechtin and Broussard), as computed in accordance with the PvP Rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Rechtin and Broussard) during the applicable year. In accordance with the requirements of the PvP Rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Rechtin) for the most recent fiscal year to determine the CAP, using the same methodology described in Note 2:

	Year				Summary Compensation Table Total ($)							Equity Deductions from SCT Total ($)							Equity Additions to SCT Total ($)							Pension Deductions / Additions to SCT Total ($)							Compensation Actually Paid ($)
	2025(3)						9,393,703							4,897,260							4,973,037							N/A							9,469,480

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

	Year				Year End Fair Value of Current Year Equity Awards ($)							Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)							Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)							Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year ($)							Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)							Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)							Total Equity Award Adjustments ($)
	2025						4,586,889							30,996							10,876							330,886							0							13,391							4,973,037

(5)

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6)

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Dow Jones U.S. Select Health Care Providers Total Return Index.

(7)

The dollar amounts reported represent the amount of Net Income reflected in the Company’s audited financial statements for the applicable year. While the Company does not use net income as a performance measure in its executive compensation program, the measure of net income is correlated with the measure Pre-Tax Earnings, which the company does use when setting goals in the Company’s short-term incentive compensation program.

(8)

Adjusted EPS is defined at page A-1 of this proxy statement, under “Appendix A — Reconciliation of Non-GAAP Financial Measure.” For periods 2021-2024, the Company used Adjusted EPS as the financial performance measure to link CAP to the Company’s NEOs, for the then most recently completed fiscal year, to Company performance.

(9)

Pre-Tax Earnings measures the adjusted consolidated income before taxes and equity in net earnings. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Pre-Tax Earnings, which it uses for setting goals in the Company’s short-term incentive compensation program, is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs.

Named Executive Officers, Footnote

(1)

The dollar amounts reported in column (b)(1) are the amounts of total compensation reported for Mr. Rechtin (PEO 1) (our current President and Chief Executive Officer) and the dollar amounts reported in column (b)(2) are the amounts of total compensation reported for Mr. Broussard (PEO 2) (our former Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table” in the proxy statement.

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Messrs. Rechtin and Broussard) in the “Total” column of the Summary Compensation Table in each applicable

year. The names of each of the NEOs (excluding Messrs. Rechtin and Broussard) included for purposes of calculating the average amounts in each applicable year are (a) for 2025, Celeste M. Mellet, Susan M. Diamond, Japan A. Mehta, Michelle A. O’Hara, and Sanjay K. Shetty; (b) for 2024, Susan M. Diamond, David E. Dintenfass, Sanjay K. Shetty, and George Renaudin II; (c) for 2023, Susan M. Diamond, Sanjay K. Shetty, Joseph C. Ventura, and George Renaudin II; (d) for 2022, Susan M. Diamond, T. Alan Wheatley, Timothy S. Huval, and Joseph C. Ventura; and (e) for 2021, Susan M. Diamond, Brian A. Kane, T. Alan Wheatley, Timothy S. Huval, and William K. Fleming.

Adjustment To PEO Compensation, Footnote

(2)

The dollar amounts reported in column (c)(1) represent the amount of CAP to Mr. Rechtin and the dollar amounts reported in column (c)(2) represent the amount of CAP to Mr. Broussard, as computed in accordance with PvP Rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rechtin or Mr. Broussard during the applicable year. In accordance with the requirements of PvP Rules, the following adjustments were made to Mr. Rechtin’s total compensation for the most recent fiscal year to determine the PEO 1 CAP:

Year

Summary
Compensation
Table Total
($)

Equity
Deductions
from SCT
Total(a)
($)

Equity
Additions to
SCT
Total(b)
($)

Pension
Deductions /
Additions to
SCT Total
($)

Compensation
Actually Paid
($)

2025 PEO 1(2)

18,757,075

13,868,141

13,939,321

N/A

18,828,255

(a)

The amount in this column represents the grant date fair value of equity-based awards granted during each year. Pursuant to the requirements of Item 402(c)(2)(v) and (vi) of Regulation S-K, the Summary Compensation Table is required to include only those equity awards granted during the particular year. These equity awards are generally made in the first quarter of the year.

(b)

The equity award adjustments for the most recent fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the most recent fiscal year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the most recent fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the most recent fiscal year; (iii) for awards that are granted and vest in the most recent fiscal year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the most recent fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the most recent fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the most recent fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the most recent fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

	Year				Year End Fair Value of Current Year Equity Awards ($)							Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)							Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)							Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year ($)							Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)							Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)							Total Equity Award Adjustments ($)
	2025 PEO 1						12,243,372							(140,338)							89,146							1,714,133							0							33,008							13,939,321

Non-PEO NEO Average Compensation Actually Paid Amount

$ 9,469,480

6,262,690

1,654,500

6,537,728

5,872,201

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Relative TSR

The following graphs depict the relationship between TSR and CAP to Humana’s CEOs and the NEOs, respectively.

Total Shareholder Return Vs Peer Group

Compensation Actually Paid and Relative TSR

The following graphs depict the relationship between TSR and CAP to Humana’s CEOs and the NEOs, respectively.

Total Shareholder Return Amount

$ 65

64

114

126

114

Net Income (Loss)

$ 1,203,000,000

$ 1,214,000,000

$ 2,484,000,000

$ 2,802,000,000

$ 2,934,000,000

PEO Name

Mr. Rechtin

Pay vs Performance Disclosure

Other Performance Measure, Amount

2,841

Non-GAAP Measure Description

(8)

Adjusted EPS is defined at page A-1 of this proxy statement, under “Appendix A — Reconciliation of Non-GAAP Financial Measure.” For periods 2021-2024, the Company used Adjusted EPS as the financial performance measure to link CAP to the Company’s NEOs, for the then most recently completed fiscal year, to Company performance.