01—Abstract
Summary
Summary of the 8-K filed October 23, 2024. Cited figures are marked; the original filing is the authoritative source.
Humana Inc. (NYSE: HUM) filed this Current Report on Form 8-K on October 23, 2024, under Item 5.02 to disclose the election of Gordon Smith to its Board of Directors, effective that same day.
The Board expanded its authorized number of directors from eleven to twelve to make room for him. The Board has determined that Mr. Smith is independent under New York Stock Exchange director independence standards and that there are no material transactions between him and the Company. He has not yet been appointed to any Board committees.
Mr. Smith will receive compensation under the Company's standard Board compensation policies, the components of which were disclosed in an August 21, 2023 Form 8-K. He will also be granted restricted stock units (RSUs) in accordance with the director compensation program. The filing furnishes a press release announcing his election as Exhibit 99.1.
That release describes Smith as an Operating Advisor of Clayton, Dubilier & Rice LLC (CD&R) Funds and a former Co-President and Co-Chief Operating Officer of JPMorgan Chase & Co., who retired in January 2022 after a career there beginning in 2007. It also notes his more than 25 years at American Express. Chairman Kurt J.
Hilzinger said Smith's operational and digital transformation expertise will support the Company's growth in Medicare Advantage and CenterWell health care services. For investors, this is a governance event rather than a financial disclosure.
The filing contains no financial results, guidance, or financial statements. The main points are the board expansion, Smith's independence determination, and the addition of an experienced operating executive to the Board.
02—Key points
Key Highlights
- Gordon Smith was elected to Humana's Board of Directors effective October 23, 2024.
- The Board expanded its authorized directors from eleven to twelve to add Smith.
- The Board determined Smith is independent under NYSE standards and that there are no material transactions between him and the Company.
- Smith will receive standard Board compensation plus RSUs under the director compensation program and has not yet been assigned to any committees.
- Smith previously served as Co-President and Co-Chief Operating Officer of JPMorgan Chase & Co. (2018 to January 2022) and as an Operating Advisor to CD&R Funds.
- Chairman Kurt J. Hilzinger cited Smith's expertise as supporting growth in Medicare Advantage and CenterWell health care services.
- The filing contains no financial results or guidance; it is a board governance disclosure.
03—Questions
Frequently Asked Questions
Who was elected to Humana's Board of Directors?
Gordon Smith was elected as a director effective October 23, 2024, and the Board increased its authorized seats from eleven to twelve to accommodate him.
Is Gordon Smith considered independent?
Yes. The Board determined that Mr. Smith is independent within the meaning of the New York Stock Exchange's director independence standards and that there are no material transactions involving him and the Company.
How will Gordon Smith be compensated?
He will be paid under the Company's standard Board compensation policies, which were disclosed in an August 21, 2023 Form 8-K, and he will receive restricted stock units under the director compensation program.
What is Gordon Smith's professional background?
According to Exhibit 99.1, Smith is an Operating Advisor to CD&R Funds and was Co-President and Co-Chief Operating Officer of JPMorgan Chase & Co., retiring in January 2022. He was Chief Executive Officer of Consumer and Community Banking from 2012 to 2021 and spent more than 25 years at American Express before joining JPMorgan.
Does this filing include any committee assignments or financial results?
No. Smith has not yet been appointed to any Board committees, and the filing does not report financial results, guidance, or financial statements.
04—Continue