01—Abstract
Summary
Summary of the 8-K filed April 10, 2026. Cited figures are marked; the original filing is the authoritative source.
Humana Inc. (NYSE: HUM) filed a Current Report on Form 8-K dated April 10, 2026, disclosing that its Board of Directors expanded the number of authorized directors from ten to eleven and elected Robert S.
Field as a director. The appointment becomes effective immediately following the adjournment of the Humana Inc. 2026 Annual Meeting of Stockholders on April 16, 2026. The Board has determined that Mr. Field is independent under the New York Stock Exchange's director independence standards.
No committee assignments have been determined yet. Mr. Field will be compensated under the company's director compensation program, as described in the 2026 proxy statement filed March 6, 2026, and will receive restricted stock units (RSUs) in connection with his election. The filing states there are no arrangements between Mr. Field and any other person under which he was elected, and no transactions with the company in which he has a material interest, other than as disclosed.
According to the attached press release (Exhibit 99.1), Mr. Field is Principal and Managing Member of ηMed Capital Management LLC, an investment firm focused on U.S. healthcare services companies, primarily in managed care. The release states his appointment followed a board search informed by shareholder engagement, including input from John Petry, Managing Member of Sessa Capital, and describes the move as part of the company's commitment to board refreshment and strong corporate governance.
02—Key points
Key Highlights
- Board expanded from ten to eleven authorized directors; Robert S. Field elected effective immediately after the April 16, 2026 Annual Meeting adjournment.
- Board determined Mr. Field is independent under NYSE director independence standards.
- Mr. Field will receive restricted stock units (RSUs) under the company's director compensation program.
- No committee appointments have been determined yet.
- Mr. Field is Principal and Managing Member of ηMed Capital Management LLC, an investment firm focused on U.S. healthcare services companies, primarily managed care.
- Previously a senior analyst at Luxor Capital, where he led healthcare services investments; earlier worked at McKinsey & Company and practiced antitrust law at Vinson & Elkins LLP.
- Appointment followed a board search informed by shareholder engagement, including input from Sessa Capital's John Petry.
03—Questions
Frequently Asked Questions
Who is Robert S. Field and what is his background?
Mr. Field is Principal and Managing Member of ηMed Capital Management LLC, an investment firm focused on U.S. healthcare services companies, primarily in managed care. The press release states he previously served as a senior analyst at Luxor Capital, leading healthcare services investments, and earlier worked as an associate at McKinsey & Company and practiced antitrust law at Vinson & Elkins LLP.
When does Mr. Field's board appointment take effect?
The election and the expansion of the board from ten to eleven directors are effective immediately following the adjournment of the Humana Inc. 2026 Annual Meeting of Stockholders on April 16, 2026.
Is Mr. Field considered independent?
Yes. The Board of Directors has determined that Mr. Field qualifies as an independent director under the New York Stock Exchange's director independence standards.
How will Mr. Field be compensated?
He will be compensated under the company's director compensation program, whose components are disclosed in the 2026 proxy statement filed March 6, 2026. In connection with his election, he will be granted restricted stock units (RSUs).
Has Mr. Field been assigned to any board committees?
No determination has yet been made regarding his appointment to any committees of the Board.
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