Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Humana Inc. |
Entity Central Index Key | 0000049071 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance Table Pursuant to the PvP Rules, the Pay versus Performance Table (set forth below) is required to include for each year the CAP to the CEO and the average CAP for non-CEO ring the year. The Equity grants (performance-based restricted stock units, restricted stock units and stock options) constitute a meaningful portion of compensation for the CEO and other NEOs. The value of equity grants will not be realized before applicable restriction periods and/or conditions lapse (including, with respect to the performance-based restricted stock units, the achievement of pre-determined Year (a) Summary ($) (1) (b) Compensation ($) (2) (c) Average Non-PEO NEOs (3) (d) Average Non-PEO NEOs ($) (4) (e) Value of Initial Fixed $100 investment Based On: Net Income ($mm) (7) (h) Adjusted EPS ($) (8) (i) Total Shareholder Return ($) (5) (f) Peer Total Shareholder Return ($) (6) (g) 2022 17,198,844 30,353,498 4,154,126 6,537,728 143 137 2,802 25.24 2021 16,528,036 25,833,960 4,111,051 5,872,201 128 147 2,934 20.64 2020 16,489,639 28,417,233 4,102,566 6,516,350 113 118 3,367 18.75 (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Broussard (our Director, President, and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table” in the proxy statement. (2) The dollar amounts reported in column (c) represent the amount of CAP to Mr. Broussard, as computed in accordance with PvP Rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Brous Year Summary ($) Equity (a) ($) Equity (b) ($) Pension Additions to SCT Total ($) Compensation Actually Paid ($) 2022 (2) 17,198,844 (12,423,957 ) 25,578,612 N/A 30,353,498 2021 16,528,036 (12,608,543 ) 21,914,467 N/A 25,833,960 2020 16,489,639 (11,320,367 ) 23,247,961 N/A 28,417,233 (a) The amounts in this column represent 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, during (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end Year Year End Fair Equity ($) Year over ($) Fair Value as of ($) Year over Year ($) Fair Value at ($) Average Value of ($) Total Equity 2022 14,873,775 12,322,822 (2,992,874 ) 1,113,374 0 261,515 25,578,612 2021 14,922,545 5,326,094 220,070 1,133,070 0 312,689 21,914,467 2020 13,806,703 8,502,276 (142,554 ) 1,043,376 0 38,160 23,247,961 (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 Mr. Broussard, who has served as our CEO since 2013) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Broussard) included for purposes of calculating the average amounts in each applicable year are (a) for 2022, Susan Diamond, T. Alan Wheatley, Timothy Huval, and Joseph Ventura; (b) for 2021, Susan Diamond, Brian Kane, T. Alan Wheatley, Timothy Huval, and William Fleming; and (c) for 2020, Brian Kane, T. Alan Wheatley, Timothy Huval, and William Fleming. (4) The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Mr. Broussard), as computed in accordance with the PvP Rules. The dollar amounts do not reflect th e actual Year Summary ($) Equity Equity ($) Pension Total ($) Compensation ($) 2022 (3) 4,154,126 (2,459,651 ) 4,843,253 N/A 6,537,728 2021 4,111,051 (2,695,164 ) 4,456,313 N/A 5,872,201 2020 4,102,566 (2,364,724 ) 4,778,508 N/A 6,516,350 The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year Year End Fair ($) Year over of Outstanding ($) Fair Value as of ($) Year over Year ($) Fair Value at ($) Average Value of Compensation ($) Total Equity 2022 2,944,847 2,011,879 (369,552 ) 220,201 0 35,878 4,843,253 2021 3,180,947 982,109 11,351 227,626 0 54,281 4,456,313 2020 2,884,160 1,719,611 (61,719 ) 217,891 0 18,566 4,778,508 (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 Adjusted ROIC, which the company does use when setting goals in the Company’s long-term incentive compensation program. (8) Adjusted EPS is defined at page 61 of this proxy statement, under “Organization and Compensation Committee Report.” While the Company uses numerous financial and non-financial | ||
Company Selected Measure Name | Adjusted EPS | ||
Named Executive Officers, Footnote [Text Block] | for 2022, Susan Diamond, T. Alan Wheatley, Timothy Huval, and Joseph Ventura; | for 2021, Susan Diamond, Brian Kane, T. Alan Wheatley, Timothy Huval, and William Fleming; | for 2020, Brian Kane, T. Alan Wheatley, Timothy Huval, and William Fleming. |
Peer Group Issuers, Footnote [Text Block] | 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. | ||
PEO Total Compensation Amount | $ 17,198,844 | $ 16,528,036 | $ 16,489,639 |
PEO Actually Paid Compensation Amount | $ 30,353,498 | 25,833,960 | 28,417,233 |
Adjustment To PEO Compensation, Footnote [Text Block] | The dollar amounts reported in column (c) 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. Brous Year Summary ($) Equity (a) ($) Equity (b) ($) Pension Additions to SCT Total ($) Compensation Actually Paid ($) 2022 (2) 17,198,844 (12,423,957 ) 25,578,612 N/A 30,353,498 2021 16,528,036 (12,608,543 ) 21,914,467 N/A 25,833,960 2020 16,489,639 (11,320,367 ) 23,247,961 N/A 28,417,233 (a) The amounts in this column represent the grant date fair value of equity-based awards granted during each year. Pursuant to the requirements of Item 402(c)(2)(v) and (vi) of Regulation S-K, during (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end Year Year End Fair Equity ($) Year over ($) Fair Value as of ($) Year over Year ($) Fair Value at ($) Average Value of ($) Total Equity 2022 14,873,775 12,322,822 (2,992,874 ) 1,113,374 0 261,515 25,578,612 2021 14,922,545 5,326,094 220,070 1,133,070 0 312,689 21,914,467 2020 13,806,703 8,502,276 (142,554 ) 1,043,376 0 38,160 23,247,961 | ||
Non-PEO NEO Average Total Compensation Amount | $ 4,154,126 | 4,111,051 | 4,102,566 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 6,537,728 | 5,872,201 | 6,516,350 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Mr. Broussard), as computed in accordance with the PvP Rules. The dollar amounts do not reflect th e actual Year Summary ($) Equity Equity ($) Pension Total ($) Compensation ($) 2022 (3) 4,154,126 (2,459,651 ) 4,843,253 N/A 6,537,728 2021 4,111,051 (2,695,164 ) 4,456,313 N/A 5,872,201 2020 4,102,566 (2,364,724 ) 4,778,508 N/A 6,516,350 The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year Year End Fair ($) Year over of Outstanding ($) Fair Value as of ($) Year over Year ($) Fair Value at ($) Average Value of Compensation ($) Total Equity 2022 2,944,847 2,011,879 (369,552 ) 220,201 0 35,878 4,843,253 2021 3,180,947 982,109 11,351 227,626 0 54,281 4,456,313 2020 2,884,160 1,719,611 (61,719 ) 217,891 0 18,566 4,778,508 | ||
Equity Valuation Assumption Difference, Footnote [Text Block] | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end Year Year End Fair Equity ($) Year over ($) Fair Value as of ($) Year over Year ($) Fair Value at ($) Average Value of ($) Total Equity 2022 14,873,775 12,322,822 (2,992,874 ) 1,113,374 0 261,515 25,578,612 2021 14,922,545 5,326,094 220,070 1,133,070 0 312,689 21,914,467 2020 13,806,703 8,502,276 (142,554 ) 1,043,376 0 38,160 23,247,961 The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year Year End Fair ($) Year over of Outstanding ($) Fair Value as of ($) Year over Year ($) Fair Value at ($) Average Value of Compensation ($) Total Equity 2022 2,944,847 2,011,879 (369,552 ) 220,201 0 35,878 4,843,253 2021 3,180,947 982,109 11,351 227,626 0 54,281 4,456,313 2020 2,884,160 1,719,611 (61,719 ) 217,891 0 18,566 4,778,508 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Relative TSR The following graphs depict the relationship between TSR and CAP to Humana’s CEO and the NEOs, respectively. | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income The following graphs depict the relationship between Net Income and CAP to Humana’s CEO and the NEOs, respectively. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and Adjusted EPS The following graphs depict the relationship between EPS and CAP to Humana’ s CEO and | ||
Tabular List [Table Text Block] | The most important performance measures are: • Adjusted Earnings Per Share • Adjusted Return on Invested Capital • Relative Total Shareholder Return | ||
Total Shareholder Return Amount | $ 143 | 128 | 113 |
Peer Group Total Shareholder Return Amount | 137 | 147 | 118 |
Net Income (Loss) | $ 2,802,000,000 | $ 2,934,000,000 | $ 3,367,000,000 |
Company Selected Measure Amount | 25.24 | 20.64 | 18.75 |
PEO Name | Mr. Broussard | Mr. Broussard | Mr. Broussard |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Earnings Per Share | ||
Non-GAAP Measure Description [Text Block] | Adjusted EPS is defined at page 61 of this proxy statement, under “Organization and Compensation Committee Report.” While the Company uses numerous financial and non-financial | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Return on Invested Capital | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative Total Shareholder Return | ||
PEO [Member] | Equity Deductions from SCT Total [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (12,423,957) | $ (12,608,543) | $ (11,320,367) |
PEO [Member] | Equity Additions to SCT Total [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 25,578,612 | 21,914,467 | 23,247,961 |
Non-PEO NEO [Member] | Equity Deductions from SCT Total [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,459,651) | (2,695,164) | (2,364,724) |
Non-PEO NEO [Member] | Equity Additions to SCT Total [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 4,843,253 | $ 4,456,313 | $ 4,778,508 |