Celeste Mellet
Chief Financial Officer at HUM
Executive
About Celeste Mellet
Humana’s Board named Celeste M. Mellet Chief Financial Officer in December 2024; she was elected CFO effective January 2025 and is age 48 . Prior to Humana, she served as Partner and CFO of Global Infrastructure Partners (Feb 2023–Jan 2025), CFO/Senior Managing Director/EVP at Evercore (2021–2023), EVP & CFO and earlier SVP & Deputy CFO at Fannie Mae (2017–2021), and spent more than 18 years at Morgan Stanley, last serving as global treasurer and head of investor, creditor and counterparty relations . Her annual compensation is aligned with Humana’s pay-for-performance framework and equity mix used for other NEOs . She is scheduled to present to investors at the Wolfe Research Healthcare Conference on Nov 19, 2025, underscoring her external-facing credibility with the buy-side and sell-side .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Global Infrastructure Partners (GIP) | Partner and Chief Financial Officer | Feb 2023–Jan 2025 | Led finance in a complex, regulated infrastructure investing platform, bringing cross-functional leadership and performance orientation valued by Humana’s Board . |
| Evercore | Chief Financial Officer; Senior Managing Director; Executive Vice President | 2021–2023 | Senior finance leadership in advisory/asset management, reinforcing capital markets depth and investor relations capabilities . |
| Fannie Mae | Executive Vice President & Chief Financial Officer; SVP & Deputy CFO | 2017–2021 | Stewarded finance at a highly regulated GSE; drove performance across complex organizations—a factor cited by Humana’s Board in her selection . |
| Morgan Stanley | Various roles culminating in Global Treasurer; Head of investor, creditor and counterparty relations | 18+ years (prior to 2017) | Deep treasury, capital markets, and stakeholder management experience in global financial institutions . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wolfe Research Healthcare Conference | Presenter (Humana CFO) | 2025 | Enhances investor communication and market confidence; direct engagement with institutional investors . |
Fixed Compensation
| Component | Details |
|---|---|
| Base salary | $975,000 initial annual base salary . |
| Annual bonus target (AIP) | 125% of prorated annual base salary; annualized incentive target $1,218,750 . |
| Cash sign‑on bonus | $7,300,000 total: $6,000,000 within 45 days of start; $700,000 near 1st anniversary; $600,000 near 2nd anniversary, contingent on continued employment at payment dates . |
| Sign‑on repayment terms | If voluntary departure: repay $6,000,000 before 1 year; $4,700,000 after 1 year but before 2 years; $2,950,000 after 2 years but before 3 years; retention if terminated without Cause or resigns for Good Reason (as defined in CIC Policy, without requiring CIC) . |
| Perquisites | Executive financial counseling (approx. $20,000/year) and annual executive physical (approx. $7,500/year) . |
Performance Compensation
| Incentive type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Long‑term PSUs (2024–2026 design) | 2024 Adjusted EPS | 30% | $16.00 (max $20.00) | Not disclosed | Not disclosed | Cliff vest at 3rd anniversary; rTSR modifier ±20% vs peer group . |
| Long‑term PSUs (2024–2026 design) | Strategic measures (Integrated Health usage; Clinical innovation) | 70% | Minimum 50%, Target 100%, Max 200% (programmatic measures) | Not disclosed | Not disclosed | Cliff vest at 3rd anniversary; subject to rTSR modifier . |
| Long‑term PSUs (2025–2027 structure) | Relative TSR plus operational/strategic goals (Star Ratings recovery; operational productivity) | Not stated | Structure approved Feb 2025 (no numeric targets disclosed) | Not disclosed | Not disclosed | Cliff vest per PSU agreements . |
| Time‑based RSUs | Retention equity | n/a | n/a | n/a | n/a | Vests in three equal annual installments (1st, 2nd, 3rd anniversary) . |
| Equity mix alignment | NEO/management equity mix | n/a | n/a | n/a | n/a | CFO compensation aligned with NEO equity mix (time‑based RSUs, PSUs, and options per program) . |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Initial RSU grant | Approximately $6,000,000 grant date fair value; vests in 3 equal annual installments on anniversaries of grant . |
| Stock options/RSUs design | Executives receive time‑based RSUs (1/3 per year over 3 years) and PSUs (cliff vest at 3 years), with rTSR modifier on PSUs; options utilized in program . |
| Ownership guidelines | CEO 7x salary; CEO direct reports/NEOs 3x salary; SVPs 1x salary; must be held until multiple achieved and maintained thereafter . |
| Hedging/pledging | Prohibited for associates and directors; includes short sales, derivatives, margin pledging, monetization transactions . |
| Clawback/recoupment | Complies with Exchange Act Section 10D/NYSE 303A.14 for specified restatements regardless of fault; extends to improper conduct likely to cause material financial/operational/reputational harm; applies to all incentive compensation . |
Employment Terms
| Term | Details |
|---|---|
| Start/election date | Offer letter dated Nov 20, 2024; elected CFO Jan 2025; start on/around Jan 1, 2025 . |
| Employment status | At‑will; offer letter does not constitute an employment contract . |
| Change‑in‑Control (CIC) policy | Double‑trigger; NEOs (incl. CFO) eligible: cash severance equal to 2× annual base salary plus target incentive; continuation of health/welfare benefits for 18 months; no excise tax gross‑up . |
| Equity agreements covenants | Equity agreements include “Agreement Not to Compete or Solicit”; forms under Amended and Restated Stock Incentive Plan . |
| Insider trading policy | Prohibits trading while aware of MNPI; broad restrictions on transfers (including gifts, pledges) while aware of MNPI . |
| Certifications | SOX 302 and 906 certifications signed by CFO for FY2024 10‑K . |
Investment Implications
- Strong retention incentives: a $7.3M cash sign‑on with multi‑year repayment obligations if voluntarily departing, and a ~$6M RSU grant vesting over three years, materially reduce near‑term voluntary turnover risk .
- Pay‑for‑performance alignment: PSUs tie outcomes to Adjusted EPS, strategic integrated‑health/clinical innovation measures, and a ±20% rTSR modifier; 2025–2027 PSU structure centers on relative TSR and operating goals (Star Ratings, productivity), aligning rewards with shareholder value creation and operational execution .
- Risk controls and governance: Robust clawback policy covering restatements and improper conduct, prohibition on hedging/pledging, and double‑trigger CIC with 2× salary+target incentive (no tax gross‑up) limit misalignment and windfall risks; ownership guidelines at 3× salary for CEO direct reports reinforce skin‑in‑the‑game .
- External-facing credibility: Active IR role (Wolfe Research presentation) and prior leadership across complex, regulated and capital‑markets environments suggest high capability to navigate reimbursement cycles and capital allocation—supporting confidence in execution of Humana’s financial priorities .