David Dintenfass
About David Dintenfass
David E. Dintenfass is Humana’s President, Enterprise Growth, appointed effective February 2024, responsible for leading the company’s growth strategy focused on customer acquisition, retention, and experience; he is a Section 16 officer reporting to President & CEO Jim Rechtin . He was selected for a newly created role in January 2024; the proxy lists his age as 54 and highlights a 30-year track record delivering financial and organizational results leveraging digital capabilities to enhance customer/broker experience . He holds an MBA from Harvard Business School (Baker Scholar) and dual BA in Economics & International Relations from Brown University (Highest Honors) . Company performance metrics used for executive pay include Adjusted EPS, Adjusted ROIC, and relative TSR; for 2024 Humana delivered Adjusted EPS of $16.21, grew individual MA membership by +250,000 (+5%), and returned $1.22B to stockholders via dividends and buybacks, framing pay-for-performance alignment in his first year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fidelity Investments | Executive Vice President, Head of Product & Emerging Segments; previously Chief Marketing Officer & Head of Customer Experience Design | 2015–2024 | Led P&L across retail/workplace investing; built customer-centric strategies and innovative experiences to grow core and underpenetrated segments |
| Bank of America (incl. Merrill Lynch Wealth Mgmt.) | Strategy and marketing leadership across Consumer & Small Business Banking and Wealth Management | ~2010–2015 | Led integration of MBNA and Merrill Lynch businesses into enterprise growth strategy; drove marketing and digital sales |
| Procter & Gamble | Global P&L and brand management roles of increasing responsibility | ~13 years | Delivered market penetration, customer segmentation, and global P&L growth |
| McKinsey & Company | Consultant (early career) | N/A | Foundation in strategy and operations; customer-centric, results-driven approach |
External Roles
- No public company board memberships disclosed in Humana’s management profile or proxy .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annualized Base Salary ($) | $633,060 | Blended for AIP purposes |
| Salary paid ($) | $605,769 | Summary Compensation Table |
| Target Annual Incentive (% of Base) | 100% | Executive Incentive Compensation Plan |
| AIP Funding Rate | 95% | Committee certification |
| Actual AIP Payout ($) | $601,407 | Based on 2024 results |
| Bonus ($) | $5,684,000 | Sign-on cash reflected as “Bonus” per SCT footnote (repayable if voluntary departure <2 years) |
Performance Compensation
Short-Term Incentives (AIP) – 2024 Design and Outcomes
| Performance Measure | Weighting | Minimum (50%) | Target (100%) | Maximum (200%) | Result | Performance Rate | Weighting Under Plan |
|---|---|---|---|---|---|---|---|
| Adjusted EPS | 50% | — | $16.00 | $20.00 | $16.21 | 105.3% | 52.6% |
| Individual MA Membership Growth | 20% | 400,000 | 525,000 | 650,000 | 250,000 | 0% | 0% |
| Integrated Health | 15% | 125,000 | 132,500 | 140,000 | 133,100 | 108.0% | 16.2% |
| Strategic Measures | 15% | 0% | 15% | 30% | (Committee-certified) | 174.5% | 26.2% |
| Final AIP Funding | — | — | — | — | — | — | 95% |
Long-Term Incentives – 2024 Mix and PSU Design
| Component | Weight | Key Design |
|---|---|---|
| PSUs | 50% | 2024–2026 PSU: 30% one-year 2024 Adjusted EPS ($16 target; $20 max), 70% three-year Strategic Measures (Integrated Health and Clinical Innovation) with rTSR ±20% modifier; vest over 3 years; cap at 200% |
| RSUs | 25% | Time-based; retention/alignment; vesting per grant terms |
| Stock Options | 25% | Align to long-term value creation; 10-year term; annual grants in Q1 under grant policies |
Grants of Plan-Based Awards – Dintenfass (Feb 21, 2024)
| Award Type | Grant Date | Quantity | Exercise/Base Price ($/sh) | Closing Price on Grant Date ($/sh) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs – Threshold/Target/Max (#) | 02/21/2024 | 1,388 / 3,472 / 6,944 | — | 367.60 | — |
| RSUs – All Other Stock Awards (#) | 02/21/2024 | 1,736 | — | 367.60 | — |
| RSUs – All Other Stock Awards (#) | 02/21/2024 | 11,574 | — | 367.60 | — |
| Options – All Other Option Awards (#) | 02/21/2024 | 816 | 367.21 | 367.60 | $77,449 |
| Options – All Other Option Awards (#) | 02/21/2024 | 6,703 | 367.21 | 367.60 | $636,203 |
| Options – All Other Option Awards (#) | 02/21/2024 | 43,870 | 367.21 | 367.60 | $4,163,838 |
Additional onboarding awards: $6.5M cash sign-on (repayable if voluntary departure <2 years) and initial equity grant ≈$8.5M split 50% RSUs / 50% options vesting in three equal annual installments on the first, second, and third anniversary of grant; plus an annual LTI grant in February 2024 .
2024 Option Exercises and RSU Vesting
| Name | Options Exercised (#) | Value Realized on Exercise ($) | RSUs Vested (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| David E. Dintenfass | — | — | 578 | $157,028 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (1/15/2025) | 317 shares; <1% of class (120,641,615 shares outstanding) |
| RSUs scheduled to vest within 60 days after 1/15/2025 | 3,858 |
| Options exercisable currently or within 60 days after 1/15/2025 | 17,129 |
| Outstanding Unexercised Options (Unexercisable) | 51,389 at $367.21; expiration 02/21/2031 |
| Unvested RSUs – Not Vested (#) and Market Value ($) | 1,158 ($293,796) and 11,574 ($2,936,440) |
| PSU – Unearned Shares Not Vested (#) and Payout Value ($) | 1,388 ($352,150) |
| Pledging/Hedging | Prohibited; as of 03/01/2025, no shares pledged by executive officers or directors |
| Stock Ownership Guidelines | CEO: 7x base salary; CEO direct reports/NEOs: 3x base salary; must hold until guideline reached and maintained |
Employment Terms
| Provision | Term |
|---|---|
| Employment Start | Effective February 2024; new position announced January 2024 |
| Severance Policy | Involuntary termination without Cause: salary continuation at Severance Rate for 18 months (non-CEO NEOs); Dintenfass modeled severance $1,050,000 |
| Non-Compete/Non-Solicit | Required agreement with restrictive covenants for duration of Severance Period (18 months for NEOs) |
| Change-in-Control (CIC) | Double-trigger; Dintenfass CIC severance $2,800,000; health/other benefits $54,655; RSUs accelerated $4,126,650 |
| Excise Tax Gross-Up (CIC) | None under CIC Policy |
| Life Insurance Benefit (Death) | 3x current base salary (max $3M); Dintenfass amount $2,100,000 |
| Deferred Compensation/401(k) | 401(k) account balance at 12/31/2024: Dintenfass $11,608; no nonqualified deferral entries for Dintenfass |
| Insider Trading Policy | Prohibits hedging/pledging (short sales, derivatives, margin accounts, pledging); filed as 10-K exhibit |
Investment Implications
- Retention risk appears contained near-term: two-year repayment obligation on $6.5M sign-on cash and three-year vesting on initial RSUs/options create meaningful “stay” incentives; severance provides 18 months of base salary, with double-trigger CIC protection and RSU acceleration under CIC/death/disability .
- Pay-for-performance alignment: 2024 AIP included a hard gate at $16 EPS; despite industry pressures, Humana delivered $16.21 and funded AIP at 95%; 2024–2026 PSU design blended one-year EPS with three-year strategic measures plus rTSR modifier to balance uncertainty and long-term value creation .
- Selling pressure indicators limited: no options exercised in 2024; modest RSU vesting (578) suggests routine tax-withholding events rather than discretionary selling; proxy notes anti-hedging/pledging policy and no pledged shares as of March 1, 2025, reducing alignment red flags .
- Ownership alignment still building: beneficial ownership (317 shares) is small relative to guideline expectations (3x salary for CEO direct reports), but substantial unvested RSUs/options and PSU opportunity indicate increasing exposure to HUM equity through vesting and performance .
- Execution focus: role was created amid industry challenges to maximize profitable MA growth; Board emphasized his digital and customer expertise to drive acquisition/retention—relevant as Humana navigated higher MA medical cost trends and reset financial targets in 2024 .
Sources
and Humana IR management profile: https://humana.gcs-web.com/management/david-dintenfass; onboarding press release: https://policy.humana.com/issue-area/news-and-resources/news-press/2024/humana-appoints-president-of-enterprise; industry coverage: https://www.healthcaredive.com/news/humana-enterprise-growth-president-david-dintenfass/705706/.