David Feinberg
Director at HUM
Board
About David T. Feinberg, M.D.
Independent director of Humana Inc. since 2022; age 62. Feinberg is Chairman of Oracle Health (formerly Cerner) and brings clinician-operator depth, large-system leadership, and healthcare IT expertise; prior roles include President & CEO of Cerner, VP of Google Health, President & CEO of Geisinger, and multiple leadership roles over 20+ years at UCLA Health. Education: BA (UC Berkeley), MD (University of Health Sciences/Chicago Medical School), MBA (Pepperdine); residency/fellowships in psychiatry and child/adolescent psychiatry at UCLA; member of AΩA and a Distinguished Fellow of the APA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oracle Health | Chairman | Current | Leads strategy to advance open, connected healthcare data ecosystems |
| Cerner (now Oracle Health) | President & CEO; Director | Prior to Oracle Health role | Focused on delivering tools/technology to optimize care; led corporate transformation |
| Vice President, Google Health | Since 2019 (prior to Cerner) | Organized Google/Alphabet health initiatives leveraging AI and product capabilities | |
| Geisinger Health | President & CEO | Prior to Google | Led operational turnaround; implemented unified data architecture and precision medicine programs |
| UCLA Health | President/CEO & Associate Vice Chancellor; prior CEO of UCLA Hospital System and Ronald Reagan Medical Center | 20+ years | Academic and health system leadership across operations and clinical quality |
External Roles
| Organization | Role | Public company? | Committee roles (if disclosed) |
|---|---|---|---|
| Edwards Lifesciences Corporation | Director | Yes | Not disclosed in HUM proxy |
| Oracle Health | Chairman | No (business unit of Oracle) | Executive role, not a directorship committee |
Board Governance
- Independence: Independent director; Board reviewed a commercial relationship with Oracle Health and determined it was not material and did not impair his independence .
- Committees: Chair, Clinical Quality Committee; Member, Nominating, Governance & Sustainability Committee .
- 2024 meeting cadence: Board met 12 times; committees met as follows—Nominating, Governance & Sustainability: 8; Clinical Quality: 7 .
- Attendance and engagement: All incumbent director nominees met NYSE’s 75% attendance requirement and all nominees then serving attended the April 18, 2024 Annual Meeting; regular executive sessions of non-management directors held at each regularly scheduled Board meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid monthly |
| Committee chair fee (Clinical Quality = “all other committee chairs”) | $15,000 | Per policy: “all other Committee Chairs” at $15,000 |
| Total cash earned (Feinberg) | $140,000 | As reported in 2024 director comp table |
| Insurance/perquisites | See notes | Group life/AD&D coverage; business travel accident insurance per policy |
| Change-in-control benefit (director plans) | Eligibility to participate in medical/dental on substantially same terms for 2 years post-CIC | As disclosed in director compensation policy |
Performance Compensation
Directors receive time-based RSUs (no performance metrics); annual grant vests at the end of the related service year; directors may defer equity and accrue dividend-equivalent units on deferred awards .
| Equity Awards | 2024 | 2025 (grant) |
|---|---|---|
| Annual RSU grant ($/fair value) | $199,886 | ~$200,000 (783 RSUs at $255.54 grant-date FMV) |
| Annual RSU grant (shares) | 430 RSUs at $464.85 FMV on Jan 2, 2024 | 783 RSUs on Jan 2, 2025; expected vest 12/31/2025 |
| Vesting schedule | Vests at end of service year; initial election grants in lieu of first-year annual grant | Annual grant; expected year-end vest |
| Option awards | — | — |
| Deferred compensation elections | Deferred stock compensation and elected to defer a portion or all of cash in 2024 | — |
Director compensation mix (Feinberg, 2024): cash $140,000 and equity $199,886; “All Other” $1,191; total $341,077—approximately 41% cash, 59% equity (derived from reported values) .
Other Directorships & Interlocks
| Entity | Relationship | Overlap/Conflict Note |
|---|---|---|
| Oracle Health | Chairman (executive) | Oracle Health had a license subscription contract with Humana’s subsidiary HDH&A; in 2024, Oracle Health paid HDH&A ~$6.79 million for license/subscription/maintenance/pro services; Board deemed relationship immaterial and below NYSE thresholds; Feinberg’s independence maintained |
| Edwards Lifesciences | Director (public company) | Not a direct competitor to HUM; no related-party dealings disclosed in HUM proxy |
Expertise & Qualifications
- Public company CEO experience; healthcare industry leadership; IT/Digital; data privacy/cyber expertise; risk assessment; corporate governance; sustainability/ESG .
- Clinician background with academic and large integrated delivery system leadership, aligning to HUM’s Clinical Quality oversight needs .
Equity Ownership
| Item | Detail |
|---|---|
| Deferred HUM share units (as of Jan 15, 2025) | 1,254 (includes accrued dividend equivalents on deferred shares/cash invested in HUM stock fund) |
| 2025 annual RSU grant | 783 RSUs (approx. $200,000 at $255.54); expected vest 12/31/2025 |
| Exercisable options | None for non-employee directors as of Jan 15, 2025 |
| Hedging/pledging | Prohibited by policy; no shares pledged by any directors/officers as of Mar 1, 2025 |
| Ownership guidelines | 5x annual cash retainer; post-vest holding requirement of one year after vest once guideline met; monitored by O&C Committee |
| Compliance status (individual) | Not disclosed in HUM proxy |
Governance Assessment
- Strengths: Clinician-operator with deep healthcare IT and data governance experience; chairs Clinical Quality Committee—core to HUM’s clinical outcomes and affordability agenda; adds consumer/technology perspective; equity-heavy director pay and deferrals align incentives with long-term shareholder value .
- Independence/conflict oversight: Oracle Health commercial relationship is disclosed with dollar amount and assessed as immaterial; Board formally reaffirmed independence—appropriate transparency and process; policy frameworks (hedging/pledging bans; stock ownership guidelines) further bolster alignment .
- Engagement: Board/committee cadence and attendance indicate active oversight; regular executive sessions and investor engagement processes support effective governance .
- Watch items: Continue monitoring Oracle Health–Humana dealings for scope/scale changes; ensure ongoing time-commitment capacity given external executive role, though external public board service is within HUM’s limit (max three for non-CEO directors) .