Frank D’Amelio
Director at HUM
Board
About Frank A. D’Amelio
Independent director of Humana since September 2003; age 67. Former Executive Vice President and Chief Financial Officer at Pfizer (CFO Jan 2022–May 2022; prior CFO/EVP roles since 2007). Serves as Audit Committee Chair and member of the Nominating, Governance & Sustainability Committee; designated an “audit committee financial expert.” Skills include public company CFO experience, financial oversight/capital allocation, healthcare industry, government relations/public policy, risk assessment, corporate governance, and sustainability/ESG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Executive Vice President, Chief Financial Officer | Jan 2022–May 2022 | Senior finance leadership in a global healthcare company |
| Pfizer Inc. | CFO & EVP, Global Supply | Nov 2018–Dec 2021 | Oversight of finance and global supply operations |
| Pfizer Inc. | EVP, Business Operations & CFO | Jan 2011–Oct 2018 | Financial and operational leadership |
| Pfizer Inc. | SVP & CFO | Sep 2007–Dec 2010 | Corporate finance leadership |
| Alcatel‑Lucent | Sr. EVP of Integration & Chief Administrative Officer | Dec 2006–Aug 2007 | Post‑merger integration leadership |
| Lucent Technologies Inc. | Chief Operating Officer | Feb 2006–Nov 2006 | Enterprise operations oversight |
| Lucent Technologies Inc. | EVP, Administration & Chief Financial Officer | May 2001–Jan 2006 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Zoetis, Inc. | Director | Current (public company board) |
| Hewlett Packard Enterprise (HPE) | Director | Current (public company board) |
Board Governance
| Category | Detail |
|---|---|
| Committee assignments | Audit Committee (Chair); Nominating, Governance & Sustainability Committee (Member) |
| Audit Committee independence & expertise | Audit Committee members are independent and financially literate; D’Amelio designated an “audit committee financial expert.” No member serves on >3 public company audit committees . |
| 2024 meeting cadence | Audit 9; Nominating, Governance & Sustainability 8 (board committees in 2024) . |
| Director independence | Board determined all directors except the CEO are independent under NYSE standards . |
| Attendance & engagement | Board met 12 times in 2024; all incumbent nominees attended ≥75% of Board and committee meetings; all serving nominees attended the April 18, 2024 annual meeting. Non‑management directors held regular executive sessions in connection with each scheduled Board meeting . |
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non‑employee director retainer |
| Audit Committee Chair fee | $25,000 | Chair fee schedule |
| Total cash fees earned | $150,000 | D’Amelio 2024 cash fees |
| All other compensation | $17,977 | Matching charitable gift $13,500; occupational tax $451; life insurance $2,286; other $1,740 |
| 2024 Director Compensation (Summary) | Amount |
|---|---|
| Stock awards (grant‑date fair value) | $199,886 |
| Total 2024 compensation | $367,863 |
Key director pay program features:
- Annual RSU grant ~$200,000; vests at year‑end; pro‑rated if partial year .
- D’Amelio elected to defer his 2024 stock compensation under the Deferred Compensation Plan .
- Director stock ownership guideline: minimum equity ownership of 5x annual cash retainer; compliance monitored by the Organization & Compensation Committee .
Change‑in‑control and benefits:
- If a non‑employee director participates in Company medical/dental plans, eligibility continues for two years post‑change‑in‑control on substantially the same terms as pre‑transaction .
Performance Compensation
| Element | 2024 Status | Evidence |
|---|---|---|
| Non‑equity incentive plan compensation | None | Column shows “—” for D’Amelio |
| Option awards | None | Column shows “—”; no director option awards |
| Performance‑based RSUs/PSUs | Not awarded to directors | Director equity is time‑vested RSUs; annual RSU program and vesting terms |
RSU grant details:
| Metric | Jan 2, 2024 | Jan 2, 2025 |
|---|---|---|
| Grant date | Jan 2, 2024 | Jan 2, 2025 |
| Units granted | 430 RSUs | 783 RSUs |
| Grant‑date stock price | $464.85 | $255.54 |
| Approx. grant value | ~$200,000 | ~$200,000 |
| Vesting | Dec 31, 2024 (year‑end) | Dec 31, 2025 (year‑end) |
| Dividend equivalents (if deferred) | Accrue and reinvest as RSUs; paid per deferral election | Accrue and reinvest as RSUs; paid per deferral election |
Grant timing and governance:
- Equity awards granted in ordinary course; not timed around MNPI; anti‑hedging and pledging applies to directors .
Other Directorships & Interlocks
| Topic | Findings |
|---|---|
| Other public boards | Zoetis; HPE |
| Compensation Committee interlocks | No member of the Organization & Compensation Committee had interlocks or related‑party transactions per Item 404; none were Company officers/employees . |
| Director independence review | Board analyzed relationships (e.g., Oracle Health licensing; financing arrangements tied to director‑affiliated entities) and concluded all were immaterial and below NYSE independence thresholds; directors recused from assessments as applicable . |
| Related‑party transactions | Board determined no material transactions involving a current director or director nominee; certain executive‑related and >5% stockholder transactions disclosed and approved for continuation in 2025 . |
Expertise & Qualifications
- Public company CFO experience; capital markets and investor engagement .
- Financial oversight, capital allocation, corporate transactions; risk assessment .
- Healthcare industry domain experience; government relations/public policy; corporate governance; sustainability/ESG .
- Audit committee financial expert designation .
Equity Ownership
| Measure | Status |
|---|---|
| Deferred shares (as of Jan 15, 2025) | 28,062 (includes accrued dividend equivalents and deferred cash invested in Humana Common Stock Fund) |
| Shares pledged | None; Company policy prohibits pledging and hedging; no shares pledged by any directors as of Mar 1, 2025 |
| Exercisable options | None for non‑employee directors as of Jan 15, 2025 |
| RSUs scheduled to vest | 783 RSUs granted Jan 2, 2025, expected to vest Dec 31, 2025 |
| Director stock ownership guideline | 5x annual cash retainer; shares deferred count toward guideline; must hold until guideline met and maintain thereafter; post‑vesting one‑year hold on RSU shares (net of taxes) once guideline achieved |
Governance Assessment
- Board effectiveness: Long‑tenured independent director (since 2003) with deep CFO and healthcare background; Audit Committee Chair and financial expert provides strong oversight of financial reporting, internal controls, and auditor independence .
- Engagement: Met attendance expectations (≥75%); regular executive sessions of non‑management directors; active committee schedule (Audit 9; Nominating/Governance 8 in 2024) .
- Alignment: Director pay is balanced—cash retainer plus time‑vested RSUs; D’Amelio defers equity, increasing long‑term alignment; stringent 5x retainer ownership guideline with anti‑hedging/pledging policy .
- Conflicts: No material related‑party transactions involving current directors; independence assessments of director‑affiliated relationships deemed immaterial and below thresholds; no pledging of shares .
Red flags and monitoring:
- Tenure concentration risk: Service since 2003 may raise entrenchment concerns typical of long tenures; mitigated by ongoing independence affirmations and active leadership as Audit Chair .
- Multi‑board commitments: Serves on two other public boards; Audit Committee policy notes no member serves on >3 audit committees, reducing overboarding risk; monitor time commitments and committee loads across boards .
Audit Committee oversight highlights:
- Pre‑approval policies for audit and permissible non‑audit services; direct auditor reporting to Audit Committee; total PwC fees $9.49M (2024) vs $9.94M (2023) under committee oversight .