George Renaudin
HUMANAAbout George Renaudin
George Renaudin II is President, Insurance at Humana (HUM), serving among the company’s Named Executive Officers; he is 56 and joined Humana’s management team in February 2023 . His annual incentives are tied to an Associate Incentive Plan (AIP) with 2024 weightings of Adjusted EPS (50%), Individual MA Membership growth (20%), Integrated Health (15%), and Strategic Measures (15%)—resulting in a 95% funding rate for 2024 . For long-term incentives, Humana’s 2024 PSU structure temporarily emphasized strategic/operational outcomes (70%) plus one-year adjusted EPS (30%), with a relative TSR modifier of ±20% and three-year vesting, aligning pay with execution and shareholder outcomes in a dynamic MA environment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Humana | President, Insurance | 2023–present | Leads Insurance segment within Humana’s two-segment structure (Insurance and CenterWell) |
| Humana | President, Medicare & Medicaid | 2023 | — |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $655,000 | $750,000 (as of 12/31/2024) |
| AIP Target Bonus % (Blended/Target) | 100% target; actual payout $0 as AIP gate not met | Target 110% (increased to 120% effective 7/1/2024); actual payout $756,626 at 95% funding |
Performance Compensation
2024 AIP Performance Results
| Performance Metric | Weight | Min (50%) | Target (100%) | Max (200%) | Actual | Performance Rate | Plan Weighting Contribution |
|---|---|---|---|---|---|---|---|
| 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 (members using ≥2 CenterWell services) | 15% | 125,000 | 132,500 | 140,000 | 133,100 | 108.0% | 16.2% |
| Strategic Measures | 15% | 0% | 15% | 30% | — | 174.5% | 26.2% |
| Final AIP Funding Rate | — | — | — | — | — | — | 95% |
2024 LTI Award Mix (Grant Date Value)
| Instrument | Mix | $ Value |
|---|---|---|
| PSUs | 50% | $1,325,000 |
| RSUs | 25% | $662,500 |
| Stock Options | 25% | $662,500 |
| Total 2024 LTI | 100% | $2,650,000 |
2024 Grants of Plan-Based Awards (Detail)
| Grant Date | Instrument | Threshold (#/$) | Target (#/$) | Max (#/$) | Exercise Price | Close Price | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| 03/01/2024 | AIP cash | $210,000 | $825,000 | $1,657,500 | — | — | — |
| 02/21/2024 | PSUs | 1,443 | 3,608 | 7,216 | — | $367.60 | — |
| 02/21/2024 | RSUs (time-based) | — | 1,804 | — | — | $367.60 | — |
| 02/21/2024 | RSUs (3-year cliff; retention) | — | 5,446 | — | — | $367.60 | — |
| 02/21/2024 | Options (lot 1) | — | — | — | $367.21 | $367.60 | $26,006 |
| 02/21/2024 | Options (lot 2) | — | — | — | $367.21 | $367.60 | $635,158 |
2024 PSU structure: 70% strategic measures (3-year), 30% one-year adjusted EPS, with rTSR modifier ±20%; three-year vesting . Options vest 1/3 annually; no repricing under Stock Plan .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially owned shares (as of 1/15/2024) | 4,084 |
| RSUs scheduled to vest within 60 days after 1/15/2025 | 841 |
| Options exercisable currently or within 60 days after 1/15/2025 | 5,096 |
| Shares outstanding (12/31/2024) | 120,641,615 |
| Stock ownership guidelines | CEO 7x salary; CEO direct reports (incl. NEOs) 3x salary |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for associates and directors |
| Pledged shares status | None pledged by executives/directors as of 3/1/2025 |
| 2024 vesting activity | 3,535 shares vested; $1,164,479 value realized |
Outstanding Equity and Vesting Schedules (as of 12/31/2024)
| Type | Grant Date | Quantity | Key Terms / Vesting |
|---|---|---|---|
| Options | 02/24/2023 | 1,387 exercisable; 2,775 unexercisable | Vest ratably over 3 years; expire 02/24/2030; exercise $510.2425 |
| Options | 02/21/2024 | 6,966 unexercisable | Vest ratably over 3 years; expire 02/21/2031; exercise $367.2100 |
| RSUs | 10/01/2022 | 609 | 3-year cliff vest |
| RSUs | 02/24/2023 | 360 | Vest ratably; initial vest 12/15/2023; full vest 12/15/2025 |
| RSUs | 02/21/2024 (time-based) | 1,203 | Vest ratably; initial vest 12/15/2024; full vest 12/15/2026 |
| RSUs | 02/21/2024 (retention; 3-yr) | 5,446 | 3-year cliff vest (retention award) |
| PSUs | 02/21/2022 | 1,682 (at max) | Vest at 3 years based on performance |
| PSUs | 02/24/2023 | 862 (at threshold) | 3-year performance vest |
| PSUs | 04/01/2023 | 1,443 (at threshold) | 3-year performance vest |
As of 12/31/2024 HUM closed at $253.71; Renaudin’s option strikes ($367.21, $510.2425) were out-of-the-money, limiting near-term option exercise pressure .
Employment Terms
| Provision | Detail |
|---|---|
| Severance policy (NEOs) | 18 months salary continuation upon involuntary termination without cause; non-compete and non-solicit covenants for severance period |
| AIP on involuntary termination | Prorated incentive eligibility at normal payment time if plan targets met |
| Change-in-control policy | Double trigger required; no excise tax gross-up |
| Potential payments (Renaudin, 12/31/2024 hypothetical) | Involuntary without cause: Severance $1,125,000; Subtotal Termination Related $1,125,000; Total incl. vested amounts $2,151,834 . Change-in-control: Severance $3,300,000; Life/Health benefits $56,142; RSU acceleration $3,617,811; Total incl. vested amounts $8,000,787 . Death: RSU acceleration $3,617,811; Life insurance benefit $2,250,000 (3x salary cap); Total incl. vested amounts $4,644,645 |
| Nonqualified deferred compensation | Registrant contribution $27,966; Aggregate balance $1,026,834 (also in “currently vested amounts”) |
| 401(k) plan balance | $3,013,173 (company and individual contributions) |
| Clawback policy | SEC/NYSE-compliant; broader recoupment for improper conduct causing material harm |
Compensation Structure Analysis
- 2024 equity mix maintained 50% PSUs / 25% RSUs / 25% Options; he also received a one-time $2,000,000 retention RSU grant with a 3-year cliff vest to reinforce retention through the CEO transition .
- AIP gate and tougher EPS targets constrained cash payouts: 2023 AIP paid $0 due to EPS below threshold; 2024 AIP funded at 95% as Adjusted EPS modestly exceeded the $16 target, while membership growth missed the target .
- Governance protections: no option repricing; anti-hedging/pledging; double-trigger CIC; no tax gross-ups—all supportive of shareholder-aligned pay practices .
Related Policies, Ownership, and Peer Benchmarking
- Stock ownership guidelines: CEO 7x, CEO direct reports 3x salary (applies to NEOs) .
- No shares pledged by executives/directors as of 3/1/2025; hedging/pledging prohibited .
- 2024 Peer Group for benchmarking includes managed care (UnitedHealth, Elevance, Centene, CVS, Molina, Cigna), healthcare services (HCA, McKesson, LabCorp, DaVita, Cencora), and financial/insurance peers (Allstate, MetLife, Progressive, Prudential, Walgreens) .
- Say-on-Pay support was strong in 2023 at 91% approval, reinforcing investor support for the program framework .
Investment Implications
- Insider selling pressure appears limited near term: his options were out-of-the-money at 12/31/2024 (strikes $367–$510 vs. $253 close), and vesting is predominantly PSUs/RSUs with multi-year schedules—suggesting alignment to sustained execution rather than near-term cash-outs .
- Retention risk mitigated by a 3-year cliff RSU retention award granted in 2024 (~$2.0M), plus severance policy requiring 18-month non-compete/non-solicit; CIC terms accelerate RSUs and provide $3.3M severance under double trigger—important for transition scenarios .
- Pay-for-performance linkage is credible: AIP gating and tough EPS thresholds (zero paid in 2023; 95% funded in 2024) and PSU design tied to strategic metrics and rTSR modifier should keep realized pay sensitive to execution and shareholder outcomes .
- Governance quality reduces red flags: clawback coverage beyond restatements, no excise tax gross-ups, and no option repricing—supporting investor confidence in compensation risk management .