Gordon Smith
Director at HUM
Board
About Gordon Smith
Gordon Smith, age 66, is an independent director of Humana Inc. (HUM) appointed effective October 23, 2024. He is the former Co-President and Co-COO of JPMorgan Chase & Co., with prior leadership of its Consumer & Community Banking and Card Services businesses; he also spent 25+ years at American Express and is an operating advisor to Clayton Dubilier & Rice. As of March 1, 2025, he holds no committee assignments; his skills matrix includes public company COO experience, finance/capital allocation, IT/digital & data privacy, marketing/consumer insights, risk assessment and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Co-President and Co-COO; member of firm’s Operating Committee | 2018–Jan 2022 | Helped oversee all aspects of the company’s businesses and operations |
| JPMorgan Chase & Co. | CEO, Consumer & Community Banking | 2012–2021 | Led CCB; consumer franchise and digital/operational execution |
| JPMorgan Chase & Co. | CEO, Chase Card Services; CEO, Card Services, Auto Finance and Student Lending | 2007–2011; 2011–2012 | Ran multiple consumer lending businesses |
| American Express | Various leadership roles including Global Commercial Card Business | 25+ years | Led and managed several businesses |
| Clayton Dubilier & Rice | Operating Advisor | Current | Operating advisor to private equity firm |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Choice Hotels International | Director | Public | Current; listed as his other public company board |
| Clayton Dubilier & Rice | Operating Advisor | Private | Current |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Smith is independent .
- Committee assignments: None as of March 1, 2025 (new director; elected Oct 23, 2024) .
- Board leadership: Independent Chair (Kurt J. Hilzinger); CEO and Chair roles separated .
- Attendance and engagement: Board met 12 times in 2024; all incumbent nominees elected at the 2024 Annual Meeting met NYSE’s 75% attendance requirement; regular executive sessions held at each meeting .
- Governance policies: Director stock ownership guideline = 5x annual cash retainer; hedging and pledging prohibited; compliance monitored by the Organization & Compensation Committee .
Fixed Compensation
| Component (Directors) | HUM Policy | 2024 Amount for Gordon Smith |
|---|---|---|
| Annual cash retainer | $125,000 | $125,000 |
| Equity retainer (RSUs) | $200,000 in common stock (RSUs; variable shares) | $200,113 grant-date value |
| Committee chair fees | $25,000 Audit; $20,000 O&C; $20,000 NGS; $15,000 other chairs | N/A in 2024 (no committee roles) |
| Other | Charitable match up to $40k; group life; travel insurance | $0 All Other Compensation in 2024 |
Notes:
- Director RSUs vest at the end of the related service year; initial award on election equals annual stock grant value and is in lieu of that year’s annual grant (forfeited if service <1 year) .
Performance Compensation
- Directors do not receive performance-based bonuses or PSUs; equity is time-based RSUs: annual RSU grant vests at year-end; initial RSU grant at appointment vests after a year of service (or per plan terms) .
- Ownership alignment: Must maintain ownership equal to 5x cash retainer; shares received must generally be held until guideline met (and for one year after vesting once met) .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict | Governance Assessment |
|---|---|---|---|
| Choice Hotels International | Public company board | None disclosed with HUM’s businesses | Ordinary external board service; within HUM policy limits |
| General director-affiliated financing arrangements | Various (not specifically Smith) | HUM participates in certain financing arrangements with companies affiliated with some non-employee directors; each below materiality thresholds | Board concluded immaterial and not impairing independence |
Expertise & Qualifications
- Public company operating experience (COO), finance/capital allocation, corporate transactions .
- IT/digital transformation; data privacy and cybersecurity oversight .
- Marketing/consumer insights; brand and customer journey expertise .
- Risk assessment and corporate governance .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial common shares (as of Jan 15, 2025) | 0 shares; excludes unvested RSUs (initial award) and January 2, 2025 annual grant |
| Unvested RSUs (proxy disclosure) | Initial annual stock retainer granted pursuant to 2024 elections expected to vest on Oct 23, 2025; January 2, 2025 annual stock retainer of 783 RSUs (approx. $200k at $255.54 grant date FMV) vesting Dec 31, 2025 |
| Ownership guidelines | 5x cash retainer; must hold shares until guideline met and for one year post-vesting thereafter |
| Hedging/pledging | Prohibited for directors |
Insider Transactions (Form 3/4 filings)
Note: Post-transaction ownership values are as reported in Form 4; transactions include initial/annual director equity awards and exempt acquisitions; no open-market purchases/sales are disclosed in these filings (see sources above).
Governance Assessment
- Strengths/signals supporting investor confidence:
- Independence affirmed; no related-party transactions involving any director were deemed material; HUM prohibits hedging/pledging and requires robust stock ownership for directors .
- Active board refreshment with independent chair and structured committee oversight (risk, technology/cyber, clinical quality, investment); regular executive sessions; strong attendance culture .
- Director pay mix emphasizes equity; Smith is building an equity position through RSUs, aligning with shareholders over time .
- Watch items/neutral considerations:
- New to HUM’s board with no committee assignments yet (as of March 1, 2025), reducing immediate committee-level influence; assignments may evolve with tenure .
- As of Jan 15, 2025, no beneficial common shares (proxy snapshot), though multiple RSU awards subsequently reported via Form 4 indicate increasing alignment; compliance with 5x retainer guideline will be monitored over time (see Form 4 filings above).
- Broader governance context:
- 2024 Say-on-Pay approval of 91% indicates general shareholder support for compensation practices; the board executed CEO/CFO succession and disclosed compensation adjustments with clawbacks and double-trigger CIC protections .
All citations: HUM 2025 DEF 14A (Director biography, independence, compensation, policies, attendance, ownership) . Insider filings: Full SEC URLs listed per row above.