Japan Mehta
About Japan Mehta
Japan A. Mehta is Humana’s Chief Information Officer (CIO), appointed in December 2024 with the role effective in the first quarter of 2025; he is 44 years old and a Section 16 executive officer . He oversees digital and technology, infrastructure, cybersecurity, data, and AI, setting the technology transformation vision to connect consumers and caregivers and enable better clinical decision making . Mehta previously served as Chief Data Officer at Citi (2018–2025), CIO for Citi Global Wealth, and CIO roles for Global Consumer Technology in APAC and Europe; prior leadership posts include JPMorgan, Barclays, and Verizon; he holds a BE in Electronics & Communication (Gujarat University, Dharamsinh Desai Institute of Technology) and an MS in Industrial Engineering (University of Wisconsin), with 35 patents across tech domains . Company performance context underpins his mandate: Humana delivered 2024 Adjusted EPS of $16.21, returned $1.22B to shareholders via dividends and buybacks, grew individual MA membership by ~250,000 (+5%), and scaled CenterWell primary care to 344 centers serving ~390,500 patients (+33% YoY) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup | Chief Data Officer | 2018–2025 | Led enterprise data quality and governance transformation across Citi . |
| Citigroup | CIO, Citi Global Wealth | Prior to 2018 | Technology leadership across wealth client segments; platform modernization . |
| Citigroup | CIO, Global Consumer Technology (APAC, Europe) | Prior to 2018 | Regional CIO roles for consumer tech across APAC and Europe; large-scale systems oversight . |
| JPMorgan | Technology/Digital Leadership | Prior | Senior tech leadership positions in financial services . |
| Barclays | Technology/Digital Leadership | Prior | Digital platform leadership in banking . |
| Verizon | Technology/Digital Leadership | Prior | Telecom systems and digital product leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public company board or external governance roles disclosed for Mehta . |
Fixed Compensation
- Specific base salary and target bonus for Japan Mehta are not disclosed in Humana’s 2025 proxy or 8-Ks; Humana’s executive program uses market-based base salary reviewed annually by the Organization & Compensation Committee .
- Stock ownership guidelines require 7x base salary for CEO and 3x base salary for other executive officers; compliance monitored by the Committee .
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Results (Program-Level)
| Metric | Weighting | Target/Threshold/Max | Actual | Performance Rate | Plan Weighting Applied |
|---|---|---|---|---|---|
| Adjusted EPS | 50% | Target $16.00; Max $20.00 | $16.21 | 105.3% | 52.6% . |
| Individual MA Membership Growth | 20% | 400k/525k/650k | 250k | 0% | 0% . |
| Integrated Health | 15% | 125k/132.5k/140k | 133,100 | 108.0% | 16.2% . |
| Strategic Measures | 15% | 0%/15%/30% | — | 174.5% | 26.2% . |
| Final Plan Funding | — | — | — | — | 95% of target payout . |
Notes:
- 2024 AIP gate: no payout unless Adjusted EPS ≥ $16.00; non-financial measures capped at target if EPS at/below target .
- AIP metrics align to MA profitability, integrated health engagement, and strategic efficiency/innovation .
Long-Term Incentives (LTI) – Equity Mix and 2024 PSU Structure (Program-Level)
| Component | Weight | Vesting | Key Design |
|---|---|---|---|
| Performance Stock Units (PSUs) | 50% (modified in 2024) | Vest at 3rd anniversary | 2024–2026 PSU: 30% 2024 Adjusted EPS (one-year measured, 3-year vest), 70% Strategic Measures (Integrated Health; Clinical Innovation), rTSR modifier ±20% vs peer group, capped at 200% . |
| Restricted Stock Units (RSUs) | 25% | Time-based; annual 1/3 over 3 years | Promotes retention and ownership . |
| Stock Options (ISO/NQ) | 25% | Typically annual tranches over 3 years | Aligns to long-term value creation via stock price appreciation . |
2025 PSU direction: returned to a three-year relative TSR financial measure (2025–2027) plus operational/strategic measures for Star Ratings recovery and productivity, directly tied to financial performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Grant | 5,046 RSUs awarded on 02/13/2025 under Humana’s 2019 Amended & Restated Plan; contingent right to one share per RSU; grant exempt under Rule 16b-3 . |
| Beneficial Ownership | Not disclosed in proxy tables; Mehta was not an NEO or director for 2024; Form 4 shows RSU holdings . |
| Hedging/Pledging | Prohibited for all associates and directors (short sales, derivatives, margin/pledge accounts) . |
| Pledged Shares Status | As of March 1, 2025, no shares are pledged by executive officers or directors . |
| Ownership Guidelines | 3x base salary for executive officers (7x for CEO); ongoing compliance monitored . |
| Insider Activity | No insider sales reported for Mehta as of initial filing; Form 4 reflects award, not sale . |
Typical vesting conventions:
- RSUs: time-based, vest in equal annual installments over three years .
- PSUs: vest on third anniversary subject to performance; unvested PSUs vest at target upon qualifying double-trigger CIC termination .
Employment Terms
| Provision | Terms (Program/Policy-Level) |
|---|---|
| Start date / Role | Announced December 2024; CIO effective Q1 2025 . |
| Severance Policy | NEOs: CEO—24 months base + target bonus; Other NEOs—18 months base salary; restrictive covenants (non-compete, non-solicit, non-disparagement) during severance period . |
| Change-in-Control (CIC) | Double-trigger. CEO: 30 months base + target bonus; Other NEOs: 24 months base + target bonus; continued benefits for 18 months; options become exercisable; RSUs and PSUs vest (PSUs at target) . |
| Clawback | Compensation recoupment policy complying with SEC/NYSE 10D/303A.14; mandatory recovery for certain restatements and improper conduct; applies to all incentive compensation; filed with 10-K . |
| Anti-Hedging/Pledging | Prohibits hedging, short sales, derivative transactions, margin/pledge accounts . |
| Equity Grant Policy | Grants not timed around MNPI; avoids blackout and SEC filing windows; grants made following Committee approval and after windows clear . |
| Tax Gross-ups | No tax gross-ups provided to NEOs/executives . |
Investment Implications
- Retention and alignment: Initial RSU grant (5,046) and standard three-year vesting, combined with 3x salary ownership guidelines, clawbacks, and anti-hedging/pledging, point to strong alignment and reduced short-term selling pressure from Mehta specifically .
- Execution levers: Mehta’s deep data/technology background (Citi CDO; prior CIO roles) and patent portfolio align with Humana’s strategic needs amid a complex MA environment, Stars recovery, and CenterWell scaling—key drivers of margin expansion and integrated care outcomes cited by management .
- Pay-for-performance nexus: Executive incentives emphasize Adjusted EPS, integrated health engagement, strategic measures, and rTSR—tying technology modernization and member/provider experience improvements to payout outcomes over 1–3 years; CIO execution on data, AI, and cyber is central to achieving these metrics .
- Watch items: No disclosed individual compensation details (base/bonus) for Mehta yet; monitor future proxy and Section 16 filings for additional awards and any 10b5-1 plans; enterprise-level targets (AIP/PSU) hinge on MA margin trajectory and Stars cut points, indicating technology-enabled operational excellence will be critical in 2025–2027 .