John Garratt
Director at HUM
Board
About John W. Garratt
Independent director at Humana since 2020; age 56. Chairs the Investment Committee and serves on the Audit Committee, with the Board designating him an “audit committee financial expert.” Previously President & CFO of Dollar General (Sept 2022–June 2023) following EVP & CFO (Dec 2015–Sept 2022); earlier senior finance and strategy leadership roles at Yum! Brands, Alcoa, and GE. Other current public boards: Papa John’s International and Cracker Barrel Old Country Store.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dollar General Corporation | President & CFO | Sep 2022 – Jun 2023 | Led finance and operations; capital discipline |
| Dollar General Corporation | EVP & CFO | Dec 2015 – Sep 2022 | CFO leadership through growth cycle |
| Dollar General Corporation | Interim CFO | Jul 2015 – Dec 2015 | Transitioned finance leadership |
| Dollar General Corporation | SVP, Finance & Strategy | Oct 2014 – Jul 2015 | Strategy and finance oversight |
| Yum! Brands, Inc. | VP Finance & Division Controller (KFC, Pizza Hut, YRI) | Oct 2013 – Oct 2014 | Division financial control |
| Yum! Brands, Inc. | Senior Director, Corporate Strategy | Mar 2010 – Oct 2013 | Led corporate strategy, cross-divisional initiatives |
| Yum! Brands, Inc. | Various finance roles | May 2004 – Mar 2010 | Financial planning and analytics |
| Alcoa Inc. | Plant Controller | Apr 2002 – May 2004 | Plant-level financial oversight |
| General Electric | Financial management positions | Mar 1999 – Apr 2002 | Finance leadership |
| Alcoa Inc. | Early career | ~May 1990 – ~1999 | Foundational finance roles |
External Roles
| Company | Role | Committees/Chair | Notes |
|---|---|---|---|
| Papa John’s International (NASDAQ: PZZA) | Director | Audit (Member); Compensation (Chair, appointed Mar 16, 2025) | Audit meetings FY2024: 5; Compensation meetings FY2024: 8 |
| Papa John’s International | Director | Audit (Member); Compensation (Chair) | Governance site confirms committee roles |
| Cracker Barrel Old Country Store (NASDAQ: CBRL) | Director | Audit; Compensation (Member) | Committee composition page |
| Federal Reserve Bank of Atlanta | Board Member | — | Served until Dec 2023 |
Board Governance
- Committees: Investment Committee Chair; Audit Committee Member; designated audit committee financial expert by the Board.
- 2024 meetings: Board met 12 times; all incumbent nominees met NYSE 75% attendance requirements and attended the 2024 Annual Meeting. Non-management directors held executive sessions at each regularly scheduled Board meeting.
- Committee cadence: Audit (9 meetings in 2024); Investment (4) among others.
| HUM Committee | Garratt Role | 2024 Meetings |
|---|---|---|
| Investment | Chair | 4 |
| Audit | Member; Financial Expert | 9 |
Fixed Compensation
- Director pay program: Annual cash retainer $125,000; Committee Chair fees: Audit $25,000, O&C $20,000, NGS $20,000, all other committee chairs $15,000; Annual equity retainer ~$200,000 in RSUs; charitable match up to $40,000; insurance benefits as disclosed.
- 2024 Garratt compensation detail: Cash fees $140,000 (retainer + Investment Chair fee), Stock awards $199,886 (RSUs), All other compensation $1,543 (occupational tax $769; life insurance $774). Total $341,429.
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 140,000 |
| Stock Awards (RSUs) | 199,886 |
| Option Awards | — |
| Non-Equity Incentive Comp | — |
| Change in Pension/Deferred Comp Earnings | — |
| All Other Compensation (breakdown below) | 1,543 |
| Total | 341,429 |
| All Other Compensation (2024) | Amount ($) |
|---|---|
| Occupational Tax | 769 |
| Life Insurance | 774 |
| Matching Charitable Gift | — |
| Other | — |
| Total | 1,543 |
Performance Compensation
- Annual RSU grants to directors vest at end of service year; initial RSU grant at first election equals current annual stock grant; unvested RSUs prorated upon vesting if partial-year service; vested RSUs with payout deferral accrue dividend equivalents. No performance metrics are tied to director RSU awards.
- RSU grant specifics:
- Jan 2, 2024: 430 RSUs; grant-date fair market value $464.85 per share (~$200,000).
- Jan 2, 2025: 783 RSUs; grant-date fair market value $255.54 per share (~$200,000); vest Dec 31, 2025.
| RSU Grant | Grant Date | Shares | Grant-Date FMV/Share | Approx. Grant Value |
|---|---|---|---|---|
| Annual Director RSU | Jan 2, 2024 | 430 | $464.85 | ~$200,000 |
| Annual Director RSU | Jan 2, 2025 | 783 | $255.54 | ~$200,000 |
Other Directorships & Interlocks
| Company | Relationship to HUM | Potential Interlock/Conflict |
|---|---|---|
| Papa John’s International | None disclosed | Serves as Compensation Chair and Audit member; no HUM-related transactions disclosed; independent status affirmed at HUM |
| Cracker Barrel Old Country Store | None disclosed | Audit and Compensation member; no HUM-related transactions disclosed |
- HUM’s related-party review determined “no material transactions involving a current director or director nominee.”
Expertise & Qualifications
- Skills: Public company CFO experience; financial oversight; capital allocation; corporate transactions; marketing/consumer insights; risk assessment; corporate governance.
- Audit committee financial expert designation by HUM Board.
Equity Ownership
- Beneficial ownership (as of Jan 15, 2025): 1,685 shares; less than 1% of class.
- Deferred shares under Director Deferred Compensation Plan: 382 (incl. dividend-equivalent units/cash invested in HUM Common Stock Fund).
- 2025 RSUs outstanding: 783 RSUs granted Jan 2, 2025, vesting Dec 31, 2025.
- Options: None held/exercisable by non-employee directors as of Jan 15, 2025.
- Pledging/Hedging: Company prohibits hedging and pledging; as of Mar 1, 2025, no shares are pledged by any directors or executive officers.
- Ownership guidelines: Minimum equity ownership of 5x annual cash retainer for non-employee directors; compliance monitored by the Organization & Compensation Committee.
| Ownership Element | Detail |
|---|---|
| Beneficially Owned Shares | 1,685 |
| Deferred Shares | 382 |
| RSUs Granted (2025) | 783 (vest Dec 31, 2025) |
| Options (exercisable) | None |
| Pledged Shares | None (policy prohibits) |
| Ownership Guideline | 5x annual cash retainer; monitored by O&C Committee |
Governance Assessment
- Positive signals:
- Independence and committee leadership: Independent since 2020; chairs Investment Committee; Audit member and designated financial expert, aligning with strong oversight of financial reporting, risk, and capital deployment.
- Engagement and attendance: Board met 12 times in 2024; all director nominees met NYSE attendance thresholds; executive sessions held at each regular Board meeting.
- Alignment: Annual equity RSUs and stringent director ownership guidelines (5x cash retainer); anti-hedging/pledging policy; no material director-related party transactions identified.
- Watch items:
- Multi-board commitments: Concurrent service (and Compensation Chair role) at Papa John’s and committee roles at Cracker Barrel increase time demands; currently mitigated by HUM’s attendance disclosures and his financial expert designation.
- Director benefits: Participation in medical/dental benefits is permitted; “All Other Compensation” amounts are modest (tax and insurance), but investors typically monitor non-cash benefits for governance optics.
Overall, Garratt’s finance-heavy background and audit expertise, coupled with HUM’s ownership/anti-hedging policies and lack of related-party exposure, support board effectiveness and investor confidence; monitor bandwidth across multiple boards and evolving Investment Committee oversight of external managers.