Jorge Mesquita
Director at HUM
Board
About Jorge S. Mesquita
Independent director at Humana since 2021; age 63; serves on the Technology and Investment Committees. Former CEO of BlueTriton Brands (2021–2022), EVP & Worldwide Chairman, Consumer at Johnson & Johnson (2014–2019), and 29 years at Procter & Gamble in senior roles. Holds a B.S. in Chemical Engineering from Florida Institute of Technology (1983). Current outside public board: Mondelēz International, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueTriton Brands | Chief Executive Officer | Jul 2021 – Mar 2022 | Led initiatives to expand market leadership and sustainability focus |
| Johnson & Johnson | EVP & Worldwide Chairman, Consumer | Dec 2014 – Feb 2019 | Served on J&J Executive Committee; led consumer transformation |
| Procter & Gamble | Group President (New Business Creation & Innovation; Global Fabric Care); President, Global Home Care; President, Commercial Products/P&G Professional | 1984 – 2013 | Built and marketed global brands; innovation capabilities and growth |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Mondelēz International, Inc. | Director | Current | Public company board; consumer brands governance experience |
Board Governance
- Committee memberships: Technology Committee and Investment Committee; not a committee chair. In 2024, Technology met 5 times and Investment met 4 times. Board held 12 meetings; all incumbent nominees met NYSE’s 75% attendance requirement, and executive sessions were held at every meeting .
- Independence: Board determined all directors except the current CEO are independent; review included relationships with Oracle Health and financing arrangements; none were material or impaired independence .
- Director stock ownership policy: Non-employee directors must hold ≥5× annual cash retainer; holding requirements apply to vested RSUs; compliance monitored by the Organization & Compensation Committee .
- Anti-hedging/pledging: Company prohibits hedging and pledging by directors and associates .
- Related-party transactions: Board reported no material transactions involving any current director; reviewed executive officer and 5% holder relationships separately .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director retainer |
| All other compensation | $41,728 | Matching charitable gift $39,852; occupational tax $688; life insurance $1,188 |
| Meeting fees | Not disclosed | Program specifies retainers and chair fees; no per-meeting fees listed |
Performance Compensation
| Equity Award | Grant date | RSUs (#) | Grant-date FMV per share | Total FV | Vesting |
|---|---|---|---|---|---|
| Annual director RSU (2024) | Jan 2, 2024 | 430 | $464.85 | $199,886 | Vests end of service year (Dec 31, 2024); time-based |
| Annual director RSU (2025) | Jan 2, 2025 | 783 | $255.54 | ~$200,000 | Expected to vest Dec 31, 2025; time-based |
- Performance metrics tied to director compensation: None disclosed; director equity vesting is time-based and not contingent on financial/ESG metrics .
Other Directorships & Interlocks
| Company | Relationship/Role | Potential Interlocks/Conflicts |
|---|---|---|
| Mondelēz International, Inc. | Director | No Humana-related transactions disclosed; Board affirmed independence for all non-employee directors |
Expertise & Qualifications
- Skills: Healthcare industry experience; marketing/consumer insights; sustainability/ESG focus; global brand building and transformation track record .
- Global experience: Senior leadership across U.S. and international consumer businesses; multilingual (Portuguese, Spanish, English) per external bio .
- Education: B.S., Chemical Engineering, Florida Institute of Technology (1983) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 2,578 HUM shares as of Jan 15, 2025 |
| Ownership as % of outstanding | <1% (Company notes each listed director’s ownership is less than 1%; group total 0.37%) |
| Options | None (no exercisable options for non-employee directors) |
| RSUs | Annual RSU grants as disclosed; 2025 RSUs (783) not counted as beneficial ownership until vest |
| Pledging/Hedging | None; prohibited by policy; no shares pledged by directors |
| Ownership guidelines | ≥5× cash retainer; holding requirements on vested RSUs; compliance monitored |
Governance Assessment
- Board effectiveness and engagement: Mesquita’s consumer-brand and transformation expertise complements Humana’s technology and consumer experience oversight; active service on Technology and Investment committees aligns with critical oversight areas (IT modernization, cybersecurity, investment policy) .
- Independence and conflicts: No material related-party transactions involving directors; independence affirmed; hedging/pledging prohibited; low conflict risk .
- Attendance and participation: Met NYSE minimum attendance; Board and committees maintained robust meeting cadence in 2024; engagement practices include executive sessions every meeting and ongoing education .
- Compensation & alignment: Standard market director pay with balanced cash/equity (cash retainer $125k; annual RSUs ~$200k); stock ownership policy enforces alignment; no performance-based metrics in director compensation (common for U.S. boards) .
- Red flags: None observed—no over-boarding relative to Humana limits; no pledging/hedging; no director-related transactions. Outside public boards policy caps are enforced; all directors noted as in compliance with outside service policy .