Karen Katz
Director at HUM
Board
About Karen Katz
Karen W. Katz is an independent director of Humana, age 68, serving since 2019. She holds an M.B.A. and is the former President & CEO of Neiman Marcus Group; she also served as interim CEO of Intermix in 2022. Her board profile emphasizes public company CEO experience, financial oversight, marketing/consumer insights, risk assessment, and corporate governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neiman Marcus Group LTD LLC | President & CEO | 2010–Feb 2018 | Led omni-channel luxury retail; digital transformation focus |
| Intermix, LLC | Interim CEO | Jun 2022–Dec 2022 | Transition leadership for specialty retail |
| Neiman Marcus Group | Executive VP—Stores; Office of the Chairman | Not disclosed | Senior leadership roles across merchant, stores, eCommerce |
| Neiman Marcus Online; Neiman Marcus Stores | President; President & CEO | Not disclosed | Grew eCommerce and stores; customer experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Under Armour, Inc. | Director | Not disclosed | Current public board |
| The RealReal, Inc. | Chairperson | Not disclosed | Current public board |
Board Governance
- Committee assignments: Chair, Nominating, Governance & Sustainability Committee; Member, Organization & Compensation Committee .
- Independence: Board determined Katz is independent; overall Board 91% independent with an independent Chair .
- Attendance and engagement: All director nominees met NYSE 75% attendance requirement and attended the April 18, 2024 annual meeting; Board held 27 committee/board meetings (25 in-person/teleconference, 1 annual stockholder); Katz participated in 2024 fall investor outreach as NG&S Chair .
- Board evaluation: NG&S leads rigorous annual board and committee evaluations, including independent consultant interviews in 2024 .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director retainer |
| Committee chair fee (NG&S Chair) | $20,000 | NG&S Committee chair stipend |
| Fees earned or paid in cash (actual) | $145,000 | Katz 2024 cash compensation |
| All Other Compensation (total) | $43,410 | Matching charitable gift $39,620; occupational tax $40; life insurance $2,286; other $1,464 |
| Benefits/perqs policy | — | Directors may elect medical/dental benefits at associate rates; post–change-in-control eligibility for two years |
Performance Compensation
| Equity/Performance Component | Terms | Grant/Value | Vesting/Structure |
|---|---|---|---|
| Annual RSU grant (2024) | 430 RSUs | Grant-date FMV $464.85; ~$200,000 value | Vests end of service year (Dec 31, 2024); time-based |
| Annual RSU grant (2025) | 783 RSUs | ~$200,000 using $255.54 grant-date FMV | Expected to vest Dec 31, 2025; time-based |
| Options | — | $0 | No option awards to non-employee directors |
| Non-equity incentive | — | $0 | Directors do not receive annual bonuses |
| Deferrals | — | Katz deferred stock compensation; also elected to defer a portion/all of cash compensation under the Director Deferred Compensation Plan |
Performance metrics: Director equity is time-based RSUs; no TSR/financial metrics, no PSUs or options disclosed for directors .
Other Directorships & Interlocks
| Relationship | Nature | Materiality/Independence |
|---|---|---|
| Financing arrangements with companies affiliated with certain directors | Ordinary-course CP/financing participation | Below greater of $200k or 1% of each party’s annual revenue; independence affirmed |
| Related party transactions involving current directors | Board review | No material transactions involving current directors or director nominees |
Expertise & Qualifications
- Public company CEO experience; financial oversight and capital allocation; corporate transactions .
- Marketing/consumer insights; risk assessment; corporate governance .
- Board aptitude: “holistic approach to customer service” enabled by digital transformation; forward-thinking growth leadership .
Equity Ownership
| Ownership Datum | Amount | Notes |
|---|---|---|
| Beneficial ownership (Jan 15, 2025) | 590 shares | As reported for director nominees |
| Deferred shares under Director Deferred Compensation Plan | 2,688 shares | Includes accrued dividend equivalents and deferred cash invested in HUM stock fund |
| Pledged shares | None | Company policy prohibits pledging/hedging; none pledged as of Mar 1, 2025 |
| Exercisable options | None | Non-employee directors held no exercisable options as of Jan 15, 2025 |
| 2025 annual RSU retainer | 783 RSUs | ~ $200,000 at $255.54 grant-date FMV; expected to vest Dec 31, 2025 |
| Director stock ownership guideline | 5x annual cash retainer | Compliance monitored by the Organization & Compensation Committee |
Governance Assessment
- Strengths: Independent since 2019; chairs NG&S (key for board refreshment, diversity, ESG oversight); active investor engagement; solid attendance; compensation is balanced with majority in time-based equity; deferral elections increase alignment; no pledging; no material related-party transactions involving current directors .
- Potential flags to monitor:
- Director medical/dental plan participation and charitable matching are disclosed perquisites; not unusual but worth monitoring scale over time .
- Multiple external boards (Under Armour; The RealReal Chair) increase time commitments; independence affirmed, but monitor for any emerging interlocks with HUM counterparties .
- Net view: Governance profile supports investor confidence—clear independence, leadership in NG&S, strong attendance/engagement, and alignment via equity and deferrals. No director-specific conflicts identified; board-level financing arrangements reviewed and deemed immaterial with independence maintained .