Karen Katz
HUMANAAbout 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 .