Kurt Hilzinger
HUMANAAbout Kurt J. Hilzinger
Independent Chairman of the Board at Humana Inc. since January 1, 2014; director since 2003. Age 64. Partner at Court Square Capital Partners (since Nov 2007) with focus on healthcare; former President and COO of AmerisourceBergen (now Cencora), where he led the recapitalization and IPO of Amerisource Health and integration creating AmerisourceBergen; prior chair of the Healthcare Distribution Alliance with deep government affairs experience (FTC, FDA, DEA) . As of March 1, 2025, Humana’s Board determined he is independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AmerisourceBergen (Cencora) | President & COO; EVP & COO | EVP/COO Aug 2001–Oct 2002; President & COO Oct 2002–Nov 2007 | Led recapitalization/IPOs; integrated 30+ acquisitions; transformed to fee-for-services; government affairs leadership; HDA Chair |
| AmerisourceBergen Corporation | Director | Mar 2004–Nov 2007 | Board service during post-merger integration |
| Court Square Capital Partners | Partner | Nov 2007–present | Healthcare-focused private equity investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Outlook Therapeutics, Inc. | Director | Current | Public company board experience |
| Healthcare Distribution Alliance | Chair (prior) | Prior to Court Square | Sector policy and distribution oversight |
Board Governance
- Current roles: Independent Chairman of the Board; member of Humana’s Investment Committee .
- Independence: Board affirmed all directors except the CEO are independent; specific review of director-related relationships concluded immaterial and below NYSE thresholds .
- Board leadership/Chair duties include agenda setting, crisis response, director engagement/education, CEO guidance, shareholder engagement, and presiding at the annual meeting .
- Attendance and engagement: 2024 Board held 12 meetings; 100% of incumbent nominees met the NYSE 75% attendance requirement; directors attended the 2024 Annual Stockholder Meeting; executive sessions held at every meeting, led by the Chairman .
- Committee meeting cadence in 2024: Audit (9), Organization & Compensation (7), Nominating, Governance & Sustainability (8), Technology (5), Investment (4), Clinical Quality (7) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | Paid monthly; full retainer in initial year regardless of start date |
| Additional annual retainer – Non-Employee Chairman | $240,000 | Paid to Board Chairman |
| Committee chair fees | $25,000 (Audit); $20,000 (Org & Comp); $20,000 (Nominating); $15,000 (other chairs) | Annual chair fees by committee |
| Insurance benefits | Group life & accidental death: $400,000 for Chairman | Coverage decreases 50% at age 70 |
| Charitable contribution match | Up to $40,000 annually | Available to directors |
| 2024 Director Compensation (Hilzinger) | Amount ($) |
|---|---|
| Fees earned/paid in cash | $365,000 |
| Stock awards (grant-date fair value) | $199,886 |
| All other compensation | $44,515 (incl. charitable match $40,000; occupational tax $13; life insurance $3,168; other $1,334) |
| Total | $609,401 |
- Stock ownership guideline: minimum equity ownership of 5× annual cash retainer; compliance monitored by the Organization & Compensation Committee .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date FMV | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU retainer (directors in office Jan 2, 2024) | Jan 2, 2024 | 430 | $464.85 per share | Vests at year-end (pro-rated if partial year) | Annual ~$200,000 equity; dividend equivalents accrue if payout deferred |
| Annual RSU retainer (Jan 2, 2025) | Jan 2, 2025 | 783 | $255.54 per share | Vests Dec 31, 2025 | Represents ~$200,000; applies to all directors except CEO |
- Deferred compensation: Non-employee directors may defer cash and/or stock; Hilzinger deferred stock compensation in 2024 under the Director Deferred Compensation Plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Outlook Therapeutics, Inc. | Director | Not disclosed | None disclosed with Humana; Board concluded director-related relationships immaterial and under NYSE thresholds |
- Compensation Committee interlocks: Humana’s Organization & Compensation Committee members in 2024 were Wayne A.I. Frederick (Chair), Karen W. Katz, and Brad D. Smith; no interlocks involving Hilzinger and Humana executives .
Expertise & Qualifications
- Public company COO experience; financial oversight, capital allocation, and corporate transactions; healthcare industry expertise; government relations/public policy; risk assessment; corporate governance .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Common stock beneficially owned (Jan 15, 2025) | 19,448 shares |
| Deferred shares/units (incl. dividend equivalents and deferred cash invested in HUM stock fund) | 40,304 shares |
| Shares outstanding (Dec 31, 2024) | 120,641,615 |
| Ownership % of common shares outstanding | ~0.016% (19,448 ÷ 120,641,615) |
| Pledging/Hedging | Company policy prohibits hedging and pledging; none of the directors or executive officers had pledged shares as of Mar 1, 2025 |
Governance Assessment
- Board effectiveness and independence: Hilzinger serves as an independent Chairman with explicit governance duties, enhancing oversight during CEO transition; Board affirmed independence after reviewing director-affiliated relationships (including financing arrangements); all such relationships deemed immaterial and below NYSE thresholds .
- Engagement and attendance: Strong board engagement (27 board/committee meetings in 2024), regular executive sessions led by the Chairman; all incumbent nominees met NYSE attendance requirements and attended the Annual Meeting, supporting board discipline and accountability .
- Director pay and alignment: Compensation mix balanced between fixed cash (including Chairman retainer) and equity RSUs (~$200,000 annually), with mandatory stock ownership guideline of 5× cash retainer; Hilzinger’s 2024 total of ~$609K includes $200K equity, $365K fees, and modest other compensation, including charitable match—no options or performance units for directors—reducing risk of misaligned incentives .
- Shareholder signals: Say-on-pay support was 91% in 2024, indicating broad investor approval of compensation practices and governance oversight; Board took action on shareholder proposals (eliminated supermajority voting in Charter) and maintained majority voting standards—positive for governance confidence .
- Related-party exposure: No material transactions involving current directors; independence section reviewed Oracle Health relationship (not material to Humana or director) and director-affiliated financing arrangements—below materiality thresholds; ongoing monitoring via Related Party Transaction Approval Policy .
- RED FLAGS: None disclosed specific to Hilzinger. Monitor potential perception risk given private equity affiliation (Court Square) in healthcare; Board’s annual independence review and thresholds mitigate concerns .