Marcy Klevorn

About Marcy S. Klevorn

Independent director of Humana Inc. since February 2021; age 65. Former Chief Transformation Officer at Ford Motor Company (May–October 2019) after a 36-year IT and digital transformation career at Ford, including EVP & President of Ford Smart Mobility and Group VP of Information Technology .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ford Motor Company	Chief Transformation Officer	May–Oct 2019	Led enterprise governance/process improvements, agile adoption, and strategic tech partnerships
Ford Smart Mobility LLC	EVP & President	Not disclosed	Oversaw acquisitions/investments; accelerated mobility services and data analytics
Ford Motor Company	Group VP, Information Technology; Director, Office of the CIO	Not disclosed	Led large-scale IT modernization and cybersecurity/infrastructure programs

External Roles

Organization	Role	Tenure	Committees/Impact
Northern Trust Corporation	Director	Ongoing	Public company directorship disclosed; committee roles not specified in HUM proxy
Cerence Inc.	Director	Ongoing	Public company directorship disclosed; committee roles not specified in HUM proxy

Board Governance

Committee assignments: Chair, Technology Committee; Member, Audit Committee .
Independence: Board determined all directors except the CEO are independent under NYSE/SEC/IRS standards; independence review included director-affiliated financing arrangements determined immaterial and not interfering with judgment .
Attendance and engagement: 2024 Board held 12 meetings; all incumbent nominees met NYSE 75% attendance requirement and attended the 2024 annual meeting; board conducts executive sessions and robust education/engagement cadence .
Election signal (2025 annual meeting): Votes for Klevorn 99,516,177; against 436,909; abstained 56,882; broker non-votes 5,193,204 .
Board refresh/limits: Non-employee directors must retire at the first annual meeting after age 73; outside board service capped at 4 public boards for non-CEO directors; policy monitored annually .

Fixed Compensation

Year	Cash Retainer ($)	Committee Chair Fees ($)	Total Cash Fees ($)	Equity Grant ($)	All Other Comp ($)	Notes
2024	125,000	15,000 (Tech Chair “all other chairs”)	140,000	199,886 (annual RSU retainer)	23,699 (incl. $21,000 matching gifts; $413 occupational tax; $2,286 life insurance)	Director equity retainer paid in RSUs; vests end of service year
2023	120,000	15,000 (Tech Chair)	135,000	190,129	26,811	2023 program and reported amounts per proxy tables

Charitable match availability: up to $40,000 per year; Klevorn utilized $21,000 in 2024 .
Director insurance/BT accident coverage and stock deferral program disclosed; many directors, including Klevorn, defer stock compensation .

Performance Compensation

Element	Structure	Metrics	Vesting	Grant Details
Annual Director Equity	Time-based RSUs (non-employee director program)	None (not performance-based for directors)	Vests at end of service year; pro-rated if < full year	430 RSUs granted Jan 2, 2024 (≈$200,000 at $464.85 FMV) ; 783 RSUs granted Jan 2, 2025 (≈$200,000 at $255.54 FMV), vest Dec 31, 2025

HUM’s PSU/EPS/TSR frameworks apply to executives; non-employee directors receive fixed cash fees and time-based RSUs without performance metrics .

Other Directorships & Interlocks

Current public boards: Northern Trust Corporation; Cerence Inc. .
Independence review noted “financing arrangements between the Company and companies affiliated with certain directors” with payments below NYSE thresholds; Board affirmed independence for all non-employee directors after recusals .
No related-party transactions involving current directors were identified; executive and >5% holder relationships reviewed separately and deemed immaterial to independence (e.g., Oracle Health, BlackRock) .

Expertise & Qualifications

IT/Digital; Data Privacy; Cybersecurity expertise; Marketing/Consumer insights; Risk assessment; Corporate governance and Sustainability/ESG—highlighted explicitly in Klevorn’s director biography and Board skills matrix .

Equity Ownership

Holder	Beneficial Ownership (Shares)	Deferred Shares (Director Plan)	Unvested RSUs (2025 annual retainer)	% of Class
Marcy S. Klevorn	436	1,247 (deferred, incl. dividend equivalents)	783 RSUs (Jan 2, 2025 grant; vest Dec 31, 2025)	<1%

Stock ownership guidelines: 5x annual cash retainer for non-employee directors; compliance monitored by the Organization & Compensation Committee .
Hedging/pledging prohibited for directors; no shares pledged by directors as of March 1, 2025 .

Governance Assessment

Board effectiveness: As Technology Committee Chair and Audit Committee member, Klevorn is positioned at the nexus of technology strategy, cybersecurity oversight, and financial reporting—key risk areas for MA/carrier operations and CenterWell health services .
Independence and time commitment: Board affirmed independence; HUM caps outside board service at 4 for non-CEO directors—Klevorn serves on 2 public boards, within policy limits .
Investor confidence signals: Strong 2025 re-election support (99.5M “for” vs 0.44M “against”); Say-on-Pay support was 91% in 2024 and 89.31M “for” votes in 2025—indicative of shareholder alignment with board oversight of compensation .
Compensation alignment: Director pay is balanced between cash fees and annual RSUs with stock ownership guidelines and prohibited hedging/pledging, supporting long-term alignment without incentivizing short-term risk-taking .
Potential conflicts/red flags: None identified specific to Klevorn; financing arrangements with director-affiliated entities reviewed and found immaterial; HUM’s related party policy and annual independence review mitigate conflict risk .

Overall, Klevorn’s deep IT/cyber background and role as Technology Committee Chair enhance board oversight of data governance, AI/cyber risk, and digital transformation—areas highlighted by HUM’s investors and governance disclosures—while audit membership adds financial control rigor; re-election margins and ownership policies support investor confidence .