Michelle O’Hara
About Michelle O’Hara
Michelle O’Hara is Humana’s Chief Human Resources Officer (CHRO), effective January 1, 2025, reporting to the CEO and charged with enterprise talent strategy across ~63,000 employees . She holds a B.S. in Chemistry from the College of William & Mary and previously served as EVP & CHRO at Science Applications International Corporation (SAIC), with earlier leadership roles at BearingPoint, Perot Systems, and Booz Allen Hamilton; she also serves on the boards of Atlantic Union Bankshares (AUB) and HR Policy Association . At Humana, executive incentive design emphasizes pay at risk, clawbacks, double-trigger change-in-control terms, stock ownership guidelines, and prohibits hedging/pledging; LTIPs incorporate multi-year metrics (e.g., ROIC and strategic measures with a relative TSR modifier) to align compensation with long-term performance . As of her Form 3 filing on January 2, 2025, O’Hara reported 0 Humana common shares beneficially owned, indicating no initial equity position at HUM at appointment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SAIC | Executive Vice President & Chief Human Resources Officer | Not disclosed | Led people strategy driving gains in culture, talent acquisition, retention, and diversity during rapid growth and change . |
| BearingPoint | Head of Global Talent Acquisition | Not disclosed | Redefined talent acquisition function . |
| Perot Systems | Senior HR leadership roles | Not disclosed | Senior leadership roles; impact not specifically quantified in filings . |
| Booz Allen Hamilton | Senior HR leadership roles | Not disclosed | Senior leadership roles; impact not specifically quantified in filings . |
External Roles
| Organization | Role | Start/Disclosure Date | Notes |
|---|---|---|---|
| Atlantic Union Bankshares (AUB) | Director | Form 3 event date 12/06/2023; filed 12/15/2023 | Initial statement filed as Director; Form 3 indicated no securities beneficially owned at filing . |
| HR Policy Association | Board member | Not disclosed | Board service disclosed by Humana in appointment release . |
Fixed Compensation
Humana-specific compensation for O’Hara (base salary, bonus targets, grants) has not yet been disclosed in HUM’s proxy or 8-Ks. Historical SAIC compensation illustrates her pay mix and performance linkage:
| Metric | FY 2023 (SAIC) | FY 2024 (SAIC) |
|---|---|---|
| Base Salary ($) | 542,308 | 611,683 |
| Stock Awards ($, RSUs/PSUs grant-date value) | 1,000,045 | 1,427,343 |
| Non-Equity Incentive Plan Compensation ($) | 552,200 | 1,200,000 |
| All Other Compensation ($) | 27,623 | 16,631 |
| Total ($) | 2,122,176 | 3,255,657 |
Performance Compensation
Humana program architecture emphasizes pay-for-performance with clawbacks, double-trigger vesting on CIC, and stock ownership requirements; LTIP measures include multi-year ROIC and strategic performance with a relative TSR modifier for executives . SAIC history demonstrates O’Hara’s incentive structure and outcomes:
Annual (STI) – SAIC FY 2023
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Financial Score (Company) | 100% (cash STI is performance-based) | 100% of base salary target | 100.4% | $552,200 cash incentive paid | N/A (cash) |
Long-Term Incentive Design
| Award Type | Weighting | Performance Metrics | Vesting Schedule |
|---|---|---|---|
| PSUs (SAIC) | Increased to 60% of annual LTI awards (FY23) | Company measurable financial goals over 3-year cycle | Earned shares vest/issue at cycle end (0–200% of target) |
| RSUs (SAIC) | Balance of LTI | Stock price alignment/retention (time-based) | Time-based vesting in 33% annual installments over 3 years |
| Humana LTIP (Executives) | At least 55% performance-based (prior HUM policy) | 3-year aggregated ROIC and strategic measures, rTSR modifier | PSUs vest on 3rd anniversary based on preset targets |
Equity Grants – SAIC Grant-Date Values
| Fiscal Year | PSUs+RSUs Grant-Date Fair Value ($) |
|---|---|
| 2023 | 1,000,045 (computed under ASC 718; PSUs at target) |
| 2024 | 1,427,343 (computed under ASC 718; PSUs at target) |
Equity Ownership & Alignment
| Item | HUM (as of Form 3 filed 01/02/2025) | Policy/Guidelines |
|---|---|---|
| Beneficial Ownership (Common) | 0 shares (Direct) | HUM requires minimum stock ownership levels for executive leadership (policy in place) . |
| Hedging/Pledging | Prohibited for associates/executives/directors | HUM anti-hedging/pledging policy prohibits such transactions . |
| Clawbacks | Mandatory recovery for specified financial-based incentive comp restatements; broader improper-conduct recoupment applies to all forms of incentive comp | Policy filed as an exhibit to HUM’s latest 10-K . |
| Stock Ownership Multiples | HUM historical guideline: CEO 7x salary; executive officers 3x; SVPs 1x (illustrative prior policy) | No employment contracts; program relies on policy-based governance . |
Historical reference (SAIC at initial filing):
- SAIC Form 3 (2019): Common stock 14,747 (Direct) and 2,223.845 (Indirect via plan) .
Employment Terms
| Provision | Humana Approach | Implications |
|---|---|---|
| Employment Contract | HUM states no employment contracts for CEO, NEOs, or other executive officers . | Suggests standard policy-based severance/CIC terms, not bespoke agreements . |
| Change-in-Control (CIC) | Double-trigger required under CIC policy and equity agreements . | No single-trigger severance; equity vests only with CIC plus qualifying termination . |
| Clawback | Complies with Section 10D and NYSE; plus broad recoupment for improper conduct causing material harm . | Strong pay-for-performance enforcement and misconduct deterrence . |
| Hedging/Pledging | Prohibited for all associates and Board Directors . | Alignment preserved; no collateralization risk . |
| Stock Ownership Guidelines | Minimum ownership levels required; robust governance pillars noted . | Long-term alignment; retention of net shares until compliant (policy framework) . |
| Tax Gross-ups | HUM indicates no excise tax gross-ups for NEOs/executives . | Shareholder-friendly posture . |
| Perquisites | No excessive perquisites; require business rationale . | Risk-managed perks . |
Investment Implications
- Near-term insider selling pressure appears minimal: O’Hara’s HUM Form 3 shows zero beneficial ownership at appointment, and HUM prohibits hedging/pledging, reducing leverage-driven sell risk .
- Alignment will build via HUM’s stock ownership guidelines and performance-driven LTIs (multi-year ROIC/strategic metrics with rTSR modifier), supporting pay-for-performance and retention; watch for initial HUM equity grants and evolving PSU targets/weights in the next proxy .
- Governance strength (double-trigger CIC, broad clawbacks, no contracts/gross-ups) lowers compensation-related red flags and dampens severance arbitrage risk, but absence of a disclosed individual HUM package limits visibility into her exact incentives until the next DEF 14A .
- Track record signals: SAIC compensation tied to measurable outcomes (STI 100.4% score; LTI mix with 60% PSUs), indicating familiarity with rigorous incentive frameworks that align with HUM’s design principles .