Wayne Frederick
Director at HUM
Board
About Wayne A. I. Frederick, M.D.
Wayne A. I. Frederick, M.D., age 53, has served on Humana’s Board since February 2020 and is independent. He is President Emeritus of Howard University, a practicing cancer surgeon, and the Charles R. Drew Professor of Surgery; he also holds an MBA from Howard University (2011) . At Humana, he chairs the Organization & Compensation Committee and serves on the Clinical Quality Committee, bringing deep healthcare, public policy, and ESG expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howard University | President (17th President), then President Emeritus; Charles R. Drew Professor of Surgery | President: Jul 2014–Sep 2023; Emeritus thereafter | Led major academic medical initiatives; clinical leadership; administrative oversight |
| University of Texas MD Anderson Cancer Center | Post-doctoral research and surgical oncology fellowships | Not disclosed | Clinical and research training |
| University of Connecticut | Associate Director, Cancer Center | Not disclosed | Academic leadership |
| Howard University (prior roles) | Associate Dean, Division Chief (Surgery), Director (Cancer Center), Deputy Provost for Health Sciences | Not disclosed | Academic/clinical operations leadership |
External Roles
| Organization | Role | Public/Private | Committees/Impact |
|---|---|---|---|
| Insulet Corporation | Director | Public | Not disclosed |
| Tempus AI, Inc. | Director | Public | Not disclosed |
| Workday, Inc. | Director | Public | Not disclosed |
| Agostini Limited | Director (voluntary leave taken Feb 2025 to reduce commitments) | Public | Time-commitment reduction; brings active outside service to three public boards (plus HUM) |
| Mutual of America Life Insurance Co. | Director | Private | Not disclosed |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent; Board determined all non-employee directors are independent (2025 review) |
| HUM Committees | Chair, Organization & Compensation; Member, Clinical Quality |
| Committee Meeting Cadence (2024) | Organization & Compensation: 7 meetings; Clinical Quality: 7 meetings |
| Board Attendance | 2024: 100% of incumbent director nominees met NYSE ≥75% attendance requirement; Board held 12 meetings; executive sessions at each regular meeting |
| Years of Service on HUM Board | Director since 2020 |
| Board Leadership Context | Independent Chairman; separate CEO and Chair roles to maintain oversight; Lead Director used only if roles combined |
| Stockholder Engagement | O&C Committee letter; say‑on‑pay approval 91% in 2024 |
Fixed Compensation (Director)
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 125,000 | Standard non-employee retainer |
| Committee Chair Fee | 20,000 | O&C Chair fee |
| Total Cash Fees Earned | 145,000 | Reported for Dr. Frederick |
| Annual Equity Grant (RSUs) | 199,886 | Approx. $200k in RSUs; 430 RSUs granted Jan 2, 2024 at $464.85 |
| All Other Compensation | 42,376 | Matching charitable gift $40,000; occupational tax $426; life insurance $414; other $1,536 |
| Total 2024 Director Compensation | 387,262 | Sum as reported |
| Director Comp Structure | Cash $125k + Chair fee; annual RSUs ~$200k; initial RSUs for new directors; no options; charitable match up to $40k |
Performance Compensation (Director)
Humana does not tie director pay to performance metrics. Director equity is time-based RSUs that vest at the end of the service year; initial RSU grants equal the dollar value of the annual stock retainer; no options or performance-conditioned equity for directors .
| Equity Feature | Detail |
|---|---|
| RSU Vesting | Annual grant vests at year-end of service; prorated if less than full year |
| 2024 RSU Grant Size | 430 RSUs at $464.85 (grant-date value ≈ $200k) |
| 2025 Annual RSUs | 783 RSUs granted Jan 2, 2025 (≈ $200k at $255.54); vest Dec 31, 2025 |
Other Directorships & Interlocks
- External public boards: Insulet, Tempus AI, Workday; voluntary leave from Agostini Limited in Feb 2025 to reduce commitments (active outside service at three public boards plus HUM, consistent with HUM’s policy cap) .
- Potential interlock to monitor: Humana leverages Workday for workforce demographics and HR systems; Dr. Frederick sits on Workday’s board. Not flagged as a related-party transaction or independence issue in HUM’s 2025 proxy, but oversight sensitivity warrants monitoring .
Expertise & Qualifications
- Healthcare industry experience; Government Relations/Public Policy; Sustainability/ESG .
- Clinical leadership as practicing cancer surgeon; leadership across academic medical roles .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Beneficially Owned Shares (Jan 15, 2025) | 440 shares (less than 1% of class) |
| Deferred Shares under Director Plan | 1,663 shares (includes dividend equivalents) |
| 2025 Annual RSU Grant | 783 RSUs (vest Dec 31, 2025) |
| Pledging/Hedging | None; company policy prohibits hedging and pledging; no shares pledged by any director as of Mar 1, 2025 |
| Ownership Guidelines | 5x annual cash retainer; compliance monitored by O&C Committee |
Governance Assessment
-
Strengths
- Independent director, O&C Committee Chair during major leadership transitions; led disclosure enhancements and compensation oversight; Committee affirmed no compensation-risk issues likely to have a material adverse effect .
- High engagement culture: regular executive sessions; robust board evaluation; strong say‑on‑pay support (91%) under his committee leadership .
- Clear alignment policies: clawback policy compliant with Section 10D/NYSE; anti-hedging/pledging; director stock ownership guidelines .
-
Potential Risks/RED FLAGS to monitor
- Time-commitment risk: During part of 2024, served on five public company boards after Tempus AI IPO; took a voluntary leave from Agostini Limited in Feb 2025 to comply with HUM’s board service cap (now within policy). Continued monitoring warranted if new roles emerge .
- Interlock sensitivity: Workday system usage by HUM while Dr. Frederick serves on Workday’s board; not identified as related-party or material, but governance teams should maintain oversight of vendor relationships and director affiliations .
-
Conflicts/Related Party
- HUM’s Board reported no material transactions involving current directors or nominees; independence determinations reaffirmed in 2025 .
-
Director Compensation Alignment
- Balanced cash/equity mix with no performance-tied director pay; strong ownership and retention features (time-based RSUs, 5x retainer guideline) .
-
Attendance/Engagement
- Board reported all incumbents met NYSE attendance requirements; frequent executive sessions and multi-format meetings reflect active oversight .
Overall: Dr. Frederick’s healthcare and policy expertise, combined with his role as O&C Chair during CEO/CFO transitions and compensation program recalibration, supports board effectiveness. Time-commitment was proactively addressed; vendor interlock with Workday merits continued monitoring, though not flagged as material. The governance framework (clawbacks, ownership, hedging bans) and shareholder support underpin investor confidence .