Humana (NYSE: HUM) adds healthcare investor Robert Field to its board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Humana Inc. expanded its Board of Directors from ten to eleven members and elected Robert S. Field as a director, effective immediately following the Company’s 2026 Annual Meeting of Stockholders on April 16, 2026.
The Board determined that Field qualifies as an independent director under New York Stock Exchange standards. He will participate in Humana’s standard director compensation program and receive restricted stock units in connection with his election. Field is Principal and Managing Member of ηMed Capital Management LLC and brings more than two decades of healthcare investment, strategy, and legal experience. His appointment followed a Board-led search process informed by shareholder engagement.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size: 11 directors
Effective date of election: April 16, 2026
Exhibit number: Exhibit 99.1
3 metrics
Board size
11 directors
Expanded from ten to eleven on April 10, 2026
Effective date of election
April 16, 2026
Immediately following the 2026 Annual Meeting of Stockholders
Exhibit number
Exhibit 99.1
Press release announcing Robert S. Field’s election
Key Terms
independent director, restricted stock units (RSUs), director compensation program, corporate governance, +1 more
5 terms
independent director regulatory
"The Board of Directors has determined Mr. Field qualifies as an independent director under the New York Stock Exchange’s director independence standards."
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
restricted stock units (RSUs) financial
"In accordance with this program, Mr. Field will be granted restricted stock units (RSUs) in connection with his election to the Board."
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
director compensation program financial
"Mr. Field will be compensated in accordance with the Company’s director compensation program, the components of which are disclosed in the Company’s proxy statement."
corporate governance regulatory
"as part of the Company’s ongoing commitment to Board refreshment and strong corporate governance."
Corporate governance is the system of rules, roles and oversight that determines how a company is directed and controlled, including the responsibilities of its board, executives and shareholders. Like the steering wheel and map for a car trip, it shapes decisions, sets checks on power and defines who can hold leaders accountable; strong governance reduces risk, builds trust and helps investors judge whether a company is likely to protect capital and deliver reliable returns.
Board refreshment other
"as part of the Company’s ongoing commitment to Board refreshment and strong corporate governance."
Board refreshment is the deliberate replacement or addition of corporate board members to bring new skills, perspectives or energy to a company’s oversight team. For investors, it matters because a refreshed board can change a company’s strategy, improve oversight of management and reduce risk—similar to updating the coaching staff of a sports team to fix weaknesses and boost future performance, which can influence investor confidence and the stock price.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2026 (April 10, 2026 )
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(502 ) 580-1000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On April 10, 2026, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from ten to eleven and elected Robert S. Field as a director of the Company, in each case effective immediately following the adjournment of the Humana Inc. 2026 Annual Meeting of Stockholders on April 16, 2026.
The Board of Directors has determined Mr. Field qualifies as an independent director under the New York Stock Exchange’s director independence standards.
Mr. Field will be compensated in accordance with the Company’s director compensation program, the components of which are disclosed in the Company’s proxy statement relating to 2026 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 6, 2026. In accordance with this program, Mr. Field will be granted restricted stock units (RSUs) in connection with his election to the Board.
Mr. Field will be compensated in accordance with the Company’s director compensation program, the components of which are disclosed in the Company’s proxy statement relating to 2026 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 6, 2026. In accordance with this program, Mr. Field will be granted restricted stock units (RSUs) in connection with his election to the Board.
No determination has yet been made regarding the appointment of Mr. Field to any committees of the Board. Except as otherwise disclosed herein, there are no arrangements between Mr. Field and any other person pursuant to which Mr. Field was elected to serve as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Field has a material interest.
No determination has yet been made regarding the appointment of Mr. Field to any committees of the Board. Except as otherwise disclosed herein, there are no arrangements between Mr. Field and any other person pursuant to which Mr. Field was elected to serve as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Field has a material interest.
On April 10, 2026, the Company issued a press release announcing the election of Mr. Field, a copy of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | ||||
99.1 | Press Release | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUMANA INC. | |||||
| BY: | /s/ Valerie M. Talkers | ||||
| Valerie M. Talkers | |||||
| Vice President, Associate General Counsel & Corporate Secretary | |||||
Dated: April 10, 2026
n e w s r e l e a s e | ||
Exhibit 99.1
| FOR MORE INFORMATION CONTACT: | |||||
| Investors: | Lisa Stoner - Humana Investor Relations; (502) 580-2652; lstamper@humana.com | ||||
| Media: | Mark Taylor - Humana Corporate Communications; (317) 753-0345; mtaylor108@humana.com | ||||
Humana Elects Robert S. Field to Board of Directors
•Field is the Principal and Managing Member of ηMed Capital Management LLC, an investment firm focused on U.S. healthcare services companies, primarily in the managed care industry.
LOUISVILLE, KY. (April 10, 2026) — Humana Inc. (NYSE: HUM) announced today that Robert S. Field has been elected as a member of the Company’s Board of Directors, effective immediately following the Company’s 2026 Annual Meeting of Stockholders.
Field is the Principal and Managing Member of ηMed Capital Management LLC, an investment firm focused on U.S. healthcare services companies, primarily in the managed care industry. He previously served as a senior analyst at Luxor Capital, a multi-strategy investment fund, where he led healthcare services investments. Earlier in his career, Field worked as an associate at McKinsey & Company, focused on corporate and business strategy and previously practiced antitrust law at Vinson & Elkins LLP.
“We are pleased to welcome Rob and are confident that the investor perspective he has developed over more than two decades as a healthcare investor will bring meaningful insight to our Board,” said Humana Chairman of the Board Kurt J. Hilzinger.“ His deep expertise across investment evaluation, risk oversight, and capital allocation —along with his strong understanding of legal and regulatory dynamics in the healthcare sector — will be valuable as Humana executes on its strategy to drive profitable, sustainable growth and long-term shareholder value.”
Field’s appointment follows a comprehensive search process led by the Humana Board and informed by shareholder engagement, including helpful input from John Petry, Managing Member of Sessa Capital, as part of the Company’s ongoing commitment to Board refreshment and strong corporate governance.
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About Humana
Humana is a leading U.S. healthcare company. Through our Humana insurance services, and our CenterWell healthcare services, we make it easier for the millions of people we serve to achieve their best health – delivering the care and service they need, when they need it. These efforts are leading to a better quality of life for people with Medicare, Medicaid, families, individuals, military service personnel, and communities at large. Learn more about what we offer at Humana.com and at CenterWell.com.
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FAQ
What did Humana (HUM) announce in this 8-K filing?
Humana announced it expanded its Board from ten to eleven members and elected Robert S. Field as a director, effective after the 2026 Annual Meeting, emphasizing his independent status and deep healthcare investment background to support the company’s long-term strategic and governance objectives.
Who is Robert S. Field, the new Humana (HUM) director?
Robert S. Field is Principal and Managing Member of ηMed Capital Management LLC, an investment firm focused on U.S. healthcare services. He previously held senior roles at Luxor Capital, McKinsey & Company, and Vinson & Elkins LLP, bringing investing, strategy, and antitrust law experience.
When does Robert S. Field’s appointment to Humana (HUM)’s board become effective?
Field’s appointment becomes effective immediately following Humana’s 2026 Annual Meeting of Stockholders on April 16, 2026. The Board approved his election on April 10, 2026, aligning the effective date with the conclusion of the scheduled shareholder meeting for governance continuity.
Is Robert S. Field considered an independent director at Humana (HUM)?
Yes, Humana’s Board determined that Robert S. Field qualifies as an independent director under New York Stock Exchange director independence standards. This designation supports the company’s focus on strong corporate governance and independent oversight of management on behalf of shareholders.
How will Humana (HUM) compensate Robert S. Field as a director?
Field will be compensated under Humana’s standard director compensation program described in its March 6, 2026 proxy statement. In connection with his election, he will receive restricted stock units (RSUs), aligning a portion of his compensation with long-term shareholder interests.
Were there any special arrangements tied to Robert S. Field’s election to Humana (HUM)’s board?
No special arrangements were disclosed. The company stated there are no arrangements with any person under which Field was elected, and no related-party transactions involving him and Humana or its subsidiaries in which he has a material interest.