Humana 2008 Annual Report Download - page 117

Download and view the complete annual report

Please find page 117 of the 2008 Humana annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 136

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136

ITEM 9B. OTHER INFORMATION
On February 19, 2009, the Organization & Compensation Committee of the Board of Directors adopted a
policy that permits the recoupment (commonly referred to as a “clawback” policy) of certain performance-based
compensation, set forth by the following design elements:
• Applies to all of our executive officers;
• Permits the recoupment of compensation in the event of a material restatement in our financials as a
result of the misconduct or fraud on the part of the executive officer;
• Permits the recoupment of all cash-based incentives earned by the executive officer involved in the
misconduct or fraud during the twelve month period following the first public issuance of the financials
that are the subject of the restatement; and
• Grants discretion to the Organization & Compensation Committee to govern the clawback provision’s
application.
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
The information required by this Item is herein incorporated by reference from our Proxy Statement for the
Annual Meeting of Stockholders scheduled to be held on April 23, 2009 appearing under the caption “Election of
Directors” of such Proxy Statement.
Executive Officers of the Registrant
Set forth below are names and ages of all of our current executive officers as of February 1, 2009, their
positions, and the date first elected an officer:
Name Age Position
First
Elected
Officer
Michael B. McCallister ....... 56 President and Chief Executive Officer 09/89(1)
James E. Murray ............ 55 Chief Operating Officer 08/90(2)
James H. Bloem ............ 58 Senior Vice President—Chief Financial Officer and Treasurer 02/01(3)
Bruce J. Goodman ........... 67 Senior Vice President—Chief Service and Information Officer 04/99(4)
Bonita C. Hathcock .......... 60 Senior Vice President—Chief Human Resources Officer 05/99(5)
Thomas J. Liston ............ 47 Senior Vice President—Senior Products 01/97(6)
Jonathan T. Lord, M.D. ...... 54 Senior Vice President—Chief Innovation Officer 04/00(7)
Heidi S. Margulis ........... 55 Senior Vice President—Government Relations 12/95(8)
Christopher M. Todoroff ...... 46 Senior Vice President and General Counsel 08/08(9)
Steven E. McCulley ......... 47 Vice President and Controller (Principal Accounting Officer) 08/04(10)
(1) Mr. McCallister was elected President, Chief Executive Officer and a member of the Board of Directors in
February 2000. Mr. McCallister joined the Company in June 1974.
(2) Mr. Murray currently serves as Chief Operating Officer, having held this position since February 2006.
Prior to that, Mr. Murray held the position of Chief Operating Officer—Market and Business Segment
Operations from September 2002 to February 2006. Mr. Murray joined the Company in December 1989.
(3) Mr. Bloem currently serves as Senior Vice President, Chief Financial Officer and Treasurer, having held
this position since July 2002. Mr. Bloem joined the Company in February 2001.
(4) Mr. Goodman currently serves as Senior Vice President and Chief Service and Information Officer having
held this position since September 2002. Mr. Goodman joined the Company in April 1999.
107