Humana (NYSE: HUM) elects Paul Smith and Frederick Crawford to board
Rhea-AI Filing Summary
Humana Inc. expanded its Board of Directors from eleven to thirteen members and elected Paul Smith and Frederick Crawford as new independent directors, effective July 28, 2026. The board determined both qualify as independent under New York Stock Exchange director independence standards.
Smith is Chief Commercial Officer at Anthropic PBC with over 30 years leading global go-to-market strategies at major enterprise technology companies. Crawford brings more than 30 years of financial and operational experience in insurance and banking, including senior roles at Aflac, CNO Financial Group, and Lincoln Financial Group. Each will be compensated under Humana’s existing director compensation program, including grants of restricted stock units, and a press release announcing their election was issued on July 29, 2026.
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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 after expansion: 13 directors
Prior authorized directors: 11 directors
Paul Smith experience: over 30 years
+4 more
7 metrics
Board size after expansion
13 directors
Number of Humana directors after adding Paul Smith and Frederick Crawford
Prior authorized directors
11 directors
Authorized size of Humana’s Board before the July 28, 2026 expansion
Paul Smith experience
over 30 years
Years of experience leading global go-to-market organizations in enterprise technology
Frederick Crawford experience
more than 30 years
Time spent in insurance and banking industries in financial and operational roles
Aflac CFO start year
2015
Year Crawford joined Aflac as Executive Vice President and Chief Financial Officer
Aflac President & COO promotion year
2020
Year Crawford was promoted to President and Chief Operating Officer at Aflac
Aflac retirement year
2024
Year Crawford retired from his role as President and Chief Operating Officer of Aflac
Key Terms
independent directors, director compensation program, restricted stock units (RSUs), disciplined capital allocation, +1 more
5 terms
independent directors regulatory
"determined that Messrs. Crawford and Smith qualify as independent directors"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
director compensation program financial
"compensated in accordance with the Company’s director compensation program"
restricted stock units (RSUs) financial
"will each be granted restricted stock units (RSUs) in connection"
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.
disciplined capital allocation financial
"financial expertise focused on disciplined capital allocation and risk management"
risk management financial
"financial expertise focused on disciplined capital allocation and risk management"
Risk management is the ongoing process of identifying potential events or conditions that could reduce an investment’s value, measuring how likely and how severe those losses could be, and putting controls in place to limit harm—like spreading money across different assets, setting loss limits, or buying insurance. For investors it matters because it turns uncertainty into a manageable plan, helping preserve capital and steady returns much like a seatbelt or a spare tire reduces the downside of unexpected problems.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Humana (HUM) announce regarding its Board of Directors?
Humana announced the election of Paul Smith and Frederick Crawford to its Board of Directors and expanded the board to 13 members. Both were deemed independent and will receive compensation under Humana’s director compensation program, including restricted stock units.
Who is Paul Smith, newly elected to Humana’s (HUM) board?
Paul Smith is Chief Commercial Officer at Anthropic PBC, leading commercial strategy and global go-to-market operations. He brings over 30 years of experience guiding large enterprises through major technology transitions at companies including ServiceNow, Salesforce, and Microsoft.
Who is Frederick Crawford, newly elected to Humana’s (HUM) board?
Frederick Crawford has more than 30 years in insurance and banking, including roles as Executive Vice President and Chief Financial Officer at CNO Financial Group and Lincoln Financial Group, and later President and Chief Operating Officer of Aflac until his retirement in 2024.
How many directors now serve on Humana’s (HUM) Board?
Following these elections, Humana’s Board now has 13 directors. The number of authorized directors was increased from eleven to thirteen when Paul Smith and Frederick Crawford were elected, reflecting an expansion of board capacity and expertise.
Are Humana’s (HUM) new directors considered independent?
Yes. Humana’s Board determined that both Paul Smith and Frederick Crawford qualify as independent directors under New York Stock Exchange director independence standards, aligning their status with established exchange-based governance criteria for board independence.
How will the new Humana (HUM) directors be compensated?
Paul Smith and Frederick Crawford will be compensated under Humana’s director compensation program, as described in its 2026 proxy statement. In line with this program, each will receive restricted stock units (RSUs) in connection with their election to the Board.
What is Humana’s (HUM) primary business focus?
Humana is described as a leading U.S. healthcare company, operating Humana insurance services and CenterWell healthcare services. It focuses on making it easier for people with Medicare, Medicaid, families, individuals, and military personnel to access care and achieve their best health.
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): July 29, 2026 (July 28, 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:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 July 28, 2026, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from eleven to thirteen and elected Frederick J. Crawford and Paul J. Smith as directors of the Company, in each case effective on July 28, 2026.
The Board of Directors has determined that Messrs. Crawford and Smith qualify as independent directors under the New York Stock Exchange’s director independence standards.
Messrs. Crawford and Smith will each be compensated in accordance with the Company’s director compensation program, the components of which were 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, Messrs. Crawford and Smith will each be granted restricted stock units (RSUs) in connection with their election to the Board.
No determination has yet been made regarding the appointments of Messrs. Crawford and Smith to any committees of the Board. Except as otherwise disclosed herein, there are no arrangements between Messrs. Crawford or Smith and any other person pursuant to which Messrs. Crawford or Smith were elected to serve as directors, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Messrs. Crawford or Smith have a material interest.
On July 29, 2026, the Company issued a press release announcing the election of Messrs. Crawford and Smith, 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: July 29, 2026
n e w s r e l e a s e
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 Paul Smith and Frederick Crawford to Board of Directors
•Smith is the Chief Commercial Officer at Anthropic PBC and brings 30+ years scaling go-to-market strategies at the world's leading enterprise technology companies
•Crawford brings decades of experience as Chief Financial Officer of three publicly traded insurers, most recently serving as President and Chief Operating Officer of Aflac before his retirement
LOUISVILLE, KY (July 29, 2026) – Humana Inc. (NYSE: HUM) today announced that the Company’s Board of Directors has elected Paul Smith and Frederick Crawford as new Board members, effective immediately.
Smith is the Chief Commercial Officer at Anthropic, PBC where he leads commercial strategy and global go-to-market operations as the company scales to meet growing enterprise demand worldwide. He brings over 30 years of experience leading global go-to-market organizations through major technology transitions, from cloud computing to SaaS adoption, at some of the world’s largest enterprise technology companies. Before joining Anthropic, he served as Chief Commercial Officer and President of Global Customer and Field Operations at ServiceNow, and held senior leadership roles at Salesforce and Microsoft. He received his bachelor’s degree from the University of Plymouth in the UK.
Crawford brings deep financial and operational experience, having spent more than 30 years in the insurance and banking industries. He joined Aflac in 2015 as Executive Vice President and Chief Financial Officer, before being promoted to President and Chief Operating Officer in 2020, a role that included oversight of Aflac’s operations and expansion in key business areas, until his retirement in 2024. Before Aflac, Crawford served as Executive Vice President and Chief Financial Officer at two holding companies
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for insurance businesses – CNO Financial Group and Lincoln Financial Group. Earlier in his career, he spent more than a decade in banking, including at Bank One Corporation, covering the insurance industry. Crawford earned a Bachelor of Science in Business at Indiana State University and an MBA from the University of Iowa. He sits on the Board of Webster Financial Corporation as a member of both the Audit and Risk committees.
“We are pleased to welcome Paul and Fred to the Humana Board. Paul has deep experience guiding the world’s largest enterprises in responsibly adopting technology and AI at scale along with a strong track record in product development and client service, while Fred brings broad industry experience and financial expertise focused on disciplined capital allocation and risk management,” said Humana Chairman of the Board Kurt J. Hilzinger. “Paul and Fred are both proven, accomplished executives whose experiences will complement our Board’s expertise well. Their perspectives will be invaluable as we advance Humana’s long-term vision to become a consumer healthcare company.”
The election of Smith and Crawford brings the number of Humana directors to 13.
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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