Form 8-K: Humana New CAO To Receive $300K Base Salary

On December 11, 2014, the Board of Directors of Humana Inc. (the “Company”) elected Cynthia H. Zipperle as Vice President, Chief Accounting Officer and Controller, effective immediately. As Chief Accounting Officer, Mrs. Zipperle will act as the Company's principal accounting officer. Mrs. Zipperle, age 51, has served as the Company's Vice President – Finance since January 2013, having previously served as the Company's Assistant Controller from January 1998 until January 2013. There are no arrangements or understandings between Mrs. Zipperle and any other persons pursuant to which she was appointed the Company's Vice President, Chief Accounting Officer and Controller. There is no family relationship between Mrs. Zipperle and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Mrs. Zipperle that would require disclosure pursuant to Item 404(a) of Regulation S−K under the Exchange Act. As compensation for her service as the Company's Vice President, Chief Accounting Officer and Controller, Mrs. Zipperle will receive compensation as follows: · base salary of $300,000; · participation at the 55% target level in the Company's Management Incentive Plan (MIP) for 2015 under the same terms as other Company Executive Officers; · participation in the Company's Severance Policy, which provides for severance benefits upon certain qualifying terminations of employment, with such benefits calculated based upon years of service with the Company; · a Change in Control severance agreement which will provide that, if her employment is terminated by the Company under certain circumstances within twenty-four months following a Change in Control, or under certain circumstances prior to a Change in Control, Mrs. Zipperle would be entitled to receive severance pay in the amount of one and one half times the sum of annual base salary and target MIP under the same terms and conditions as other executive officers of the Company; · matching charitable contribution benefit of $20,000 annually · other benefits commensurate with service as an executive officer of the Company, including health benefits, financial planning and an executive physical. Effective as of the same date, Steven E. McCulley, who has been in the role of Senior Vice President and Chief Accounting Officer of the Company, has been elected by the Company's Board of Directors as Senior Vice President, Medicare Operations.