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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

UnitedHealth Group Incorporated

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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LOGO

9900 Bren Road East
Minnetonka, Minnesota 55343

April 17, 2020

Dear Shareholder:

We cordially invite you to participate in our 2020 Annual Meeting of Shareholders to be held on Monday, June 1, 2020, at 10:30 a.m. Central Time. We have been heavily engaged in and actively monitoring the coronavirus (COVID-19) outbreak and response efforts and are planning the Annual Meeting to be held solely by means of remote communication.

The safety and health of our country and the broader global community, the people we serve, our team members, their families and all our stakeholders consume all of our resources and priorities. We have fully engaged business continuity efforts to keep colleagues safe while continuing to serve the needs of our stakeholders and communities with minimal disruption. We have mobilized the full strength of our resources, grounded in clinical expertise, advanced technology and health information science, to deliver the best care for patients, support our members and care provider partners, and deliver innovative solutions and support for the benefit of the communities we serve and the entire health care system. We will continue to expand our efforts in response to the ever changing developments related to the COVID-19 pandemic as events evolve.

As a shareholder of UnitedHealth Group, you play an important role in our company by considering and taking action on the matters set forth in the attached proxy statement. We appreciate the time and attention you invest in making thoughtful decisions.

Attached you will find a notice of meeting and proxy statement containing information about the items upon which you will be asked to vote and the meeting itself, including different methods you can use to vote your proxy, including by internet, telephone and mail.

Every shareholder vote is important, and we encourage you to vote as promptly as possible. Instructions on how to participate in the Annual Meeting are included in the proxy statement.

Sincerely,

SIGNATURE SIGNATURE
David S. Wichmann
Chief Executive Officer
Stephen J. Hemsley
Chair of the Board

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COVID-19 Response

Coronavirus (COVID-19) is profoundly impacting the health of people around the world, as well as our global economies. The safety and health of the people we serve, our team members, their families, our stakeholders, broader communities and the reliability of our health care systems consume our resources and our focus. Actions we have taken to date include:

Care of Our Team Members

    We are employing and paying full wages to our entire workforce.

    Team members who have COVID-19, or are subject to a quarantine, are paid fully and not required to take paid time off. All costs of COVID-19 are covered fully with no cost sharing.

    Compensation for our front line clinical workforce serving in high incidence communities was increased.

    Business continuity plans and clinical safety protocols are engaged fully and effective in keeping team members safe while serving the needs of our members, patients, customers and government partners without disruption.

    Within days, 90% of our non-clinical workforce was transitioned to a work at home status while maintaining all service levels.

    More than 80 processes and protocols were developed to guide our Care Delivery Organizations for COVID-19 scenarios, CDC protocols, and state and county regulations.

Enlisting Our Resources to Serve Others

    Accelerated nearly $2 billion of payments to care providers to provide needed liquidity for the health system.

    Selected by HHS to assist in processing and distributing a portion of the $100 billion CARES Act funding to care delivery providers.

    Developed and tested a new self-administered COVID-19 swab protocol, which is now FDA approved, and the protocol has led to meaningfully improved testing efficiency, safety and protection of health care workers and reduced consumption of personal protection equipment.

    Waived all cost sharing for COVID-19 diagnosis and treatment.

    Provided unlimited telehealth visits at no cost.

    Removed all COVID-19 prior authorizations.

    Opened free access to our mental health mobile app, and 24/7 emotional support phone lines, to help all Americans cope with mental health impacts during the COVID-19 pandemic.

    Expanded support for socially isolated members, coordinating access to medications, supplies, food, care and support programs.
    Provided early refills, prolonged authorizations and increased home delivery options of medication to ensure no shortages, and hours were extended at our behavioral health pharmacies to ensure medication adherence for those with mental health and substance use disorders.

    Deployed triage tools, including a symptom checker with next best action recommendations for our highest risk members. The tools provide the most up-to-date information about prevention, coverage, care and support needed to rapidly assess symptoms, schedule telehealth visits, talk with a nurse, refill or schedule home delivery for prescriptions and access to emotional support 24 hours a day.

    Deployed 700 Advance Practice Clinicians to serve members and patients on telehealth lines.

    Quickly shifted more than 4,000 OptumCare physicians to telehealth visits that would otherwise be cancelled due to COVID-19 safety concerns. These visits are essential to ensure chronically ill patients remain well cared for.

    Opened a special enrollment period to allow commercial customers to add employees who previously declined health benefit coverages.

    Facilitated coverage transitions to ensure current members maintain health insurance.

    Allowed grace periods for employees and individuals to pay premiums.

    Provided more than $60 million in support to date to those affected by COVID-19, including hot spot relief efforts, health workforce safety, seniors, homelessness and food insecurity.

    Organized our cafeteria and food service teams to make meals for those in need – more than 75,000 meals per week – in Minneapolis-St. Paul, Greensboro, Hartford and Las Vegas.

    Allocated three senior executives to major scientific discovery and relief efforts; one to assist development of a global strategy for vaccine discovery and distribution at the World Health Organization and two to provide leadership in developing and deploying New Jersey's field based hospital system.

    We will not request, nor do we intend to retain, any government assistance.

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2020 Notice of Annual Meeting

Items of Business

    Proposal 1:  Elect the ten nominees set forth in the attached proxy statement to the Company's Board of Directors.

    Proposal 2:  Conduct an advisory vote to approve the compensation paid to the Company's named executive officers as disclosed in the attached proxy statement (a "Say on Pay") vote.

    Proposal 3:  Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2020.

    Proposal 4:  Approve the UnitedHealth Group 2020 Stock Incentive Plan.

    Proposal 5:  Consider a shareholder proposal set forth in the attached proxy statement, if properly presented at the Annual Meeting.

Items of business may also include transacting any other business that properly may come before the Annual Meeting or any adjournments or postponements of the meeting.

Access to the Annual Meeting

In light of the coronavirus (COVID-19) outbreak, we have determined that the 2020 Annual Meeting will be held in virtual format only, via the internet, with no physical in-person meeting. If you plan to participate in the Annual Meeting, please see the "Questions and Answers About the Annual Meeting and Voting" section in the attached proxy statement. Shareholders will be able to participate in, vote, view the list of shareholders of record and submit questions from any location via the internet.

Proxy Voting

Important.    Even if you plan to participate in the Annual meeting, we still encourage you to submit your proxy by internet, telephone or mail prior to the meeting. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures under Question 12 of the "Questions and Answers About the Annual Meeting and Voting" section in the attached proxy statement.

By Order of the Board of Directors,

SIGNATURE

Dannette L. Smith
Secretary to the Board of Directors
April 17, 2020

June 1, 2020


 

10:30 a.m. CT


 

Our Annual Meeting can
be accessed virtually at:
www.virtualshareholder
meeting.com/UNH2020


 

 

Record Date


 

April 7, 2020


 

 

Only shareholders of record of the Company's common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the meeting.


 

 

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY VIA THE INTERNET ON JUNE 1, 2020:


 

The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report are available at www.unitedhealthgroup.com/
proxymaterials
.


 

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Table of Contents

Proxy Summary

1

Board of Directors


 

PROPOSAL 1: Election of Directors

5

Director Nomination Process

5

Board Leadership Structure

9

Director Independence

10

Board Committees

11

Board Meetings and Annual Meeting Attendance

14

Board and Committee Evaluations

15

Communication with the Board of Directors

15

2020 Director Nominees

16

Director Compensation

20

2019 Director Compensation Table

23

Corporate Governance


 

Overview

25

Code of Conduct: Our Principles of Ethics & Integrity

27

Compliance and Ethics

27

Risk Oversight

28

Alignment of Environment, Social and Governance (ESG) with Our Long-Term Strategy

29

Executive Compensation


 

Executive Summary

34

Compensation Discussion and Analysis

37

Compensation and Human Resources Committee Report

54

Compensation and Human Resources Committee Interlocks and Insider Participation

54

2019 Summary Compensation Table

55

2019 Grants of Plan-Based Awards

58

Outstanding Equity Awards at 2019 Fiscal
Year-End

61

2019 Option/Stock Appreciation Right Exercises and Stock Vested

63

2019 Pension Benefits

65

2019 Non-Qualified Deferred Compensation

66

Executive Employment Agreements

68

Potential Payments Upon Termination or Change in Control

70

CEO Pay Ratio

71

PROPOSAL 2: Advisory Approval of the Company's Executive Compensation

73

Audit


 

Audit Committee Report

74

Disclosure of Fees Paid to Independent Registered Public Accounting Firm

76

Audit Committee's Consideration of Independent Registered Public Accounting Firm

76

Audit and Non-Audit Services Approval Policy

76

PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm

77

Annual Meeting


 

PROPOSAL 4: Approval of the UnitedHealth Group 2020 Stock Incentive Plan

78

How the Plan is Designed to Protect Shareholders' Interests

78

Summary of the 2020 Plan

80

New Plan Benefits

82

U.S. Tax Treatment of Plan Awards

83

Equity Compensation Plan Information

84

PROPOSAL 5: Shareholder Proposal Regarding Non-Binding Shareholder Vote on Bylaw Amendments

85

Questions and Answers About the Annual Meeting and Voting

88

Householding Notice

96

Other Matters at Meeting

96

Other Information


 

Security Ownership of Certain Beneficial Owners and Management

97

Certain Relationships and Transactions

99

Delinquent Section 16(a) Reports

100

Appendix A — Reconciliation of Non-GAAP Financial Measures


101

Appendix B — UnitedHealth Group Incorporated 2020 Stock Incentive Plan


102

Table of Contents


Proxy Summary

Business Results

We are a diversified health care company dedicated to helping people live healthier lives and helping make the health system work better for everyone. Through our family of businesses, we leverage core competencies in data and health information, advanced technology, and clinical expertise, focused on improving health outcomes, lowering health care costs and creating a better experience for patients, their caregivers and physicians. These core competencies are deployed within our two distinct, but strategically aligned, business platforms: health benefits operating under UnitedHealthcare and health services operating under Optum. We again achieved strong business results in 2019.

Financial

    Revenues increased 7% to $242.2 billion in 2019 from $226.2 billion in 2018;

    Operating earnings increased 13.5% year-over-year to $19.7 billion; net earnings increased 15.5% year-over-year to $13.8 billion; and cash flows from operations grew 17.5% year-over-year to $18.5 billion;

    Diluted earnings per share increased 17.6% to $14.33 per share from $12.19 in 2018. Adjusted earnings per share1 increased 17.3% to $15.11 per share from $12.88 per share in 2018;

    Return on equity increased to 25.7% in 2019 from 24.4% in 2018, reflecting the Company's strong overall operating performance and efficient capital structure;

    Total shareholder return in 2019 was 20%, and 90% from 2017-2019, reflecting continued strong fundamental performance; and

    Our annual cash dividend rate increased to $4.32 per share, representing a 20% increase over the annual cash dividend rate of $3.60 per share since the second quarter of 2018.

Awards and Recognition

    UnitedHealth Group was the top ranked company in the insurance and managed care sector on Fortune's 2020 "World's Most Admired Companies" list. This is the tenth consecutive year UnitedHealth Group has ranked No. 1 overall in its sector. The Company ranked No. 1 on all nine key attributes of reputation — innovation, people management, use of corporate assets, social responsibility, quality of management, financial soundness, long-term investment value, quality of products and services and global competitiveness. The Company was rated No. 1 in innovation for the eleventh consecutive year.

    UnitedHealth Group was named to both the Dow Jones Sustainability World and North America Indices for the 21st consecutive year;

    UnitedHealth Group was recognized by The Human Rights Campaign as among the best places to work for LGBTQ equality in its annual Corporate Equality Index in 2020;

    UnitedHealth Group was named one of America's Most JUST Companies by JUST Capital and Forbes in 2020. The JUST 100 rankings measure how U.S. companies perform on issues Americans care about most, including worker pay and treatment, customer respect, product quality and environmental impact;

    In 2019 and for the eighth consecutive year, The Civic 50, a Points of Light initiative that highlights companies that improve the quality of life in the communities where they do business, ranked UnitedHealth Group one of America's 50 most community-minded companies;

    INROADS, a national organization focused on developing and placing talented minority youth in business and preparing them for leadership, honored UnitedHealth Group with the Frank C. Carr Award in 2019. The award recognizes corporate partners who exhibit a commitment to the diversity talent pipeline; and

    The 2019 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked UnitedHealth Group as a Trendsetter company, the highest distinction.

   


1
Adjusted earnings per share is a non-GAAP financial measure. Refer to Appendix A in this proxy statement for a reconciliation of adjusted earnings per share to the most directly comparable GAAP measure.

2020 Proxy Statement    |    Proxy Summary    1


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Corporate Governance

UnitedHealth Group is committed to meeting high standards of ethical behavior, corporate governance and business conduct. Our company, our Board of Directors (or the "Board") and our people are committed to the shared cultural values of integrity, compassion, innovation, relationships and performance. This commitment has led us to implement many governance best practices.

Board Structure and Composition

Our directors are elected annually by a majority vote of our shareholders. We have a Chair of the Board of Directors and a Lead Independent Director, and nine of our eleven directors are independent. Our current Board structure separates the positions of Chair of the Board and CEO.

Public Company Board Service Limits

Our directors may serve on no more than three other public company boards and our CEO may serve on no more than one other public company board.

One Share, One Vote

The Company does not have a dual-class share structure. Each share of Company common stock is entitled to one vote.

Proxy Access

A shareholder or group of shareholders who have owned at least 3% of our common stock for at least three years, and who comply with specified procedural and disclosure requirements, may include in our proxy materials shareholder-nominated director candidates representing up to 20% of the Board.

Board Refreshment and Tenure

Since January 2017, we have appointed six new directors to the Board, five of whom were independent and five of whom are standing for election this year, advancing both the skill and experience profile of the Board as well as its diversity.

Chief Executive Officer ("CEO") Succession Planning

Our succession plan, which is reviewed annually by our Board, addresses both an unexpected loss of our CEO and longer-term succession.

Nominating Advisory Committee

Our Nominating Advisory Committee, comprised of long-term shareholders of the Company and a member of the medical community, provides our Nominating and Corporate Governance Committee with additional input regarding desirable characteristics of director candidates and the composition of our Board.

Absence of Rights Plan

We do not have a shareholder rights plan, commonly referred to as a "poison pill."

Shareholder Special Meeting and Written Consent Rights

Shareholders hold the rights to call a special meeting and to act by written consent.

Prohibition on Short Sales and Hedging Transactions in Company Securities

Our insider trading policy prohibits all directors, executive officers and employees from engaging in short sales and hedging transactions relating to our common stock, and requires advance approval of the Compensation and Human Resources Committee of any pledging of common stock by directors, executive officers and other members of management.

Stock Ownership Guidelines

All of our executive officers and directors were in compliance with our stock ownership guidelines as of April 7, 2020. Mr. Wichmann, our CEO, is required to own shares equal to eight times his base salary by the fifth anniversary of his appointment as CEO. As of April 7, 2020, Mr. Wichmann owned shares equal to 172 times his base salary.

Stock Retention Policy

We generally require executive officers to hold, for at least one year, one-third of the net shares acquired upon vesting or exercise of any equity award. Our directors are generally required to hold all equity awards granted until completion of service on the Board, or until they have met our stock ownership requirements.

Environmental Policy

We seek to minimize our environmental impact and to heighten our employees' awareness of the importance of the environment.

Political Contributions Disclosure

We publicly disclose our political contributions and public advocacy efforts and the contributions of our federal and state political action committees.

See the "Corporate Governance" portion of this proxy statement for further information on our governance practices.

2020 Proxy Statement    |    Proxy Summary    2


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Executive Compensation

Our executive compensation program uses a mix of base salary, annual cash incentives, equity awards and broad-based benefits to attract and retain highly qualified executives and maintain a strong relationship between executive pay and Company performance. Shareholders again expressed strong support for our executive compensation program at our 2019 Annual Meeting of Shareholders, with more than 95% of the votes cast in favor of our Say-on-Pay proposal.

Compensation Program Principles

Enhance the value of the business

 

Reward long-term growth and focus management on sustained success and shareholder value creation

 

Pay-for-performance

 

Standard benefits and limited perquisites

Summary of CEO David S. Wichmann's 2019 Compensation

    Base salary — $1.4 million.
    Equity awards — Performance shares with a target grant date fair value of $6.4 million, restricted stock units with a grant date fair value of $3.2 million and stock options with a grant date fair value of $3.2 million.
    Cash incentive awards — Annual cash incentive award of $4.5 million, which reflects the Company's performance against pre-set goals and continued strong leadership by Mr. Wichmann.
    Other Compensation — Company matching contributions — $189,139 under our 401(k) and executive savings plan.

Information regarding compensation paid to each of our named executive officers in 2019 is described in the "Compensation Discussion and Analysis" section.

Strong Governance Standards in Oversight of Executive Compensation Policies

We maintain strong governance standards in the oversight of our executive compensation policies and practices, including:

    Performance-based compensation arrangements, including performance-based equity awards, which use a variety of performance measures, with different measures used for annual and long-term plans.
    Double trigger change in control arrangements for equity grants.
    No excise tax gross ups in the event of a change in control.
    Our 2011 Stock Incentive Plan and proposed 2020 Stock Incentive Plan prohibit the repricing of stock options and stock appreciation rights without shareholder approval.
    Annual advisory shareholder votes to approve the Company's executive compensation.
    Stock ownership guidelines requiring executive officers to beneficially own specified amounts of the Company's common stock within five years of their appointment as an executive officer.
    A stock retention policy generally requiring executive officers to hold, for at least one year, one third of the net shares acquired upon vesting or exercise of any equity award.
    A clawback policy entitling the Board of Directors to seek reimbursement from senior executives if they are involved in fraud or misconduct causing a material restatement or in the event of a senior executive's violation of non-compete, non-solicit or confidentiality provisions.

2020 Proxy Statement    |    Proxy Summary    3


Table of Contents

    Under the 2011 Stock Incentive Plan and proposed 2020 Stock Incentive Plan, equity-based compensation awards to employees are generally subject to four year vesting provisions, and in any event are subject to one year minimum vesting requirements, subject to an exception for a limited number of shares not to exceed 5%.
    Our Compensation and Human Resources Committee uses an independent compensation consultant who performs no other consulting or services for the Company.

This proxy statement and our Annual Report for the year ended December 31, 2019, are first being mailed to the Company's shareholders and made available on the internet at www.unitedhealthgroup.com/proxymaterials on or about April 17, 2020. Website addresses included throughout this proxy statement are for reference only. The information contained on our website is not incorporated by reference into this proxy statement.

Voting Matters and Vote Recommendations

Items of Business Board's Recommendation Details

 


1


Election of ten directors


FOR


Page 5

 


2


Advisory Approval of Executive Compensation


FOR


Page 73

 


3


Ratification of Independent Registered Public Accounting Firm


FOR


Page 77

 


4


Approval of the 2020 Stock Incentive Plan


FOR


Page 78

 


5


Shareholder Proposal Regarding Non-Binding Shareholder Vote on Bylaw Amendments


AGAINST


Page 85

2020 Proxy Statement    |    Proxy Summary    4


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

Board of Directors

PROPOSAL 1: Election of Directors

Our Board of Directors has nominated ten directors for election at the 2020 Annual Meeting to hold office until the next annual meeting and the election of their successors. All of the nominees are currently directors. Each agreed to be named in this proxy statement and to serve if elected. After 27 years of exceptional service as an independent director, Mr. William C. Ballard, Jr. is not standing for re-election at the 2020 Annual Meeting. All of the nominees are expected to attend the 2020 Annual Meeting. All directors attended the 2019 Annual Meeting.

Director Nomination Process

Criteria for Nomination to the Board

The Nominating and Corporate Governance Committee performs an assessment of the skills and experiences needed to oversee the interests of the Company. We believe an effective Board consists of a diverse group of individuals who bring a variety of complementary skills and a range of personal and business experience to their positions on the Board. The Nominating and Corporate Governance Committee developed and maintains a skills matrix to assist in considering the appropriate balance of experience, skills and attributes required of a director and to be represented on the Board as a whole. The skills matrix is consistent with the Company's long-term strategic plan and is regularly reviewed and updated by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee evaluates Board candidates against the skills matrix on an annual basis to determine whether to recommend candidates for initial election to the Board and whether to recommend currently serving directors for reelection to the Board.

The skills matrix has two sections — a list of core criteria every member of the Board should meet and a list of skills and attributes to be represented collectively by the Board. The core director criteria are:

    Independence under the Company's Standards for Director Independence and New York Stock Exchange ("NYSE") listing requirements, subject to waiver by the Nominating and Corporate Governance Committee;

    Service on no more than three other public company boards; except our Chief Executive Officer may serve on no more than one other public company board;

    High integrity and ethical standards;

    Standing and reputation in the individual's field;

    Risk oversight ability with respect to the particular skills of the individual director;

    Understanding of and experience with complex public companies or like organizations; and

    Ability to work collegially and collaboratively with other directors and management.

2020 Proxy Statement    |    Proposal 1: Election of Directors    |    Director Nomination Process    5


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

Each of our independent director nominees has satisfied all the core director criteria set forth in the skills matrix. Messrs. Hemsley and Wichmann are not independent directors because Mr. Hemsley, until November 2019, served as an executive of the Company and Mr. Wichmann is our Chief Executive Officer.

Optimal mix of skills and expertise of director nominees

The skills matrix provides a number of substantive areas of expertise the Board as a whole should represent. The following table includes a list of these areas and the director nominees with expertise in each area.

Director
Corporate
Governance

Finance
Health Care
Industry

Direct
Consumer
Markets

Social
Media/
Marketing

Diversity
Experience
with Large
Complex
Organizations

Technology/
Business
Processes

Clinical
Practice

Political/
Health Care
Policy/
Regulatory

Capital Markets

 


 


 


 


 


 


 


 


 


 


 


 
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Timothy P. Flynn


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Stephen J. Hemsley


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Michele J. Hooper


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Glenn M. Renwick


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David S. Wichmann


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Gail R. Wilensky, Ph.D.


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2020 Proxy Statement    |    Director Nomination Process    6


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

Tenure of Director Nominees

Our Nominating and Corporate Governance Committee also strives to maintain a balance of tenure on the Board. Long-serving directors bring valuable experience with our Company and familiarity with the successes and challenges the enterprise has faced over the years, while newer directors contribute fresh perspectives.

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Board Diversity

UnitedHealth Group embraces and encourages a culture of inclusion and diversity. Valuing diversity makes good business sense and helps to ensure our future success, because the customers, clients and consumers we serve are as diverse as the thousands of communities where we live and work across all 50 states in the U.S. and more than 140 other countries.

While our Board has not adopted a formal definition of or policy regarding diversity, and does not establish specific goals with respect to diversity, the Board's diversity is a consideration in the director nomination process and is assessed annually when the Board evaluates overall effectiveness.

Recent Changes in Board Membership

Additions

 

Departures

2019


2018

2017

 

2020


2018
2017

John H. Noseworthy, M.D.

F. William McNabb III

Timothy P. Flynn

Valerie C. Montgomery
  Rice, M.D.

Sir Andrew P. Witty

David S. Wichmann

 

William C. Ballard, Jr.
Not Standing for Re-election at the Annual Meeting


Sir Andrew P. Witty

Kenneth I. Shine, M.D.

Rodger A. Lawson

Robert J. Darretta

For this year's election, the Board has nominated ten individuals; all are incumbent nominees who collectively bring tremendous diversity to the Board. Each nominee is a strategic thinker and has varying, specialized experience in the areas relevant to the Company and its businesses. Moreover, their collective experience covers a wide range of geographies and industries, including health care and clinical practice, insurance, consumer products, technology, capital markets and financial services, and roles in academia, corporate governance and government. The ten director nominees range in age from 57 to 76; three of the ten director nominees are women; two are African American; one is a citizen of New Zealand and one is a citizen of Canada.

2020 Proxy Statement    |    Director Nomination Process    7


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

Process for Selecting Directors

The Nominating and Corporate Governance Committee screens and recommends candidates for nomination by the full Board. We have for several years maintained an active "evergreen" director candidate pipeline which reflects our continuing commitment to diversity in life, cultural and business experience among director nominees. The Nominating and Corporate Governance Committee has an outside firm on retainer to assist in identifying and evaluating director candidates. The Nominating and Corporate Governance Committee will also consider recommendations submitted by shareholders for director candidates. Recommendations should be directed to the Secretary to the Board of Directors. None of the Company's shareholders recommended candidates for the Board of Directors in connection with the 2020 Annual Meeting.

GRAPHIC

Prior to the appointment of each of the new independent directors in 2017, 2018 and 2019, the Nominating and Corporate Governance Committee considered a wide slate of potential candidates, including qualified women and minority candidates. Each eventual nominee was selected due to his or her overall skills and experience.

Nominating Advisory Committee

The Board of Directors formed the Nominating Advisory Committee in 2006 to provide the Nominating and Corporate Governance Committee with additional input from shareholders and others regarding desirable characteristics of director candidates and the composition of the Board of Directors. The key features of the skills matrix are also discussed with members of our Nominating Advisory Committee and their feedback is considered by the Nominating and Corporate Governance Committee when it updates the skills matrix. The Nominating and Corporate Governance Committee considers, but is not bound by, input provided by the Nominating Advisory Committee. The Nominating Advisory Committee currently includes four individuals affiliated with long-term shareholders of the Company and one individual who is a member of the medical community. Members of the Nominating Advisory Committee do not receive any compensation from the Company for serving on the Nominating Advisory Committee. The Nominating Advisory Committee met once in 2019. A description of the Nominating Advisory Committee, including a description of how the members of the Nominating Advisory Committee are nominated and selected, can be found on our website at www.unitedhealthgroup.com/who-we-are/corporate-governance.

2020 Proxy Statement    |    Director Nomination Process    8


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

Shareholder Director Candidates for Inclusion in our Proxy Statement (Proxy Access)

Our Bylaws provide a shareholder or group of shareholders (of up to 20) who have owned at least 3% of our common stock for at least three years the ability to include in our proxy statement shareholder-nominated director candidates for up to 20% of the Board. To be eligible to use this right, the shareholder(s) and the candidate(s) must satisfy the requirements specified in our Bylaws. Our Bylaws are available at www.unitedhealthgroup.com/who-we-are/corporate-governance. For the 2021 Annual Meeting, director nominations submitted under these Bylaw provisions must be received at our principal executive offices, directed to the Secretary to the Board of Directors, no earlier than November 18, 2020 and no later than December 18, 2020.

Shareholder Nominations of Director Candidates at an Annual Meeting

Our shareholders may also nominate candidates for election to the Board of Directors from the floor of our Annual Meeting of Shareholders, instead of including the director candidate in our proxy statement, only by submitting timely written notice to the Secretary to the Board in accordance with our Bylaws. The notice must include the information required by our Bylaws, which are available at www.unitedhealthgroup.com/who-we-are/corporate-governance. For the 2021 Annual Meeting, this notice must be received at our principal executive offices, directed to the Secretary to the Board of Directors, no earlier than February 1, 2021 and no later than March 3, 2021.

Board Leadership Structure

Our Board of Directors believes having independent Board leadership is an important component of our governance structure. As such, our Bylaws require the Company to have either an independent Chair of the Board or a Lead Independent Director. Our Board's leadership structure also separates the positions of CEO and Chair of the Board. The Board believes this separation is appropriate for the Company at this time because it allows for a division of responsibilities and a sharing of ideas between individuals having different perspectives. The Board will continue to evaluate the Board structure on an ongoing basis.

In November 2019, Stephen J. Hemsley transitioned from his management position as Executive Chair of the Board to a non-executive director and Chair of the Board. The Board unanimously approved Mr. Hemsley's continued service as Chair of the Board due to his vision for the Company's future and his understanding of the Company and its evolving competitive environment. The Board also determined to continue the strong voice of independent directors and approved Mr. Burke's continued service as Lead Independent Director.

Our Principles of Governance outline the specific duties of the Lead Independent Director, including:

    serving as the principal liaison between the Independent Directors and the Chair of the Board;

    presiding at all meetings of the Board at which the Chair of the Board is not present and at executive sessions of the Board's Independent Directors;

    calling meetings of the Independent Directors as appropriate and, in coordination with the Chair of the Board, all members of the Board;

2020 Proxy Statement    |    Board Leadership Structure    9


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information
    facilitating discussion and open dialogue among the Independent Directors during Board meetings, executive sessions and outside of Board meetings;

    serving as an ex officio member of each Board committee of which the Lead Independent Director is not a member and working with the Board committee chairs on the performance of their designated roles and responsibilities;

    working with the Chair of the Board to approve the agendas and meeting schedules for Board meetings;

    working with the Chair of the Board on the appropriateness (including quality and quantity) and timeliness of information provided to the Board;

    meeting individually with the Chair of the Board after each regularly scheduled Board meeting;

    coordinating the preparation of agendas and materials for executive sessions of the Board's Independent Directors, if any;

    assisting the Chair of the Nominating and Corporate Governance Committee in reviewing and reporting on the results of the Board and committee performance self-evaluations;

    communicating to the Chair of the Board any decisions reached, suggestions, views or concerns expressed by Independent Directors in executive sessions or outside of Board meetings;

    meeting periodically with individual independent directors to discuss Board and committee performance, effectiveness and composition;

    where appropriate, supporting the Company in interactions with shareholders and regulators in consultation with the Chief Executive Officer and Chair of the Board; and

    interviewing, along with the Chair of the Nominating and Corporate Governance Committee, all Board candidates and making director candidate recommendations to the Nominating and Corporate Governance Committee.

Director Independence

Our Board of Directors has adopted the Company's Standards for Director Independence, which are available on our website at www.unitedhealthgroup.com/who-we-are/corporate-governance. The Standards for Director Independence requirements exceed the independence standards set by the NYSE.

Our Board of Directors has determined William C. Ballard, Jr., Richard T. Burke, Timothy P. Flynn, Michele J. Hooper, F. William McNabb III, Valerie C. Montgomery Rice, M.D., John H. Noseworthy, M.D., Glenn M. Renwick and Gail R. Wilensky, Ph.D. are each "independent" under the NYSE rules and the Company's Standards for Director Independence, and have no material relationships with the Company that would prevent the directors from being considered independent. Stephen J. Hemsley, Chair of the Board, and David S. Wichmann, CEO, are not independent directors.

2020 Proxy Statement    |    Director Independence    10


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

In determining independence, the Board of Directors considered, among other factors, the business relationships between the Company and our directors and nominees, their immediate family members (as defined by the NYSE) and their affiliated companies. The Board of Directors considered whether any director or any nominee was a director, partner, significant shareholder or executive officer of an organization that has a relationship with the Company, and also considered charitable contributions the Company or its affiliates made to organizations with which such directors or nominees are or have been associated. In particular, the Board of Directors evaluated the following relationships and determined such relationships were in the normal course of business and did not impair the directors' ability to exercise independent judgment:

    Mr. Burke is an owner of Rainy Partners, LLC. Rainy Partners is a customer of the Company and paid the Company premiums for health insurance of approximately $475,300 in 2019. These premiums were determined on the same terms and conditions as premiums for other comparable customers.

    Dr. Montgomery Rice is President and Dean of Morehouse School of Medicine. In 2019, Morehouse School of Medicine paid the Company approximately $148,200 for claims software and medical records review services. The Company paid Morehouse School of Medicine approximately $704,600 for services as a network care provider in 2019. UnitedHealth Group and the United Health Foundation donated approximately $466,800 in charitable contributions to Morehouse School of Medicine in 2019. Total amounts paid by the Company and the United Health Foundation to Morehouse School of Medicine during 2019 were substantially less than 1% of Morehouse School of Medicine's total revenues for 2019. Dr. Montgomery Rice was not directly involved in these relationships.

    The Board of Directors also considered relationships between the Company and organizations on which our non-employee directors or their immediate family members serve only as directors and determined such relationships did not impair the directors' exercise of independent judgment.

Board Committees

The Board of Directors has established four standing committees as listed in the table below. These committees help the Board fulfill its responsibilities and assist the Board in making informed decisions. Each committee operates under a written charter, and evaluates its charter and conducts a committee performance evaluation annually.

2020 Proxy Statement    |    Board Committees    11


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

The following table identifies the members of each committee as of April 7, 2020:

Director Audit Compensation
and Human
Resources


Nominating and
Corporate
Governance


Public Policy
Strategies and
Responsibility
William C. Ballard, Jr.*   GRAPHIC GRAPHIC  
Richard T. Burke**     GRAPHIC  
Timothy P. Flynn   GRAPHIC    
Stephen J. Hemsley        
Michele J. Hooper GRAPHIC   GRAPHIC   GRAPHIC  
F. William McNabb III GRAPHIC   GRAPHIC      
Valerie C. Montgomery Rice, M.D.       GRAPHIC
John H. Noseworthy, M.D.       GRAPHIC
Glenn M. Renwick GRAPHIC   GRAPHIC      
David S. Wichmann        
Gail R. Wilensky, Ph.D.   GRAPHIC   GRAPHIC

GRAPHIC  Chair     GRAPHIC  Member     GRAPHIC  Financial Expert

*
Mr. Ballard is not standing for re-election at the 2020 Annual Meeting. In anticipation of this change, the Board changed the memberships of Compensation and Human Resources Committee and the Nominating and Corporate Governance Committee as follows, effective April 13, 2020:

    Compensation and Human Resources Committee: Timothy P. Flynn (Chair), John H. Noseworthy, M.D. and Gail R. Wilensky, Ph.D.

    Nominating and Corporate Governance Committee: Michele J. Hooper (Chair), Richard T. Burke and F. William McNabb III

**
Mr. Burke is the Lead Independent Director and an ex-officio member of the Audit Committee, Compensation and Human Resources Committee and Public Policy Strategies and Responsibility Committee. As an ex-officio member, Mr. Burke has a standing invitation to attend each committee meeting, but does not count for quorum purposes or vote on committee matters.

2020 Proxy Statement    |    Board Committees    12


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information
  Audit Committee Meetings Held in 2019: 11  

 


Committee Members:


 

 


Glenn M. Renwick (Chair), Michele J. Hooper and F. William McNabb III


 

 


Primary Responsibilities:


 

 


The Audit Committee has responsibility for the selection and retention of the independent registered public accounting firm and oversees financial reporting, internal controls and public disclosure. The Audit Committee reviews and assesses the effectiveness of the Company's policies, procedures and resource commitments in the areas of compliance, ethics, privacy and cyber security, by interacting with personnel responsible for these functions. The Audit Committee also oversees management's processes to identify and quantify material risks facing the Company. The Audit Committee establishes procedures concerning the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters. The Audit Committee operates as a direct line of communication between the Board of Directors and our independent registered public accounting firm, as well as our internal audit, compliance and legal personnel.


 

 


Independence:


 

 


Each of the Audit Committee members is an independent director under the NYSE listing standards and the SEC rules. The Board of Directors has determined Messrs. Renwick and McNabb and Ms. Hooper are "audit committee financial experts" as defined by the SEC rules.


 

 


 


 


 

 

  Compensation and Human Resources Committee Meetings Held in 2019: 6  

 


Committee Members:


 

 


William C. Ballard, Jr. (Chair), Timothy P. Flynn and Gail R. Wilensky, Ph.D.


 

 


Primary Responsibilities:


 

 


The Compensation and Human Resources Committee is responsible for overseeing (i) our policies and practices related to total compensation for executive officers, (ii) the administration of our incentive and equity-based plans, and (iii) the risk associated with our compensation practices and plans. The Compensation and Human Resources Committee also establishes employment arrangements with our CEO and other executive officers, conducts an annual performance review of the CEO, and reviews and monitors director compensation programs and the Company's stock ownership guidelines.


 

 


Independence:


 

 


Each of the Compensation and Human Resources Committee members is an independent director under the NYSE listing standards and the SEC rules, and a non-employee director under the SEC rules.


 

 


 


 


 

2020 Proxy Statement    |    Board Committees    13


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

  Nominating and Corporate Governance Committee Meetings Held in 2019: 4  

 


Committee Members:


 

 


Michele J. Hooper (Chair), William C. Ballard, Jr. and Richard T. Burke


 

 


Primary Responsibilities:


 

 


The Nominating and Corporate Governance Committee's duties include (i) identifying and nominating individuals to be proposed as nominees for election as directors at each annual meeting of shareholders or to fill Board vacancies, (ii) conducting the Board evaluation process, (iii) evaluating the categorical standards which the Board of Directors uses to determine director independence, and (iv) monitoring and evaluating corporate governance practices. The Nominating and Corporate Governance Committee also oversees Board processes and corporate governance-related risk.


 

 


Independence:


 

 


Each of the Nominating and Corporate Governance Committee members is an independent director under the NYSE listing standards.


 

 


 


 


 

 

  Public Policy Strategies and Responsibility Committee Meetings Held in 2019: 4  

 


Committee Members:


 

 


Gail R. Wilensky, Ph.D. (Chair), Valerie C. Montgomery Rice, M.D. and John H. Noseworthy, M.D.


 

 


Primary Responsibilities:


 

 


The Public Policy Strategies and Responsibility Committee is responsible for assisting the Board of Directors in fulfilling its responsibilities relating to the Company's public policy, health care reform and modernization activities, political contributions, government relations, community and charitable activities and corporate social responsibility. The Public Policy Strategies and Responsibility Committee is also responsible for overseeing the risks associated with these activities.


 

 


Independence:


 

 


Each of the Public Policy Strategies and Responsibility Committee members is an independent director under the NYSE listing standards.


 

 


 


 


 

Board Meetings and Annual Meeting Attendance

Directors are expected to attend Board meetings, meetings of committees on which they serve and the Annual Meeting of Shareholders. All eleven current directors attended the 2019 Annual Meeting of shareholders. All of the nominees are expected to attend the 2020 Annual Meeting. During the year ended December 31, 2019, the Board of Directors held eleven meetings. All current directors attended at least 75% of the meetings of the Board and any Board committees of which they were members in 2019.

2020 Proxy Statement    |    Board Committees    |    Board Meetings and Annual Meeting Attendance    14


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

Board and Committee Evaluations

The Nominating and Corporate Governance Committee oversees the Board and Committee evaluation process. In addition, the Chair of the Board and the Lead Independent Director meet regularly with individual directors to discuss Board and Committee performance, effectiveness and composition.

GRAPHIC

Communication with the Board of Directors

The Board of Directors values the input and insights of our shareholders and believes effective communication strengthens the Board's role as an active, informed and engaged fiduciary. The Board has adopted a Board of Directors Communication Policy to facilitate communication between shareholders and the Board. Under this policy, the Board has designated the Company's Secretary to the Board of Directors as its agent to receive and review communications. The Secretary to the Board will not forward to the directors communications received which are of a personal nature or not related to the duties and responsibilities of the Board, including, without limitation, mass mailings, business solicitations, routine customer service complaints, new product or service suggestions and opinion surveys.

Appropriate matters to raise in communications to the Board include Board composition; Board and CEO succession planning process; executive compensation; uses of capital; and general Board oversight, including corporate governance, accounting, internal controls, auditing and other related matters.

The policy, including information on how to contact the Board of Directors, may be found in the corporate governance section of our website, www.unitedhealthgroup.com/who-we-are/corporate-governance.

2020 Proxy Statement    |    Board and Committee Evaluations    |    Communication with the Board of Directors    15


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

2020 Director Nominees

Our Certificate of Incorporation provides that each member of our Board of Directors is elected annually by a majority of votes cast if the election is uncontested. The Board of Directors has nominated the ten directors set forth as follows for election by the shareholders at the 2020 Annual Meeting. All director nominees were elected by our shareholders at the 2019 Annual Meeting. If any nominees should become unable to serve as a director for any reason, the persons named below as proxies will elect a replacement.

Following is a brief biographical description of each director nominee. A table listing the areas of expertise in the skills matrix held by each director and which, in part, led the Board to conclude each respective director should continue to serve as a member of the Board, is included on page 6.

The Board of Directors recommends you vote FOR the election of each of the nominees. Executed proxies will be voted FOR the election of each nominee unless you specify otherwise.

 

Director
Age
Primary Occupation
Director Since
Richard T. Burke 76 Lead Independent Director, UnitedHealth Group 1977
Timothy P. Flynn 63 Former Chair, KPMG International 2017
Stephen J. Hemsley 67 Chair, UnitedHealth Group 2000
Michele J. Hooper 68 President and CEO, The Directors' Council 2007
F. William McNabb III 62 Former Chairman and CEO, The Vanguard Group, Inc. 2018
Valerie C. Montgomery Rice, M.D. 58 President and Dean, Morehouse School of Medicine 2017
John H. Noseworthy, M.D. 68 Former CEO and President, Mayo Clinic 2019
Glenn M. Renwick 64 Former Chairman and CEO, The Progressive Corporation 2008
David S. Wichmann 57 CEO, UnitedHealth Group 2017
Gail R. Wilensky, Ph.D. 76 Senior Fellow, Project Hope 1993

 

Richard T. Burke

Mr. Burke is Lead Independent Director of the Board of Directors of UnitedHealth Group and has served in this capacity since September 2017. Mr. Burke served as Chair of the Board from 2006 to August 2017, has been a member of our Board since 1977, and was Chief Executive Officer of UnitedHealthcare, Inc., our predecessor corporation, until 1988. From 1995 until 2001, Mr. Burke was the owner, Chief Executive Officer and Governor of the Phoenix Coyotes, a National Hockey League team. In the past five years, Mr. Burke also served as a director of Meritage Homes Corporation.


  Director since: 1977

  
Age: 76

  
Committees:
       Nominating and Corporate
            Governance

  
Current Outside Public
  
Directorships:
       None

2020 Proxy Statement    |    2020 Director Nominees    16


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information


Timothy P. Flynn

Mr. Flynn was Chairman of KPMG International ("KPMG"), a global professional services organization that provides audit, tax and advisory services, from 2007 until his retirement in October 2011. From 2005 until 2010, he served as Chairman and from 2005 to 2008 as CEO of KPMG LLP in the U.S., the largest individual member firm of KPMG. Prior to serving as Chairman and CEO of KPMG LLP, Mr. Flynn was Vice Chairman, Audit and Risk Advisory Services, with operating responsibility for Audit, Risk Advisory and Financial Advisory Services practices. He previously served as a trustee of the Financial Accounting Standards Board, a member of the World Economic Forum's International Business Council, and a director of the International Integrated Reporting Council.


  Director since: 2017

  
Age: 63

  
Committees:
       Compensation and Human
            Resources

  
Current Outside Public
  
Directorships:
       Alcoa Corporation
       JPMorgan Chase & Co.
       Walmart Inc.

 

Stephen J. Hemsley

Mr. Hemsley is Chair of the Board of UnitedHealth Group and has served in this capacity since November 2019. Mr. Hemsley previously served as Executive Chair of the Board from September 2017 to November 2019, Chief Executive Officer from November 2006 to August 2017, President from May 1999 to November 2014, and Chief Operating Officer from November 1998 to November 2006. He joined the Company in 1997 and has been a member of the Board of Directors since 2000. Mr. Hemsley serves as a director of Cargill, Inc.


  Director since: 2000

  
Age: 67

  
Committees:
       None

  
Current Outside Public
  
Directorships:
       None

 

Michele J. Hooper

Ms. Hooper is President and CEO of The Directors' Council, a private company she co-founded in 2003 that works with corporate boards to increase their independence, effectiveness and diversity. She was President and CEO of Voyager Expanded Learning, a developer and provider of learning programs and teacher training for public schools, from 1999 until 2000. She previously served as President and CEO of Stadtlander Drug Company, Inc., a provider of disease specific pharmaceutical care, from 1998 until Stadtlander was acquired in 1999. Ms. Hooper is a nationally recognized corporate governance expert.


  Director since: 2007

  
Age: 68

  
Committees:
       Nominating and Corporate
            Governance (Chair)
       Audit

  
Current Outside Public
  
Directorships:
       PPG Industries, Inc.
       United Airlines Holdings, Inc.

2020 Proxy Statement    |    2020 Director Nominees    17


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

 

F. William McNabb III

Mr. McNabb served as Chairman of The Vanguard Group, Inc. from 2010 until his retirement in 2018 and served as CEO from 2008 to 2017. He joined Vanguard in 1986. In 2010, he became Chairman of the Board of Directors and the Board of Trustees of the Vanguard group of investment companies. Earlier in his career, Mr. McNabb led each of Vanguard's client facing business divisions. Mr. McNabb is active in the investment management industry and served as the Chairman of the Investment Company Institute's Board of Governors from 2013 to 2016. Mr. McNabb is Chairman of the Board of the Zoological Society of Philadelphia and serves on the Wharton Leadership Advisory Board, the Dartmouth Athletic Advisory Board, Columbia Law School's Millstein Center Advisory Board and the Ernst & Young Independent Audit Quality Board. Mr. McNabb is a board member of CECP: The CEO Force for Good.


  Director since: 2018

  
Age: 62

  
Committees:
       Audit

  
Current Outside Public
  
Directorships:
       International Business
            Machines Corporation

 

Valerie C. Montgomery Rice, M.D

Dr. Montgomery Rice is President and Dean of the Morehouse School of Medicine, a medical school in Atlanta, Georgia, and has served in this capacity since 2014. She also served as the Executive Vice President and Dean of the Morehouse School of medicine from 2011 to 2014. Morehouse School of Medicine is among the nation's leading educators of primary care physicians and was recently recognized as the top institution among U.S. medical schools for their social mission. Prior to joining Morehouse School of Medicine, she served as dean of the School of Medicine and Senior Vice President of health affairs at Meharry Medical College from March 2006 to June 2009, and as director of the Center for Women's Health Research, one of the nation's first research centers devoted to studying diseases that disproportionately impact women of color, from 2005 to 2011. Dr. Montgomery Rice also serves as a Council Member of the National Institute of Health and National Center for Advancing Translational Science, and previously on the National Institute of Health's Minority Health and Health Disparities and Office of Research on Women's Health advisory councils, and the Association of American Medical Colleges Council of Deans administrative board. Dr. Montgomery Rice is a member of the National Academy of Medicine and a renowned infertility specialist and women's health researcher.


  Director since: 2017

  
Age: 58

  
Committees:
       Public Policy Strategies and
            Responsibility

  
Current Outside Public
  
Directorships:
       None

2020 Proxy Statement    |    2020 Director Nominees    18


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

 

John H. Noseworthy, M.D

Dr. Noseworthy is the former Chief Executive Officer and President of Mayo Clinic, a world renowned non-profit healthcare organization. He retired at the end of 2018 after a 28 year career at Mayo Clinic, recognized by U.S. News and World Report as best in its honor roll of America's top providers of care for patients with serious and complex problems. Mayo Clinic cares for patients from every state and 143 countries worldwide. Dr. Noseworthy joined Mayo Clinic in 1990 and served in various capacities, including as Chairman of Mayo Clinic's internal Board of Governors, member of the Board of Trustees, Professor of Neurology at Mayo Clinic College of Medicine & Science, Chair of Mayo's Department of Neurology, medical director of the Department of Development and Vice Chair of the Mayo Clinic Rochester Executive Board. Dr. Noseworthy also served as editor-in-chief of Neurology, the official journal of the American Academy of Neurology, from 2007 to 2009. Dr. Noseworthy was a Health Governor of the World Economic Forum from 2012 to 2018 and, in the past five years, also served as a director of Merck & Co.


  Director since: 2019

  
Age: 68

  
Committees:
       Public Policy Strategies and
            Responsibility

  
Current Outside Public
  
Directorships:
       None

 

Glenn M. Renwick

Mr. Renwick served as Chairman of the Board of Directors of The Progressive Corporation, an auto insurance holding company, from November 2013 to May 2018, including as Executive Chairman of Progressive from July 2016 to June 2017, and as President and CEO from 2001 to 2016. Before being named President and CEO in 2001, Mr. Renwick served as CEO-Insurance Operations and Business Technology Process Leader at Progressive from 1998 to 2000. Prior to that, he led Progressive's Consumer Marketing group and served as president of various divisions within Progressive. Mr. Renwick joined Progressive in 1986 as Auto Product Manager for Florida. In the past five years, Mr. Renwick also served as Chairman and a director of Fiserv.


  Director since: 2008

  
Age: 64

  
Committees:
       Audit (Chair)

  
Current Outside Public
  
Directorships:
       None

 

David S. Wichmann

Mr. Wichmann is Chief Executive Officer of UnitedHealth Group and a member of the Board of Directors, and has served in this capacity since September 2017. Mr. Wichmann previously served as President of UnitedHealth Group from November 2014 to August 2017. Mr. Wichmann also served as Chief Financial Officer of UnitedHealth Group from January 2011 to June 2016. From April 2008 to November 2014, Mr. Wichmann served as Executive Vice President of UnitedHealth Group and President of UnitedHealth Group Operations.


  Director since: 2017

  
Age: 57

  
Committees:
       None

  
Current Outside Public
  
Directorships:
       Tennant Company

2020 Proxy Statement    |    2020 Director Nominees    19


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information

Gail R. Wilensky, Ph.D.

Dr. Wilensky has been a senior fellow at Project HOPE, an international health foundation, since 1993. From 2008 to 2009, Dr. Wilensky was President of the Department of Defense Health Board and chaired its sub-committee on health care delivery. From 2006 to 2008, Dr. Wilensky co-chaired the Department of Defense Task Force on the Future of Military Health Care. During 2007, she also served as a commissioner on the President's Commission on Care for America's Returning Wounded Warriors. From 2001 to 2003, she was the Co-Chair of the President's Task Force to Improve Health Care for our Nation's Veterans. From 1997 to 2001, she was also Chair of the Medicare Payment Advisory Commission. From 1992 to 1993, Dr. Wilensky served as the Deputy Assistant to President George H. W. Bush for policy development, and from 1990 to 1992, she was the Administrator of the Health Care Financing Administration (now known as the Centers for Medicare and Medicaid Services), directing the Medicaid and Medicare programs for the United States. Dr. Wilensky is a nationally recognized health care economist.


  Director since: 1993

  
Age: 76

  
Committees:
       Public Policy Strategies and
            Responsibility (Chair)
       Compensation and Human
            Resource

  
Current Outside Public
  
Directorships:
       Quest Diagnostics
       ViewRay, Inc.

Director Compensation

We seek to compensate our non-employee directors fairly for work required for a company of our size, complexity and scope and to align their interests with the long-term interests of our shareholders. Director compensation reflects our desire to attract, retain and benefit from the expertise of highly qualified people. The Compensation and Human Resources Committee annually reviews the compensation of our non-employee directors and makes recommendations to the Board of Directors. In August 2019, the Compensation and Human Resources Committee, with the advice of its independent compensation consultant, undertook a review of the structure, philosophy and overall mix of the director compensation program as compared to the Company's compensation peer group and also the four large publicly traded managed health care companies. Following this review, the Compensation and Human Resources Committee recommended no changes to director compensation.

2020 Proxy Statement    |    2020 Director Nominees    |    Director Compensation    20


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The following table highlights the material elements of our director compensation program:

Compensation Element

Compensation Value ($)

Annual Cash Retainer

125,000

Annual Chair of the Board Cash Retainer

270,000

Annual Audit Committee Chair Cash Retainer

25,000

Annual Compensation and Human Resources Committee Chair Cash Retainer

20,000

Annual Nominating and Corporate Governance Committee Chair Cash Retainer

20,000

Annual Public Policy Strategies and Responsibility Committee Chair Cash Retainer

20,000

Annual Lead Independent Director Cash Retainer

75,000

Annual Equity Award

205,000 aggregate fair value of deferred stock units

Equity Conversion Program

At the director's election, cash compensation may be converted into DSUs, or if the director has met the stock ownership guidelines, into common stock

Cash Compensation

Cash retainers are payable on a quarterly basis in arrears on the first business day following the end of each fiscal quarter, and are subject to pro rata adjustment if the director did not serve the entire quarter. Directors may elect to receive deferred stock units ("DSUs") or common stock (if the director has met the stock ownership guidelines) in lieu of their cash compensation or may defer receipt of their cash compensation to a later date pursuant to the Directors' Compensation Deferral Plan ("Director Deferral Plan"). The cash retainers are in consideration of general service and responsibilities and required meeting preparation. Effective November 2019, the Board approved an annual cash retainer in the amount of $270,000 for the newly established non-executive Chair of the Board role.

Equity-Based Compensation

Non-employee directors receive annual grants of DSUs under the 2011 Stock Incentive Plan having an aggregate fair value of $205,000. The grants are issued quarterly in arrears on the first business day following the end of each fiscal quarter and prorated if the director did not serve the entire quarter. The number of DSUs granted is determined by dividing $51,250 (the quarterly value of the annual equity award) by the closing price of our common stock on the grant date, rounded up to the nearest share. The grants are in consideration of general service and responsibilities and required meeting preparation.

The DSUs immediately vest upon grant and must be retained until completion of the director's service on the Board of Directors. Upon completion of service, the DSUs convert into an equal number of shares of the Company's common stock. A director may defer receipt of the shares for up to ten years after completion of service pursuant

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to the Director Deferral Plan. Non-employee directors who have met their stock ownership requirement may elect to receive common stock in lieu of DSUs and/or in-service distributions on pre-selected dates.

If a director elects to convert his or her cash compensation into common stock or DSUs, such conversion grants are made on the day the eligible cash compensation becomes payable to the director. The director receives the number of shares of common stock or DSUs, as applicable, equal to the cash compensation foregone, divided by the closing price of our common stock on the date of grant, rounded up to the nearest share. The DSUs immediately vest upon grant. A director may only elect to receive common stock if he or she has met the stock ownership guidelines.

The Company pays dividend equivalents in the form of additional DSUs on all outstanding DSUs. Dividend equivalents are paid at the same rate and at the same time that dividends are paid to Company shareholders and are subject to the same vesting conditions as the underlying grant.

Stock Ownership and Retention Guidelines

Under our stock ownership guidelines, we require non-employee directors to achieve ownership of shares of the Company's common stock (excluding stock options, but including vested DSUs and vested restricted stock units) having a fair market value equal to five times the directors' annual base cash retainer. Non-employee directors must comply with the stock ownership guidelines within five years of their appointment to the Board of Directors. All of our non-employee directors have met the stock ownership requirement or have served as a director for less than five years. Our directors are required to hold all equity awards granted until completion of service on the Board or until they have met our stock ownership requirements.

Director Deferral Plan

Under the Director Deferral Plan, subject to compliance with applicable laws, non-employee directors may elect annually to defer receipt of all or a percentage of their compensation. Amounts deferred are credited to a bookkeeping account maintained for each director participant that uses a predetermined collection of unaffiliated mutual funds as measuring investments. The Director Deferral Plan does not provide for matching contributions by the Company.

Other Compensation

We reimburse directors for any reasonable out-of-pocket expenses incurred in connection with service as a director. We also provide health care coverage to directors if the director is not eligible for subsidized coverage under another group health care benefit program. Health care coverage is provided generally on the same terms and conditions as current employees. Upon retirement from the Board of Directors, directors may continue to obtain health care coverage under benefit continuation coverage, and after the lapse of such coverage, under the Company's post-employment medical plan for up to a total of 96 months if they are otherwise eligible.

The Company maintains a program through which it will match up to $15,000 of charitable donations made by each director for each calendar year. The directors do not receive any financial benefit from this program because the charitable income tax deductions accrue solely to the Company. Donations under the program may not be made to family trusts, partnerships or similar organizations.

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Our corporate aircraft use policy prohibits personal use of corporate aircraft by any independent director. However, because there is no incremental cost to the Company, the policy permits a director's family member to on occasion accompany the director on a business flight on Company aircraft provided a seat is available.

The following table provides information for the year ended December 31, 2019, relating to compensation paid to or accrued by us on behalf of our non-employee directors who served in this capacity during 2019.

2019 Director Compensation Table

Name(1)
Fees Earned or Paid
In Cash
($)(2)

Stock
Awards
($)(3)

All Other
Compensation
($)(4)

Total
($)

William C. Ballard, Jr.

145,000 205,395 18,433 368,828

Richard T. Burke

200,000 205,395 28,006 433,401

Timothy P. Flynn

330,325 22,847 353,172

Stephen J. Hemsley

735 735

Michele J. Hooper

145,000 205,395 15,505 365,900

F. William McNabb III

330,325 330,325

Valerie C. Montgomery Rice, M.D.

125,000 205,395 16,321 346,716

John H. Noseworthy, M.D.

209,477 11,817 221,294

Glenn M. Renwick

355,404 23,874 379,278

Gail R. Wilensky, Ph.D.

145,000 205,395 17,880 368,275
(1)
Mr. Ballard is not standing for re-election at the 2020 Annual Meeting. Mr. Hemsley began serving as non-executive Chair of the Board on November 8, 2019. Compensation earned in connection with Mr. Hemsley's 2019 service as non-executive Chair of the Board was paid on January 2, 2020, as director compensation is paid quarterly in arrears. Compensation paid in connection with Mr. Hemsley's service as Executive Chair of the Board from January 1, 2019 until November 7, 2019 is reported in the Summary Compensation Table and additional executive compensation tables, as appropriate, in this proxy statement. Dr. Noseworthy joined the Board on February 12, 2019, and compensation was prorated from that date. Mr. Wichmann is an employee director and does not receive additional compensation for serving as a director.

(2)
Messrs. Flynn and McNabb each converted their $125,000 cash compensation into 528 DSUs, respectively, Dr. Noseworthy converted his $79,167 cash compensation into 341 DSUs and Mr. Renwick converted his $150,000 cash compensation into 634 DSUs.

(3)
The amounts reported reflect the aggregate grant date fair value of the stock awards granted in 2019 computed in accordance with FASB ASC Topic 718, based on the closing price of our common stock on the grant date. For a description of the assumptions used in computing the aggregate grant date fair value, see Note 11 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. For each director, the amounts reported include the aggregate grant date fair value of the annual equity award of DSUs granted in quarterly installments. The amounts reflect the value of fractional shares issued with the quarterly installments as we round equity grants up to the nearest whole share. For Messrs. Flynn, McNabb, Noseworthy and Renwick, we combined the cash compensation they elected to convert into DSUs on a quarterly basis and the value of the quarterly DSU grant prior to determining the number of DSUs to be granted each quarter. For 2019, Dr. Wilensky elected for a portion of her annual DSU awards be granted in shares of common stock.

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    The aggregate grant date fair values of the stock awards granted in 2019, computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the grant date, are as follows:

Name
January 2, 2019
($)
April 1, 2019
($)
July 1, 2019
($)
October 1,2019
($)

William C. Ballard, Jr.

51,376 51,318 51,440 51,262

Richard T. Burke

51,376 51,318 51,440 51,262

Timothy P. Flynn*

82,543 82,501 82,740 82,540

Michele J. Hooper

51,376 51,318 51,440 51,262

F. William McNabb III*

82,543 82,501 82,740 82,540

Valerie C. Montgomery Rice, M.D.

51,376 51,318 51,440 51,262

John H. Noseworthy, M.D.*

44,197 82,740 82,540

Glenn M. Renwick*

88,874 88,885 88,806 88,839

Gail R. Wilensky, Ph.D.

51,376 51,318 51,440 51,262
*
Includes the value of DSUs issued upon conversion of annual cash retainers as described in footnote 2 above of $125,000 for Messrs. Flynn and McNabb, $79,167 for Dr. Noseworthy and $150,000 for Mr. Renwick. Dr. Noseworthy was not granted stock awards on January 2, 2019, as he did not join the Board until February 12, 2019.

    As of December 31, 2019, our non-employee directors held outstanding DSU awards as follows:

Name
Deferred
Stock Units

William C. Ballard, Jr.

24,452

Richard T. Burke

24,452

Timothy P. Flynn

3,936

Michele J. Hooper

31,229

F. William McNabb III

2,195

Valerie C. Montgomery Rice, M.D.

1,784

John H. Noseworthy, M.D.

909

Glenn M. Renwick

46,425

Gail R. Wilensky, Ph.D.

22,236
(4)
In 2019, the Company matched $15,000 in charitable contributions made by the following directors to charitable organizations selected by the directors pursuant to the Company's Board Matching Program: Messrs. Ballard, Burke, Flynn, Hooper and Renwick and Drs. Montgomery Rice and Wilensky, and $10,000 in charitable contributions made by Dr. Noseworthy. In 2019, the Company also paid $505, $13,006, $7,847, $735, $8,874 and $505 in health care premiums on behalf of Messrs. Ballard, Burke, Flynn, Hemsley, Renwick and Ms. Hooper, respectively.

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Corporate Governance

Overview

UnitedHealth Group is committed to high standards of corporate governance and ethical business conduct. Important documents reflecting this commitment are listed below.

Corporate Governance Documents

Certificate of Incorporation
Code of Conduct: Our Principles of Ethics & Integrity

Bylaws
Related-Person Transactions Approval Policy

Principles of Governance
Board of Directors Communication Policy

Board of Directors Committee Charters
Political Contributions Policy

Standards for Director Independence
Corporate Environmental Policy

You can access these documents at www.unitedhealthgroup.com/who-we-are/corporate-governance to learn more about our corporate governance practices. We will also provide copies of these documents without charge upon written request to the Company's Secretary to the Board of Directors.

Commitment to Effective Corporate Governance

Board Accountability to Shareholders

Annual Election


 


All directors stand for election by majority vote annually
Proxy Access   Proxy access with market terms
Majority Voting Standard   Majority voting in uncontested director elections, and directors not receiving majority support must tender their resignation for consideration by the Board
Special Meeting / Written Consent Rights   Shareholders have the rights to call a special meeting and act by written consent
No Poison Pill   No shareholder rights plan (commonly referred to as a "poison pill")

 


 


 
Shareholder Voting Rights in Proportion to Economic Interests

One Share, One Vote


 


No dual class structure; each share of common stock is entitled to one vote
No Supermajority Requirements   No supermajority shareholder approval requirements

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Board Responsiveness to Shareholders / Proactive Understanding of Shareholder Perspectives

Shareholder Engagement Process


 


Management and Board members met with key shareholders in 2019
Shareholder engagement topics included Board composition, leadership and refreshment, executive compensation program and sustainability and social topics
Nominating Advisory Committee   Our Nominating Advisory Committee, comprised of long-term shareholders of the Company and a member of the medical community, provides our Nominating and Corporate Governance Committee with additional input regarding desirable characteristics of director candidates and the composition of our Board

 


 


 
Strong Independent, Board Leadership Structure

Board Leadership


 


Separate CEO and Chair of the Board
Lead Independent Director   Strong Lead Independent Director with clearly defined and robust duties that are disclosed to shareholders
Annual Review   Board considers appropriateness of its leadership structure at least annually
Committee Membership   Strong independent Committee chairs and fully independent Committees
Disclosure   Proxy discloses why Board believes current leadership structure is appropriate

 


 


 
Adopt Structures and Practices Enhancing Board Effectiveness

Independence


 


As of April 7, 2020, 82% of our Board members are independent
Diversity   33% of our independent Board members are diverse
Board and Committee Evaluations   Annual Board and Committee evaluation conducted by independent consultant and led by the Chair of Nominating and Corporate Governance Committee
Board Refreshment   Active Board refreshment plan; six new Board members added in last three years, five of whom are standing for election
Attendance   Directors attended 94% of combined total Board and applicable committee meetings in 2019 and all directors attended the 2019 Annual Meeting
Board Service Limits   Independent directors may serve on no more than three other public company boards; and our CEO may serve on no more than one other public company board
Executive Sessions   Frequent executive sessions of independent directors held
Disclosure   Full disclosure of corporate governance policies and practices

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Align Management Incentive Structures with Long-Term Strategy

Say-on-Pay Results


 


Executive Compensation program received more than 95% shareholder support in 2019 and has received more than 95% of the votes cast since our inaugural vote in 2011
Annual Review of Compensation Program   Compensation and Human Resources Committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies
Incentive Programs Linked to Strategy   Annual and long-term incentive programs are designed to reward financial and operational performance that furthers short- and long-term strategic objectives
Non-Financial Performance Goals   A portion of our annual incentive award is dependent upon the achievement of goals of customer, provider and employee satisfaction, which are viewed to be important to achieving long-term success for the Company

Strong and effective governance practices are critical to UnitedHealth Group's long-term value creation. The Board has enhanced governance policies over time to align with best practices, drive sustained shareholder value and serve the interests of shareholders. Our corporate governance practices align with the corporate governance principles developed by the Investor Stewardship Group (ISG), which includes some of the largest institutional investors and global asset managers and advocates for best practices in corporate governance.

Code of Conduct: Our Principles of Ethics & Integrity

The Code of Conduct: Our Principles of Ethics & Integrity document is posted on our website and covers our principles and policies related to business conduct, conflicts of interest, public disclosure, legal compliance, reporting and accountability, corporate opportunities, confidentiality, fair dealing and protection and proper use of Company assets. Any waiver of the Code of Conduct for the Company's executive officers, senior financial officers or directors may be made only by the Board of Directors or a committee of the Board. We will publish any amendments to the Code of Conduct and waivers of the Code of Conduct for an executive officer or director on our website.

Compliance and Ethics

We strongly and broadly encourage employees to raise ethics and compliance concerns, including concerns about accounting, internal controls or auditing matters. We offer several channels for employees and third parties to report ethics and compliance concerns or incidents, including by telephone or online, and individuals may choose to remain anonymous in jurisdictions where anonymous reporting is permissible. We prohibit retaliatory action against any individual who in good faith raises concerns or questions regarding ethics and compliance matters or reports suspected violations. We train all employees annually and periodically advise them regarding the means by which they may report possible ethics or compliance issues and their affirmative responsibility to report any possible issues.

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Risk Oversight

Enterprise-Wide Risk Oversight

Our Board of Directors oversees management's enterprise-wide risk management activities. Risk management activities include assessing and taking actions necessary to manage risk incurred in connection with the long-term strategic direction and operation of our business. Each director on our Board is required to have risk oversight ability for each skill and attribute the director possesses reflected in the collective skills section of our director skills matrix described in "Proposal 1 — Election of Directors — Director Nomination Process — Criteria for Nomination to the Board" above. Collectively, our Board of Directors uses its committees to assist in its risk oversight function as follows:

    The Audit Committee oversees management's internal controls and compliance activities. The Audit Committee also oversees management's processes to identify and quantify material risks facing the Company, including risks disclosed in the Company's Annual Report on Form 10-K. The enterprise risk management function assists the Company in identifying and assessing the Company's material risks. The Company's General Auditor, who reports to the Audit Committee, assists the Company in evaluating risk management controls and methodologies. The Audit Committee receives periodic reports on the enterprise risk management function and the Company's cyber security efforts. In connection with its risk oversight role, the Audit Committee regularly meets privately with representatives from the Company's independent registered public accounting firm and the Company's Chief Financial Officer, General Auditor and Chief Legal Officer;

    The Compensation and Human Resources Committee oversees risk associated with our compensation practices and plans;

    The Nominating and Corporate Governance Committee oversees Board processes and corporate governance-related risk; and

    The Public Policy Strategies and Responsibility Committee oversees risk associated with the public policy arena, including health care reform and modernization activities, political contributions, government relations, community and charitable activities and corporate social responsibility.

Our Board of Directors maintains overall responsibility for oversight of the work of its various committees by receiving regular reports from the Committee chairs regarding their work. In addition, discussions about the Company's culture, strategic plan, consolidated business results, capital structure, merger and acquisition-related activities and other business discussed with the Board of Directors include a discussion of the risks associated with the particular item under consideration. Our Board of Directors and Board committees also have authority to retain independent advisers.

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Enterprise-Wide Cybersecurity Risk Oversight

Board and Committee Oversight

Our Board recognizes the importance of maintaining the trust and confidence of our customers, clients and employees. We regularly update our Board and the Audit Committee on the Company's cybersecurity program, including tabletop exercises and ongoing efforts to ensure the security and proper use of confidential and personal information. We devote significant resources to protecting and evolving the security of our computer systems, software, networks and other technology assets in response to a continuously changing threat landscape. The Company regularly updates its cyber policies, procedures and security measures and trains employees and certain business partners on these requirements.

Enterprise-Wide Incentive Compensation Risk Assessment

Our Compensation and Human Resources Committee requested management to conduct an annual risk assessment of the Company's enterprise-wide compensation programs. The risk assessment reviewed both cash incentive compensation plans and individual cash incentive awards paid in 2019 for the presence of potential design elements that could motivate employees to incur excessive risk. The review included the ratio and level of incentive to fixed compensation, the amount of manager discretion, the level of compensation expense relative to the business units' revenues, and the presence of other design features which serve to mitigate excessive risk-taking, such as the Company's clawback policy, stock ownership and retention guidelines, multiple performance measures and similar features.

After considering the results of the risk assessment, management concluded the level of risk associated with the Company's enterprise-wide compensation programs is not reasonably likely to have a material adverse effect on the Company. The results of the risk assessment were reviewed with the Compensation and Human Resources Committee at its February 2020 meeting. Please see "Compensation Discussion and Analysis" for a discussion of compensation design elements intended to mitigate excessive risk-taking by our executive officers.

The Compensation and Human Resources Committee also receives an annual report on the Company's compliance with its equity award program controls.

Alignment of Environment, Social and Governance (ESG) with Our Long-Term Strategy

The 325,000 people of UnitedHealth Group are guided by our mission to help people live healthier lives and help make the health system work better for everyone. Our team members are working to develop a next-generation health system in a socially conscious way — so it works better for everyone, those who experience care, those who provide care and those who pay for care. Our culture, values and mission align with our long term strategy to

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develop a next-generation health system that increases access to care, makes care more affordable, enhances the care experience, and improves health outcomes:

    Reinvent Health Care Delivery — Achieving high-quality outcomes, lower costs, and improved consumer and physician satisfaction, driven by our high-performing local care practices.

    Transform Pharmacy Care Services — Driving transparent, digitally enabled, clinically integrated, high-quality pharmacy services at lower costs with more consumer-responsive point-of-sale discounts.

    Accelerate Digital and Advanced Technologies — Simplifying data exchange, improving connectivity, lowering costs and driving distinctive outcomes in every aspect of the health system through our highly secured, information-enabled digital platforms.

    Advance Consumer-Centric Benefits — Offering affordable products that align incentives with healthy behaviors to guide people to a more engaged and healthier lifestyle.

UnitedHealth Group has a long-standing commitment to sustainability and below are some key highlights:

Our People and Culture

Our mission and our cultural values of integrity, compassion, relationships, innovation and performance inspire our behavior as individuals and as an enterprise — and guide everything we do in pursuit of our goals. Leaders at UnitedHealth Group play a key role in shaping the culture across the Company and each of our employees receive training on our values and culture.

UnitedHealth Group hires, develops and engages a diverse team that understands and responds to the multicultural communities we serve. Skilled and diverse teams generate new ideas, produce better solutions and help us better serve our diverse customer base across the health care community. We have embedded inclusion and diversity throughout our culture, including in our leadership development, talent acquisition, talent management and supplier practices.

The diversity of our workforce includes nearly 100,000 clinical professionals, 45,000 customer service individuals and 32,000 technologists. The following charts represent additional diversity of our 325,000 team members during 2019, based on self-identified data.

LOGO

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Pay Equity

UnitedHealth Group is committed to pay equity for all employees. Fair and equitable compensation practices within a pay-for-performance framework support our culture and key to achieving our mission of helping people live healthier lives and helping make the health system work better for everyone. To achieve that important goal, we regularly perform reviews of our compensation practices. In the normal course of our business, we evaluate pay equity in a number of respects, including by gender, ethnicity and race.

Our most recent review of our U.S. and global workforce (excluding employees of acquired companies who are not yet integrated) indicates there is no difference in pay between females and males performing similar work at similar levels. In addition, minority groups within the U.S. are paid the same as Caucasians performing similar work at similar levels.

Building Healthier Communities

At UnitedHealth Group, we combine our knowledge, expertise and compassion as an enterprise and as individuals to support the communities where we live and work. Through our business as well as the United Health Foundation and UnitedHealthcare Children's Foundation we provide grants, make in-kind donations, participate in disaster relief efforts, and volunteer our time and resources with local and national organizations.

Since 2006, we have contributed nearly $850 million to the communities where we live and work. Through our Company's targeted grant-making activities, as well as those of the United Health Foundation, we are helping cultivate the future health workforce, connect individuals to quality care, improve the care experience and help seniors, children, and vulnerable populations achieve better health.

Improving Access to High-Quality Care

UnitedHealth Group supports universal coverage and is improving access to care for individuals and families through data-enabled and person-centric care delivery approaches. With a particular focus on serving the distinct needs of local communities, including supporting rural and underserved communities through philanthropic partnerships with local health centers, community partners and deployment of innovative technologies, we have helped provide specialty behavioral, diagnostic, and oral health care and other preventive services to over 63,000 individuals in rural and underserved communities since 2017.

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Giving and Volunteering

Our people demonstrate their compassion by giving generously to charitable causes they care deeply about and by volunteering their time to serve others. Through the United for Giving program, we support our employees and the causes they care most about my matching nearly all contributions dollar-for-dollar and providing an employee who volunteers 30 hours of time with a $500 giving reward to donate to a nonprofit of their choice.

LOGO

Determinants of Health

Determinants of health are non-medical factors that influence a person's health and well-being. Lack of resources in housing, food, and transportation can lead to a disproportionately unhealthy community, because 80% of a person's health is influenced by factors outside of a clinical setting. UnitedHealth Group's initiatives to address determinants of health in the communities we serve include:

Housing — Our inter-related initiatives to finance affordable housing communities and directly cover housing costs of individuals experiencing homelessness have helped thousands of seniors, veterans, individuals with disabilities and others find stable housing, which ultimately improves their health and well-being. Since 2011, we have invested more than $400 million in low-income tax credits, which lowers construction costs for affordable housing developers. This investment has helped build 4,500 new homes for those most at need in 80 communities across 18 states.

Food Security — We are enabling food banks to provide healthy, fresh food to underserved communities by investing in refrigeration, training, mobile food pantries and meal delivery programs. We partner with local community-based organizations and have helped distribute more than 47 million meals since 2018.

Transportation — We are investing in transportation programs to better serve our Medicare and Medicaid members. By addressing this barrier to care we hope to enable better preventative medicine, earlier identification of disease and fewer missed appointments.

Building and Shaping the Health Workforce

UnitedHealth Group is working to ensure the future health care workforce in the U.S. is equipped to meet the needs of patients across the country by increasing the number of primary care physicians, helping to build a more diverse health care workforce, expanding the number of health data analysts and technologists, and providing career skills training and reintegration support to transitioning active duty service members.

A diverse health workforce that reflects today's society can deliver more personalized, culturally competent care. As such, the United Health Foundation Diverse Scholars Initiative partners with civic and nonprofit organizations to

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build a health workforce that reflects our society and increases the number of primary care physicians who are equipped to deliver personalized, culturally competent care. Since the program launched in 2007, we have provided more than $23 million in assistance through our partners and funded nearly 3,000 scholarships to diverse undergraduate and graduate students.

UnitedHealth Group is also collaborating with leading universities, to expand the number of health data analysts and technologists through philanthropic grants, strategic partnerships, and experiential learning opportunities. As an enterprise, we have invested more than $12 million to expand health data analytics learning opportunities for university students and working professionals.

We also recognize that individuals who serve, or have served in the military, have special skills that can be applied to helping deliver best-in-class health care benefits and services. UnitedHealth Group provides tools, such as the Military Skills Translator, that helps service members convert their military experience to career opportunities at our Company. UnitedHealth Group's Military Internship Program, a partnership between UnitedHealth Group and the Department of Defense SkillBridge Program, offers career skills training and workforce reintegration to transitioning active duty service members across all branches of the U.S. Military.

Environmental

The health of the environment plays an important role in the health of every community. UnitedHealth Group is committed to minimizing our impact on the environment through responsible business operations. Highlights of our 2019 environmental sustainability efforts include the following:

LOGO

2020 Proxy Statement    |    Alignment of Environment, Social and Governance (ESG) with Our Long-Term Strategy    33


Table of Contents

  1

Board of
Directors


2

Corporate
Governance


3

Executive
Compensation


4

Audit

5

Annual
Meeting


6

Other
Information