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9900 Bren Road East
Minnetonka, Minnesota 55343 |
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April 22, 2022
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Andrew Witty
Chief Executive Officer |
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Stephen Hemsley
Chair of the Board |
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June 6, 2022
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11:00 a.m. Eastern Time
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Our Annual Meeting can
be accessed virtually at: www.virtualshareholder meeting.com/UNH2022 |
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Record Date
April 8, 2022 |
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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.
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IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY VIA THE INTERNET ON JUNE 6, 2022:
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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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| Board of Directors | | | | | | | |
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| Corporate Governance | | | | | | | |
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| Executive Compensation | | | | | | | |
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| Audit | | | | | | | |
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| Annual Meeting | | | | | | | |
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| Other Information | | | | | | | |
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2022 Proxy Statement | Proxy Summary
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1
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2022 Proxy Statement | Proxy Summary
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2
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Items of Business
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Board’s Recommendation
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Details
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| 1 | | | Election of Eight Directors | | |
FOR
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| | Page 4 | |
| 2 | | | Advisory Approval of Executive Compensation | | |
FOR
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| | Page 61 | |
| 3 | | | Ratification of Independent Registered Public Accounting Firm | | |
FOR
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| | Page 65 | |
| 4 | | | Shareholder Proposal Seeking Shareholder Ratification of Termination Pay | | |
AGAINST
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| | Page 66 | |
| 5 | | | Shareholder Proposal Regarding Political Contributions Congruency Report | | |
AGAINST
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| | Page 69 | |
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2022 Proxy Statement | Proxy Summary
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3
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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PROPOSAL 1: Election of Directors
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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.
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Director
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Age
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Primary Occupation
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Director
Since |
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Timothy P. Flynn | | |
65
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| | Former Chair, KPMG International | | |
2017
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Paul R. Garcia | | |
69
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| | Retired Chair and Chief Executive Officer, Global Payments | | |
2021
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Stephen J. Hemsley | | |
69
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| | Chair, UnitedHealth Group | | |
2000
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Michele J. Hooper | | |
70
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| | President and CEO, The Directors’ Council | | |
2007
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F. William McNabb III | | |
65
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| | Former Chairman and CEO, The Vanguard Group, Inc. | | |
2018
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Valerie C. Montgomery Rice, M.D. | | |
60
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| | President and Dean, Morehouse School of Medicine | | |
2017
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John H. Noseworthy, M.D. | | |
70
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| | Former CEO and President, Mayo Clinic | | |
2019
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Andrew Witty | | |
57
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| | CEO, UnitedHealth Group | | |
2021
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2022 Proxy Statement | Proposal 1: Election of Directors | 2022 Director Nominees
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4
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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Timothy P. Flynn
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| 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 at KPMG LLP. He previously served as a trustee of the Financial Accounting Standards Board, a member of the World Economic Forum’s International Business Council, and as a director of Alcoa and the International Integrated Reporting Council. | | |
Director since: 2017
Age: 65
Committees:
Compensation and Human
Resources (Chair)
Governance
Current Outside Public
Directorships:
JPMorgan Chase & Co.
Walmart Inc. |
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Paul R. Garcia
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| Mr. Garcia is the retired Chairman and Chief Executive Officer of Global Payments Inc., a publicly traded, leading provider of electronic payment processing services, and served in that capacity from 1999 to 2014. Prior to his role at Global Payments, Mr. Garcia served as President & CEO of NaBanco, an electronic credit card processor, from 1982 to 1995. Mr. Garcia currently serves as a director of Deluxe Corporation and Repay Holdings Corporation. He has also served on the board of directors of Global Payments Inc. and MasterCard International and, in the past five years, served as a director of The Dun & Bradstreet Corporation, West Corporation, Truist Financial Corporation and Payment Alliance International, Inc. | | |
Director since: 2021
Age: 69
Committees:
Audit and Finance
Current Outside Public
Directorships:
Deluxe Corporation
Repay Holdings Corporation |
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Stephen J. Hemsley
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| Mr. Hemsley is non-executive 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 currently serves as a director of Cargill, Inc. | | |
Director since: 2000
Age: 69
Committees:
Health and Clinical Practice
Policies
Current Outside Public
Directorships:
None
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2022 Proxy Statement | 2022 Director Nominees
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5
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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Michele J. Hooper
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| Ms. Hooper is Lead Independent Director of the Board of Directors of UnitedHealth Group and has served in this capacity since October 2021. Ms. Hooper is also 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. In the past five years, Ms. Hooper also served as a director of PPG Industries, Inc. | | |
Director since: 2007
Age: 70
Committees:
Audit and Finance
Current Outside Public Directorships:
United Airlines Holdings, Inc.
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F. William McNabb III
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| 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 and the Columbia Law School’s Millstein Center Advisory Board. Mr. McNabb is a board member of CECP: The CEO Force for Good. | | |
Director since: 2018
Age: 65
Committees:
Audit and Finance (Chair)
Governance
Current Outside Public
Directorships:
International Business
Machines Corporation |
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2022 Proxy Statement | 2022 Director Nominees
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6
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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Valerie C. Montgomery Rice, M.D.
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| Dr. Montgomery Rice is President and Chief Executive Officer of the Morehouse School of Medicine, a medical school in Atlanta, Georgia. She has served as President since 2014 and as Chief Executive Officer since 2021. She also served as Dean of the Morehouse School of Medicine from 2011 to 2021 and as Executive Vice President 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 its 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 served previously 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: 60
Committees:
Health and Clinical Practice
Policies (Chair)
Compensation and Human
Resources
Current Outside Public
Directorships:
23andMe Holding Co.
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John H. Noseworthy, M.D.
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| Dr. Noseworthy is the former Chief Executive Officer and President of Mayo Clinic, a world renowned health care 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 in every U.S. 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: 70
Committees:
Compensation and Human
Resources Health and Clinical Practice Policies Governance (Chair)
Current Outside Public
Directorships:
None
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2022 Proxy Statement | 2022 Director Nominees
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7
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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Andrew Witty
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| Mr. Witty is Chief Executive Officer of UnitedHealth Group and has served in that capacity since February 2021. He was President of UnitedHealth Group from November 2019 to February 2021, Chief Executive Officer of Optum from July 2018 to April 2021, and a UnitedHealth Group director from August 2017 to March 2018. Prior to joining UnitedHealth Group, he was Chief Executive Officer and a board member of GlaxoSmithKline, a global pharmaceutical company, from 2008 to April 2017. | | |
Director since: 2021
Age: 57
Committees:
None
Current Outside Public
Directorships:
None
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2022 Proxy Statement | Director Nomination Process
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8
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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Director
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Corporate
Governance |
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Finance
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Health
Care Industry |
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Direct
Consumer Markets |
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Social
Media/ Marketing |
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Diversity
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Experience
with Large Complex Organizations |
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Technology/
Business Processes |
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Clinical
Practice |
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Political/
Health Care Policy/ Regulatory |
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Capital
Markets |
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Timothy P. Flynn
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Paul R. Garcia
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Stephen J. Hemsley
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Michele J. Hooper
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F. William McNabb III
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Valerie C. Montgomery Rice, M.D.
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John H. Noseworthy, M.D.
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Andrew Witty
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2022 Proxy Statement | Director Nomination Process
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9
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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Additions
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Departures
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2021
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2019
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2018
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2017
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2022
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2021
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2020
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2018
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2017
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Andrew
Witty(1)
Paul R.
Garcia |
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John H.
Noseworthy, M.D. |
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F. William
McNabb III |
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Timothy P.
Flynn
Valerie C.
Montgomery Rice, M.D.
Andrew
Witty(1)
David S.
Wichmann |
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Richard T.
Burke
Gail R.
Wilensky, Ph.D.
Mr. Burke and
Dr. Wilensky are not Standing for Re-Election at the Annual Meeting |
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David S.
Wichmann
Glenn M.
Renwick |
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William C.
Ballard, Jr. |
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Andrew
Witty(1)
Kenneth I.
Shine, M.D. |
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Rodger A.
Lawson
Robert J.
Darretta |
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2022 Proxy Statement | Director Nomination Process
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10
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Director Nomination Process
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11
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Board Leadership Structure
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12
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Director Independence | Board Committees
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13
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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Director
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Audit and
Finance |
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Compensation
and Human Resources |
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Governance
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Health and
Clinical Practice Policies |
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Timothy P. Flynn
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Paul R. Garcia
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Stephen J. Hemsley
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Michele J. Hooper
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F. William McNabb III
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Valerie C. Montgomery Rice, M.D.
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John H. Noseworthy, M.D.
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Andrew Witty
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Chair
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Member
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Financial Expert
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Audit and Finance Committee
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Meetings Held in 2021: 10
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| | Committee Members: | | | |||
| | F. William McNabb III (Chair), Michele J. Hooper and Paul R. Garcia | | | |||
| | Primary Responsibilities: | | | |||
| | The Audit and Finance 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 and Finance 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. The Audit and Finance Committee also oversees management’s processes to identify and quantify material risks facing the Company, management’s investing and financing policies and practices, ESG investment criteria, and assurance of ESG disclosures. The Audit and Finance Committee establishes procedures concerning the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters. The Audit and Finance 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 and Finance Committee members is an independent director under the NYSE listing standards and the SEC rules. The Board of Directors has determined Mr. McNabb, Ms. Hooper and Mr. Garcia are “audit committee financial experts” as defined by the SEC rules. | | |
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2022 Proxy Statement | Board Committees
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14
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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Compensation and Human Resources Committee
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Meetings Held in 2021: 6
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| | Committee Members: | | | |||
| | Timothy P. Flynn (Chair), Valerie C. Montgomery Rice, M.D. and John H. Noseworthy, M.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, (iii) the risk associated with our compensation practices and plans, and (iv) human capital management, including diversity, equity and inclusion initiatives. The Compensation and Human Resources Committee 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. | | |
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Governance Committee
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Meetings Held in 2021: 6
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| | Committee Members: | | | |||
| | John H. Noseworthy, M.D. (Chair), Timothy P. Flynn and F. William McNabb III | | | |||
| | Primary Responsibilities: | | | |||
| | The 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, (iv) providing oversight over ESG policies and practices, including identifying key ESG topics, (v) monitoring and evaluating corporate governance practices, and (vi) reviewing and recommending changes to the Company’s Political Contributions Policy, reviewing political contributions at least semi-annually, and monitoring the Company’s advocacy lobbying processes and activities, including key trade associations and coalition memberships. The Governance Committee also oversees Board processes and corporate governance related risk. | | | |||
| | Independence: | | | |||
| | Each of the Governance Committee members is an independent director under the NYSE listing standards. | | |
|
2022 Proxy Statement | Board Committees
|
| |
15
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
| |
Health and Clinical Practice Policies Committee
|
| |
Meetings Held in 2021: 4
|
| |
| | Committee Members: | | | |||
| | Valerie C. Montgomery Rice, M.D. (Chair), John H. Noseworthy, M.D., and Stephen J. Hemsley | | | |||
| | Primary Responsibilities: | | | |||
| | The Health and Clinical Practice Policies Committee is responsible for assisting the Board of Directors in fulfilling its responsibilities relating to (i) oversight of management’s initiatives to improve health care affordability, clinical care and safety, enhance health care experience, achieve better outcomes, advance health equity and reduce disparities, and (ii) the Company’s public policy, including the identification, evaluation and monitoring of legislative, regulatory and policy issues, both domestic and international, that affect or could affect the Company’s business reputation, business activities and performance. | | | |||
| | Independence: | | | |||
| | Drs. Montgomery Rice and Noseworthy are each independent directors under the NYSE listing standards. | | |
|
2022 Proxy Statement | Board Meetings and Annual Meeting Attendance | Board and Committee Evaluations
|
| |
16
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | Communication with the Board of Directors | Director Compensation
|
| |
17
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
Compensation Element
|
| |
Compensation Value
($) |
|
| Annual Cash Retainer | | |
125,000
|
|
| Annual Chair of the Board Cash Retainer | | |
220,000
|
|
|
Annual Audit and Finance Committee Chair Cash Retainer
|
| |
25,000
|
|
|
Annual Compensation and Human Resources Committee Chair Cash Retainer
|
| |
20,000
|
|
| Annual Governance Committee Chair Cash Retainer | | |
20,000
|
|
|
Annual Health and Clinical Practice Policies Committee Chair Cash Retainer
|
| |
20,000
|
|
| Annual Lead Independent Director Cash Retainer | | |
75,000
|
|
| Annual Equity Award | | |
205,000 aggregate fair value in deferred stock units
|
|
| Equity Conversion Program | | |
At the director’s election, cash compensation may be
converted into DSUs, or if the director has met the stock ownership guidelines, into common stock |
|
|
2022 Proxy Statement | Director Compensation
|
| |
18
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | Director Compensation
|
| |
19
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
Name(1)
|
| |
Fees Earned or
Paid In Cash ($)(2) |
| |
Stock
Awards ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| ||||||||||||
Richard T. Burke | | | | | 200,000 | | | | | | 205,573 | | | | | | 28,254 | | | | | | 433,827 | | |
Timothy P. Flynn | | | | | — | | | | | | 351,182 | | | | | | 23,168 | | | | | | 374,350 | | |
Paul R. Garcia | | | | | — | | | | | | — | | | | | | 15,000 | | | | | | 15,000 | | |
Stephen J. Hemsley | | | | | — | | | | | | 550,700 | | | | | | 23,928 | | | | | | 574,628 | | |
Michele J. Hooper | | | | | 145,000 | | | | | | 205,573 | | | | | | 15,521 | | | | | | 366,094 | | |
F. William McNabb III | | | | | — | | | | | | 338,682 | | | | | | 8,987 | | | | | | 347,669 | | |
Valerie C. Montgomery Rice, M.D. | | | | | 39,061 | | | | | | 291,813 | | | | | | 33,100 | | | | | | 363,973 | | |
John H. Noseworthy, M.D. | | | | | — | | | | | | 330,787 | | | | | | 10,000 | | | | | | 340,787 | | |
Glenn M. Renwick | | | | | — | | | | | | 244,006 | | | | | | 4,494 | | | | | | 248,500 | | |
Gail R. Wilensky, Ph.D. | | | | | 145,000 | | | | | | 205,978 | | | | | | 15,000 | | | | | | 365,978 | | |
Name
|
| |
Amount of
Cash ($) |
| |
Deferred Stock
Units (#) |
| ||||||
Timothy P. Flynn | | | | | 145,608 | | | | | | 386 | | |
Stephen J. Hemsley | | | | | 345,532 | | | | | | 916 | | |
F. William McNabb III | | | | | 133,881 | | | | | | 354 | | |
Valerie C. Montgomery Rice, M.D. | | | | | 86,239 | | | | | | 227 | | |
John H. Noseworthy, M.D. | | | | | 125,985 | | | | | | 334 | | |
Glenn M. Renwick | | | | | 37,746 | | | | | | 108 | | |
|
2022 Proxy Statement | 2021 Director Compensation Table
|
| |
20
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
Name
|
| |
January 4, 2021
($) |
| |
April 1, 2021
($) |
| |
July 1, 2021
($) |
| |
October 1, 2021
($) |
| ||||||||||||
Richard T. Burke | | | | | 51,377 | | | | | | 51,390 | | | | | | 51,421 | | | | | | 51,386 | | |
Timothy P. Flynn* | | | | | 87,725 | | | | | | 87,730 | | | | | | 87,861 | | | | | | 87,866 | | |
Stephen J. Hemsley* | | | | | 137,703 | | | | | | 137,651 | | | | | | 137,663 | | | | | | 137,683 | | |
Michele J. Hooper | | | | | 51,377 | | | | | | 51,390 | | | | | | 51,421 | | | | | | 51,386 | | |
F. William McNabb III* | | | | | 82,832 | | | | | | 82,591 | | | | | | 84,217 | | | | | | 89,043 | | |
Valerie C. Montgomery Rice, M.D.* | | | | | 67,104 | | | | | | 74,882 | | | | | | 74,905 | | | | | | 74,922 | | |
John H. Noseworthy, M.D.* | | | | | 82,832 | | | | | | 82,591 | | | | | | 82,598 | | | | | | 82,767 | | |
Glenn M. Renwick* | | | | | 88,773 | | | | | | 88,831 | | | | | | 66,402 | | | | | | — | | |
Gail R. Wilensky, Ph.D. | | | | | 51,377 | | | | | | 51,390 | | | | | | 51,826 | | | | | | 51,386 | | |
Name
|
| |
Deferred
Stock Units |
| |||
Richard T. Burke | | | | | 26,512 | | |
Timothy P. Flynn | | | | | 6,232 | | |
Paul R. Garcia | | | | | — | | |
Stephen J. Hemsley | | | | | 3,427 | | |
Michele J. Hooper | | | | | 33,500 | | |
F. William McNabb III | | | | | 4,375 | | |
Valerie C. Montgomery Rice, M.D. | | | | | 3,539 | | |
John H. Noseworthy, M.D. | | | | | 3,026 | | |
Glenn M. Renwick | | | | | 5,889 | | |
Gail R. Wilensky, Ph.D. | | | | | 23,577 | | |
|
2022 Proxy Statement | 2021 Director Compensation Table
|
| |
21
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
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
|
|
|
•
Director Conflict of Interest Policy
|
| |
|
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/Irrevocable Offer to Resign
|
| | | Majority voting in uncontested director elections; directors tender an irrevocable offer to resign if they do not receive majority vote and the Board will accept such offer to resign absent a compelling reason | |
| 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
|
|
|
Board Responsiveness to Shareholders / Proactive Understanding of Shareholder Perspectives
|
| ||||
|
Shareholder Engagement Process
|
| | |
Management and Board members met with key shareholders in 2021
|
|
| Shareholder engagement topics included Board composition, leadership and refreshment, executive compensation program, diversity and inclusion, sustainability, climate change, cyber security, human capital and social topics | |
|
2022 Proxy Statement | Overview
|
| |
22
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
Align Management Incentive Structures with Long-Term Strategy
|
| ||||
|
Say on Pay Results
|
| | | Executive Compensation program received more than 95% shareholder support from 2011 through 2020; responsive actions taken to address topics identified by shareholders in connection with 2021 say on pay result of 72% support | |
|
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 | |
|
2022 Proxy Statement | Overview
|
| |
23
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
Align Management Incentive Structures with Long-Term Strategy
|
| ||||
|
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 | |
|
Clawback Policy
|
| | | Clawback policy entitles the Board to seek cash or equity reimbursement from our senior executives if they are directly involved in fraud or misconduct causing a material restatement, material detrimental conduct or violate non-compete, non-solicit or confidentiality provisions. | |
|
2022 Proxy Statement | Code of Conduct | Compliance and Ethics
|
| |
24
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement |
|
| |
25
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | Alignment of Environment, Social and Governance (ESG) with Our Long-Term Strategy
|
| |
26
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
| | Environmental Health | | |
| |
•
Maintaining sound governance and oversight of our environmental management efforts.
•
Minimizing our impact on the environment by reducing our carbon footprint, using water and energy efficiently, implementing comprehensive waste management programs and employee engagements. We target to achieve operational net zero emissions by 2035 (Scope 1 and Scope 2) and will be outlining our plan to achieve these goals in our 2021 Sustainability Report.
•
Engaging our stakeholders — including team members and partner organizations — to promote and practice environmental responsibility.
•
Creating systemic change by co-chairing the National Academy of Medicine’s Climate Collaborative to meaningfully reduce the carbon footprint of the U.S. health system.
|
| |
| | Helping to Create a Modern, High-Performing Health System | | |
| |
•
Expanding access to care through a long-standing commitment to achieve universal coverage by harnessing digital tools and virtual platforms and investing in primary care.
•
Improving health care affordability through advancing value-based care, optimizing where patients receive care and lowering the cost of prescription drugs.
•
Enhancing the health care experience by improving patient and clinician satisfaction and providing personalized, dedicated member support and culturally competent care.
•
Achieving better health outcomes by managing chronic disease, applying a holistic approach to mental health care and improving health literacy.
•
Advancing health equity with personalized care tailored to an individual’s needs, helping to build a diverse health workforce, improving the health of underserved communities and leveraging data to reduce disparities in care.
•
Building healthier communities through our social responsibility efforts, including philanthropic grants, in-kind contributions and supporting our employees who volunteer their time and resources in the communities where they work and live.
|
| |
| | Our People and Culture | | |
| |
•
Fostering an inclusive, equitable and diverse environment where all team members are appreciated, valued and able to reach their full potential.
•
Sustaining high performance and resilience by supporting employee well-being and rewarding and recognizing outstanding performance.
•
Developing and growing our talent with robust virtual onboarding and digital self-assessment tools.
|
| |
|
2022 Proxy Statement | Alignment of Environment, Social and Governance (ESG) with Our Long-Term Strategy
|
| |
27
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
| | Responsible Business Practices | | |
| |
•
Maintaining strong and effective corporate governance to drive sustained shareholder value and respond to the interests of our shareholders.
•
Adhering to our values through ethics and compliance that guide our behavior and help us remain a trusted partner.
•
Maintaining data privacy and cyber security, recognizing our obligation to build and maintain the trust and confidence of our stakeholders and customers, ensuring we can protect the information for all those we serve.
•
Partnering with suppliers to maximize value in our supply chain to ensure we buy the right goods and services, from the right suppliers, for the right price, in a timely manner.
•
Committing to supplier diversity by developing a supplier base that reflects the communities and customers we are privileged to serve.
|
| |
|
2022 Proxy Statement | Alignment of Environment, Social and Governance (ESG) with Our Long-Term Strategy
|
| |
28
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | Executive Compensation Summary
|
| |
29
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | Executive Compensation Summary
|
| |
30
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
| | | |
12/2016
($) |
| |
12/2017
($) |
| |
12/2018
($) |
| |
12/2019
($) |
| |
12/2020
($) |
| |
12/2021
($) |
| ||||||||||||||||||
| UnitedHealth Group | | | | | 100.00 | | | | | | 139.82 | | | | | | 160.13 | | | | | | 192.13 | | | | | | 232.87 | | | | | | 338.16 | | |
| S&P Health Care Index | | | | | 100.00 | | | | | | 122.08 | | | | | | 129.97 | | | | | | 157.04 | | | | | | 178.15 | | | | | | 224.70 | | |
| Dow Jones US Industrial Average | | | | | 100.00 | | | | | | 128.11 | | | | | | 123.65 | | | | | | 154.99 | | | | | | 170.06 | | | | | | 205.68 | | |
| S&P 500 Index | | | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |
|
2022 Proxy Statement | Executive Compensation Summary
|
| |
31
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
Program Philosophy and
Objectives |
| | |
Compensation Program Principles
|
| | | Determination of Compensation | |
|
•
Align the economic interests of our executive officers with those of our shareholders.
•
Reward performance that advances our mission of helping people live healthier lives and helping make the health system work better for everyone.
•
Reward performance that emphasizes teamwork and close collaboration among executive officers while also recognizing individual performance.
•
Reward performance that supports the Company’s values.
•
Foster an entrepreneurial spirit with innovative thinking and action that leverages the ingenuity of our employees.
•
Attract and retain highly qualified executives.
|
| | |
•
Pay-for-performance. A large majority of our executive officers’ total compensation is at risk and only earned based on achievement of enterprise-wide goals.
•
Enhance the long-term value of the business. Our pay system is weighted toward long-term compensation to promote long-term shareholder value creation and avoid excessive risk-taking.
•
Reward long-term growth and focus management on sustained success and shareholder value creation. Compensation of our executive officers is heavily weighted toward equity, and we require significant stock ownership and share retention by our management team. This encourages sustained performance and positive shareholder returns.
•
Provide standard benefits. We provide standard employee benefits and generally do not have “executive-only” benefits or perquisites.
|
| | |
•
The Compensation and Human Resources Committee oversees the Company’s risks, policies, and philosophy related to total compensation for executive officers.
•
The Compensation and Human Resources Committee reviews and approves the compensation for the named executive officers based on its own evaluation, input from the Chair of the Board, our CEO (for all executive officers except himself), internal pay equity considerations, the tenure, role, and performance of each named executive officer, input from its independent consultant and market data.
|
|
|
2022 Proxy Statement | Compensation Discussion and Analysis
|
| |
32
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
| |
Shareholder Engagement Efforts — Key Statistics
|
| | ||||
| |
Scope of
Engagement: |
| | |
•
Contacted: 46 shareholders representing 53.5% of our outstanding shares
•
Met with: 27 shareholders representing 40.2% of our outstanding shares
|
| |
| |
Engagement Team:
|
| | |
•
Chair of the Compensation and Human Resources Committee met with 15.1% of outstanding shares
•
Chief People Officer
•
Corporate Secretary
|
| |
| |
Topic Raised
|
| | |
Company Comments / Board Response
|
| |
| | Overall design and philosophy of the executive compensation program | | | |
In our meetings with shareholders, we were pleased to hear strong shareholder support of the overall design of our executive compensation program as well as the Company’s overall pay-for-performance alignment
Shareholders overwhelmingly did not indicate a desire for broad changes to our program design
|
| |
| | Payment of severance in connection with former CEO’s retirement disclosed in the 2021 proxy statement and reflected in the Summary Compensation Table on page 48 of this proxy statement. | | | | The Compensation and Human Resources Committee confirmed that going forward it has no intention of paying severance in connection with the retirement of an executive officer | | |
| | Clawback policy only applies if a financial restatement occurs | | | | The Compensation and Human Resources Committee broadened the clawback policy to include material detrimental conduct as a trigger | | |
| | Improve disclosure of annual incentive plan metrics | | | | The CD&A includes enhanced disclosure on the non-financial metrics included in the annual incentive plan | | |
| | Target executive compensation should be set at the median for peer group companies | | | | The CD&A includes enhanced disclosure of the rationale for executive compensation targets | | |
|
2022 Proxy Statement | Compensation Discussion and Analysis
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|
|
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1
|
| |
Board of
Directors |
| | |
2
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Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
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Audit
|
| | |
5
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Annual
Meeting |
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6
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Other
Information |
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|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
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Annual
Meeting |
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6
|
| |
Other
Information |
|
|
Peer Group
|
| ||||||
| Alphabet Inc. | | | Centene Corporation | | | Johnson & Johnson | |
| Amazon.com, Inc. | | | Cigna Corporation | | | JPMorgan Chase & Co. | |
| AmerisourceBergen Corporation | | | Citigroup Inc. | | | McKesson Corporation | |
| Anthem, Inc. | | | CVS Health Corporation | | | Microsoft Corporation | |
| Apple Inc. | | | Humana Inc. | | | Walgreens Boots Alliance, Inc. | |
| Bank of America Corporation | | | International Business Machines | | | Wells Fargo & Company | |
| Cardinal Health, Inc. | | | |
| | | | | |
Minimum
|
| | |
50th Percentile
|
| | |
UnitedHealth
Group |
| | |
Maximum
|
| |
| | Annual Revenue | | | |
$57B
|
| | |
$139B
|
| | |
$288B
(88th percentile) |
| | |
$470B
|
| |
| | Market Cap | | | |
$14B
|
| | |
$120B
|
| | |
$473B
(78th percentile) |
| | |
$2,913B
|
| |
| | Employees | | | |
40,000
|
| | |
156,500
|
| | |
350,000
(94th percentile) |
| | |
1,608,000
|
| |
|
–
Managed Care
|
| |
–
Pharma/Life Sciences
|
| |
–
Technology
|
|
|
–
Health Care and Services
|
| |
–
Financial Services
|
| | | |
|
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Board of
Directors |
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Governance |
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Executive
Compensation |
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4
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| |
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|
| | |
5
|
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Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
Compensation Element
|
| |
Purpose
|
|
|
Base salary
Annual compensation,
not variable |
| |
To provide a base level of cash compensation for executive officers tied to role, scope of responsibilities and experience.
|
|
|
Annual cash incentive awards
Annual performance compensation, variable
|
| |
To encourage and reward executive officers for achieving annual corporate performance, human capital and customer-oriented goals and individual performance results.
|
|
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1
|
| |
Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
|
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Annual
Meeting |
| | |
6
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Other
Information |
|
|
Compensation Element
|
| |
Purpose
|
|
|
Equity awards
Long-term performance compensation, variable
|
| |
To motivate and retain executive officers and align their long-term interests with shareholders through the use of:
•
Performance shares to encourage sustained performance and growth and potentially assist executives in building ownership in the Company
•
RSUs to retain executive officers and build stock ownership positions
•
Non-qualified stock options to encourage sustained stock price appreciation
|
|
|
Employee benefits
Annual indirect compensation, not variable
|
| |
To promote the health, well-being and financial security of employees, including executive officers; constitutes the smallest part of total remuneration.
|
|
|
2022 Proxy Statement | Compensation Discussion and Analysis
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|
|
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1
|
| |
Board of
Directors |
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2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
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4
|
| |
Audit
|
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5
|
| |
Annual
Meeting |
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6
|
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Other
Information |
|
|
Name
|
| |
2020 Base Salary
|
| |
2021 Base Salary
|
| ||||||
| Andrew Witty | | | | | 1,100,000 | | | | | | 1,500,000 | | |
| John F. Rex | | | | | 1,000,000 | | | | | | 1,200,000 | | |
| Dirk C. McMahon | | | | | 1,000,000 | | | | | | 1,200,000 | | |
| Brian R. Thompson | | | | | 800,000 | | | | | | 1,000,000 | | |
| Marianne D. Short | | | | | 850,000 | | | | | | 900,000 | | |
|
2021 Performance
Measure |
| |
Weight
|
| |
Threshold
Performance |
| |
Target
Performance |
| |
Maximum
Performance |
| |
2021
Performance |
| |||
| Revenue* | | | | | 30% | | | | $266.0 billion | | | $280.0 billion | | | $294.0 billion | | | $284.0 billion | |
| Operating Income* | | | | | 30% | | | | $19.9 billion | | | $23.4 billion | | | $26.9 billion | | | $23.3 billion | |
| Cash Flows from Operations* | | | | | 15% | | | | $17.4 billion | | | $20.5 billion | | | $23.6 billion | | | $19.7 billion | |
|
Stewardship:
•
Net Promoter System (NPS)
•
Employee Experience Index (EXI)
|
| | | | 25% | | | |
1.2 points above
2020 results for NPS; 4.2 points below 2020 results for EXI |
| |
2.5 points above
2020 results for NPS; at 2020 results for EXI |
| |
3.8 points above
2020 results for NPS; 4.2 points above 2020 results for EXI |
| |
1.7 points below
2020 results for NPS (below threshold); 2.4 points below target for EXI |
|
|
2022 Proxy Statement | Compensation Discussion and Analysis
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|
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2
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Governance |
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3
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Executive
Compensation |
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4
|
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Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
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2022 Proxy Statement | Compensation Discussion and Analysis
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|
|
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1
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| |
Board of
Directors |
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2
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Corporate
Governance |
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3
|
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Executive
Compensation |
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4
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5
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Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Compensation Discussion and Analysis
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|
|
|
1
|
| |
Board of
Directors |
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2
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Governance |
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3
|
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Executive
Compensation |
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4
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5
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Meeting |
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| |
Other
Information |
|
|
2021 Annual Cash Incentive Awards
|
| ||||||||||||||||||||||||
|
Name
|
| |
Target Percentage
(% of Salary) |
| |
Target Award Value
($) |
| |
Actual Award Paid
($) |
| |
Paid Award
(% of Target) |
| ||||||||||||
| Andrew Witty | | | | | 200 | | | | | | 3,000,000 | | | | | | 2,550,000 | | | | | | 85% | | |
| John F. Rex | | | | | 200 | | | | | | 2,400,000 | | | | | | 2,050,000 | | | | | | 85% | | |
| Dirk C. McMahon | | | | | 200 | | | | | | 2,400,000 | | | | | | 2,050,000 | | | | | | 85% | | |
| Brian R. Thompson | | | | | 200 | | | | | | 2,000,000 | | | | | | 1,700,000 | | | | | | 85% | | |
| Marianne D. Short | | | | | 135 | | | | | | 1,215,000 | | | | | | 1,030,000 | | | | | | 85% | | |
|
2022 Proxy Statement | Compensation Discussion and Analysis
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1
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Directors |
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Governance |
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
|
|
Award Type and Vesting Terms
|
| | |
Termination Provisions
|
|
| Performance Share Award (3-year performance period with cliff vesting) | | | |
•
Unvested performance share awards will vest if, within two years of a change in control, an executive terminates employment for Good Reason or is terminated without Cause (i.e., “double trigger” vesting), as these terms are defined in the award agreement. The number of performance awards that vest will be dependent upon the performance vesting criteria that have been satisfied.
|
|
| | | | |
•
If the executive officer is retirement-eligible, upon retirement, the number of performance shares earned at the end of the performance period based on actual performance, if any, will vest as if the executive officer had been continuously employed throughout the entire performance period, provided the executive officer served for at least one year of the performance period.
|
|
| | | | |
•
Upon termination of employment for Good Reason or without Cause (as these terms are defined in the award agreement), the executive officer will receive at the end of the applicable performance period, a pro rata number of performance shares that are earned, if any, based on the number of full months employed plus the number of months for any severance period.
|
|
| | | | |
•
Upon death or disability, the executive officer will receive at the end of the applicable performance period, the number of performance shares that are earned, if any.
|
|
|
RSU Award
(4-year ratable vesting*) And Stock Option Award (4-year ratable vesting) |
| | |
•
Unvested award will vest in full if, within two years of a change in control, an executive terminates employment for Good Reason or is terminated without Cause (i.e., “double trigger” vesting), as these terms are defined in the award agreement.
•
Unless the executive officer is retirement-eligible, award is subject to earlier termination upon certain events related to termination of employment.
|
|
| | | | |
•
Unvested award will vest in full upon death or disability.
|
|
|
2019-2021
Performance Measure |
| |
Weight
|
| |
Threshold
Performance |
| |
Target
Performance |
| |
Maximum
Performance |
| |
2019-2021
Performance |
| |||||||||||||||
|
Cumulative Adjusted Earnings Per Share
|
| | | | 50% | | | |
$45.33
|
| |
$47.95
|
| |
$51.60
|
| |
$49.31
|
| ||||||||||||
| Return on Equity | | | | | 50% | | | | | | 22.2% | | | | | | 24.2% | | | | | | 26.2% | | | | | | 24.8% | | |
|
2022 Proxy Statement | Compensation Discussion and Analysis
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|
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1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | Compensation Discussion and Analysis
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|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
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6
|
| |
Other
Information |
|
|
Long-Term Performance Shares
|
| ||||||||||||||||||||||||||||||
|
Name
|
| |
Threshold
Shares (#) |
| |
Target
Shares (#) |
| |
Maximum
Shares (#) |
| |
Actual
Shares Paid (#) |
| |
Paid
Award (% of Target) |
| |||||||||||||||
| Andrew Witty* | | | | | 47 | | | | | | 24,051 | | | | | | 48,102 | | | | | | 32,229 | | | | | | 134% | | |
| John F. Rex | | | | | 26 | | | | | | 13,309 | | | | | | 26,618 | | | | | | 17,835 | | | | | | 134% | | |
| Dirk C. McMahon | | | | | 20 | | | | | | 10,458 | | | | | | 20,916 | | | | | | 14,014 | | | | | | 134% | | |
| Brian R. Thompson | | | | | 15 | | | | | | 7,606 | | | | | | 15,212 | | | | | | 10,193 | | | | | | 134% | | |
| Marianne D. Short | | | | | 17 | | | | | | 8,556 | | | | | | 17,112 | | | | | | 11,466 | | | | | | 134% | | |
| David S. Wichmann** | | | | | 47 | | | | | | 24,337 | | | | | | 48,674 | | | | | | 32,612 | | | | | | 134% | | |
|
Name
|
| |
Target Number of
Performance Shares (#) |
| |
Annual RSU
Award (#) |
| |
Annual Stock
Option Award (#) |
| |||||||||
| Andrew Witty | | | | | 17,958 | | | | | | 10,969 | | | | | | 51,325 | | |
| John F. Rex | | | | | 14,242 | | | | | | 8,699 | | | | | | 40,703 | | |
| Dirk C. McMahon | | | | | 14,242 | | | | | | 8,699 | | | | | | 40,703 | | |
| Brian R. Thompson | | | | | 6,559 | | | | | | 6,193 | | | | | | 28,684 | | |
| Marianne D. Short | | | | | 5,622 | | | | | | 2,811 | | | | | | 12,779 | | |
| David S. Wichmann | | | | | — | | | | | | — | | | | | | — | | |
|
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|
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Board of
Directors |
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2
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Governance |
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3
|
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Executive
Compensation |
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4
|
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Audit
|
| | |
5
|
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Annual
Meeting |
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6
|
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Other
Information |
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Directors |
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Executive
Compensation |
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5
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Meeting |
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Directors |
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2
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Governance |
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|
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Executive
Compensation |
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4
|
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Audit
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| | |
5
|
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Meeting |
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6
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Other
Information |
|
| | Compensation and Human Resources Committee Report | | |
| | The Compensation and Human Resources Committee has reviewed and discussed the above Compensation Discussion and Analysis with management. Based on its review and discussions, the Compensation and Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. This report was provided by the following independent directors who comprise the Compensation and Human Resources Committee: | | |
| | Members of the Compensation and Human Resources Committee | | |
| |
Timothy P. Flynn (Chair)
Valerie C. Montgomery Rice, M.D. John H. Noseworthy, M.D. |
| |
|
2022 Proxy Statement | Compensation and Human Resources Committee Report
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| |
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|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
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6
|
| |
Other
Information |
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(2) |
| |
Bonus
($) |
| |
Stock
Awards ($)(3) |
| |
Option
Awards ($)(4) |
| |
Non-Equity
Incentive Plan Compensation ($)(5) |
| |
All Other
Compensation ($)(6) |
| |
Total
($) |
| ||||||||||||||||||||||||
Andrew Witty(1)
Chief Executive Officer |
| | | | 2021 | | | | | | 1,450,769 | | | | | | — | | | | | | 10,781,573 | | | | | | 3,593,777 | | | | | | 2,550,000 | | | | | | 57,024 | | | | | | 18,433,143 | | |
| | | 2020 | | | | | | 418,846 | | | | | | 550,000 | | | | | | 8,025,223 | | | | | | 2,675,007 | | | | | | 920,000 | | | | | | 268,100 | | | | | | 12,857,176 | | | ||
| | | 2019 | | | | | | 1,100,000 | | | | | | — | | | | | | 9,375,614 | | | | | | 3,125,046 | | | | | | 2,750,000 | | | | | | 175,360 | | | | | | 16,526,020 | | | ||
John F. Rex
Executive Vice President and CFO |
| | | | 2021 | | | | | | 1,161,539 | | | | | | — | | | | | | 8,550,501 | | | | | | 2,850,024 | | | | | | 2,050,000 | | | | | | 25,904 | | | | | | 14,637,967 | | |
| | | 2020 | | | | | | 1,000,000 | | | | | | — | | | | | | 6,750,241 | | | | | | 2,250,044 | | | | | | 2,500,000 | | | | | | 96,777 | | | | | | 12,597,062 | | | ||
| | | 2019 | | | | | | 1,000,000 | | | | | | — | | | | | | 5,250,133 | | | | | | 1,750,040 | | | | | | 2,500,000 | | | | | | 126,912 | | | | | | 10,627,085 | | | ||
Dirk C. McMahon
President and Chief Operating Officer |
| | | | 2021 | | | | | | 1,161,539 | | | | | | — | | | | | | 8,550,501 | | | | | | 2,850,024 | | | | | | 2,050,000 | | | | | | 31,424 | | | | | | 14,643,488 | | |
| | | 2020 | | | | | | 1,000,000 | | | | | | — | | | | | | 6,750,241 | | | | | | 2,250,044 | | | | | | 2,500,000 | | | | | | 106,199 | | | | | | 12,606,484 | | | ||
| | | 2019 | | | | | | 896,154 | | | | | | — | | | | | | 4,125,367 | | | | | | 1,375,005 | | | | | | 2,500,000 | | | | | | 70,454 | | | | | | 8,966,980 | | | ||
Brian R. Thompson
Executive Vice President and CEO, UnitedHealthcare |
| | | | 2021 | | | | | | 951,154 | | | | | | — | | | | | | 4,813,113 | | | | | | 2,187,555 | | | | | | 1,700,000 | | | | | | 19,184 | | | | | | 9,671,006 | | |
| | | 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Marianne D. Short(1)
Executive Vice President and Chief Legal Officer |
| | | | 2021 | | | | | | 844,231 | | | | | | — | | | | | | 3,375,309 | | | | | | 1,125,063 | | | | | | 1,030,000 | | | | | | 62,490 | | | | | | 6,437,093 | | |
| | | 2020 | | | | | | 850,000 | | | | | | — | | | | | | 2,250,181 | | | | | | 2,250,044 | | | | | | 1,500,000 | | | | | | 88,305 | | | | | | 6,938,530 | | | ||
| | | 2019 | | | | | | 850,000 | | | | | | — | | | | | | 3,375,085 | | | | | | 1,125,012 | | | | | | 1,500,000 | | | | | | 113,580 | | | | | | 6,963,677 | | | ||
David S. Wichmann(1)
Former CEO |
| | | | 2021 | | | | | | 393,077 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,828,016 | | | | | | 11,221,093 | | |
| | | 2020 | | | | | | 1,400,000 | | | | | | — | | | | | | 9,600,592 | | | | | | 3,200,038 | | | | | | 3,500,000 | | | | | | 172,083 | | | | | | 17,872,713 | | | ||
| | | 2019 | | | | | | 1,384,615 | | | | | | — | | | | | | 9,600,348 | | | | | | 3,200,033 | | | | | | 4,500,000 | | | | | | 201,993 | | | | | | 18,886,989 | | |
|
2022 Proxy Statement | Interlocks and Insider Participation | 2021 Summary Compensation Table
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1
|
| |
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Directors |
| | |
2
|
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Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
| | |
Restricted
Stock Units ($) |
| |
Performance Shares
|
| ||||||||||||
Name
|
| |
Target
($) |
| |
Maximum
($) |
| ||||||||||||
Andrew Witty | | | | | 3,593,883 | | | | | | 7,187,690 | | | | | | 14,375,380 | | |
John F. Rex | | | | | 2,850,140 | | | | | | 5,700,361 | | | | | | 11,400,722 | | |
Dirk C. McMahon | | | | | 2,850,140 | | | | | | 5,700,361 | | | | | | 11,400,722 | | |
Brian R. Thompson | | | | | 2,187,873 | | | | | | 2,625,240 | | | | | | 5,250,480 | | |
Marianne D. Short | | | | | 1,125,103 | | | | | | 2,250,206 | | | | | | 4,500,412 | | |
Name
|
| |
Total Amount of
Annual Cash Incentive Award ($) |
| |
Amount of Annual
Cash Incentive Award Deferred ($) |
| ||||||
Andrew Witty | | | | | 2,550,000 | | | | | | — | | |
John F. Rex | | | | | 2,050,000 | | | | | | — | | |
Dirk C. McMahon | | | | | 2,050,000 | | | | | | 123,000 | | |
Brian R. Thompson | | | | | 1,700,000 | | | | | | — | | |
Marianne D. Short | | | | | 1,030,000 | | | | | | — | | |
|
2022 Proxy Statement | 2021 Summary Compensation Table
|
| |
49
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
Name
|
| |
Company Matching
Contributions Under 401(k) Savings Plan ($) |
| |
Insurance
Premiums ($) |
| |
Separation Pay
($) |
| |
Tax
Equalization and Tax Return Preparation ($) |
| ||||||||||||
Andrew Witty | | | | | — | | | | | | 10,320 | | | | | | — | | | | | | 46,704 | | |
John F. Rex | | | | | 13,050 | | | | | | 12,854 | | | | | | — | | | | | | — | | |
Dirk C. McMahon | | | | | 13,050 | | | | | | 18,374 | | | | | | — | | | | | | — | | |
Brian R. Thompson | | | | | 13,050 | | | | | | 6,134 | | | | | | — | | | | | | — | | |
Marianne D. Short | | | | | 13,050 | | | | | | 49,440 | | | | | | — | | | | | | — | | |
David S. Wichmann | | | | | 13,050 | | | | | | 2,966 | | | | | | 10,812,000 | | | | | | — | | |
|
2022 Proxy Statement | 2021 Summary Compensation Table
|
| |
50
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
Name
|
| |
Grant
Date |
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(1) |
| |||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||
Andrew Witty | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Cash Incentive Award(2)
|
| | | | — | | | | | | 2,700,000 | | | | | | 3,000,000 | | | | | | 6,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Performance Share Award(3)(4)
|
| | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 26 | | | | | | 17,958 | | | | | | 35,916 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,187,690 | | |
RSU Award(3)
|
| | | | 2/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,969 | | | | | | — | | | | | | — | | | | | | 3,593,883 | | |
Stock Option Award(3)
|
| | | | 2/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 51,325 | | | | | | 327.64 | | | | | | 3,593,777 | | |
John F. Rex | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Cash Incentive Award(2)
|
| | | | — | | | | | | 2,160,000 | | | | | | 2,400,000 | | | | | | 4,800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Performance Share Award(3)(4)
|
| | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21 | | | | | | 14,242 | | | | | | 28,484 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,700,361 | | |
RSU Award(3)
|
| | | | 2/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,699 | | | | | | — | | | | | | — | | | | | | 2,850,140 | | |
Stock Option Award(3)
|
| | | | 2/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,703 | | | | | | 327.64 | | | | | | 2,850,024 | | |
Dirk C. McMahon | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Cash Incentive Award(2)
|
| | | | — | | | | | | 2,160,000 | | | | | | 2,400,000 | | | | | | 4,800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Performance Share Award(3)(4)
|
| | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21 | | | | | | 14,242 | | | | | | 28,484 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,700,361 | | |
RSU Award(3)
|
| | | | 2/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,699 | | | | | | — | | | | | | — | | | | | | 2,850,140 | | |
Stock Option Award(3)
|
| | | | 2/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,703 | | | | | | 327.64 | | | | | | 2,850,024 | | |
Brian R. Thompson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Cash Incentive Award(2)
|
| | | | — | | | | | | 1,800,000 | | | | | | 2,000,000 | | | | | | 4,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Performance Share Award(3)(4)
|
| | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10 | | | | | | 6,559 | | | | | | 13,118 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,625,240 | | |
RSU Award(3)
|
| | | | 2/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,006 | | | | | | — | | | | | | — | | | | | | 1,312,526 | | |
RSU Award(3)
|
| | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,187 | | | | | | — | | | | | | — | | | | | | 875,347 | | |
Stock Option Award(3)
|
| | | | 2/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,745 | | | | | | 327.64 | | | | | | 1,312,525 | | |
Stock Option Award(3)
|
| | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,939 | | | | | | 400.25 | | | | | | 875,030 | | |
Marianne D. Short | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Cash Incentive Award(2)
|
| | | | — | | | | | | 1,093,500 | | | | | | 1,215,000 | | | | | | 2,430,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Performance Share Award(3)(4)
|
| | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 5,622 | | | | | | 11,244 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,250,206 | | |
RSU Award(3)
|
| | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,811 | | | | | | — | | | | | | — | | | | | | 1,125,103 | | |
Stock Option Award(3)
|
| | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,779 | | | | | | 400.25 | | | | | | 1,125,063 | | |
David S. Wichmann | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Cash Incentive Award
|
| | Mr. Wichmann was not granted any incentive awards in 2021. | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance Share Award
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
RSU Award
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock Option Award
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2022 Proxy Statement | 2021 Grants of Plan-Based Awards
|
| |
51
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | 2021 Grants of Plan-Based Awards
|
| |
52
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
Name
|
| |
Option Awards
|
| | |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Date of
Option Grant |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise/ Grant Price ($) |
| |
Option
Expiration Date(1) |
| | |
Stock
Award Grant Date |
| |
Number
of Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested ($)(2) |
| ||||||||||||||||||||||||||||||||
Andrew Witty
|
| | | | 2/22/2021 | | | | | | — | | | | | | 51,325(3) | | | | | | 327.64 | | | | | | 2/22/2031 | | | | | | | 2/22/2021 | | | | | | 11,119(3) | | | | | | 5,583,295 | | | | | | — | | | | | | — | | |
| | | | | 2/13/2020 | | | | | | 12,704 | | | | | | 38,113(3) | | | | | | 302.20 | | | | | | 2/13/2030 | | | | | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | 17,958(5) | | | | | | 9,017,430 | | |
| | | | | 11/6/2019 | | | | | | 8,922 | | | | | | 8,923(3) | | | | | | 250.52 | | | | | | 11/6/2029 | | | | | | | 2/13/2020 | | | | | | 6,845(3) | | | | | | 3,437,148 | | | | | | — | | | | | | — | | |
| | | | | 2/26/2019 | | | | | | 12,693 | | | | | | 25,385(3) | | | | | | 262.98 | | | | | | 2/26/2029 | | | | | | | 2/13/2020 | | | | | | — | | | | | | — | | | | | | 17,704(5) | | | | | | 8,889,887 | | |
| | | | | 6/5/2018 | | | | | | 11,774 | | | | | | 11,774(3) | | | | | | 244.43 | | | | | | 6/5/2028 | | | | | | | 11/6/2019 | | | | | | 1,549(3) | | | | | | 777,815 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2/26/2019 | | | | | | 4,733(3) | | | | | | 2,376,629 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 6/5/2018 | | | | | | 2,275(3) | | | | | | 1,142,369 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 6/5/2018 | | | | | | 17,329(6) | | | | | | 8,701,584 | | | | | | — | | | | | | — | | |
John F. Rex
|
| | | | 2/22/2021 | | | | | | — | | | | | | 40,703(3) | | | | | | 327.64 | | | | | | 2/22/2031 | | | | | | | 2/22/2021 | | | | | | 8,818(3) | | | | | | 4,427,871 | | | | | | — | | | | | | — | | |
| | | | | 2/13/2020 | | | | | | 10,686 | | | | | | 32,058(3) | | | | | | 302.20 | | | | | | 2/13/2030 | | | | | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | 14,242(5) | | | | | | 7,151,478 | | |
| | | | | 2/26/2019 | | | | | | 18,705 | | | | | | 18,705(3) | | | | | | 262.98 | | | | | | 2/26/2029 | | | | | | | 2/13/2020 | | | | | | 5,759(3) | | | | | | 2,891,824 | | | | | | — | | | | | | — | | |
| | | | | 2/13/2018 | | | | | | 22,101 | | | | | | 7,367(3) | | | | | | 226.64 | | | | | | 2/13/2028 | | | | | | | 2/13/2020 | | | | | | — | | | | | | — | | | | | | 14,891(5) | | | | | | 7,477,367 | | |
| | | | | 2/8/2017 | | | | | | 43,561 | | | | | | — | | | | | | 160.31 | | | | | | 2/8/2027 | | | | | | | 2/26/2019 | | | | | | 3,488(3) | | | | | | 1,751,464 | | | | | | — | | | | | | — | | |
| | | | | 6/7/2016 | | | | | | 56,416 | | | | | | — | | | | | | 136.94 | | | | | | 6/7/2026 | | | | | | | 2/13/2018 | | | | | | 1,465(3) | | | | | | 735,635 | | | | | | — | | | | | | — | | |
| | | | | 2/9/2016 | | | | | | 31,623 | | | | | | — | | | | | | 111.16 | | | | | | 2/9/2026 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/10/2015 | | | | | | 25,504 | | | | | | — | | | | | | 108.97 | | | | | | 2/10/2025 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2/12/2014 | | | | | | 44,757 | | | | | | — | | | | | | 70.24 | | | | | | 2/12/2024 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dirk C. McMahon
|
| | | | 2/22/2021 | | | | | | — | | | | | | 40,703(3) | | | | | | 327.64 | | | | | | 2/22/2031 | | | | | | | 2/22/2021 | | | | | | 8,437(4) | | | | | | 4,236,555 | | | | | | — | | | | | | — | | |
| | | | | 2/13/2020 | | | | | | 10,686 | | | | | | 32,058(3) | | | | | | 302.20 | | | | | | 2/13/2030 | | | | | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | 14,242(5) | | | | | | 7,151,478 | | |
| | | | | 2/26/2019 | | | | | | 14,696 | | | | | | 14,697(3) | | | | | | 262.98 | | | | | | 2/26/2029 | | | | | | | 2/13/2020 | | | | | | 5,759(4) | | | | | | 2,891,824 | | | | | | — | | | | | | — | | |
| | | | | 2/13/2018 | | | | | | 24,310 | | | | | | 8,104(3) | | | | | | 226.64 | | | | | | 2/13/2028 | | | | | | | 2/13/2020 | | | | | | — | | | | | | — | | | | | | 14,891(5) | | | | | | 7,477,367 | | |
| | | | | 2/8/2017 | | | | | | 39,205 | | | | | | — | | | | | | 160.31 | | | | | | 2/8/2027 | | | | | | | 2/26/2019 | | | | | | 2,741(4) | | | | | | 1,376,366 | | | | | | — | | | | | | — | | |
| | | | | 2/9/2016 | | | | | | 56,921 | | | | | | — | | | | | | 111.16 | | | | | | 2/9/2026 | | | | | | | 2/13/2018 | | | | | | 1,612(4) | | | | | | 809,450 | | | | | | — | | | | | | — | | |
| | | | | 2/10/2015 | | | | | | 11,643 | | | | | | — | | | | | | 108.97 | | | | | | 2/10/2025 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brian R. Thompson
|
| | | | 6/7/2021 | | | | | | — | | | | | | 9,939(3) | | | | | | 400.25 | | | | | | 6/7/2031 | | | | | | | 6/7/2021 | | | | | | 2,209(3) | | | | | | 1,109,227 | | | | | | — | | | | | | — | | |
| | | | | 2/22/2021 | | | | | | — | | | | | | 18,745(3) | | | | | | 327.64 | | | | | | 2/22/2031 | | | | | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | 6,559(5) | | | | | | 3,293,536 | | |
| | | | | 2/13/2020 | | | | | | 5,936 | | | | | | 17,811(3) | | | | | | 302.20 | | | | | | 2/13/2030 | | | | | | | 2/22/2021 | | | | | | 4,061(3) | | | | | | 2,039,191 | | | | | | — | | | | | | — | | |
| | | | | 8/12/2019 | | | | | | 6,504 | | | | | | 6,504(3) | | | | | | 243.20 | | | | | | 8/12/2029 | | | | | | | 2/13/2020 | | | | | | 3,199(3) | | | | | | 1,606,346 | | | | | | — | | | | | | — | | |
| | | | | 2/26/2019 | | | | | | 10,688 | | | | | | 10,689(3) | | | | | | 262.98 | | | | | | 2/26/2029 | | | | | | | 2/13/2020 | | | | | | — | | | | | | — | | | | | | 8,273(5) | | | | | | 4,154,204 | | |
| | | | | 2/13/2018 | | | | | | 13,260 | | | | | | 4,421(3) | | | | | | 226.64 | | | | | | 2/13/2028 | | | | | | | 8/12/2019 | | | | | | 1,069(3) | | | | | | 536,788 | | | | | | — | | | | | | — | | |
| | | | | 2/8/2017 | | | | | | 6,535 | | | | | | — | | | | | | 160.31 | | | | | | 2/8/2027 | | | | | | | 2/26/2019 | | | | | | 1,993(3) | | | | | | 1,000,765 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2/13/2018 | | | | | | 880(3) | | | | | | 441,883 | | | | | | — | | | | | | — | | |
Marianne D. Short
|
| | | | 6/7/2021 | | | | | | — | | | | | | 12,779(3) | | | | | | 400.25 | | | | | | 6/7/2031 | | | | | | | 6/7/2021 | | | | | | 2,717(4) | | | | | | 1,364,314 | | | | | | — | | | | | | — | | |
| | | | | 2/13/2020 | | | | | | 10,686 | | | | | | 32,058(3) | | | | | | 302.20 | | | | | | 2/13/2030 | | | | | | | 6/7/2021 | | | | | | — | | | | | | — | | | | | | 5,622(5) | | | | | | 2,823,031 | | |
| | | | | 2/26/2019 | | | | | | 12,024 | | | | | | 12,025(3) | | | | | | 262.98 | | | | | | 2/26/2029 | | | | | | | 2/13/2020 | | | | | | 5,759(4) | | | | | | 2,891,824 | | | | | | — | | | | | | — | | |
| | | | | 2/13/2018 | | | | | | 17,680 | | | | | | 5,894(3) | | | | | | 226.64 | | | | | | 2/13/2028 | | | | | | | 2/26/2019 | | | | | | 2,242(4) | | | | | | 1,125,798 | | | | | | — | | | | | | — | | |
| | | | | 2/8/2017 | | | | | | 31,539 | | | | | | — | | | | | | 160.31 | | | | | | 2/8/2027 | | | | | | | 2/13/2018 | | | | | | 1,173(4) | | | | | | 589,010 | | | | | | — | | | | | | — | | |
David S. Wichmann
|
| | | | 2/13/2020 | | | | | | — | | | | | | 45,594(3) | | | | | | 302.20 | | | | | | 3/31/2026 | | | | | | | 2/13/2020 | | | | | | 8,190(4) | | | | | | 4,112,527 | | | | | | — | | | | | | — | | |
| | | | | 2/26/2019 | | | | | | — | | | | | | 34,203(3) | | | | | | 262.98 | | | | | | 3/31/2026 | | | | | | | 2/13/2020 | | | | | | — | | | | | | — | | | | | | 21,179(5) | | | | | | 10,634,823 | | |
| | | | | 2/13/2018 | | | | | | — | | | | | | 16,355(3) | | | | | | 226.64 | | | | | | 3/31/2026 | | | | | | | 2/26/2019 | | | | | | 6,377(4) | | | | | | 3,202,147 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2/13/2018 | | | | | | 3,253(4) | | | | | | 1,633,461 | | | | | | — | | | | | | — | | |
|
2022 Proxy Statement | Outstanding Equity Awards at 2021 Fiscal Year-End
|
| |
53
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
Name
|
| |
Option Awards
|
| | |
Stock Awards
|
| ||||||||||||||||||
|
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($)(1) |
| | |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($) |
| ||||||||||||||
Andrew Witty | | | | | — | | | | | | — | | | | | | | 48,418 | | | | | | 22,442,929 | | |
John F. Rex | | | | | 52,972 | | | | | | 18,760,034 | | | | | | | 24,968 | | | | | | 11,295,940 | | |
Dirk C. McMahon | | | | | — | | | | | | — | | | | | | | 20,769 | | | | | | 9,315,737 | | |
Brian R. Thompson | | | | | — | | | | | | — | | | | | | | 14,871 | | | | | | 6,694,048 | | |
Marianne D. Short | | | | | 39,213 | | | | | | 9,422,492 | | | | | | | 16,611 | | | | | | 7,464,946 | | |
David S. Wichmann | | | | | 458,832 | | | | | | 110,411,515(2) | | | | | | | 45,520 | | | | | | 20,719,074 | | |
|
2022 Proxy Statement | 2021 Option Exercises and Stock Vested
|
| |
54
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
Name (a)
|
| |
Executive
Contributions in Last FY ($)(1)(2) (b) |
| |
Registrant
Contributions in Last FY ($)(1)(3) (c) |
| |
Aggregate
Earnings in Last FY ($)(4) (d) |
| |
Aggregate
Withdrawals/ Distributions ($)(5) (e) |
| |
Aggregate
Balance at Last FYE ($)(6) (f) |
| |||||||||||||||
Andrew Witty | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John F. Rex | | | | | — | | | | | | — | | | | | | 491,483 | | | | | | — | | | | | | 2,677,037 | | |
Dirk C. McMahon | | | | | 150,000 | | | | | | — | | | | | | 331,681 | | | | | | — | | | | | | 2,421,380 | | |
Brian R. Thompson | | | | | — | | | | | | — | | | | | | 177,671 | | | | | | — | | | | | | 1,357,756 | | |
Marianne D. Short | | | | | — | | | | | | — | | | | | | 180,017 | | | | | | — | | | | | | 2,421,859 | | |
David S. Wichmann | | | | | 233,585 | | | | | | — | | | | | | 3,926,597 | | | | | | — | | | | | | 17,674,674 | | |
|
2022 Proxy Statement | 2021 Non-Qualified Deferred Compensation
|
| |
55
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
Name
|
| |
Amount
Previously Reported |
| |||
Andrew Witty | | | | | — | | |
John F. Rex | | | | | 1,100,203 | | |
Dirk C. McMahon | | | | | 420,000 | | |
Brian R. Thompson | | | | | — | | |
Marianne D. Short | | | | | 1,670,620 | | |
David S. Wichmann | | | | | 4,783,867 | | |
|
Compensation Component
|
| |
Andrew
Witty |
| |
John F.
Rex |
| |
Dirk C.
McMahon |
| |
Brian R.
Thompson |
| |
Marianne D.
Short |
| |||||||||||||||
| Base salary(1) | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| Participation in incentive compensation plans(1) | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| Stock-based awards(1) | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| $2 million term life insurance policy(2) | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| Long-term disability policy(2)(3) | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| Generally available employee benefit programs | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
2022 Proxy Statement | Executive Employment Agreements
|
| |
56
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | Potential Payments Upon Termination or Change in Control
|
| |
57
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
Name
|
| |
For Good Reason
or Not For Cause ($) |
| |
Death
($) |
| |
Disability
($) |
| |
Retirement
($) |
| |
Change
In Control ($) |
| |||||||||||||||
Andrew Witty | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Payments
|
| | | | 7,232,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Annual Cash Incentive(1)
|
| | | | — | | | | | | 6,000,000 | | | | | | 6,000,000 | | | | | | 6,000,000 | | | | | | — | | |
Insurance Benefits
|
| | | | — | | | | | | 2,000,000 | | | | | | 900,000 | | | | | | — | | | | | | — | | |
Continued Equity Vesting(2)
|
| | | | 56,897,821 | | | | | | 58,878,493 | | | | | | 58,878,493 | | | | | | — | | | | | | 67,853,241 | | |
Total(3)
|
| | | | 64,129,821 | | | | | | 66,878,493 | | | | | | 65,778,493 | | | | | | 6,000,000 | | | | | | 67,853,241 | | |
John F. Rex | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Payments
|
| | | | 7,412,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Annual Cash Incentive(1)
|
| | | | — | | | | | | 4,800,000 | | | | | | 4,800,000 | | | | | | 4,800,000 | | | | | | — | | |
Insurance Benefits
|
| | | | — | | | | | | 2,000,000 | | | | | | 720,000 | | | | | | — | | | | | | — | | |
Continued Equity Vesting(2)
|
| | | | 35,585,400 | | | | | | 37,191,647 | | | | | | 37,191,647 | | | | | | — | | | | | | 44,451,085 | | |
Total(3)
|
| | | | 42,997,400 | | | | | | 43,991,647 | | | | | | 42,711,647 | | | | | | 4,800,000 | | | | | | 44,451,085 | | |
Dirk C. McMahon | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Payments
|
| | | | 7,412,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Annual Cash Incentive(1)
|
| | | | — | | | | | | 4,800,000 | | | | | | 4,800,000 | | | | | | 4,800,000 | | | | | | — | | |
Insurance Benefits
|
| | | | — | | | | | | 2,000,000 | | | | | | 720,000 | | | | | | — | | | | | | — | | |
Continued Equity Vesting(2)
|
| | | | 43,202,976 | | | | | | 35,943,538 | | | | | | 35,943,538 | | | | | | 43,202,976 | | | | | | 43,202,976 | | |
Total(3)
|
| | | | 50,614,976 | | | | | | 42,743,538 | | | | | | 41,463,538 | | | | | | 48,002,976 | | | | | | 43,202,976 | | |
Brian R. Thompson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Payments
|
| | | | 4,612,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Annual Cash Incentive(1)
|
| | | | — | | | | | | 4,000,000 | | | | | | 4,000,000 | | | | | | 4,000,000 | | | | | | — | | |
Insurance Benefits
|
| | | | — | | | | | | 2,000,000 | | | | | | 600,000 | | | | | | — | | | | | | — | | |
Continued Equity Vesting(2)
|
| | | | 22,046,864 | | | | | | 23,905,515 | | | | | | 23,905,515 | | | | | | — | | | | | | 27,485,271 | | |
Total(3)
|
| | | | 26,658,864 | | | | | | 29,905,515 | | | | | | 28,505,515 | | | | | | 4,000,000 | | | | | | 27,485,271 | | |
Marianne D. Short | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Payments
|
| | | | 4,812,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Annual Cash Incentive(1)
|
| | | | — | | | | | | 2,430,000 | | | | | | 2,430,000 | | | | | | 2,430,000 | | | | | | — | | |
Insurance Benefits
|
| | | | — | | | | | | 2,000,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | |
Continued Equity Vesting(2)
|
| | | | 21,005,403 | | | | | | 19,123,382 | | | | | | 19,123,382 | | | | | | 21,005,403 | | | | | | 21,005,403 | | |
Total(3)
|
| | | | 25,817,403 | | | | | | 23,553,382 | | | | | | 22,093,382 | | | | | | 23,435,403 | | | | | | 21,005,403 | | |
|
2022 Proxy Statement | Potential Payments Upon Termination or Change in Control
|
| |
58
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | CEO Pay Ratio
|
| |
59
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | CEO Pay Ratio
|
| |
60
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
PROPOSAL 2: Advisory Approval of the Company’s Executive Compensation
|
|
|
The Board of Directors recommends you vote FOR approval of the compensation of the named executive officers, as disclosed in this proxy statement. Executed proxies will be voted FOR approval of the compensation of the named executive officers unless you specify otherwise.
|
|
|
2022 Proxy Statement | PROPOSAL 2: Advisory Approval of the Company’s Executive Compensation
|
| |
61
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | Audit and Finance Committee Report
|
| |
62
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | Audit and Finance Committee Report
|
| |
63
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
Fee Category
|
| |
2021
($) |
| |
2020
($) |
| ||||||
| Audit Fees(1) | | | | | 17,767,000 | | | | | | 16,992,000 | | |
| Audit-Related Fees(2) | | | | | 7,897,000 | | | | | | 8,324,000 | | |
|
Total Audit and Audit-Related Fees
|
| | | | 25,664,000 | | | | | | 25,316,000 | | |
| Tax Fees(3) | | | | | 1,002,000 | | | | | | 1,536,000 | | |
| All Other Fees(4) | | | | | — | | | | | | 163,000 | | |
|
Total
|
| | | | 26,666,000 | | | | | | 27,015,000 | | |
|
2022 Proxy Statement | Independence of Independent Registered Public Accounting Firm | Audit and Non-Audit Services Approval Policy
|
| |
64
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm
|
|
|
The Board of Directors recommends you vote FOR ratification of the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2022. Executed proxies will be voted FOR ratification of this appointment unless you specify otherwise.
|
|
|
2022 Proxy Statement | PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm
|
| |
65
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
PROPOSAL 4: Shareholder Proposal Seeking Shareholder Ratification of Termination Pay
|
|
|
2022 Proxy Statement | PROPOSAL 4: Shareholder Proposal Seeking Shareholder Ratification of Termination Pay
|
| |
66
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | PROPOSAL 4: Shareholder Proposal Seeking Shareholder Ratification of Termination Pay
|
| |
67
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
For these reasons, the Board of Directors recommends you vote AGAINST the proposal. Executed proxies will be voted AGAINST this proposal unless you specify otherwise.
|
|
|
2022 Proxy Statement | PROPOSAL 4: Shareholder Proposal Seeking Shareholder Ratification of Termination Pay
|
| |
68
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
PROPOSAL 5: Shareholder Proposal Regarding Political Contributions Congruency Report
|
|
|
2022 Proxy Statement | PROPOSAL 5: Shareholder Proposal Regarding Political Contributions Congruency Report
|
| |
69
|
|
|
1
|
| |
Board of
Directors |
| | |
2
|
| |
Corporate
Governance |
| | |
3
|
| |
Executive
Compensation |
| | |
4
|
| |
Audit
|
| | |
5
|
| |
Annual
Meeting |
| | |
6
|
| |
Other
Information |
|
|
2022 Proxy Statement | PROPOSAL 5: Shareholder Proposal Regarding Political Contributions Congruency Report
|
| |
70
|
|
|
1
|
| |
Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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For these reasons, the Board of Directors recommends you vote AGAINST the proposal. Executed proxies will be voted AGAINST this proposal unless you specify otherwise.
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2022 Proxy Statement | PROPOSAL 5: Shareholder Proposal Regarding Political Contributions Congruency Report
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71
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Board of
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Questions and Answers About the Annual Meeting and Voting
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72
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1
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Board of
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2
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Corporate
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Questions and Answers About the Annual Meeting and Voting
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73
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1
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Board of
Directors |
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2
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Corporate
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Questions and Answers About the Annual Meeting and Voting
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74
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Questions and Answers About the Annual Meeting and Voting
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75
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
|
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Questions and Answers About the Annual Meeting and Voting
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76
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Questions and Answers About the Annual Meeting and Voting
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77
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Questions and Answers About the Annual Meeting and Voting
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78
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Householding Notice | Other Matters at Meeting
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79
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1
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Board of
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2
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Governance |
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent of Class
(%) |
| ||||||
|
The Vanguard Group(1)
100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
| | | | 79,483,862 | | | | | | 8.44 | | |
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BlackRock, Inc.(2)
55 East 52nd Street New York, New York 10055 |
| | | | 69,275,884 | | | | | | 7.40 | | |
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FMR LLC(3)
245 Summer Street Boston, Massachusetts 02210 |
| | | | 48,646,794 | | | | | | 5.165 | | |
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2022 Proxy Statement | Security Ownership of Certain Beneficial Owners and Management
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80
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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Name of Beneficial Owner or
Identity of Group |
| |
Ownership of
Common Stock |
| |
Number of Shares
Deemed Beneficially Owned as a Result of Equity Awards Exercisable or Vesting Within 60 Days of April 8, 2022 |
| |
Total(1)
|
| |
Percent of
Common Stock Outstanding (%) |
| ||||||||||||
| Richard T. Burke | | | | | 1,372,987(2)(3) | | | | | | — | | | | | | 1,372,987 | | | | | | * | | |
| Timothy P. Flynn | | | | | 10,097(2)(4) | | | | | | — | | | | | | 10,097 | | | | | | * | | |
| Paul R. Garcia | | | | | 2,705(2)(5) | | | | | | — | | | | | | 2,705 | | | | | | * | | |
| Stephen J. Hemsley | | | | | 1,829,816(2)(6)(7) | | | | | | — | | | | | | 1,829,816 | | | | | | * | | |
|
Michele J. Hooper
|
| | | | 37,220(2) | | | | | | — | | | | | | 37,220 | | | | | | * | | |
| F. William McNabb III | | | | | 11,170(2) | | | | | | — | | | | | | 11,170 | | | | | | * | | |
| Valerie C. Montgomery Rice, M.D. | | | | | 3,865(2) | | | | | | — | | | | | | 3,865 | | | | | | * | | |
| John H. Noseworthy, M.D. | | | | | 3,381(2) | | | | | | — | | | | | | 3,381 | | | | | | * | | |
| Gail R. Wilensky, Ph.D. | | | | | 68,425(2)(8) | | | | | | — | | | | | | 68,425 | | | | | | * | | |
| Andrew Witty | | | | | 93,117 | | | | | | 22,744 | | | | | | 115,861 | | | | | | * | | |
| John F. Rex | | | | | 141,646(9) | | | | | | — | | | | | | 141,646 | | | | | | * | | |
| Dirk C. McMahon | | | | | 91,715(10) | | | | | | — | | | | | | 91,715 | | | | | | * | | |
| Brian R. Thompson | | | | | 25,206 | | | | | | 3,037 | | | | | | 28,243 | | | | | | * | | |
| All current directors, executive officers and director nominees as a group (15 individuals) | | | | | 3,727,016(11) | | | | | | 25,781 | | | | | | 3,757,797 | | | | | | 0.40% | | |
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2022 Proxy Statement | Security Ownership of Certain Beneficial Owners and Management
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| |
81
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1
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Board of
Directors |
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2
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Corporate
Governance |
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3
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Executive
Compensation |
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4
|
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Audit
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5
|
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Annual
Meeting |
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6
|
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Other
Information |
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2022 Proxy Statement | Certain Relationships and Transactions
|
| |
82
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1
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Board of
Directors |
| | |
2
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Corporate
Governance |
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3
|
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Executive
Compensation |
| | |
4
|
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Audit
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5
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Annual
Meeting |
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6
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Other
Information |
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2022 Proxy Statement | Certain Relationships and Transactions
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83
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Appendix A — Reconciliation of Non-GAAP Financial Measure
|
|
| | | |
Year Ended
December 31, 2021 ($) |
| |
Year Ended
December 31, 2020 ($) |
|
| GAAP net earnings attributable to UnitedHealth Group common shareholders | | |
17,285
|
| |
15,403
|
|
| Intangible amortization | | |
1,184
|
| |
1,080
|
|
| Tax effect of intangible amortization | | |
(288)
|
| |
(262)
|
|
|
Adjusted net earnings attributable to UnitedHealth Group common shareholders
|
| |
18,181
|
| |
16,221
|
|
| GAAP diluted earnings per share | | |
18.08
|
| |
16.03
|
|
| Intangible amortization per share | | |
1.24
|
| |
1.12
|
|
| Tax effect per share of intangible amortization | | |
(0.30)
|
| |
(0.27)
|
|
|
Adjusted diluted earnings per share
|
| |
19.02
|
| |
16.88
|
|
| | |
|
2022 Proxy Statement | Appendix A — Reconciliation of Non-GAAP Financial Measure
|
| |
84
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