UnitedHealth : 2026 Proxy Statement and Notice of Annual Meeting of Shareholders

Published: 2026-04-21 17:06:22 ET UNH

Published on 04/21/2026 at 05:06 pm EDT

2026 | Proxy Statement

At UnitedHealth Group, our mission is to help people live healthier lives and help make the health system work better for everyone.

We know health care is not working as well as it should. It is too complicated. It is too expensive. And it is unreachable for too many people. So, our talented team members are using our reach, expertise and ingenuity to modernize health care to find solutions for patients, providers, payers and health systems.

We are doctors, nurses, pharmacists, data scientists and so many more, working within two distinct and complementary businesses. Optum brings together clinical expertise, data and innovative products and services to provide comprehensive care, insights and pharmacy services to help individuals and their care teams achieve better health.

UnitedHealthcare provides health coverage through individual, employer-sponsored and government programs to support people across all stages of life and improve access to affordable, high-quality care.

Every day, we are evolving our business by deepening our focus on preventive care and advancing our systems, culture and services to help keep people healthy. And we are innovating to make care easier to receive, navigate and afford.

Our goal, put simply, is health care that works better for individuals, families, communities and the country.

Helping people live healthier lives and helping make the health system work better for everyone.

Integrity

We do the right thing and follow through on our commitments.

Inclusion

We welcome, value, hear and respect all voices and diverse points of view.

Compassion

We listen, advocate and act with urgency for each other and those we serve.

Relationships

We work together to deepen connections and collaboration for better outcomes.

Innovation

We invent a better future by learning from the past.

Performance

We strive for high-quality results in everything we do.

Financial Performance

Market Cap:

$299B

Revenue:

$447.6B

Net Earnings:

$12.1B

Fully Diluted Earnings Per Share:

$13.23

Earnings from Operations:

$19.0B

Cash Flow from Operations:

$19.7B

Return on Equity: 12.8%

Annual Cash Dividend:

$8.84

Mission and Culture. We want every decision we make to be in service of helping people live healthier lives and helping make the health system work better for everyone.

Intelligent Technologies. The deployment of intelligent technologies will dramatically reduce our operating cost structure, allowing us to offer more affordable health care to our customers and the people we serve.

Modernize Health Care. Leading the modernization of how consumers, providers and health systems experience the U.S. health care system will be a core component of the unique value we offer.

Market Leading Transparency. We will become even more publicly accountable for our performance and strive every day to improve it.

April 21, 2026

Letter from the Chair & CEO

Dear Fellow Shareholders,

As a health care company that serves millions of people, we embrace the responsibility of our work and we approach our role with humility, compassion and integrity. At a time of broad challenges facing the health care system, we recognize the approaches we take and decisions we make matter greatly to the people, care providers, benefit sponsors and communities we serve.

Our mission and the culture that supports it is dedicated to compassionate care at the individual level and to help make the system work much better at the broadest level, not only for the people and communities we serve directly but for all Americans.

We have been taking decisive steps to strengthen the enterprise and position it for long-term success in light of the extraordinary pressures facing government benefit programs and the societal imperative to preserve affordability, quality and access for the people we serve.

We refocused the organization on U.S. health care, exiting non-U.S. businesses.

We have refreshed nearly half of our top 100 leadership roles as we continue to evolve our enterprise to better meet the responsibilities our mission imposes.

We have accelerated simplification and modernization, including substantial AI and cybersecurity investments.

We have advanced a growing reform agenda across Optum and UnitedHealthcare in areas such as data and process interoperability, prior authorization, transparency, pharmacy practices and more.

Our governance practices have continued to strengthen, with the creation of a Public Responsibility Committee of the Board, naming of a new Lead Independent Director and committee chairs, adding a new independent director and accelerating a board development process.

We have redoubled community engagement and support, with greater resources at our Foundation and a significant commitment to specific initiatives to improve rural health, expand the health care workforce, strengthen maternal and children's health and more.

We have made a critical evaluation of our products and services and the differentiated value they bring. We reviewed what is working, what needs more attention and what no longer makes sense and are taking appropriate remedial actions.

We examined every aspect of our business practices and management approaches and are focused on improving how people and care providers experience the health care system and our organization specifically. This involves streamlining processes, cutting administrative barriers, increasing predictability and using technology for faster, more efficient interactions. It requires supporting people more personally - helping them get the right care at the right time in ways and settings that are easier to understand and afford. And it requires greater emphasis on care coordination

and prevention to help people stay healthy, not just treating them once they are sick.

These efforts and others are intended to improve the value we offer to all those we serve and drive sustainable growth for many years to come. Our people are rising to this challenge. There is much more to be done.

Looking ahead, we are organizing our efforts around four initial themes for advancing our commitment to help reform, modernize and make health care more affordable.

First, we are focused on a resurgence of our mission and culture. We want every decision we make to be in service of helping people live healthier lives and helping make the health system work better for everyone. We are working to ensure our people feel a part of this societal imperative.

The second theme is an urgent, thoughtful application of intelligent technologies in a secure manner. These efforts hold the promise to help address longstanding needs in health care for simplicity, speed, informed outcomes, consumer empowerment and convenience. The deployment of intelligent technologies offers the potential to dramatically

reduce our operating cost structures, allowing us to offer more affordable health care to our customers and the people we serve. Given how quickly the environment around AI is evolving, we believe both vision and discipline are critical

to how these technologies can positively impact stakeholders. We expect to invest nearly $1.5 billion in these efforts in 2026 and at least that much in 2027. This work is making a difference within our organization today and will be foundational for future pursuits.

Third, we are increasing our efforts to modernize health care. Important elements of this agenda include reducing friction, elevating consumer experiences with consumer-centered product innovation and forging strong partnerships with key health systems. Leading the modernization of how consumers, clinicians and health systems experience the

U.S. health care system will be a core component of the value we offer. And we are continuing to work to align key capabilities within UnitedHealthcare and Optum to better deliver our value-based care to those we serve.

Finally, we are taking steps to operate with market leading transparency. We have already published three independent reviews of critical business practices and we have already adopted all recommendations from those reviews. This year we have begun to publish results in additional key areas such as prior authorizations and claim approval rates, performance statistics, data and trends, rebate practices and prices for products and services, key business and core management practices and policies. And we will methodically expand and enrich this transparency as we become even more publicly accountable for our performance and strive every day to improve it.

We are beginning a new era for this enterprise, one in which the pursuit of our mission serves to improve the experience of all stakeholders in the health care system while we continue to focus on delivering sustainable growth, disciplined cost management and value for our shareholders.

On behalf of UnitedHealth Group's management team, and our dedicated employees, we appreciate your continued support and are always grateful to hear your thoughts.

Sincerely,

Chair and Chief Executive Officer

Letter from the Lead Independent Director

Dear Fellow Shareholders,

On behalf of the Board of Directors, we thank you for your continued investment in UnitedHealth Group during this critical period in the Company's history. Across the organization, we are focusing on what is working, what needs more attention and what no longer makes sense for us. We are driving greater operational disciplines in all our business practices, leveraging the use of technology and artificial intelligence broadly, and renewing our commitment to innovation, agility and accountability.

Following Stephen Hemsley's appointment as Chief Executive Officer in May 2025, the Company departed from its longstanding practice of having separate individuals as CEO and Chair given the extraordinary circumstances. It is not

our intention to continue this practice indefinitely, but we believe having a Chair who is embedded in the leadership of the Company is in the best interests of the Company and its shareholders at this time. The Board has worked closely with him to put the right management team in place to advance initiatives to modernize our cost structure and evolve our operating model to support efficiency and scalability. This includes the appointment of Wayne DeVeydt as Chief Financial Officer in September 2025.

Oversight of succession planning for all executive officers, including the Chief Executive Officer, continues to be a focus for the Board with assistance from outside consultants as needed. Regularly throughout the year, the Board reviews and discusses the performance, development, and succession plans for the Company's senior executives, with an emphasis on both long-term succession planning and contingency planning for unexpected events.

As part of this initiative, management regularly reviews the top 750 leaders in the Company with the Board and has succession plans in place for over 90% of this leadership group. The Board also engages with these executives as part of Board business, functional reviews, individual meetings and through facilitation of select talent review topics at quarterly Compensation and Human Resources Committee meetings, advancing our directors' familiarity with the business results and leadership potential of individual management team members.

As part of the Board leadership review and refreshment, in August 2025, the independent directors elected me as Lead Independent Director, succeeding Michele Hooper, who had served in the role since October 2021. The Board also refreshed the leadership and composition of our Audit and Finance, Compensation and Human Resources and Governance Committees to ensure an appropriate balance of fresh, outside perspectives with institutional knowledge and understanding.

The Board also established a new Public Responsibility Committee to reinforce our focus on mission, stakeholder trust and public responsibility. The Public Responsibility Committee is responsible for monitoring and overseeing risk consistent with the Company's role in improving the health and well-being of society. Its oversight includes a focus on ensuring that key decisions are evaluated not only through the lens of financial performance, but also through their impact on the people we serve, our public reputation and our commitment to act in ways that reflect our mission.

In November 2025, we elected Dr. Scott Gottlieb to the Board. Dr. Gottlieb, the 23rd Commissioner of the U.S. Food and Drug Administration, brings deep policy, clinical and regulatory expertise. His experience at the intersection of public policy, clinical practice and emerging technologies will provide critical strategic insight as the Company continues to advance its role in a more integrated and efficient health care system. His appointment marks the fourth new independent director added to the Board since 2021 and has resulted in an average independent director tenure of 5.6 years, a decline of 61% since 2021.

After many years of extraordinary and distinguished service to the Company and its shareholders, Michele Hooper is not standing for re-election this year. We are deeply grateful to Ms. Hooper for her leadership and benefited greatly from her insights, experience and guidance. The Board continues to assess its composition to ensure that it has the balance of skills and operating experience needed to oversee long-term strategy and provide effective oversight.

Prior to and following the 2025 Annual Meeting, independent directors led an extensive effort to connect with our shareholders to understand their perspectives and gather their feedback. This feedback was shared with the full Board

and has helped guide our discussions and decisions. In the following pages, we have outlined the feedback the Board received and the actions we have taken.

The Board values the perspective of our shareholders and is committed to robust, ongoing engagement. We remain grateful for your continued support as we focus on providing strong independent oversight of management's execution of our strategy to create sustainable shareholder value.

Sincerely,

Lead Independent Director

2026 Notice of Annual Meeting

Date

June 1, 2026

11:00 am Eastern Time

Record Date

April 2, 2026

Location

Our Annual Meeting can be accessed virtually at:

http://www.virtualshareholdermeeting.com/UNH2026

Meeting Information

Items of Business & Vote Recommendations

Proposal

Board Recommendation

1. Elect the nine nominees to UnitedHealth Group's Board of Directors as set forth on page 6 of the proxy statement.

2. Conduct an advisory vote to approve the compensation paid to the Company's named executive officers as disclosed on page 72 of the proxy statement (Say-on-Pay vote).

3. Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026 as set forth on page 76 of the proxy statement.

4. Consider the shareholder proposal as set forth on page 77 of the proxy statement, if properly presented at the Annual Meeting.

AGAINST

We will also transact any other business that properly comes before the Annual Meeting or any adjournments or postponements of the meeting.

Voting Information

Access to the Annual Meeting

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.

The 2026 Annual Meeting will be held in virtual format only. Shareholders will be able to participate in, vote and submit questions from their location.

Important: Important:

We encourage you to submit your proxy prior to the meeting by internet, telephone, or mail. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures outlined in the section titled "Questions and Answers About the Annual Meeting and Voting" in the proxy statement.

If you plan to participate in the Annual Meeting, please see the "Questions and Answers About the Annual Meeting and Voting" section in the proxy statement.

Important Notice Regarding the Availability of Proxy Materials

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY VIA THE INTERNET ON JUNE 1, 2026.

The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report are available at:https://www.unitedhealthgroup.com/investors/shareholder-materials.html

Proxy materials are first being mailed to our shareholders and made available at: https://www.unitedhealthgroup.com/investors/shareholder-materials.html on or about April 21, 2026.

Website addresses included throughout this proxy statement are for reference only. The information contained on our website is not incorporated by reference into the attached proxy statement.

Table of Contents

Proxy Summary 1

Board Response to Shareholder Feedback 1

Executive Team Transition 2

Summary of Compensation Decisions to Support

Executive Team Transition 2

Our Executive Compensation Philosophy 3

Our Executive Compensation Plan Design is Aligned

with our Compensation Program Principles 3

Alignment of Pay-for-Performance Philosophy and

2025 Incentive Compensation Outcomes 4

Our Qualified and Refreshed Board 4

Corporate Governance Highlights 5

Board of Directors 6

PROPOSAL 1: Election of Directors 6

2026 Director Nominees 6

Director Nomination Process 13

Optimal Mix of Skills and Expertise of Director

Nominees 15

Board Composition 16

Board Leadership Structure 17

Director Independence 18

Board Committees 19

Board Meetings and Annual Meeting Attendance 22

Annual Board and Committee Evaluations 22

Shareholder Access to Board of Directors 23

Director Compensation 24

2025 Director Compensation Table 26

Corporate Governance 28

Overview 28

Code of Conduct: Our Principles of Ethics & Integrity . 29 Compliance and Ethics 29

Insider Trading Policy 29

Risk Oversight 30

Letter from the Compensation and Human

Resources Committee 34

Executive Compensation Summary 36

Compensation Committee Response to 2025

Say-on-Pay Vote 36

2025 CEO Compensation 37

Other Executive Team Transitions 39

Compensation Discussion and Analysis 41

Compensation and Human Resources Committee

Report 54

Compensation and Human Resources Committee Interlocks and Insider Participation 54

2025 Summary Compensation Table 55

2025 Grants of Plan-Based Awards 57

Outstanding Equity Awards at 2025 Fiscal Year-End 59

2025 Option Exercises and Stock Vested 61

2025 Non-Qualified Deferred Compensation 61

Executive Employment Agreements 63

CEO Pay Ratio 67

Pay vs. Performance 68

PROPOSAL 2: Advisory Approval of the Company's Executive Compensation 72

Audit 73

Audit and Finance Committee Report 73

Disclosure of Fees Paid to Independent Registered

Public Accounting Firm 75

Audit and Finance Committee's Consideration of Independence of Independent Registered Public Accounting Firm 75

Audit and Non-Audit Services Approval Policy 75

PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm 76

Annual Meeting 77

PROPOSAL 4: Adoption of a Policy to Require Any

Board Chair to Be Independent 77

Questions and Answers About the Annual Meeting

and Voting 80

Householding Notice 87

Other Matters at Meeting 87

Other Information 88

Security Ownership of Certain Beneficial Owners and Management 88

Certain Relationships and Transactions 90

Appendix A - Reconciliation of Non-GAAP Financial Measure 92

Proxy Summary

Board Response to Shareholder Feedback

Following the 2025 Annual Meeting of Shareholders, we reached out to our largest shareholders to understand their perspectives and gather valuable feedback.

Shareholder Outreach Following the 2025 Annual Meeting

We contacted:

shareholders

60%

of outstanding shares

including 12 who voted

against 2025 Say-on-Pay

We had discussions with:

shareholders

51%

of outstanding shares

including 12 who voted

against 2025 Say-on-Pay

Our independent directors, led by the Chairs of both the Compensation and Human Resources Committee and

Audit and Finance Committee, participated in 100% of these discussions.

The following summarizes feedback received, actions taken in response and how these actions protect shareholder value:

Shareholder Feedback

Actions Taken

Impact of Action

Executive Compensation

Strong preference for the use of annual stock awards rather than front-loaded awards going forward

Adopted a policy to not grant front-loaded awards in the future barring extraordinary circumstances, which we do not foresee at this time. We anticipate stock awards, which are part of our executives' annual target compensation opportunity, will be granted on an annual basis as had been our longstanding practice such that award levels and vehicles can be assessed each year to take into account company and individual performance, organizational priorities, market practice, and shareholder priorities.

Extend vesting and/or holding requirements for Mr. Hemsley's stock option grant

In February 2026, added a two-year retention requirement to the stock option grant to

Mr. Hemsley

Further align executives' interests with those of long-term shareholders

Increased CEO stock ownership requirement from 8x to 10x base salary

Corporate Governance

Provide rationale for combining the roles of CEO and Chair

Disclosed rationale for departure from our long-standing practice of having separate individuals as CEO and Chair and clarified that it is not our intention to continue this practice indefinitely

Evaluate Board and Committee leadership roles

In August 2025, appointed F. William McNabb III as Lead Independent Director and refreshed key Board Committee Chairs and members

Shareholder Feedback

Actions Taken

Impact of Action

Enhance risk oversight of the Company's business

In August 2025, established a new Public Responsibility Committee to monitor and oversee financial, regulatory, and reputational risks that may affect the Company's operations and mission

Executive Team Transition

On May 12, 2025, the Board of Directors appointed Stephen Hemsley as CEO following Andrew Witty's decision to step down as CEO for personal reasons.

On September 2, 2025, Wayne DeVeydt joined the Company as Chief Financial Officer, succeeding John Rex who transitioned from his previous role as President and CFO to a Strategic Advisor role.

In January 2025, Timothy Noel was promoted to CEO of UnitedHealthcare, succeeding Brian Thompson.

In April 2025, Patrick Conway, M.D. was promoted to CEO of Optum, succeeding Heather Cianfrocco.

Christopher Zaetta's role was expanded to include responsibility for the Company's global compliance team.

Summary of Compensation Decisions to Support Executive Team Transition

2025 CEO Compensation Arrangement

Base Salary

$1,000,000 per year

Annual Incentive

No annual cash incentive

Stock Incentives

2026

2027

2028

2029

2030

- Stock Options

$60,000,000 cliff-vesting on May 14, 2028

Additional two-year holding requirement; any net shares acquired may not be sold before May 14, 2030

- Annual Stock

No annual stock incentives for the duration of the stock option vesting period (first three years)

2025 CFO Compensation Arrangement

Base Salary

$1,000,000 per year

Annual Incentive

Target incentive of 2x Base Salary

Stock Incentives

In aggregate: $8,000,000 ($5,000,000 inducement + $3,000,000 pro-rated annual stock award)

- Stock Options

$3,250,000 four-year ratable vesting

- Performance Shares

$1,500,000 three-year cliff vesting covering the 2026-2028 performance period

- Restricted Stock Units

$3,250,000 four-year ratable vesting

One-Time Cash Award

$1,200,000 to replace compensation forfeited upon joining the Company

For details of the compensation arrangements to other Named Executive Officers (NEOs), please see sections titled, "Other Named Executive Officer Transitions and Role Expansions" and "December 2025 Performance Improvement Awards."

Our Executive Compensation Philosophy

Our compensation program principles are based on our executive compensation philosophy and objectives:

Pay for performance: Align the economic interests of our executives with those of our shareholders through achievement of enterprise-wide goals, sustained performance and positive shareholder returns.

Enhance the long-term value of the business with executive pay weighted toward long-term compensation to promote long-term shareholder value creation and minimize excessive risk-taking.

Reward performance that advances the Company's mission, supports the Company's values and emphasizes collaboration among executive officers while also recognizing individual performance.

Attract and retain highly qualified executives through competitive pay and standard employee benefits with limited executive only benefits or perquisites.

Compensation Philosophy, Principles and Objectives

Our Executive Compensation Plan Design is Aligned with our Compensation Program Principles

Plan Design

Pay for Performance

Enhance long-term value

Sustained performance

Competitive Pay

More than 90% of executive compensation is delivered in the form of annual and long-term incentives

At least 75% of the long-term incentives are in the form of performance-based stock (inclusive of awards delivered in stock options and performance shares)

Performance-based incentives use a balanced set of performance measures, with different metrics used for annual and long-term incentives

Double-trigger accelerated vesting of stock compensation awards

Policy to not provide cash severance exceeding 2.99x the sum of base salary and bonus to executives

All long-term incentive awards are denominated and settled in stock

Adopted clawback policies for (i) recoupment of incentive compensation in accordance with SEC and NYSE rules, and (ii) recoupment of cash or stock compensation in the event of fraud or misconduct causing material restatement, material detrimental conduct or violation of non-compete, non-solicit or confidentiality provisions

Insider trading policy prohibits hedging and pledging of shares by directors and executives

Stock retention policy generally requires executive officers to hold, for at least one year, one-third of the net shares acquired upon vesting or exercise of any stock compensation award

Alignment of Pay-for-Performance Philosophy and 2025 Incentive Compensation Outcomes

Aligning the economic interests of our executives with those of our shareholders through the Company's pay-for performance philosophy is a fundamental tenet of the Company's incentive compensation plan design principles.

In support of the Company's pay-for-performance philosophy and with respect to 2025 incentive compensation, the Committee took the following actions:

2025 annual incentive plan

Below target payout

(payouts ranging from 0 - 88% of target)

2023-2025 performance shares

0% payout

(threshold performance not met)

Our Qualified and Refreshed Board

Director Independence

Board Refreshment

Independent Director Tenure Decline

89%

44%

61%

Percentage of directors who are independent

Percentage of Board appointed since 2021

4 independent directors

From 14.3 years in 2021

To 5.6 years in 2026

Capital Markets:

Expertise in global financial markets and institutional investing

Clinical Practice:

Direct experience in patient care and clinical leadership

Corporate Governance:

Outside public board experience

Digital Communication:

Proficiency in enhanced digital communications

Direct Consumer Markets:

Experience in consumer-focused markets

Finance:

Strong financial acumen

Government & Regulatory:

Understanding of government operations and regulatory environments

Health Care Industry:

Relevant industry experience

Large Complex Organizations:

Senior leadership experience in large, complex corporations

Technology / Business Processes:

Expertise in complex systems and technology

3/9

5/9

6/9

7/9

8/9

Health Care Industry

Number of new independent directors with this expertise

Large Complex Organizations

Number of new independent directors with this expertise

Technology / Business Processes

Number of new independent directors with this expertise

Government & Regulatory

Capital Markets

Finance

Number of new independent directors with this expertise

Corporate Governance Highlights

Governance Principle

Governance Practice

Accountability to Shareholders

Single class of stock with one vote per share

Annual elections for all directors

Majority voting standard for uncontested elections of directors

Shareholders can call special meetings and act by written consent

Proxy access for shareholders

No supermajority vote requirements

No shareholder rights plan ("poison pill")

Independent Oversight

All directors except the CEO are independent

Lead Independent Director with clearly defined and robust duties and responsibilities

Executive sessions at all quarterly Board and Committee meetings

All standing Board Committees comprised solely of independent directors

Effective Board Practices & Policies

Rigorous annual review of desired skills and attributes of directors/nominees

Annual written Board and Committee evaluations supplemented by interviews by an independent consultant every third year

Director orientation and continuing education

Limits on board member service on other public company boards

Risk Mitigation & Alignment of Interests

Robust share ownership guidelines for directors and executives

Clawback policy enables recoupment of cash and stock-based incentives

Comprehensive Code of Business Conduct and Principles of Governance

Requirement to disclose any potential conflict of interest related to health care transactions or activities, including the acquisition of a material financial interest in the health care industry

Related-Person Transactions Approval Policy and Insider Trading Policy

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Board of Directors

PROPOSAL 1: Election of Directors

Our Board of Directors has nominated nine people for election at the 2026 Annual Meeting to serve as directors until the next annual meeting and the election of their successors. All nominees are currently directors and have agreed to be named in this proxy statement and serve if elected. After many years of exceptional service to the Board, Michele Hooper is not standing for election this year.

In accordance with our Principles of Governance, each nominee has also tendered an irrevocable offer to resign as a director, which would become effective if the director fails to receive a majority vote for election at the Annual Meeting and if our Board accepts the director's offer to resign. Please see the "Corporate Governance" section of this proxy statement for additional details on this policy. All nominees are expected to attend the 2026 Annual Meeting. All nine then-current directors attended the 2025 Annual Meeting. We ask for your vote for each nominee at our 2026 Annual Meeting.

2026 Director Nominees

The following is a brief biographical description of each director nominee. A "Skills Matrix" listing the areas of expertise held by each director and which, in part, led the Board to conclude each respective director should continue to serve as a member of the Board, is included on page 15.

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

Director

Age

Background

Director Since

Charles Baker

President, National Collegiate Athletic Association

2023

Timothy Flynn

Former Chair, KPMG International

2017

Paul Garcia

Retired Chair and CEO, Global Payments, Inc.

2021

Kristen Gil

Former Vice President and Business Finance Officer, Alphabet, Inc.

2022

Scott Gottlieb, M.D.

Former Commissioner of the Food and Drug Administration

2025

Stephen Hemsley

Chair and CEO, UnitedHealth Group

2000

F. William McNabb III

Former Chairman and CEO, The Vanguard Group, Inc.

2018

Valerie Montgomery Rice, M.D.

President and CEO, Morehouse School of Medicine

2017

John Noseworthy, M.D.

Former CEO and President, Mayo Clinic

2019

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Charles Baker

Director Since:

2023

Age:

Committees:

Audit and Finance Governance (Chair) Public Responsibility

Other Public Directorships:

None

Expertise Provided to the Board:

Charles Baker has extensive public sector and health care leadership experience stemming from serving as Governor of the Commonwealth of Massachusetts and CEO of Harvard Pilgrim Health Care. This experience, combined with a deep understanding of financial management and health policy, gives the Board a broad perspective that delivers effective oversight of our corporate strategy, health care policy and large-scale operations.

Career Highlights:

2023 to Current: President of the National Collegiate Athletic Association

2015 to 2023: Governor of the Commonwealth of Massachusetts

2011 to 2014: Executive in Residence, General Catalyst Partners

1999 to 2009: CEO of Harvard Pilgrim Health Care

Skills and Qualifications:

Capital Markets Corporate Governance Digital Communication Finance

Processes

Government & Regulatory Health Care Industry Large Complex Organizations Technology / Business

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Timothy Flynn

Director Since:

2017

Age:

Committees:

Audit and Finance (Chair) Governance

Public Responsibility

Other Public Directorships:

Walmart Inc.

Expertise Provided to the Board:

Timothy Flynn has expertise in financial reporting, audit and enterprise risk management, as well as years of work with large, complex public companies. With a career spanning over four decades, including as Chairman of KPMG International and CEO of KPMG LLP, Mr. Flynn has proven experience navigating complex, multinational business environments and leading critical audit and advisory functions. This background, coupled with his directorship experience at major public companies including JP Morgan, enhances the Board's oversight of financial strategy, enterprise risk and corporate governance.

Career Highlights:

1979 to 2011: Served in numerous roles with increasing responsibility at KPMG, including:

Chairman (KPMG International) from 2007 to 2011

CEO (KPMG LLP) from 2005 to 2008

Global Managing Partner, Audit, from 2001 to 2005

Global Managing Partner, Human Resources, from 1998 to 2000

Skills and Qualifications:

Capital Markets Corporate Governance Direct Consumer Markets Finance

Processes

Government & Regulatory Large Complex Organizations Technology / Business

Paul Garcia

Large Complex Technology / Organizations Business Processes

Finance

Direct Consumer Markets

Corporate Governance

Capital Markets

Expertise Provided to the Board:

Paul Garcia brings to the Board significant executive leadership and technological expertise, cultivated during his career in the electronic payment processing industry. As the former Chairman and Chief Executive Officer of Global Payments Inc. and former President and CEO of NaBanco, Mr. Garcia possesses significant experience at large, complex corporations with high transaction volumes. His executive acumen, enriched by his directorship at major financial and data-driven public companies, strengthens the Board's oversight of technology strategy, operations and corporate governance.

Career Highlights:

1999 to 2014: Chairman and CEO of Global Payments Inc.

1982 to 1995: President & CEO of NaBanco

Skills and Qualifications:

Other Public Directorships:

Deluxe Corp.

Repay Holdings Corp.

Committees:

Compensation and Human Resources (Chair)

Public Responsibility

Age:

Director Since:

2021

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Kristen Gil

Director Since:

2022

Age:

Committees:

Audit and Finance

Other Public Directorships:

None

Expertise Provided to the Board:

Kristen Gil has extensive strategic, operational and financial leadership experience developed during her tenure at Alphabet Inc. As the former Vice President and Business Finance Officer at Google, Ms. Gil directed financial strategy and business operations across critical innovation sectors, including Google's Research and Health segment. Ms. Gil's financial and strategic expertise in rapidly evolving sectors is further bolstered by her roles at Marketron International and McKinsey & Company and strengthens the Board's oversight of finance and corporate strategy. Her directorship experience at Proofpoint, Inc. enhances the Board's cybersecurity and public company expertise.

Career Highlights:

2007 to 2024: Served in numerous roles with increasing responsibility at Alphabet, Inc., including:

Vice President, Business Finance Officer from 2018 to 2023

Roles within business operations, strategy and finance for Google Search, Maps, Research & AI and Sustainability

2000 to 2007: General Manager at Marketron International

1997 to 1999: Management Consultant at McKinsey & Company

Finance

Skills and Qualifications:

Markets

Digital Communication Direct Consumer

Large Complex Organizations

Technology / Business Processes

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Scott Gottlieb, M.D.

Director Since:

2025

Age:

Committees:

Health and Clinical Practice Policies Public Responsibility

Other Public Directorships:

Pfizer, Inc. Tempus AI, Inc. Illumina, Inc.

Expertise Provided to the Board:

Dr. Scott Gottlieb has extensive clinical, regulatory and health care expertise, drawn from his distinguished career in public service and the private sector. As the 23rd Commissioner of the U.S. Food and Drug Administration, and current Senior Fellow at the American Enterprise Institute, Dr. Gottlieb possesses a unique understanding of national health care policy, patient care and complex regulatory environments. Dr. Gottlieb's public service, coupled with venture capital experience at New Enterprise Associates, strengthens the Board's oversight of health care innovation, corporate strategy and the complex regulatory environment.

Career Highlights:

2019 to Current: Senior Fellow at the American Enterprise Institute

2019 to Current: Special Partner at New Enterprise Associates

2003 to 2019: Served in numerous roles with increasing responsibility at the U.S. Food & Drug Administration, including:

2017 to 2019: Commissioner

2005 to 2007: Deputy Commissioner for Medical and Scientific Affairs

2004: Director of Medical Policy Development

2003 to 2004: Senior Advisor to the Commissioner for Medical Technology

Skills and Qualifications:

Organizations

Capital Markets Clinical Practice Corporate Governance Digital Communication Finance

Government & Regulatory

Health Care Industry Large Complex

Technology / Business Processes

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Stephen Hemsley

Director Since:

2000

Age:

Committees:

None

Other Public Directorships:

None

Expertise Provided to the Board:

Stephen Hemsley brings to the Board vast company and health care institutional knowledge, accomplishments and strategic vision, forged over his nearly three decades of leadership at UnitedHealth Group. Mr. Hemsley possesses an unparalleled understanding of our complex enterprise and its culture and the broader health care and social sectors. This, combined with his foundational financial expertise as a former Managing Partner and CFO at Arthur Andersen, ensures the Board benefits from highly informed oversight of corporate strategy and enterprise-wide execution.

Career Highlights:

1997 to Current: UnitedHealth Group Incorporated

2025 to Current: Chair and CEO

2019 to 2025: Non-Executive Chair

2017 to 2019: Executive Chair

2006 to 2017: CEO

1999 to 2014: President

1997 to 2006: COO

1974 to 1997: Managing Partner and CFO at Arthur Andersen

Skills and Qualifications:

Capital Markets Corporate Governance Finance Government & Regulatory

Processes

Health Care Industry Large Complex Organizations Technology / Business

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

F. William McNabb III (Lead Independent Director)

Director Since:

2018

Age:

Committees:

Compensation and Human Resources

Other Public Directorships: International Business Machines Corp.

Expertise Provided to the Board:

F. William McNabb III brings to the Board extensive global financial expertise, highlighted by his more than three-decade career, including as Chairman and CEO of The Vanguard Group, Inc. Having led one of the world's largest investment management companies, Mr. McNabb possesses a unique, shareholder-centric understanding of financial markets, enterprise risk management and the operational dynamics of scaling a complex, global organization. This perspective significantly enhances the Board's oversight of our financial reporting, capital allocation, corporate accountability and strategic risk.

Career Highlights:

1986 to 2018: Served in numerous roles with increasing responsibility at The Vanguard Group, including:

2008 to 2017: CEO (Chairman from 2008 to 2018)

1986 to 2008: Various roles including Principal, Managing Director and President

Skills and Qualifications:

Capital Markets Corporate Governance Digital Communication Direct Consumer Markets

Processes

Finance Government & Regulatory Large Complex Organizations Technology / Business

Valerie Montgomery Rice, M.D.

Large Complex Organizations

Health Care Industry

Government & Regulatory

Clinical Practice

Expertise Provided to the Board:

Dr. Valerie Montgomery Rice has significant clinical, academic, management and public health leadership experience, including through her role as President and Chief Executive Officer of the Morehouse School of Medicine. As a renowned physician, medical researcher and institutional leader, Dr. Montgomery Rice's provides a critical perspective on public health policy and clinical research. This expertise deepens the Board's oversight of corporate strategy and operations, especially clinical operations, in the health care industry.

Career Highlights:

2011 to Current: Morehouse School of Medicine

2021 to Current: President & CEO (President since 2014)

2011 to 2021: Dean

2005 to 2011: Founding Director of the Center for Women's Health Research at Meharry Medical College

2006 to 2009: Dean of the School of Medicine and SVP of Health Affairs at Meharry Medical College

Skills and Qualifications:

Committees: Other Public Directorships:

Compensation and Human Resources None Health and Clinical Practice Policies (Chair)

Age:

Director Since:

2017

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

John Noseworthy, M.D.

Director Since:

2019

Age:

Committees:

Compensation and Human Resources Health and Clinical Practice Policies

Other Public Directorships:

None

Expertise Provided to the Board:

Dr. John Noseworthy provides the Board with significant clinical and executive leadership expertise, anchored by his tenure as President and CEO of Mayo Clinic, one of the world's largest and most renowned academic health systems. Dr. Noseworthy possesses a rare understanding of patient care delivery, medical research and complex, large-scale provider operations.

Dr. Noseworthy's background as a physician and clinical researcher, combined with his global perspective as a Health Governor of the World Economic Forum, significantly enhances the Board's oversight of corporate strategy and operations in the health care industry.

Career Highlights:

1990 to 2018: Mayo Clinic

2009 to 2018: President & CEO

2006 to 2009: Vice Chair of the Mayo Clinic Rochester Board

1997 to 2006: Chair of the Department of Neurology

1992 to 2018: Professor in the Department of Neurology at the College of Medicine & Science

Skills and Qualifications:

Clinical Practice Corporate Governance Digital Communication Direct Consumer Markets

Processes

Government & Regulatory Health Care Industry Large Complex Organizations Technology / Business

Director Nomination Process

Our Board's Governance Committee establishes the optimal skills and experiences the Board should have to align it with our Company's long-term strategic plan and the best interests of our shareholders and stakeholders.

The Skills Matrix identifies the core skills and experiences every member of the Board should have and the collective expertise the Board believes is important for oversight of the Company. This core director criteria includes:

Independence under the Company's Standards for Director Independence and New York Stock Exchange (NYSE) corporate governance rules (other than the CEO and, at times, Chair of the Board);

Service on no more than three other public company boards, with our Chief Executive Officer limited to no more than one other public company board;

High integrity and ethical standards;

Standing and reputation in the individual director's field;

Ability to oversee risks within the individual director's particular skill set;

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

Ability to work collegially and collaboratively with other directors and management. Each of our director nominees satisfies all of these criteria.

All director nominees were elected by our shareholders at the 2025 Annual Meeting except for Scott Gottlieb, M.D., who was elected unanimously by the Board in November 2025 after the Governance Committee had considered a number

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

of potential candidates. He was initially recommended as a potential director candidate by an independent search firm with recommendations from multiple independent consultants.

The Governance Committee screens and recommends candidates for nomination by the Board and maintains an active director candidate pipeline, which reflects our continuing commitment to diverse talents, backgrounds, experiences

and perspectives among directors. The Governance Committee engages an independent search firm and independent consultants to build a robust director pipeline and evaluate the candidates. The Governance Committee will also consider recommendations submitted by shareholders for director candidates. Recommendations should be directed to the Corporate Secretary.

Before any new independent director is appointed, the Governance Committee considers a wide slate of potential candidates. We also engage an independent search firm to identify and evaluate potential candidates. Each eventual nominee was selected due to his or her overall skills and experience.

In-depth review by the Committee

Consider Skills

Matrix

Screen

qualifications

Review

independence and potential conflict

Meet with director

Nominate Director

4 independent directors have joined the Board since 2021

Review by full Board

Recommend selected candidate for appointment by our Board

Source candidate pool from

Independent search firm

Independent consultants

Shareholders

Directors

Other sources

The Board of Directors formed the Nominating Advisory Committee in 2006 to provide the Governance Committee with additional input from shareholders and others concerning the appropriate and desired characteristics of director candidates and the composition of the Board of Directors. The key features of the Skills Matrix are also discussed with members of our Nominating Advisory Committee, and their feedback is considered by the Governance Committee when it updates the Skills Matrix. The Governance Committee considers input provided by the Nominating Advisory Committee. The Nominating Advisory Committee is expected to include individuals who are or represent a shareholder of the Company who holds a significant number of shares or who are representatives of the medical community. Members of the Nominating Advisory Committee do not receive any compensation from the Company for serving on the Nominating Advisory Committee. A description of the Nominating Advisory Committee, including a description of how the members of the Nominating Advisory Committee are nominated and selected, can be found on our website at https://www.unitedhealthgroup.com/investors/standards.html.

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Optimal Mix of Skills and Expertise of Director Nominees

The Skills Matrix identifies the optimal skills and experience that the Board as a whole should have. The following table displays these skills and areas of expertise of each nominee. If an individual director is not listed as having a particular attribute, it does not signify an individual's lack of ability to contribute in that specific area. Rather, it is intended to

depict notable areas of capability.

Baker

Flynn

Garcia

Gil

Gottlieb, M.D.

Hemsley

McNabb III

Montgomery Rice, M.D.

Noseworthy, M.D.

Capital Markets

Expertise in global financial markets and institutional investing ensures the Board can effectively oversee capital deployment, financing strategies and long-term shareholder value creation

Clinical Practice

Direct experience in patient care and clinical leadership ensures our strategic decisions prioritize clinical quality standards, patient safety and health outcomes

Corporate Governance

Outside public board experience strengthens the collective understanding of governance principles, ensuring accountability, effective oversight and the protection of shareholder interests

Digital Communication

Proficiency in enhanced digital communications supports our focus on simplifying patient outreach, improving access to information and educating consumers in the modern age

Direct Consumer Markets

Experience in consumer-focused markets provides essential guidance on anticipating customer needs, improving the patient and member experience and strengthening our competitive position

Finance

Strong financial acumen enhances the Board's ability to oversee the company's financial health, capital allocation priorities and financial reporting standards

Government & Regulatory

A deep understanding of government operations and regulatory environments provides critical insight into navigating complex health care policies, Medicare/ Medicaid programs and compliance

Health Care Industry

Relevant industry experience enables the Board to effectively navigate industry dynamics, assess competitive threats and guide our long-term strategy in a rapidly evolving market

Large Complex Organizations

Senior leadership experience in large, complex corporations provides an essential perspective that helps to guide our corporate strategy, manage enterprise risk and drive operational effectiveness at scale

Technology / Business Processes

Expertise in complex systems and technology is crucial for overseeing our enterprise technology strategy, mitigating cybersecurity risks and optimizing operational efficiency

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Board Composition

UnitedHealth Group seeks diverse talents, backgrounds, experiences and perspectives for its Board. These considerations are factors in the director nomination process and are assessed annually. Our Governance Committee also strives to maintain a balance of tenure on the Board. Long-serving directors bring valuable familiarity with the successes and challenges the enterprise has faced over the years, while newer directors contribute fresh perspectives. The Governance Committee maintains an active recruiting pipeline of potential director candidates based upon skills, experience and background.

For this year's election, the Board has nominated nine individuals. All are incumbent directors who collectively bring tremendous expertise to the Board in their professional experience, perspectives, skills and background. Each nominee is a strategic thinker and has varying, specialized experience in the areas relevant to the Company and its businesses. Moreover, their collective experience covers a wide range of industries, including health care and clinical practice, insurance, consumer products, technology, capital markets and financial services and roles in academia, corporate governance and government.

Director Independence

89%

Percentage of directors who are independent

Board Refreshment

44%

Percentage of Board appointed since 2021

4 independent directors

Independent Director Tenure Decline

61%

From 14.3 years in 2021

To 5.6 years in 2026

Skills added to the Board over the last five years:

Health Care Industry

Large Complex Organizations

Technology / Business Processes

Number of new independent directors with this expertise

Government & Regulatory

Capital Markets

Finance

Number of new independent directors with this expertise

Paul Garcia joins the Board

Kristen Gil joins the Board

Charles Baker joins the Board

Scott Gottlieb, M.D. joins the Board

2021

Glenn Renwick departs the Board

2022

Richard Burke and Gail Wilensky depart the Board

2023

2025

2026

Michele Hooper departs the Board

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Board Leadership Structure

Our Board has a long-standing history of policies and practices designed to foster independence in its leadership structure. While our Board maintained separate individuals as CEO and Chair for nearly 20 years, given the extraordinary circumstances the Company faced last year, our Board determined that we and our shareholders were best served by appointing Stephen Hemsley as CEO and Chair, in combination with a strong Lead Independent Director.

The Board regularly evaluates its leadership structure to ensure that it continues to best serve the needs of the Company and its shareholders. Our Board believes it serves the Company and shareholders best if it is able to define the Board's optimal leadership structure both for a given moment in time and to ensure the continuity of independent Board leadership.

Our Bylaws require that should the Chair not be an independent director, the independent directors of the Board shall by majority vote appoint a Lead Independent Director. Our Principles of Governance empower the Lead Independent Director role with specific duties and responsibilities to ensure that the role serves as a robust counterbalance to a non-independent Chair of the Board. The Board believes that these provisions and flexibility are vital as they allow the Board to balance changed circumstances with the long-term needs of our business and interests of our shareholders.

In August 2025, as part of its annual review and leadership succession plan, the independent directors of the Board elected F. William McNabb III to serve as Lead Independent Director replacing Michele Hooper who had served in

that role since October 2021. The Board believes that his extensive board experience and expertise in corporate governance qualifies him to lead the Board's independent oversight of management.

Our Lead Independent Director's duties and independent authority are outlined in our Principles of Governance and below.

Lead Independent Director role

Board Leadership and Meeting Oversight

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

Meet individually with the Chair after each regularly scheduled Board meeting

Call meetings of the independent directors, as appropriate, and, if needed, the entire Board

Approve the agendas and meeting schedules for Board meetings with the Chair

Coordinate the preparation of agendas and materials for executive sessions of the Board's independent directors

Independent Director Coordination

Serve as the principal liaison between the independent directors and the Chair

Facilitate open dialogue among the independent directors during Board meetings, executive sessions and outside of Board meetings

Communicate to the Chair any decisions, suggestions, views, or concerns of the independent directors in executive sessions or outside of Board meetings

Meet periodically with individual independent directors to discuss Board and Committee performance, effectiveness and composition

Governance and Board Effectiveness

Assist the Chair of the Governance Committee in reviewing and reporting on the results of Board and Committee performance self-evaluations

Interview, along with the Governance Committee Chair, all Board candidates and make recommendations to the Governance Committee

Board Operations and Committee Support

Serve, as needed, as an ex officio member of each Board Committee and assist Board Committee Chairs

Ensure the appropriateness (including quality and quantity) and timeliness of information provided to the Board

Where appropriate, support the Company in interactions with shareholders and regulators in consultation with the Chair

Additionally, our independent directors meet in executive session without members of management present at each regular quarterly Board and Committee meeting and when necessary during telephonic meetings.

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Director Independence

Our Board of Directors has adopted the Company's Standards for Director Independence, which are available at https://www.unitedhealthgroup.com/investors/standards.html. The Standards for Director Independence align with the independence standards set by the New York Stock Exchange (NYSE).

Our Board of Directors has determined director nominees Charles Baker, Timothy Flynn, Paul Garcia, Kristen Gil, Scott Gottlieb, M.D., F. William McNabb III, Valerie Montgomery Rice, M.D. and John Noseworthy, M.D. are each independent under the NYSE rules and the Company's Standards for Director Independence. They have no material relationships with the Company that would prevent these directors from being considered independent.

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

Dr. Valerie Montgomery Rice is President and Chief Executive Officer of Morehouse School of Medicine. Morehouse School of Medicine paid the Company approximately $371,500 for claims software, equipment, maintenance, licenses and subscriptions in 2025. The Company paid Morehouse School of Medicine approximately $1,700,000 for services as a network care provider and made $250,000 in charitable contributions in 2025. Total amounts paid by the Company to Morehouse School of Medicine during 2025 were substantially less than 1% of Morehouse School of Medicine's total revenues for 2025. Dr. Montgomery Rice was not directly involved in these transactions.

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Board Committees

The Board of Directors has established five standing Committees as listed in the table below. These Committees help the Board fulfill its responsibilities and assist the Board in making informed decisions. Each Committee operates under a written charter and evaluates its charter and Committee performance annually.

The following table identifies the chair and members of each Committee:

Director

Audit and Finance

Compensation and Human Resources

Governance

Health and Clinical Practice Policies

Public Responsibility

Charles Baker

Timothy Flynn

Paul Garcia

Kristen Gil

Scott Gottlieb, M.D.

Stephen Hemsley

Michele Hooper(1)

F. William McNabb III(2)

Valerie Montgomery Rice, M.D.

John Noseworthy, M.D.

Reflects current committee membership. Michele Hooper is not standing for election at the 2026 Annual Meeting. Scott Gottlieb, M.D. will serve as Chair of the Public Responsibility Committee and F. William McNabb III will serve as a member of the Governance Committee, succeeding Ms. Hooper, effective June 1, 2026.

F. William McNabb III is our Lead Independent Director and an ex-officio member of all Board Committees. As an ex-officio member, Mr. McNabb has a standing invitation to attend each Committee meeting but does not count for quorum purposes or vote on Committee matters.

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Audit and Finance Committee Meetings Held in 2025: 9

Timothy Flynn (Chair), Charles Baker and Kristen Gil

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.

Selecting and retaining of the independent registered public accounting firm Overseeing financial reporting, internal controls and public disclosure

Reviewing and assessing the effectiveness of the Company's policies, procedures and resource commitments in the areas of compliance, ethics, privacy and cybersecurity and the Company's management of litigation, investigations, or other proceedings

Overseeing the Company's artificial intelligence framework, including oversight of the Company's governance mechanisms to monitor, identify and mitigate potential risks associated with the deployment of artificial intelligence

Overseeing management's processes to identify and quantify material risks facing the Company, management's investing and financing policies and practices, sustainability investment criteria and assurance of sustainability disclosures

Establishing procedures concerning the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters

Each of the Audit and Finance Committee members is an independent director under the NYSE listing standards. The Board of Directors has determined Timothy Flynn, Charles Baker and Kristen Gil are audit committee financial experts as defined by the Securities and Exchange Commission (SEC) rules.

Meetings Held in 2025: 8

Compensation and Human Resources Committee

Paul Garcia (Chair), F. William McNabb III, Valerie Montgomery Rice, M.D. and John Noseworthy, M.D.

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.

Overseeing our policies and practices related to total compensation for executive officers Administering our incentive and stock compensation-based plans

Overseeing the risk associated with our compensation practices and plans Overseeing human capital management

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

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Governance Committee Meetings Held in 2025: 4

Committee Members:

Charles Baker (Chair), Timothy Flynn and Michele Hooper(1)

The Governance Committee oversees Board processes and corporate governance matters, including related risks.

Primary Responsibilities include:

Identifying and nominating individuals to be proposed as director nominees at each annual meeting of shareholders or to fill Board vacancies

Conducting the Board evaluation process

Evaluating the categorical standards which the Board of Directors uses to determine director independence Overseeing sustainability policies and practices, including identifying key sustainability topics and how the Board and its Committees provide oversight of sustainability areas

Monitoring and evaluating corporate governance practices Reviewing political contributions at least semi-annually

Monitoring the Company's advocacy and lobbying processes and activities, including key trade associations and coalition memberships

Overseeing the Company's public policy and government relations activities and external relations functions and activities

Independence:

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

Reflects current committee membership. Michele Hooper is not standing for election at the 2026 Annual Meeting. F. William McNabb III will serve as a member of the Governance Committee, succeeding Ms. Hooper, effective June 1, 2026.

Health and Clinical Practice Policies Committee Meetings Held in 2025: 4

Committee Members:

Valerie Montgomery Rice, M.D. (Chair), Scott Gottlieb, M.D., Michele Hooper(1) and John Noseworthy, M.D.

The Health and Clinical Practice Policies Committee is responsible for assisting the Board of Directors in fulfilling its health care-related oversight responsibilities

Primary Responsibilities include:

Overseeing management's initiatives to expand access to care, improve health care affordability, clinical care and patient safety, enhance health care experience, achieve better outcomes, advance health optimization and reduce health disparities

Overseeing, in collaboration with management and other Board Committees, the identification, evaluation and monitoring of the implementation of legislative, regulatory and policy issues, both domestic and international, that affect or could affect the Company's business reputation, business activities and performance

Ensuring consistency of the Company's policies and positions with its public policy priorities

Overseeing the responsible and ethical application of artificial intelligence in support of modernizing and improving the health care system

Independence:

Each of the Health and Clinical Practice Policies Committee members is an independent director under the NYSE listing standards.

Reflects current committee membership. Michele Hooper is not standing for election at the 2026 Annual Meeting.

Board of Directors

Corporate Governance

Executive Compensation

Audit

Annual Meeting

Other Information

Meetings Held in 2025: 1

Public Responsibility Committee

Michele Hooper(1) (Chair), Charles Baker, Timothy Flynn, Paul Garcia and Scott Gottlieb, M.D.

The Public Responsibility Committee is responsible for monitoring and overseeing risk associated with the Company's operations, recognizing that the Company's mission involves improving the health and well-being of society. The Committee recognizes that our place in society requires a societal responsibility lens.

Overseeing the Company's transparency initiatives, including the independent review process

Ensuring the Company's relationships with its regulators are open and transparent and that the Company's operations remain consistent with the Company's legal and regulatory requirements

Overseeing risk associated with public perceptions of the Company's business processes Overseeing the Company's merger and acquisition strategy to ensure that it aligns with our mission

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

Board Meetings and Annual Meeting Attendance

All nominees are expected to attend the 2026 Annual Meeting. In 2025, the Board of Directors held 22 meetings. All current directors attended at least 97% of the meetings. All nine then-current directors attended last year's annual meeting.

Annual Board and Committee Evaluations

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

Evaluation Format

Feedback Review

Board/Committee Actions in Response

Each director completes a written evaluation annually and is interviewed every third year by an independent consultant, who also reviews feedback and provides a report in the

other years.

The feedback received from the interviews is compiled anonymously and reviewed and discussed by the Board and each Committee in executive sessions at their meetings held in the first quarter of each year and, as appropriate, addressed with management.

The Board and each Committee consider the results and identify ways that Board and Committee processes and effectiveness could be enhanced. Changes to the Board's and each Committee's practices and agenda topics are implemented as appropriate. The Board monitors proposed actions to evaluate whether improvements are implemented and effective.

Key Topics for written evaluations and interviews

Board and Committee performance • Oversight of business strategy • Succession planning and talent

Board and Committee operations • Results and operations development

and structure • Agenda topics for future meetings

Disclaimer

UnitedHealth Group Inc. published this content on April 21, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 21, 2026 at 21:05 UTC.