UNITEDHEALTH GROUP INC (UNH)
Sector: Health Care
2026 Annual Meeting Analysis
UNITEDHEALTH GROUP INC · Meeting: June 1, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Baker has served since 2023 and his tenure meaningfully overlaps with UnitedHealth's severe stock underperformance — the company's shares fell roughly 27% over three years while the company's own disclosed peer group gained a median of 91%, a gap of over 118 percentage points that far exceeds the 20-point trigger threshold for companies with negative absolute returns; the five-year record is equally poor, providing no mitigating context.
Flynn has served since 2017 and bears full accountability for the company's sustained stock underperformance; UnitedHealth's shares lost roughly 27% over three years while peers gained a median of 91%, and the five-year gap of nearly 94 percentage points against peers confirms this is not a temporary trough but a sustained pattern, triggering a vote against under our policy.
Garcia joined in 2021, giving him tenure that fully overlaps the period of severe underperformance; UnitedHealth's stock fell roughly 27% over three years while the company's own peer group rose a median of 91%, and the five-year record provides no relief, warranting a vote against under our TSR trigger policy.
Gil joined in 2022 and her tenure covers the full three-year underperformance window; UnitedHealth's shares dropped roughly 27% while the company's disclosed peer group rose a median of 91%, a gap that far exceeds our policy threshold, and the five-year comparison offers no mitigating improvement.
Hemsley has served on the board since 2000 and is the current Chair and CEO, making him directly accountable for the company's strategy during the period of severe underperformance; UnitedHealth's stock fell roughly 27% over three years while the company's own peer group rose a median of 91%, and the five-year record is equally poor, triggering a vote against under our policy independent of any Say on Pay consideration.
McNabb has served since 2018 and his tenure fully overlaps the underperformance period; UnitedHealth's shares lost roughly 27% over three years while the company's disclosed peers gained a median of 91%, and the five-year comparison confirms sustained underperformance rather than a temporary trough, warranting a vote against.
Montgomery Rice has served since 2017 and bears full accountability for the company's sustained stock underperformance; UnitedHealth's three-year return of roughly negative 27% against a peer median of positive 91% represents a gap of over 118 percentage points, and the five-year picture shows an equally wide gap, confirming a vote against is appropriate under our policy.
Noseworthy has served since 2019 and his tenure fully overlaps the period of severe underperformance; UnitedHealth's stock fell roughly 27% over three years while the company's own peer group rose a median of 91%, and the five-year gap of nearly 94 percentage points against peers provides no mitigation, triggering a vote against under our policy.
For Analysis
Gottlieb was appointed to the board in November 2025, meaning he has served less than 24 months and is exempt from the TSR underperformance trigger under our policy, which gives new directors reasonable time to contribute before being held accountable for prior-period stock performance.
Eight of nine director nominees receive a vote against due to UnitedHealth Group's severe and sustained stock underperformance — the company's shares declined roughly 27% over three years while its own disclosed compensation peer group returned a median of positive 91%, a gap of over 118 percentage points that far exceeds the 20-point threshold under our policy for companies with negative absolute returns; the five-year record is equally poor, providing no mitigating context for any long-tenured director. Only Dr. Scott Gottlieb, who joined the board in November 2025 and falls within the 24-month new-director exemption, receives a vote in favor.
Say on Pay
✗ AGAINSTCEO
Stephen Hemsley
Total Comp
$60,938,062
Prior Support
60%%
UnitedHealth's 2025 Say on Pay vote received only 60% support — below the 70% threshold that triggers a no vote if the company has not made sufficient changes — and while the company has taken some responsive steps (adding a two-year post-vesting holding requirement, banning future front-loaded awards, increasing CEO ownership requirements), the fundamental structure of the $60 million option grant that drove shareholder concern remains in place and is the compensation being voted on today. The CEO's reported total compensation of approximately $60.9 million reflects a single large award covering multiple future years reported all at once, a structure shareholders objected to and that our policy disfavors, and this award was granted against a backdrop of deeply negative stock performance — the company's shares fell roughly 27% over three years while the company's own peers rose a median of 91%. The combination of below-threshold prior-year support, an unreformed front-loaded grant structure underlying the current vote, and severe pay-for-performance misalignment during a period of significant shareholder wealth destruction warrants a vote against.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not provide a fee table with audit and non-audit fee data in the text supplied, and auditor tenure is not explicitly disclosed in the provided filing text; because our policy requires confirmed data to trigger a no vote on either the non-audit fee ratio or tenure grounds, and Deloitte is a Big 4 firm appropriate for a company of UnitedHealth's size and complexity, the default vote is in favor.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Adoption of a Policy to Require Any Board Chair to Be Independent
This proposal asks the board to adopt a policy requiring that the board chair be an independent director — a straightforward governance improvement that separates the oversight function (chair) from the management function (CEO), a structure UnitedHealth itself maintained for nearly 20 years before combining the roles in 2025 under extraordinary circumstances. The company's opposition argues the combined role is temporary and that a strong Lead Independent Director provides adequate counterbalance, but this response offers no concrete timeline or commitment to separation, which is exactly the kind of vague voluntary assurance our policy discounts heavily. Given UnitedHealth's severe stock underperformance, the ongoing business and reputational challenges the company faces, and the fact that an independent chair would strengthen the board's ability to hold management accountable, supporting this proposal is in shareholders' interests.
Overall Assessment
This is a ballot dominated by serious governance and performance concerns at UnitedHealth Group: eight of nine director nominees receive a vote against due to the company's severe and sustained stock underperformance relative to its own disclosed peer group, Say on Pay receives a vote against driven by a front-loaded $60 million CEO option grant, a prior year support level of only 60%, and deep pay-for-performance misalignment, and the auditor ratification receives a default vote in favor due to insufficient fee data in the provided filing text. The one stockholder proposal — requiring an independent board chair — receives a vote in favor as a mainstream governance improvement that would restore a structure the company itself maintained for nearly two decades, with the board's opposition response offering no concrete timeline for returning to that structure.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing