UnitedHealth Group

Addition of Paul R. Garcia as independent director On November 2, 2021, the Board of Directors of UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) elected Paul R. Garcia to serve as an independent director effective immediately. Mr. Garcia was also appointed to serve on the Audit Committee of the Board of Directors. Mr. Garcia is the retired Chairman and Chief Executive Officer of Global Payments Inc., a publicly traded, leading provider of electronic payment processing services, a role he held from 1999 to 2014. Mr. Garcia also serves as a director of Deluxe Corporation and Repay Holdings Corporation. In the past five years, he has also served as a director of Truist Financial Corporation, The Dun & Bradstreet Corporation and West Corporation. Mr.

On February 4, 2021, UnitedHealth Group Incorporated (the “Company”) filed a Form 8-K announcing, among other matters, the appointment of Dirk C. McMahon to the office of President and Chief Operating Officer of the Company and the creation of an Office of the Chief Executive with Sir Andrew Witty, the Company’s Chief Executive Officer, and John F. Rex, the Company’s Chief Financial Officer and Mr. McMahon, as members. On February 22, 2021, the Compensation and Human Resources Committee of the Board of Directors of the Company, after considering Messrs. McMahon’s and Rex’s substantial responsibilities, market data and other factors, approved an annual base salary of $1,200,000 for each of Messrs. McMahon and Rex.

Election of Directors; Appointment of Certain Officers On February 4, 2021, UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) announced Sir Andrew P. Witty has become Chief Executive Officer and a director of UnitedHealth Group and Dirk C. McMahon has become President and Chief Operating Officer of UnitedHealth Group. Additional information regarding Sir Andrew and Mr. McMahon, including their experience over the past five years, is incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Sir Andrew and Mr. McMahon do not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On April 17, 2020, UnitedHealth Group Incorporated (the “Company”) filed a Form 8-K announcing Sir Andrew Witty, President of the Company and Chief Executive Officer of Optum, would be on an unpaid leave of absence from the Company to co-lead a global effort of the World Health Organization, in partnership with key stakeholders, to accelerate the development of a COVID-19 vaccine. On December 2, 2020, the Company issued a press release announcing that Witty will return to his positions as the President of the Company and Chief Executive Officer of Optum, effective December 1, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Information regarding Witty’s business experience and other information required by this

After eight years of exemplary service, Marianne D. Short (age 69), Executive Vice President and Chief Legal Officer, has announced her intention to retire from UnitedHealth Group Incorporated (the “Company”) effective January 11, 2021. David S. Wichmann, chief executive officer of UnitedHealth Group, said “The Board of Directors of UnitedHealth Group and I want to thank Marianne for the pronounced impact she had in advancing our business during one of its most significant periods of growth. She is the consummate professional, always bringing cogent legal expertise, unparalleled strategic insights, uncompromising integrity, and inspirational leadership.” Ms. Short will assist with transition of her responsibilities until March 1, 2021 and will remain with the Company as a Strategic Advisor until March 1, 2023. On November 20, 2020, the Company announced that Mr.

On April 15, 2020, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing that Sir Andrew Witty, President of the Company and Chief Executive Officer of Optum, has been asked to co-lead a global effort of the World Health Organization (WHO), in partnership with key stakeholders, to accelerate the development of a COVID-19 vaccine. Witty will be on an unpaid leave of absence commencing on April 20, 2020 (the “Effective Date”) until December 31, 2020. During Witty’s absence, David S. Wichmann, Chief Executive Officer of the Company, will assume Witty’s responsibilities and will oversee Optum.

On November 7, 2019, the Board of Directors of UnitedHealth Group Incorporated (the “Company”) appointed Sir Andrew Witty as president of the Company. Sir Andrew will serve in this new role in addition to serving as chief executive officer of Optum. In connection with this appointment, Witty was awarded 17,845 stock options, 2,994 restricted stock units and 5,988 performance shares. The stock options and restricted stock units vest ratably over a four-year period and the performance shares have the same three-year cliff vesting schedule and performance criteria as the performance shares granted in February 2019. Other aspects of Witty’s compensation were not affected. Additional information regarding Witty, including his experience over the past five years, is incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Stephen J. Hemsley has decided to transition from his management position as executive chair, while continuing to serve on the Board of Directors (the “Board”) of UnitedHealth Group Incorporated (the “Company”) as a non-executive director and Chair. The transition, effective November 7, 2019, comes after an exceptional 22-year career with the Company, including ten as chief executive officer and two as executive chair. Mr. Hemsley will receive director compensation as described in the Company’s proxy statement and an additional cash retainer of $270,000 annually for serving as Chair, pro-rated for actual service. Richard T. Burke will continue as the Company’s Lead Independent Director.

In connection with the departure reported in the Form 8-K, dated June 28, 2019, UnitedHealth Group Incorporated (the “Company”) and Steve H. Nelson entered into a Separation and Release Agreement, effective September 30, 2019 (the “Separation Agreement”), which provides that Mr. Nelson will receive cash severance compensation pursuant to the terms of his employment agreement as amended on March 24, 2015, payable over a two-year period as described in the employment agreement. Under the Separation Agreement, Mr. Nelson provides the Company a release of claims and reaffirms the standard two-year noncompete and nonsolicit provisions contained in his employment agreement. Mr. Nelson has met the definition of retirement set forth in his previously granted equity awards.

Steve Nelson is retiring from UnitedHealthcare after a successful tenure as its CEO, effective immediately

On February 12, 2019, the Board of Directors of UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) elected John H. Noseworthy, M.D. to serve as an independent director effective immediately. Dr. Noseworthy has not yet been appointed to any committees of the Board of Directors. Dr. Noseworthy is the former Chief Executive Officer and President of Mayo Clinic, the world renowned, non-profit healthcare organization. He retired at the end of 2018 after a 28 year career at Mayo Clinic, recognized by U.S. News and World Report as best in its honor roll of America’s top providers of care for patients with serious and complex health conditions. Mayo Clinic cares for patients from every state and 143 countries worldwide. Dr.

After nearly ten years of exceptional service as an independent director, on November 7, 2018, Kenneth I. Shine, M.D. informed the Company that, due to personal family interests, he has decided to retire. Dr. Shine’s decision is not the result of any disagreement with the Company or the Board. Dr. Shine intends to retire from the Board of Directors effective December 31, 2018.

On June 5, 2018, UnitedHealth Group (the "Company") entered into an amendment to its employment agreement with Marianne D. Short. The amendment provides (i) for purposes of calculating years of service for retirement eligibility in all current and future equity awards, Ms. Short will receive two and one half years of service credit for each year she remains employed with UnitedHealth Group after June 5, 2018, and (ii) clarifies Ms. Short will be deemed eligible for retirement if she is terminated by the Company without cause or if she resigns for good reason prior to otherwise becoming eligible for retirement. All other terms of the employment agreement are unchanged.

Larry Renfro to lead enterprise-wide growth priorities, future capability efforts On March 13, 2018, the Company announced that Larry Renfro, chief executive officer of Optum and vice chair of UnitedHealth Group, will head UnitedHealth Group’s enterprise-wide growth efforts, in his capacity as vice chair, and the global investment initiatives of Optum Ventures, effective July 1, 2018. Appointment of Andrew Witty as next Chief Executive Officer of Optum On March 13, 2018, the Company also announced that, effective July 1, 2018, Andrew Witty, currently a member of UnitedHealth Group’s board of directors, would replace Larry Renfro as chief executive officer of Optum. Witty is the former chief executive officer of GlaxoSmithKline plc and has served as member of the UnitedHealth Group board of directors since August 2017.

On February 13, 2018, the Board of Directors of UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) elected F. William McNabb III to serve as an independent director. Mr. McNabb has not yet been appointed to any committees of the Board of Directors. Mr. McNabb is the chairman of The Vanguard Group, Inc. He joined Vanguard in 1986. In 2008, he became chief executive officer; in 2010 he became chairman of the board of directors and the board of trustees of the Vanguard group of investment companies. He stepped down as chief executive officer at the end of 2017. Earlier in his career, he led each of Vanguard’s client facing business divisions. Mr. McNabb serves as the vice-chairman of the Investment Company Institute's board of governors; he was chairman from 2013 to 2016.

Election of Directors; Appointment of Certain Officers On August 15, 2017, the Board of Directors of UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) elected that David S. Wichmann, 54, would transition from his role as President to Chief Executive Officer (“CEO”) and become a director of UnitedHealth Group, all effective September 1, 2017. Also effective September 1, 2017, Stephen J. Hemsley, 65, will become Executive Chairman of the Board of Directors (the “Board”) of the Company, after having served as CEO of the Company for more than 10 years. Richard T. Burke will be the Board’s Lead Independent Director following his service as Independent Chairman for more than 10 years, further strengthening continuity during the transition and reinforcing the Company’s continued commitment to strong independent board leadership. Mr.

On August 4, 2017, the Board of Directors of UnitedHealth Group Incorporated (the “Company”) appointed Dr. Valerie Montgomery Rice and Sir Andrew Witty to serve as independent directors. Dr. Valerie Montgomery Rice is the President and Dean of the Morehouse School of Medicine, a medical school in Atlanta, Georgia, and has served in that capacity since 2014, and as the EVP and Dean from 2011 to 2014. 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 the 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.

On January 13, 2017, the Board of Directors of UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) elected Mr. Timothy P. Flynn to serve as an independent director. There are no arrangements or understandings between Mr. Flynn and any other person pursuant to which Mr. Flynn was appointed to serve on the Board of Directors. Mr. Flynn has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. At the time of this filing, Mr. Flynn has not yet been appointed to any committees of the Board of Directors. Mr. Flynn was the 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.

Appointment of CFO On June 7, 2016, the Board of Directors of UnitedHealth Group Incorporated (the “Company”) appointed John F. Rex, age 54, to the position of Chief Financial Officer of the Company. Prior to this appointment, Mr. Rex served as Executive Vice President and Chief Financial Officer of Optum, a position that he has held since March 2012. Prior to joining Optum in 2012, Mr. Rex spent over a decade in the financial services industry, most recently as a Managing Director at JP Morgan. In connection with his appointment, Mr. Rex entered into an amended and restated employment agreement setting forth the terms of his employment with the Company. The employment agreement provides that Mr. Rex will receive a base salary of $800,000 and will be eligible to receive an annual cash incentive award that has a target value of 115% of his base salary. Mr.