UnitedHealth : Annual Shareholder FAQ

2025 Annual Meeting FAQs

Table of Contents

UHG CEO Transition 2

Executive Compensation 2

Other Leadership Changes 4

Financial Performance 4

Size and Scale of UHG 5

Business Model/Policy 6 Lawsuits 8 VBC 9 PBMs 10 TFAP 10 General Compensation 11 Say on Pay 12 Other Shareholder Resolutions 12 Executive Security 13 Cybersecurity 14 Board Composition 15 Succession Planning 15 DEI 16 Miscellaneous 16 Appendix 18 ‌UHG CEO Transition Steve's return as CEO

• Steve was CEO from 2006-2017 and has been chair of the Board of Directors since then. He knows the company well, and his combination of strategic vision and operational rigor and execution bias will help us return to performance delivery and value creation.

• We remain focused on doing the best we can for the people and customers we are privileged to serve.

• We have the right strategy and interconnected, patient-oriented businesses to generate sustainable value for our shareholders and other stakeholders, especially in the face of a health system that can be disconnected, inconsistent and inequitable.

• Our mission, our culture, our diverse business model, and our focus on societal return with our value-based care approaches have made meaningful progress to overcome these issues; our task now is to urgently execute more precisely along this path.

• We are also well along in critical efforts to drive innovation, breakthrough AI applications and distinctive consumer capabilities. These, and other modernization and simplification efforts, should play powerfully into our future.

  Board Chair/separation of CEO and Chair

• Steve has an excellent track record as board chair and as CEO, so the board felt at this unique moment it was in the company's best interest to have him in both roles.

• Additionally, the Board includes eight highly qualified independent directors, including a strong Lead Independent Director, who execute rigorous oversight of the Company's strategy, leadership and performance.

  Other candidates in addition to Steve

• Steve has an excellent track record as board chair and as CEO, so the board felt at this moment he was clearly and uniquely qualified to lead the company and deliver sustainable value creation for shareholders.

  Andrew leaving as CEO

• Andrew led UnitedHealth Group with compassion and dignity during some of the most challenging times any company has ever faced, and he stepped down for personal reasons. We are grateful he will continue to help and advise Steve Hemsley.

  Andrew's advisor role and exit package

• Andrew will serve as a senior adviser.

• His agreement with the company does not include special provisions triggered by his departure.

  Andrew's board seat

  On May 20, 2025, the board accepted Andrew's resignation as a director, effective immediately. Accordingly, Andrew will not stand for re-election as a director in connection with the company's 2025 annual shareholder meeting.

  ‌Executive Compensation CEO compensation

• Compensation of all our executive officers is heavily weighted toward equity and long-term incentives, helping align the interests of our executive officers and our shareholders.

  Hemsley compensation

• Steve Hemsley's total compensation is positioned at the median for CEOs of comparable companies and is substantially aligned with the interests of all company shareholders.

• The cliff vesting provision means the compensation package is overwhelmingly performance-based, and the value only materializes if the stock price increases, emphasizing the strong connection between executive compensation and shareholder value creation. The cliff-vesting feature of the option awarded also helps to ensure Mr. Hemsley is retained for a minimum of three years.

• Mr. Hemsley will receive no cash incentive compensation and no other equity compensation for the next three years. The only other compensation Mr. Hemsley will receive over the next three years is an annual base salary of $1 million, a cash compensation level well below peer compensation.

• During the first three years of employment, if Mr. Hemsley resigns or is terminated by UHG for cause, he will forfeit the options.

  Determining compensation Key message for both annual and long-term incentive payouts

• The Compensation Committee did not make any adjustments to the annual and long-term incentive plans that would have resulted in any benefit to management from the Change Healthcare cybersecurity incident or the $3.3 billion gain from portfolio refinement activities.

  Annual incentive payout below target this year

• Our 2024 operating income and cash flow from operations performance were mixed, with the performance of both metrics calculated between threshold and target performance levels set by the board.

• Similar to 2023, we also did not fully achieve our nonfinancial goals, specifically our Net Promoter System Index and Employee Experience Index targets, which measure consumer satisfaction and employee engagement, respectively.

• The Compensation and Human Resources Committee considered the 2024 business results, economic and market conditions, and other performance considerations - including impact of the cyberattack - and reduced 2024 bonus payouts below target for our executive officers.

  2022-2024 performance share payout below target this year

• UnitedHealth Group's compensation program is performance-based, with the board holding management to high performance standards, including setting rigorous cumulative AEPS and average ROE targets for UHG's performance share program.

• Our 2022-2024 cumulative adjusted earnings per share (AEPS) performance was calculated between threshold and target, then costs associated with the cyberattack were added back. This reduced adjusted EPS, resulting in a payout at 90% of target.

  CEO pay ratio decrease in 2024 to 348:1 from 352:1 in 2023

• The decrease in the CEO pay ratio was driven by a 13% increase in the median employee pay (increased from $67,000 to $76,000). The change in median pay was largely due to the divestiture of UHC's Brazil business.

  TSR in line with its peers

• We outperformed our peers in the S&P Health Care Index for each of the disclosed measurement periods. This result is reflected in our pay-versus-performance disclosure, our cumulative TSR performance for the year ended December 31, 2020, the two years ended December 31, 2021, the three years ended December 31, 2022, the four years ended December 31, 2023, and the five years ended December 31, 2024.

  Year-over-year changes in CAP

• A significant amount of our executive officer's compensation is market-driven and stock-based long-term compensation that is earned over multiple years only if our company and stock perform for shareholders.

• The SEC's required calculation methodology for CAP does not reflect the total compensation actually earned during the period and reflects, among other things, increases and decreases in the fair value of unvested stock compensation awards granted in years prior to the disclosed year.

  ‌Other Leadership Changes Potential for future changes

• The strength of this organization lies in our resilience, restlessness and the profound sense of compassion and accountability we feel to make health care work better for every person who needs it.

• We will continue to focus on building a deep bench of leadership talent. And we frequently transition top talent from one set of challenges and experiences to the next to develop their business acumen and broaden their leadership exposure.

• We will continue to remain focused on doing the best we can for the people and customers we are privileged to serve, and on executing on our mission so that we can return to growth in 2026.

  Recent changes

• Earlier this year, Patrick Conway was announced as the Optum CEO, and in January, Tim Noel was named UHC CEO.

• In May, Optum announced several leadership changes that included Krista Nelson transitioning to Optum COO, Roger Connor transitioning to Optum CFO, Jon Mahrt becoming Optum Rx CEO, and Dhivya Suryadevara becoming CEO of Optum Insight and Optum Financial.

  We have also strengthened operational and clinical leadership at Optum Health.

  ‌Financial Performance Updated guidance and outlook

• As you're aware, the company suspended its 2025 outlook on May 13, 2025.

• Right now, we are focused on improving our performance for the remainder of the year and into 2026. We expect to return to growth in 2026.

• We expect to share more information on our performance and outlook when we issue our second quarter results.

  Moving forward

• We remain focused on doing the best we can for the people and customers we are privileged to serve and on executing on our mission so that we can return to growth in 2026.

• We must and will work to better anticipate and address the factors we outlined back in April. We believe they are highly addressable as we look ahead to 2026.

• With disciplined and urgent execution and attention to detail, we expect a return to growth in 2026.

  Medicare Advantage

• The 2026 MA rate notice begins to reflect the rising use of care and the higher costs of care, which we've been seeing for some time. We believe this is a positive development that will ultimately bring some relief to seniors and indicates policymakers' understanding of the importance and the popularity of MA, which delivers higher quality care at lower cost.

• At the same time, it's important to remember that V28, IRA and changes to the Part D normalization methodology are, effectively, funding reductions for MA. We are still concerned about the potential for unintended consequences on seniors and the physicians who care for them - and especially for beneficiaries with chronic conditions and those dually eligible for Medicare and Medicaid.

• For UHC, our focus remains on a long-term, multiyear view grounded in a rational and metered response to the funding headwinds … and, consistent with our approach to date, we will continue to prioritize stability for beneficiaries as much as possible while also achieving margins within the historical range we've discussed.

• While we are experiencing more medical expenses than we predicted for 2025, the fundamentals of our business remain sound. Medicare Advantage is designed to give us an opportunity to learn and adjust each year. And that's exactly what we're doing.

• Teams across the company are already deep into 2026 product planning - building smart, strategic bids, refining our benefits, and locking in on the fundamentals that have made our Medicare products the best in the industry.

  Addressing MCR

• We are proactively addressing the higher MCRs through a combination of advanced analytics, preventive care initiatives, strategic partnerships and innovative solutions. These efforts are aimed at ensuring sustainable operations while delivering high-quality care to our members.

• A major focus for improvement will be our risk assessment and pricing disciplines. We have gotten some things wrong that we never should have, so we will be forensically examining our approach and quickly making improvements, including, most notably, a significant re-tooling of our efforts to ensure more precise and more accurate forecasting of care activity.

  Optum Health performance and growth

• We're proud seniors continue to choose Optum Health providers, care teams and clinics, with over 5 million fully accountable patients and a retention rate of over 90%.

• However, our performance clearly has been below expectations.

• We are taking actions proactively to identify and address the core issues. Collectively, we are confident these areas will contribute to stable performance over the balance of the year and, importantly, set us up for a much stronger 2026.

• In addition to the naming of Patrick Conway as the new CEO of Optum, we have made some additional appointments to strengthen our leadership bench:

  • Roger Connor has been appointed the chief financial officer role at Optum.

  • Krista Nelson, who was the COO of UHC and then ran our Community & State business, has transitioned to a new role as chief operating officer at Optum Health.

    ‌Size and Scale of UHG "Vertical integration"

• UnitedHealth Group comprises a fraction of the deeply fragmented U.S. health system. It's essential that we have sufficient capabilities to move beyond the dominant fee-for-service and transaction-based health system to a model that is proactive, outcomes-driven and enables people to stay healthy over the course of a lifetime. Our diversified business enables us to do just that while also creating sustainable value for all shareholders.

• The $5 trillion U.S. health system remains deeply fragmented and rooted in costly and inefficient fee-for-service models that put the burden of finding and navigating care squarely on the shoulders of the people who need help the most. The resulting lack of coordination too often results in less-than-optimal patient outcomes, higher mortality rates, poor patient experience, redundant care and waste.

• We're helping to accelerate the transition of the U.S. health care system from volume to value; moving beyond a transaction-based health system to a model that is designed to be proactive to help keep people healthy over the course of their lifetimes; and incentivizing care delivery organizations the right way. We support a model that rewards high-quality care, delivers better health outcomes and drives lower costs.