Charles Baker

About Charles Baker

Charles “Charlie” Baker (age 68) is an independent director of UnitedHealth Group (UNH), serving since 2023. He is President of the National Collegiate Athletic Association (NCAA) since March 1, 2023, and formerly served two terms as Governor of Massachusetts (2015–2023), with prior executive roles including CEO of Harvard Pilgrim Health Care and Executive in Residence at General Catalyst Partners . His board tenure includes Audit and Finance and Health and Clinical Practice Policies committees, with designation as an SEC “audit committee financial expert,” underscoring deep finance and health policy credentials .

Past Roles

Organization	Role	Tenure	Committees/Impact
Commonwealth of Massachusetts	Governor	Jan 8, 2015 – Jan 2, 2023	Led public health policy and oversight of large, complex public administration
General Catalyst Partners	Executive in Residence	Immediately preceding governorship (dates not disclosed)	Advised growth-stage companies; technology/process expertise
Harvard Pilgrim Health Care	Chief Executive Officer	Earlier in career (dates not disclosed)	Managed care leadership; finance and health care industry experience

External Roles

Organization	Role	Tenure	Board/Committees
National Collegiate Athletic Association	President	Mar 1, 2023 – Present	Nonprofit leadership; policy and regulatory insights
Public Company Boards	Current outside public directorships	None	N/A

Board Governance

Independence: The Board determined Baker is independent under NYSE rules and UNH’s Standards for Director Independence (no material relationships) .
Committees: Audit and Finance (member; audit committee financial expert) and Health and Clinical Practice Policies (member) .
Committee oversight scope:
- Audit and Finance: Financial reporting, internal controls, compliance/ethics, privacy and cybersecurity, AI governance, ERM, sustainability assurance; all members independent; Baker designated financial expert .
- Health and Clinical Practice Policies: Affordability, clinical quality/patient safety, health equity, regulatory/public policy oversight, ethical AI application; all members independent .
Attendance: In 2024 the Board held 15 meetings; all directors attended at least 75% and 97% of regularly scheduled meetings; all directors attended the 2024 annual meeting .
Lead independent director: Michele Hooper; robust independent board leadership structure .

Fixed Compensation

Component (2024)	Amount (USD)	Notes
Fees Earned or Paid in Cash	— (converted)	Baker elected DSUs in lieu of cash; see conversion table below
Stock Awards	$351,072	Includes quarterly DSUs and DSUs issued upon cash conversion; fair value per FASB ASC 718
All Other Compensation	$15,000	Company charitable matching
Total	$366,072	2024 director compensation total

Program design and reference values:

Annual cash retainer: $125,000; annual stock award: $225,000 (deferred stock units, DSUs; granted quarterly in arrears) .
DSUs vest immediately and must be held until board service completion or until ownership guidelines are met; dividend equivalents accrue in DSUs .
Directors may convert cash retainer into DSUs or common stock (if guideline met) .

2024 cash-to-DSU conversion detail (Baker):

Item	Amount
Cash converted to DSUs	$125,776
DSUs issued from cash conversion (shares)	244

Performance Compensation

Directors do not receive performance-based equity (no PSUs or options) and do not participate in annual incentive metrics; director equity is DSU-based and time-vested .

Director compensation-related policy metrics:

Policy/Metric	Value	Reference
Stock ownership guideline	5× annual cash retainer (directors)
Retention requirement	Hold all DSUs until service completion or guideline met
Hedging/short sales	Prohibited for directors
Pledging shares	Prohibited for directors
Clawbacks	Company-wide clawbacks (SEC/NYSE-compliant) and Board discretionary clawback for misconduct

Other Directorships & Interlocks

Current public company directorships: None .
Committee interlocks: UNH’s Compensation and Human Resources Committee disclosed no interlocks/insider participation in 2024 (contextual governance quality signal) .

Expertise & Qualifications

Audit committee financial expert (SEC definition) .
Skills matrix: corporate governance, finance, health care industry, large complex organizations, technology/business processes, political/health policy/regulatory; capital markets .
Public-sector executive leadership and managed care CEO background .

Equity Ownership

Item	Amount
Deferred Stock Units (DSUs) outstanding at 12/31/2024	799 DSUs
Shares pledged as collateral	None (pledging prohibited)
Hedging	Prohibited
Ownership guideline status	All directors complied or within 5-year window as of Apr 4, 2025

Governance Assessment

Board effectiveness: Baker strengthens oversight in finance and compliance as an audit committee financial expert; adds health policy and quality oversight via Health and Clinical Practice Policies .
Independence & attendance: Independent status, broad committee independence, and board-level attendance standards (97% overall; ≥75% for all directors) underpin engagement .
Alignment & incentives: Director pay is primarily DSU-based with immediate vesting but long holding/ownership requirements; prohibition on hedging/pledging and formal clawbacks reinforce alignment and risk controls .
Shareholder support signal: Strong election support at 2024 annual meeting (For: 757,436,895; Against: 2,181,976; Abstain: 949,402; broker non-votes: 64,513,987) .
Potential conflicts/related-party exposure: No related-party transactions disclosed for Baker; independence affirmed after review of relationships across directors (only specific third-party relationship noted relates to another director) .
RED FLAGS: None disclosed (no hedging/pledging; no related-party transactions; no performance-linked director pay that could compromise oversight) .

Shareholder Vote Detail (2024 Election)

Measure	Result
For	757,436,895
Against	2,181,976
Abstain	949,402
Broker Non-Votes	64,513,987