Christopher Zaetta
Chief Legal Officer and Corporate Secretary at UNH
Executive
About Christopher Zaetta
Executive Vice President, Chief Legal Officer and Corporate Secretary of UnitedHealth Group (UNH) since May–June 2024; age 53 . Previously Optum’s Chief Legal Officer (2020–2024), Vice President at Johnson & Johnson, and earlier held multiple UNH legal leadership roles (Head of Litigation; General Counsel of government businesses, 2011–2019) . Company performance context during his tenure and immediately prior: 2024 revenues $400.3B, ROE 15.9%, and 5‑year total shareholder return 83% . UNH’s executive compensation program received 96% support in the 2024 say‑on‑pay vote, with the 2025 vote passing 451.2M for vs 299.2M against .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| UnitedHealth Group | Executive Vice President, Chief Legal Officer and Corporate Secretary | 2024–present | Appointed to succeed former CLO; effective June 4, 2024 |
| Optum (UnitedHealth Group) | Chief Legal Officer | Sep 2020–May 2024 | Led Optum’s legal function across health services, technology, PBM businesses |
| Johnson & Johnson | Vice President | Pre‑2020 | Senior legal leadership at a global pharmaceutical company |
| UnitedHealth Group | Head of Litigation; General Counsel, Government Businesses | May 2011–Sep 2019 | Led enterprise litigation; legal oversight for gov’t segments |
External Roles
No public company board service disclosed in filings reviewed.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base salary rate (2024) | $825,000 | Established upon becoming NEO in 2024 |
| Salary earned (2024) | $748,077 | Partial year as NEO |
| Target annual bonus % of salary (2024) | 125% | Company‑wide NEO framework |
| Target bonus value (2024) | $1,031,250 | Based on base salary rate |
| Actual bonus paid (2024) | $890,000 | 86% of target |
| Bonus deferred (2024) | $267,000 | Deferred under Executive Savings Plan |
Performance Compensation
Annual Incentive Plan Mechanics and 2024 Outcomes (Company-level)
| Metric | Weight | Threshold | Target | Maximum | 2024 Adjusted Performance |
|---|---|---|---|---|---|
| Revenue | 30% | $381.3B | $401.4B | $421.5B | Between target and maximum |
| Operating Income | 30% | $31.1B | $36.6B | $42.1B | Between threshold and target |
| Cash from Operations | 15% | $26.4B | $31.0B | $35.7B | Between threshold and target |
| Stewardship (NPS Index, NPS Market Gap, EXI) | 25% | Combined thresholds vs 2023 | Combined targets vs 2023 | Combined maximums vs 2023 | Mixed: absolute NPS/EXI between threshold and target; relative NPS between target and max |
| Individual Payout | Target % of Salary | Target $ | Actual Paid $ | Paid % of Target |
|---|---|---|---|---|
| Christopher Zaetta (2024) | 125% | $1,031,250 | $890,000 | 86% |
Notes:
- Cyberattack impacts were not excluded from results when determining payouts for 2024 bonuses; CEO requested an additional reduction for his payout; NEO payouts were below target .
Long-term Incentives (Design)
- PSUs: 3‑year performance period with cliff vest; equally weighted on cumulative Adjusted EPS and average ROE (0–200% payout); double‑trigger change‑in‑control vesting .
- RSUs: 4‑year ratable vesting; double‑trigger change‑in‑control vesting .
- Stock options: non‑qualified, 4‑year ratable vesting; value only if stock appreciates; double‑trigger change‑in‑control vesting .
Equity Grants (2024) and Vesting
| Award Type | Grant Date | Target Units / Details | Grant-date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Performance Shares (PSUs) | 2/21/2024 | 2,874 target units | $1,500,142 | 3‑yr cliff; performance‑based |
| RSUs | 2/21/2024 | 1,437 units | $750,071 | 4‑yr ratable |
| Stock Options | 2/21/2024 | 5,449 options @ $521.97 strike; exp. 2/21/2034 | $750,055 | 4‑yr ratable |
| Performance Shares (PSUs) | 6/3/2024 | 2,011 target units | $1,000,352 | 3‑yr cliff |
| RSUs | 6/3/2024 | 1,006 units | $500,425 | 4‑yr ratable |
| Stock Options | 6/3/2024 | 3,748 options @ $497.44 strike; exp. 6/3/2034 | $500,021 | 4‑yr ratable |
Outstanding Equity at 2024 Fiscal Year‑End (Selected)
| Options Grant | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 2/21/2024 | — | 5,449 | 521.97 | 2/21/2034 |
| 6/3/2024 | — | 3,748 | 497.44 | 6/3/2034 |
| 2/23/2023 | 1,279 | 3,837 | 491.69 | 2/23/2033 |
| 2/14/2022 | 4,336 | 4,337 | 474.40 | 2/14/2032 |
| 2/22/2021 | 3,124 | 3,125 | 327.64 | 2/22/2031 |
| RSU Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|
| 2/21/2024 | 1,460 | $738,556 |
| 6/3/2024 | 1,018 | $514,965 |
| 2/23/2023 | 1,083 | $547,846 |
| 2/14/2022 | 1,100 | $556,446 |
| 2/22/2021 | 707 | $357,643 |
Equity Ownership & Alignment
| Holder | Direct Shares | Deemed Beneficial (60‑day vest/exercise) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Christopher Zaetta | 10,308 | 17,610 | 27,918 | <1% |
- Stock ownership guidelines: CEO 8x salary; execs who are CEO direct reports (incl. Optum/UHC CEOs) 3x; other execs 2x; all executive officers were in compliance as of April 4, 2025 .
- Retention: Section 16 officers must hold one‑third of net shares for at least one year post‑vesting/exercise .
- Hedging/pledging: Prohibited for directors and executive officers .
- RSUs carry dividend equivalents; PSUs do not; dividend equivalents on RSUs forfeited if underlying units do not vest .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (without Cause / for Good Reason) | 200% of annualized base salary + 200% of average last two calendar-year bonuses (or 200% of target if <2 years at UNH), plus $12,000 for benefit continuation; paid over 24 months; outplacement provided |
| Change‑in‑Control | Double‑trigger accelerated vesting for unvested RSUs and options; PSUs vest based on performance satisfied to date |
| Good Reason (examples) | Material reduction in salary/bonus targets; substantial diminution of duties; relocation >50 miles (specifics vary by exec); reporting relationship changes for certain execs |
| Non‑compete / Non‑solicit | 2 years post‑termination; attorney non‑compete subject to ABA Model Rules/state counterparts |
| Clawbacks | SEC/NYSE‑compliant clawback for erroneously awarded compensation; additional Board clawback for fraud/misconduct causing restatement, material detrimental conduct, or violation of restrictive covenants |
| Benefits | $2M supplemental life; long‑term disability at 60% of salary; standard benefits |
Deferred Compensation and Perquisites (2024)
| Item | Amount |
|---|---|
| Executive Savings Plan – contributions | $180,000 |
| Executive Savings Plan – aggregate balance (12/31/2024) | $492,991 |
| 401(k) matching contributions | $15,525 |
| Insurance premiums (company‑paid) | $5,520 |
| Executive security services | $213,107 |
Compensation Structure Analysis
- Strong equity emphasis: Target LTI delivered via PSUs (50%), RSUs (25%), options (25%), aligning pay with multi‑year drivers (AEPS, ROE, stock price) .
- Annual incentive includes non‑financial metrics (customer NPS, employee EXI), reinforcing stewardship; 2024 payouts reduced below target due to cyberattack impacts and broader performance .
- Governance safeguards (double‑trigger CIC; robust clawbacks; stock retention; anti‑hedging/pledging) mitigate misalignment and excessive risk‑taking .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay: 96% support in 2024 ; 2025 vote passed (For 451,227,441; Against 299,199,322; Abstain 1,688,325) .
- Compensation peer group includes diversified mega‑caps across managed care, pharma, tech, and financials (e.g., AAPL, AMZN, CVS, ELV, HUM, JNJ, JPM, MSFT, IBM, WFC) .
Investment Implications
- Alignment: Significant unvested PSUs/RSUs and ratable vesting across instruments create ongoing equity exposure and retention incentives; one‑third post‑vesting holding requirement dampens near‑term sell pressure .
- Selling pressure signals: Quarterly RSU/option vesting cadence and PSU cliff vest (2024–2026 cycle) imply periodic supply, partially mitigated by retention policy; current unvested RSUs total 5,368 units (multiple vintages) and options with staggered vesting through 2034 .
- Retention risk: Severance at 2x salary+bonus and double‑trigger CIC reduce exit friction; 2‑year non‑compete/non‑solicit adds protection; attorney carve‑out respects professional rules .
- Governance quality: Prohibitions on hedging/pledging, robust clawbacks, and PSU metrics tied to AEPS/ROE support pay‑for‑performance; 2025 say‑on‑pay vote suggests closer investor scrutiny vs 2024, but program remains approved .