John Noseworthy
UNITEDHEALTH GROUPAbout John Noseworthy, M.D.
Independent director since 2019 (age 73). Former CEO and President of Mayo Clinic (retired Dec 2018); joined Mayo in 1990 and held senior clinical and governance roles (Chair of Department of Neurology; Chair of internal Board of Governors; Board of Trustees; Vice Chair of Rochester Executive Board). Editor-in-chief of Neurology (AAN journal) and former Health Governor of the World Economic Forum. No current outside public company directorships; served as a director of Merck & Co. within the past five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mayo Clinic | Chief Executive Officer & President | 2009–2018 (retired Dec 2018) | Led large, complex academic health system; governance leadership (Board of Governors Chair; Board of Trustees member) |
| Mayo Clinic | Chair, Department of Neurology; Medical Director, Development | Various (joined 1990) | Clinical leadership; operations and fundraising oversight |
| Neurology (AAN) | Editor-in-Chief | Not disclosed | Set editorial standards; advanced clinical evidence dissemination |
| World Economic Forum | Health Governor | Not disclosed | Global health policy engagement and thought leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Merck & Co. | Director | Past 5 years | Board service noted as within last five years |
| Public company boards | — | Current | None |
Board Governance
- Independence: Determined independent under NYSE rules; board found no material relationships impairing judgment .
- Committee assignments: Chair, Governance Committee; Member, Compensation and Human Resources Committee; Member, Health and Clinical Practice Policies Committee .
- Committee responsibilities (highlights):
- Governance (Chair): Director nominations, board/committee evaluations, director independence standards, sustainability oversight, political contributions policy and public policy/lobbying oversight .
- Compensation: Executive compensation policies and plans; director compensation oversight; stock ownership guidelines .
- Health & Clinical Practice Policies: Oversight of affordability, quality, patient safety, health equity, policy issues, and responsible AI application in health care .
- Committee meeting cadence (2024): Governance 5; Compensation 5; Health & Clinical Practice 4; Audit & Finance 10 (context) .
- Attendance and engagement: Board held 15 meetings in 2024; directors attended 97% of regularly scheduled meetings, and all attended the 2024 annual meeting .
- Board structure: Separate Chair and CEO; Lead Independent Director role codified; 80% independent directors; proxy access and majority voting with irrevocable resignation offers .
Fixed Compensation
- Program structure (non-employee directors):
- Annual cash retainer: $125,000; Committee Chair retainers: $25,000 (Governance, Compensation, Health & Clinical); Audit & Finance Chair: $32,500; Chair of Board cash retainer: $220,000; Lead Independent Director retainer: $75,000 .
- Annual stock award: $225,000 (deferred stock units, granted quarterly; $56,250 per quarter) .
- Cash may be converted into DSUs or common stock (if ownership guidelines met); dividend equivalents paid as DSUs; health coverage and limited matching charitable donations ($15,000 cap) .
- 2024 compensation (John Noseworthy):
- Fees earned or paid in cash: — (elected conversion)
- Stock awards: $375,756
- All other compensation: $15,000
- Total: $390,756 .
- Cash-to-DSU conversion: $151,053 converted into 293 DSUs in 2024 (alignment signal) .
Performance Compensation
- Director equity awards are DSUs; they vest upon grant and are retained until completion of service or until ownership requirements are met; no performance-conditioned equity for directors (no options/PSUs for directors) .
- Annual grant mechanism: Quarterly DSU grants determined by dividing $56,250 by closing price; directors can convert cash retainers into DSUs or stock (if guidelines met) .
- Recent DSU activity (Form 4):
- 2024: 1/2 (174 DSUs); 3/19 (19); 4/1 (192); 6/25 (22); 7/1 (190); 9/24 (19); 10/1 (161); 12/17 (24) .
- 2025: 1/2 (186 DSUs); 3/18 (24); 4/1 (180); 6/24 (42); 7/1 (288); 9/23 (39); 10/1 (261) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Merck & Co. (past 5 years) | Former director | No related-party transactions disclosed with Merck; board independence affirmed . |
| Current public boards | None | No interlocks; complies with UNH policy limiting outside boards . |
Expertise & Qualifications
- Deep clinical practice leadership and health care industry expertise; governance and policy experience; technology/business processes oversight; large complex organizations leadership capability as reflected in UNH’s director skills matrix .
- Corporate governance capability (Governance Committee Chair) and health policy/regulatory experience aligning with UNH’s strategic priorities (sustainability, AI oversight, political contributions policy) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of Apr 4, 2025) | 5,763 shares | Includes vested DSUs considered owned under guidelines . |
| Ownership % of shares outstanding | <1% | Table denotes “*” less than 1% . |
| DSUs outstanding (as of Dec 31, 2024) | 5,559 DSUs | Company table; dividend equivalents accrue as DSUs . |
| Stock ownership guideline | 5x annual cash retainer | Directors must comply within 5 years; all directors complied as of Apr 4, 2025 . |
| Hedging/pledging | Prohibited for directors | Insider trading policy prohibits hedging and pledging . |
| 2025 open-market purchase | 300 shares @ $312.1563 on May 14, 2025 | Form 4 purchase; post-transaction ownership 6,063 shares (alignment signal) . |
Insider Trades (Form 4 snapshot)
| Date | Type | Shares | Price | Post-transaction holdings | SEC link |
|---|---|---|---|---|---|
| 2024-01-02 | A (DSU grant) | 174 | 0.00 | 4,746 | |
| 2024-04-01 | A (DSU grant) | 192 | 0.00 | 4,957 | |
| 2024-07-01 | A (DSU grant) | 190 | 0.00 | 5,169 | |
| 2024-10-01 | A (DSU grant) | 161 | 0.00 | 5,349 | |
| 2024-12-17 | A (DSU grant) | 24 | 0.00 | 5,373 | |
| 2025-01-02 | A (DSU grant) | 186 | 0.00 | 5,559 | |
| 2025-03-18 | A (DSU grant) | 24 | 0.00 | 5,583 | |
| 2025-04-01 | A (DSU grant) | 180 | 0.00 | 5,763 | |
| 2025-05-14 | P (Open-market purchase) | 300 | 312.1563 | 6,063 | |
| 2025-07-01 | A (DSU grant) | 288 | 0.00 | 6,393 | |
| 2025-09-23 | A (DSU grant) | 39 | 0.00 | 6,432 | |
| 2025-10-01 | A (DSU grant) | 261 | 0.00 | 6,693 |
Director Compensation Details
| Element | Amount/Description |
|---|---|
| Annual cash retainer | $125,000 |
| Committee chair retainer | $25,000 (Governance, Compensation, Health & Clinical); Audit & Finance Chair $32,500 |
| Annual stock award | $225,000 DSUs; $56,250 per quarter; dividend equivalents in DSUs |
| Matching charitable donations | Up to $15,000 per director per year |
| 2024 DSUs held (year-end) | 5,559 DSUs (John Noseworthy) |
| 2024 conversion of cash to DSUs | $151,053 converted; 293 DSUs (John Noseworthy) |
| Ownership and retention | Required to hold all DSUs until service completion or until guidelines met; guideline = 5x cash retainer; all directors in compliance as of Apr 4, 2025 |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Outside board limits | UNH policy: directors may serve on no more than three other public company boards; CEO limited to one . |
| Current public company roles | None for Noseworthy . |
| Prior boards (last 5 years) | Merck & Co. . |
| Related party transactions | None disclosed for Noseworthy; board independence affirmed after review . |
Governance Quality & Shareholder Signals
- Independence and conflicts: Independence confirmed; insider policy prohibits hedging and pledging; related-person transactions policy in place; no Noseworthy-related transactions disclosed .
- Attendance: High overall board attendance (97%); all directors attended the annual meeting—supports engagement .
- Say-on-Pay trend: 2024 approval 96% (strong support) ; 2025 approval moderated (For 451,227,441; Against 299,199,322; Abstain 1,688,325; broker non-votes 59,836,956) — a watch item for compensation oversight by the Compensation Committee where Noseworthy serves .
- Shareholder proposal on golden parachutes: Rejected (For 94,676,898; Against 655,943,208; Abstain 1,494,982; broker non-votes 59,836,956); board maintains 2.99x cap policy and limited equity acceleration conditions .
Expertise & Qualifications
- Health care industry and clinical practice expertise; large complex organization leadership; corporate governance; policy/regulatory experience; technology/business processes understanding — attributes mapped in UNH’s skills matrix to Noseworthy .
Governance Assessment
- Strengths: Independent director with deep clinical and system governance background; Chair of Governance Committee with explicit sustainability and public policy oversight; active on Compensation and Health & Clinical committees; strong alignment shown via recurring DSU grants and an open-market purchase in 2025 .
- Alignment: Complies with stock ownership guidelines; retains DSUs; hedging/pledging prohibited—reduces misalignment risk .
- RED FLAGS: None evident in related-party transactions or attendance; monitor 2025 Say-on-Pay support moderation and ongoing compensation oversight (committee member) .
Citations:
All facts sourced from UnitedHealth Group 2025 DEF 14A and Form 8-Ks, and SEC Form 4 links as embedded above.