Kristen Gil
Director at UNH
Board
About Kristen Gil
Kristen Gil (age 53) is an independent director of UnitedHealth Group, serving since 2022. She previously was Vice President and Business Finance Officer at Alphabet until January 2024, holding senior roles across business operations, strategy, and finance for Google Search, Maps, Research & AI, and Sustainability; earlier roles included Marketron International and McKinsey & Company. She serves on UNH’s Audit and Finance Committee and is designated an audit committee financial expert. Current public company directorships: none; past five years include Proofpoint.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alphabet, Inc. | Vice President, Business Finance Officer; senior roles in operations/strategy/finance (Search, Maps, Research & AI, Sustainability) | 2007–Jan 2024 | Deep technology, AI and finance expertise applied to large-scale platforms |
| Marketron International | Professional roles (not specified) | Pre-2007 (date not disclosed) | Software/media operations experience |
| McKinsey & Company | Professional roles (not specified) | Pre-2007 (date not disclosed) | Strategy and consulting grounding |
External Roles
| Company/Organization | Role | Tenure | Committees |
|---|---|---|---|
| Proofpoint, Inc. | Director | In the past five years (dates not disclosed) | Not disclosed |
| Current public company boards | None | — | — |
Board Governance
- Independence: The Board determined Gil is independent under NYSE rules and UNH’s Standards for Director Independence.
- Committee assignments: Audit and Finance Committee member; designated audit committee financial expert. The committee met 10 times in 2024.
- Committee mandates touching her remit: Oversight of financial reporting, internal controls, compliance/ethics, privacy, cybersecurity, and governance of artificial intelligence risk and frameworks.
- Board attendance: In 2024, the Board held 15 meetings; all directors attended at least 75% of meetings, with 97% attendance across regularly scheduled meetings. All directors attended the 2024 Annual Meeting.
- Stock ownership/retention policies for directors: Must hold shares equal to 5x base cash retainer within five years; directors must retain DSUs until service completion or until meeting ownership guidelines; all directors are in compliance or within five years of appointment. Hedging and pledging by directors are prohibited.
Fixed Compensation
| Compensation Element | Program Detail | 2024 Amounts (Gil) |
|---|---|---|
| Annual cash retainer | $125,000; payable quarterly; directors can elect DSUs or common stock in lieu if guidelines met | Converted $125,000 into 244 common shares; “Fees Earned in Cash” shows “—” due to conversion |
| Equity (DSUs) | Annual DSUs with aggregate fair value $225,000, granted quarterly in arrears; immediate vesting, retained until service completion or guideline compliance | Stock awards (includes DSUs and cash-for-stock conversions): $351,567 |
| Other compensation | Charitable match up to $15,000; health coverage; personal/home security per policy | All other comp: $163,202 (includes $15,000 charitable match, $13,963 health premiums, $134,239 security) |
| Total 2024 director compensation | — | $514,769 (Gil) |
Performance Compensation
- Directors do not receive performance-based equity; annual DSUs vest immediately and are retained per guidelines; no performance metrics (e.g., revenue, EPS) are tied to director pay (these apply to executives, not directors).
| Performance Metric | Target/Payout Structure | Applicable to Director Pay |
|---|---|---|
| Financial/operational metrics (Revenue, Operating Income, Cash Flow, NPS, EXI) | Used in executive annual incentives; not part of director compensation | Not used for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (5-year lookback) | Proofpoint, Inc. |
| Interlocks/related-party exposure | None disclosed involving Gil; independence affirmed after related-party review |
Expertise & Qualifications
- Audit/Finance: Audit committee financial expert; finance skillset.
- Technology/business processes and direct consumer markets: Skills matrix attributes include Technology/Business Processes, Social Media/Marketing, Direct Consumer Markets, Large Complex Organizations.
- Governance: Board-level corporate governance experience.
| Skill Area | Gil |
|---|---|
| Finance | Yes |
| Technology / Business Processes | Yes |
| Social Media / Marketing | Yes |
| Direct Consumer Markets | Yes |
| Large Complex Organizations | Yes |
| Corporate Governance | Yes |
| Health Care Industry | Not indicated in matrix |
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Apr 4, 2025) | 1,661 shares (includes 950 vested DSUs considered owned; also 110 shares held indirectly in trust); less than 1% of shares outstanding |
| DSUs outstanding (Dec 31, 2024) | 946 DSUs |
| 2024 cash-to-stock conversion | 244 common shares from $125,000 cash converted |
| Ownership guidelines compliance | All directors complied or are within five years to comply; directors must hold DSUs until service completion or guideline compliance |
| Hedging/pledging | Prohibited for directors |
Governance Assessment
- Board effectiveness: Gil strengthens UNH’s Audit and Finance Committee with finance and technology credentials, aligned to oversight of AI, cybersecurity, and complex data/controls—areas critical to investor confidence post-industry cyber risks. She is an audit committee financial expert and independent.
- Alignment: Converted all cash retainer to common stock in 2024; DSU program requires retention, supporting skin-in-the-game and alignment.
- Engagement and attendance: Board achieved 97% attendance across regularly scheduled meetings and full annual meeting attendance; Audit and Finance met 10 times in 2024.
- Compensation and governance signals: Director pay structure (cash + DSUs) consistent with peers; no changes recommended after 2024 review. Company-wide say‑on‑pay support was 96% in 2024, reflecting shareholder confidence in compensation governance.
RED FLAGS
- Elevated personal/home security costs ($134,239) are unusual for independent directors but disclosed under UNH’s executive security policy; not indicative of related‑party conflict and within policy parameters.
- No hedging/pledging allowed and no related-party transactions disclosed for Gil, mitigating alignment/conflict concerns.
Net takeaway: Gil’s independence, audit financial expertise, and technology/AI oversight strengthen UNH’s board risk controls, while her full cash-to-stock conversion and DSU retention enhance ownership alignment—positive signals for governance quality and investor confidence.