Michele Hooper
Lead Independent Director at UNH
Board
About Michele Hooper
Michele J. Hooper, age 73, is Lead Independent Director at UnitedHealth Group and has served on the Board since 2007; she was appointed Lead Independent Director in October 2021. She is President and CEO of The Directors’ Council, a governance advisory firm she co-founded in 2003, and is described by UNH as a nationally recognized corporate governance expert. Past operating roles include President/CEO of Stadtlander Drug Company (1998–1999) and Voyager Expanded Learning (1999–2000). She is independent under NYSE rules and the company’s Standards for Director Independence.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Directors’ Council | President & CEO | 2003–Present | Co-founded to improve board independence, effectiveness, diversity |
| Stadtlander Drug Company, Inc. | President & CEO | 1998–1999 | Led disease-specific pharmaceutical care provider through acquisition |
| Voyager Expanded Learning | President & CEO | 1999–2000 | Led developer of learning programs and teacher training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Airlines Holdings, Inc. | Director | Current | Current outside public directorship |
| PPG Industries, Inc. | Director | Past 5 years | Service within past five years |
Board Governance
- Lead Independent Director with robust duties: principal liaison to Chair; presides at meetings without Chair; calls independent director meetings; ex officio member of all Board committees; co-approves agendas/schedules; oversees information flow quality; assists with evaluations; interviews Board candidates; engages with shareholders/regulators where appropriate. Appointed October 2021.
- Committee assignments: Ex officio member of Audit & Finance, Compensation & Human Resources, Governance, and Health & Clinical Practice Policies committees; ex officio status means standing invitation to attend, not counted for quorum or voting.
- Independence: Board determined Ms. Hooper is independent under NYSE rules and UNH standards; eight of ten director nominees are independent.
- Board attendance: UNH’s Board held 15 meetings in 2024; directors attended 97% of regularly scheduled meetings and all directors attended the 2024 Annual Meeting. Directors are required to attend at least 75% of Board/committee meetings.
- Board structure signals: Separate Chair/CEO; Lead Independent Director; majority voting with irrevocable resignations; proxy access; prohibition on hedging/pledging; director time-limit of ≤3 other public boards; all directors in compliance with stock ownership guidelines as of April 4, 2025.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 125,000 | Standard non-employee director cash retainer |
| Lead Independent Director Cash Retainer | 75,000 | Additional retainer for LID role |
| Total Cash | 200,000 | Sum of base + LID retainer |
| Stock Awards (DSUs) | 225,791 | Aggregate grant-date fair value for quarterly DSUs (Apr 1, Jul 1, Oct 1, 2024; Jan 2, 2025) |
| All Other Compensation | 15,558 | Includes charitable match ($15,000) and health premiums ($558) |
| Total | 441,349 | Total 2024 director compensation |
Program design:
- Annual cash retainer paid quarterly; directors may elect conversion into DSUs or common stock (if ownership guidelines met).
- Annual DSU grants worth $225,000 issued quarterly in arrears; immediate vesting, retention until service completion or ownership guideline compliance; dividend equivalents in DSUs.
- Stock ownership guideline: 5× annual base cash retainer; compliance required within 5 years; UNH states all non-employee directors are in compliance or under 5 years of service.
Performance Compensation
Directors at UNH do not receive performance-based equity (no PSUs/options for directors); equity is delivered as DSUs tied to service, not to financial/ESG metrics. UNH’s director program has no annual bonus or performance metrics for non-employee directors.
| Metric Category | Design | Disclosure |
|---|---|---|
| Financial metrics (Revenue, EPS, TSR) | Not applicable to director compensation | None disclosed |
| ESG/Stewardship goals | Not applicable to director compensation | None disclosed |
| Equity vesting/performance | DSUs vest immediately, retained until service completion or guideline compliance | No performance hurdles for director DSUs |
Other Directorships & Interlocks
| Company | Relationship to UNH | Potential Interlock/Conflict |
|---|---|---|
| United Airlines Holdings, Inc. | External directorship | No UNH-related party transaction disclosed with United; UNH policy requires Governance Committee approval for any related-person transactions; none disclosed involving Ms. Hooper. |
| PPG Industries, Inc. | Prior external directorship | No interlock/conflict disclosed involving Ms. Hooper. |
UNH’s policies prohibit hedging and pledging by directors and require approval for related-person transactions; the proxy discloses specific related-party items (e.g., Morehouse School of Medicine, family employment) with no mention of Ms. Hooper, indicating no related-party exposure.
Expertise & Qualifications
- Corporate governance expert; extensive board leadership experience; finance, health care industry, policy/regulatory, capital markets competencies per Board skills matrix.
- Large complex organizations and technology/business processes exposure reflected across the Board; Ms. Hooper’s governance skillset aligns with UNH’s oversight priorities (risk, AI, sustainability).
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficially Owned Shares | 40,040 | As of April 4, 2025 |
| Vested DSUs counted under guidelines | 36,670 | Included in beneficial ownership per policy |
| DSUs Outstanding (12/31/2024) | 36,410 | As of year-end 2024 |
| Ownership % of Outstanding Shares | ~0.0044% | 40,040 ÷ 910,223,791 shares outstanding |
| Hedging/Pledging | Prohibited | Insider trading policy prohibits hedging and pledging for directors |
| Stock Ownership Guidelines | In compliance | All directors complied or are within 5-year window |
Governance Assessment
- Board effectiveness: Strong independence (80%), separate Chair/CEO, empowered LID role with defined responsibilities, and high attendance (97%) support robust oversight; Ms. Hooper’s LID position enhances independent challenge and information flow.
- Alignment: Director pay mix emphasizes equity DSUs and ownership (guideline 5× retainer), with retention requirement—positive for investor alignment; cash comp includes LID retainer, reflecting added responsibilities.
- Conflicts/related-party exposure: No disclosed related-party transactions involving Ms. Hooper; UNH maintains stringent related-person transaction approval, and prohibits hedging/pledging—reducing conflict risk.
- Signals: Shareholder support for executive compensation remained strong (96% Say-on-Pay in 2024), indicating broad investor confidence in UNH’s governance and pay oversight; although not director-specific, it reflects board-level compensation credibility.
RED FLAGS
- None specific to Ms. Hooper disclosed: no related-party transactions, no hedging/pledging, and attendance thresholds met; director compensation consistent with program; within public board service limits.