Paul Garcia
Director at UNH
Board
About Paul Garcia
Paul Garcia is an independent director of UnitedHealth Group, serving since 2021; he is the retired Chairman and CEO of Global Payments Inc. (1999–2014) and previously President & CEO of NaBanco (1982–1995). He is 72 years old, serves on the Audit and Finance Committee, and is designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Payments Inc. | Chairman & CEO | 1999–2014 | Led a public payments processor; board-level leadership |
| NaBanco | President & CEO | 1982–1995 | Operated electronic credit card processor; payments industry expertise |
| MasterCard International | Director | Not disclosed | Global payments network governance experience |
| The Dun & Bradstreet Corporation | Director | Past five years (not current) | Data/analytics governance exposure |
| West Corporation | Director | Past five years (not current) | Communications/services governance exposure |
| Truist Financial Corporation | Director | Past five years (not current) | Financial services oversight |
| Payment Alliance International, Inc. | Director | Past five years (not current) | Payments/services oversight |
External Roles
| Company | Role | Status | Committees/Notes |
|---|---|---|---|
| Deluxe Corp. | Director | Current | Public company board service |
| Repay Holdings Corp. | Director | Current | Public company board service |
Board Governance
- Committee assignments: Member, Audit and Finance Committee; designated audit committee financial expert; committee held 10 meetings in 2024. The committee oversees financial reporting, internal controls, compliance, cybersecurity, enterprise risk, financing/investing policies, sustainability assurance, and AI governance risk frameworks.
- Independence: The Board determined Garcia is independent under NYSE rules and Company standards; the Board is 80% independent with separate Chair and CEO and a Lead Independent Director.
- Attendance and engagement: In 2024 the Board held 15 meetings; directors attended at least 75% of meetings and 97% of combined Board/committee meetings; all directors attended the 2024 Annual Meeting. Directors routinely meet in executive sessions without management.
- Tenure and refreshment: Appointed in 2021; Board refresh included four directors since 2020; average tenure ~8 years.
- Conflicts and time commitment policy: Independent directors limited to no more than three other public boards; any proposed health care field transaction by a director or immediate family must be approved by the Governance Committee.
Fixed Compensation
| Compensation Element | Compensation Value ($) |
|---|---|
| Annual Cash Retainer | 125,000 |
| Annual Chair of the Board Cash Retainer | 220,000 |
| Annual Audit & Finance Committee Chair Retainer | 32,500 |
| Annual Compensation & HR Committee Chair Retainer | 25,000 |
| Annual Governance Committee Chair Retainer | 25,000 |
| Annual Health & Clinical Practice Policies Committee Chair Retainer | 25,000 |
| Annual Lead Independent Director Cash Retainer | 75,000 |
| Annual Stock Compensation Award (DSUs) | 225,000 aggregate fair value; issued quarterly ($56,250/quarter), immediate vest; retention until service completion or ownership compliance |
2024 actual director compensation for Paul Garcia:
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | — (converted to equity) |
| Stock Awards ($) | 351,567 |
| All Other Compensation ($) | 15,000 (charitable match) |
| Total ($) | 366,567 |
| Cash Conversion to Common Stock | 125,000 converted into 244 shares |
Performance Compensation
- Non-employee directors receive DSUs that vest immediately, issued quarterly (in arrears), with retention until service completion or until meeting stock ownership requirements; directors may elect to convert cash to DSUs or common stock (if ownership guidelines met). No performance metrics (e.g., revenue/EBITDA/TSR) are used for director equity awards.
| Performance Metric | Structure | Disclosure |
|---|---|---|
| None (Director equity is not performance-based) | DSUs granted quarterly; immediate vesting; retention requirements | Confirmed in proxy (no performance criteria tied to director awards) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Deluxe Corp. | Director | None disclosed with UNH | No related-party transactions involving Garcia disclosed |
| Repay Holdings Corp. | Director | None disclosed with UNH | No related-party transactions involving Garcia disclosed |
Related-Person Transactions are prohibited unless approved; the Governance Committee reviews for fair terms, independence impairment, and conflicts. Transactions solely due to director service at another organization and ordinary compensation are excluded. No Garcia-related transactions are disclosed.
Expertise & Qualifications
- Audit committee financial expert (SEC-defined), reflecting deep financial reporting, controls, and audit oversight competence.
- Long-tenured payments industry CEO with technology and operational acumen relevant to UNH’s data, cybersecurity, and AI oversight expanding within the Audit & Finance charter.
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | 4,716 | April 4, 2025 | Includes 2,246 shares held indirectly in trusts |
| DSUs outstanding | 1,398 | December 31, 2024 | DSUs vest immediately; dividend equivalents paid in DSUs |
| Vested DSUs counted for ownership guidelines | 1,512 | April 4, 2025 | Vested DSUs counted toward guidelines |
| Stock Ownership Guidelines | 5x annual cash retainer; 5-year compliance window | Current | All non-employee directors met requirements or have served <5 years |
| Hedging/Pledging | Prohibited for directors | Current | Per insider trading policy |
Governance Assessment
- Board effectiveness and independence: Garcia enhances financial rigor as an audit committee financial expert on a Board with separate Chair/CEO and strong oversight of AI, cybersecurity, and sustainability—positive for investor confidence. Attendance and engagement metrics (97% combined attendance; annual meeting attendance) and annual third-party evaluations indicate robust governance processes.
- Alignment: Garcia converted his entire 2024 cash retainer into common stock and received quarterly DSU grants, strengthening “skin-in-the-game” alignment; beneficial ownership includes direct and trust-held shares plus vested DSUs counted under guidelines.
- Conflicts/related-party exposure: No Garcia-related related-party transactions are disclosed; UNH maintains strict approval policies for health care field engagements and prohibits hedging/pledging, mitigating alignment risks.
- Time commitments: UNH limits independent directors to ≤3 other public boards; Garcia’s two current boards are within policy, reducing overboarding risk.
- Say-on-pay/Shareholder signals: UNH’s executive pay program received 96% support in 2024, reflecting a constructive governance environment and shareholder confidence.
RED FLAGS
- None identified for Garcia: no attendance shortfalls, no related-party transactions, no hedging/pledging, and no excessive outside board service disclosed. Continued monitoring of payments-industry board roles is prudent, but no UNH conflict signals are disclosed.