Timothy Flynn
Director at UNH
Board
About Timothy Flynn
Timothy P. Flynn (age 68) is an independent director of UnitedHealth Group, serving on the Board since 2017. He is the former Chairman of KPMG International (2007–2011) and previously served as Chairman (2005–2010) and CEO (2005–2008) of KPMG LLP (U.S.). He has been a trustee of the Financial Accounting Standards Board and a member of the World Economic Forum’s International Business Council and the International Integrated Reporting Council. At UNH, he chairs the Compensation and Human Resources Committee and sits on the Governance Committee. Current outside public directorship: Walmart Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG International | Chairman | 2007–2011 | Led global audit, tax, advisory network; deep audit/controls expertise relevant to UNH’s risk oversight and compensation governance . |
| KPMG LLP (U.S.) | Chairman; CEO | Chairman 2005–2010; CEO 2005–2008 | Oversaw U.S. firm operations; prior Vice Chair for Audit and Risk Advisory Services . |
| FASB | Trustee | Not disclosed | Financial reporting governance background supports pay design rigor and disclosure quality . |
| WEF International Business Council; IIRC | Member | Not disclosed | Global governance and reporting perspectives align with UNH’s sustainability and policy oversight . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Walmart Inc. | Director | Current | Only current public board; within UNH policy limiting directors to ≤3 other public boards . |
| Cargill, Inc. | Director | Current (private company) | Additional governance role outside public markets . |
| Alcoa Corporation | Director | Past 5 years | Prior public company directorship . |
| JPMorgan Chase & Co. | Director | Past 5 years | Prior public company directorship . |
Board Governance
- Independence: The Board determined Flynn is independent under NYSE and Company standards; 8 of 10 nominees are independent .
- Committee assignments: Chair, Compensation & Human Resources (5 meetings in 2024); Member, Governance (5 meetings in 2024) .
- Committee scopes:
- Compensation & Human Resources: Oversees executive pay, incentive plan risk, human capital, CEO employment terms/review, director pay programs and stock ownership guidelines .
- Governance: Board composition/refresh, independence standards, sustainability/political contributions oversight, governance processes and related risks .
- Attendance: Board held 15 meetings in 2024; all directors attended ≥75% of Board/committee meetings and the 2024 annual meeting; aggregate attendance 97% of regularly scheduled meetings .
- Leadership structure: Separate Chair/CEO; Lead Independent Director in place with robust duties; directors limited to ≤3 other public boards; one-share one-vote .
Fixed Compensation (Director Pay Program and 2024 Actuals)
Program structure (non-employee directors):
- Annual cash retainer: $125,000; Committee Chair retainers: $25,000 (Compensation), $25,000 (Governance); Annual stock award: $225,000 in DSUs granted quarterly; directors may elect to convert cash into DSUs or, if in compliance with ownership guidelines, into common stock .
2024 compensation for Timothy Flynn:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | — | Converted $151,053 of cash retainers into 293 DSUs . |
| Stock Awards | 375,756 | Includes quarterly DSUs and DSUs from cash conversion; immediate vesting; retained until service completion or meeting ownership guidelines . |
| All Other Compensation | 25,009 | Includes $15,000 charitable match and $10,009 health care premiums paid on his behalf . |
| Total | 400,765 | — |
Additional program details:
- DSUs granted quarterly at $56,250 per quarter (aggregate $225,000), vest immediately, with dividend equivalents in DSUs; retained until service ends or guidelines met .
- Directors may defer compensation under the Directors’ Compensation Deferral Plan; no Company match .
Performance Compensation
- Non-employee directors do not receive performance-based bonuses or options; equity is delivered as DSUs for service and alignment (no performance metrics) .
- As Compensation Committee Chair, Flynn oversaw an executive pay framework that refrained from excluding the financial impact of the Change Healthcare cyberattack from 2024 annual bonus and 2022–2024 performance share outcomes (contributing to below-target payouts), signaling discipline in pay-for-performance .
Other Directorships & Interlocks
| Company | Role | Committee Interlocks |
|---|---|---|
| Walmart Inc. | Director (current) | UNH discloses no Compensation Committee interlocks: none of the CHR members (Flynn, Montgomery Rice, Noseworthy) served as officers of UNH or had interlocking roles with other companies’ committees in 2024 . |
| Alcoa Corporation | Director (past 5 years) | No interlocks disclosed . |
| JPMorgan Chase & Co. | Director (past 5 years) | No interlocks disclosed . |
Expertise & Qualifications
- Skills matrix highlights Flynn’s strengths in corporate governance, finance, large complex organizations, technology/business processes, political/health care policy/regulatory, and capital markets .
- Background as former global chair and U.S. chair/CEO of KPMG and as FASB trustee supports financial reporting, incentive design, and risk oversight competence .
Equity Ownership
| Measure | Flynn |
|---|---|
| Beneficial ownership (shares) | 13,623 total; includes 4,500 held indirectly in a trust . |
| Vested DSUs considered owned (for guidelines) | 9,123 vested DSUs included in beneficial ownership calculation . |
| DSUs outstanding (12/31/2024) | 8,905 DSUs . |
| Ownership as % of shares outstanding | <1% . |
| Pledging/Hedging | Prohibited for directors under insider trading policy . |
| Ownership guidelines compliance | Directors must hold ≥5x annual cash retainer; all non-employee directors met requirements or are within 5 years—Flynn joined in 2017, so in compliance . |
| Retention policy | Directors must hold all DSUs until completion of service or until ownership guidelines met . |
Potential Conflicts & Related-Party Exposure
- Employment of family member: During 2024, a family member of “Tim” (Flynn) was employed by the Company; compensation was consistent with normal principles for the role. This is disclosed under “Employment of Family Members of Directors and Executive Officers” .
- Related-person transaction governance: A formal policy requires Governance Committee approval of related-person transactions; factors include fairness, independence impact, and conflict risk .
- No Compensation Committee interlocks disclosed for Flynn; CHR members were not Company officers and had no interlocking roles with other companies’ committees in 2024 .
- Hedging/pledging of UNH stock by directors is prohibited, reducing misalignment risks .
Director Compensation Program Context (Governance Signals)
- Director compensation structure reviewed in August 2024 against UNH’s peer group and large managed care peers; the Committee recommended no changes to cash or stock-based director pay—suggesting stability and restraint .
- Executive Say-on-Pay support at 2024 annual meeting was 96%, indicating strong shareholder endorsement of compensation governance during Flynn’s tenure as CHR Chair .
Governance Assessment
Strengths
- Independent director; chairs CHR and serves on Governance, aligning with his financial/governance expertise .
- Demonstrated pay discipline (no adjustment for cyberattack impacts in incentive outcomes) and robust use of independent compensation consultant (Pay Governance) with no other Company engagements .
- Strong alignment: substantial equity via DSUs; converted cash retainers into DSUs in 2024; complies with stringent stock ownership and retention policies; hedging/pledging prohibited .
Watch items / RED FLAGS
- Family member employment at the Company presents a potential appearance-of-conflict, though disclosed and governed under the Related-Person Transactions policy; no impairment to independence was indicated .
- “All Other Compensation” includes Company-paid director health premiums (modest in amount), which some investors scrutinize, though UNH discloses and quantifies these perquisites .
Overall implication for investor confidence: Flynn’s audit and governance pedigree coupled with his leadership of the CHR committee and strong shareholder support on Say-on-Pay indicate credible oversight of executive pay and human capital risk. The disclosed family employment is a manageable governance risk under UNH’s policy framework and does not appear to affect his independence designation .