Valerie Montgomery Rice
Director at UNH
Board
About Valerie Montgomery Rice, M.D.
Valerie Montgomery Rice is President and CEO of Morehouse School of Medicine (President since 2014; CEO since 2021), a renowned infertility specialist and women’s health researcher, and a member of the National Academy of Medicine. She is 63 and has served on UnitedHealth Group’s Board since 2017; she is independent under NYSE rules and currently chairs the Health and Clinical Practice Policies Committee and serves on the Compensation and Human Resources Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morehouse School of Medicine | President (2014–present); CEO (2021–present); Dean (2011–2021); EVP (2011–2014) | 2011–present | Led an academic medical institution; clinical and health equity leadership cited in UNH’s skills matrix |
| Meharry Medical College | Dean, School of Medicine; SVP of Health Affairs | Mar 2006 – Jun 2009 | Directed Center for Women’s Health Research (2005–2011) |
| National Institutes of Health | Council Member (NCATS); advisory councils for Minority Health & Health Disparities and Office of Research on Women’s Health | Not dated | Federal science policy and translational science oversight |
| Association of American Medical Colleges | Council of Deans administrative board | Not dated | Academic medicine governance |
External Roles
| Organization | Role | Timing | Notes |
|---|---|---|---|
| 23andMe Holding Co. | Director | Past five years | No current outside public directorships; past service noted |
| Current outside public boards | None | Current | UNH proxy lists no current public directorships |
Board Governance
- Committee assignments: Chair, Health and Clinical Practice Policies Committee; Member, Compensation and Human Resources Committee .
- Independence: Determined independent; Board reviewed Morehouse-related transactions and concluded no impairment to independence; Valerie was not directly involved .
- Attendance and engagement: Board held 15 meetings in 2024; directors attended 97% of regularly scheduled meetings; all directors attended the 2024 Annual Meeting. Directors are required to attend at least 75% of meetings .
- Committee activity levels: Health and Clinical Practice Policies Committee held 4 meetings; Compensation and Human Resources Committee held 5 meetings in 2024 .
- Governance scope: Her committee oversees health affordability, clinical care, patient safety, health equity, policy oversight, and ethical AI in health care .
Fixed Compensation
| Component | 2024 Program Value | 2024 Actual (Valerie) | Notes |
|---|---|---|---|
| Annual cash retainer | $125,000 | $0 (converted to DSUs) | Directors may convert cash to DSUs or stock; Valerie converted cash |
| Committee chair cash retainer (Health & Clinical Practice Policies) | $25,000 | $0 (converted to DSUs) | Chair fee level per program |
| Annual stock compensation (DSUs) | $225,000 aggregate; granted quarterly ($56,250/quarter) | $375,756 | DSU grants are quarterly in arrears, immediately vest, retained until end of service or guideline compliance |
| All other compensation | N/A | $48,506 | Charitable match ($15,000) and personal/home security services ($33,506) |
| Total | N/A | $424,262 | Sum of reported 2024 director compensation |
Performance Compensation
| Feature | Details |
|---|---|
| Performance-linked pay | Not applicable for non-employee directors; UNH provides DSUs as equity; no director performance metrics |
| DSU grant cadence and value | Issued quarterly in arrears; $56,250 per quarter; determined by dividing quarterly value by closing price on grant date; rounded up |
| Vesting and retention | DSUs vest immediately; directors must retain awards until board service completion or until stock ownership guidelines are met |
| Dividend equivalents | Paid as additional DSUs at same rate/time as shareholder dividends; subject to same vesting |
Other Directorships & Interlocks
- Current public boards: None .
- Past five-year public boards: 23andMe Holding Co. (director) .
- Compensation & HR Committee interlocks: None; neither Valerie nor other committee members served in roles creating interlocks during 2024 .
Expertise & Qualifications
- Clinical practice and health care industry expertise; oversight of large complex organizations; policy/regulatory experience; technology/business processes exposure. Skills matrix reflects her strengths in Clinical Practice and Health Policy/Regulatory domains .
- Recognized as a renowned infertility specialist and women’s health researcher; member of National Academy of Medicine .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (as of Apr 4, 2025) | 6,256 shares; includes 5,856 vested DSUs considered owned under guidelines |
| DSUs outstanding (Dec 31, 2024) | 5,652 DSUs |
| Shares outstanding (for % calc) | 910,223,791 shares |
| Ownership as % of shares outstanding | ~0.00069% (6,256 / 910,223,791) |
Insider trading policy prohibits short sales, hedging, and pledging by directors; UNH reports all directors complied with stock ownership guidelines as of Apr 4, 2025 .
Governance Assessment
- Strengths for board effectiveness: Deep clinical and health equity expertise aligned with Health and Clinical Practice Policies remit; leadership of committee overseeing affordability, clinical quality, policy, and responsible AI—directly relevant to UNH risk oversight footprint . Independence affirmed despite nominal transactions with Morehouse; not directly involved, amounts well below related-party materiality thresholds under UNH’s policy .
- Alignment signals: Converts cash retainers to DSUs; holds vested DSUs; meets director stock ownership guidelines (5x cash retainer within five years; all directors in compliance or within window) . Hedging/pledging prohibited, reinforcing alignment .
- Engagement: Board-wide attendance strong (97%); committee cadence (4 Health & Clinical; 5 Comp & HR) supports ongoing oversight in clinical quality, human capital, and compensation risk .
- Potential conflicts and red flags: Related-party exposure via Morehouse (UNH paid ~$1.4M for network services; Morehouse paid ~$483k to UNH for software/licenses); Board determined relationships normal course and non-impairing; Valerie not involved. No compensation committee interlocks. Personal/home security costs ($33,506) disclosed—common at large-cap issuers, but noted for transparency .
- Shareholder sentiment: Say-on-Pay support at 96% in 2024 indicates broad investor confidence in compensation governance overseen by the committee she serves on .