Wayne DeVeydt
Chief Financial Officer at UNH
Executive
About Wayne DeVeydt
Wayne S. DeVeydt is Chief Financial Officer of UnitedHealth Group, appointed effective September 2, 2025 (age 55 at appointment). He brings deep managed care finance and operating experience from Anthem (Elevance), Surgery Partners, Bain Capital, and PwC, and filed his initial SEC Form 3 as an officer on September 4, 2025 . As context for incentive alignment, UnitedHealth reported 2024 revenues of $400.3B (2023: $371.6B), adjusted EPS of $27.66 (GAAP diluted EPS $15.51), ROE 15.9%, and five‑year TSR of 83% through 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bain Capital | Managing Director & Operating Partner | 2022–2025 | Worked with portfolio companies on operational improvement and growth acceleration |
| Surgery Partners, Inc. | Chairman & CEO; later Executive Chairman | 2018–2020 (CEO); 2020–present (Executive Chair) | Expanded operational scale and financial performance of surgical services platform |
| Anthem (Elevance Health) | EVP & Chief Financial Officer; earlier CSO, CAO, Chief of Staff | 2007–2016 (CFO); joined 2005 | Led finance/strategy through multi-year managed care growth and regulatory complexity |
| PricewaterhouseCoopers LLP | Partner (Health Care focus) | Pre‑2005 | Led audit/consulting engagements in health care sector |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Centene Corporation | Director | 2022–present (as of appointment) | Managed care peer; potential interlock considerations typical in industry transitions |
| Bain Capital | Managing Director & Operating Partner | 2022–2025 | Employment role prior to UNH CFO appointment |
Fixed Compensation
| Component | Detail | Amount / Terms | Source |
|---|---|---|---|
| Base Salary | Annual | $1,000,000 | |
| Target Annual Bonus | % of base | 200% of base salary | |
| Annual Stock Award Target | Fair value | $10,000,000 (majority PSUs from 2026) | |
| Pro‑rated 2025 Stock | Fair value/mix | $3,000,000 total: $1.5M RSUs/NSOs (50/50), $1.5M PSUs (2026–2028 performance cycle) | |
| Sign‑on Cash Bonus | Cash | $1,200,000 (clawback if terminated for cause or resigns without good reason) | |
| Sign‑on Stock Award | Fair value/mix | $5,000,000: $2.5M RSUs and $2.5M NSOs | |
| Vesting – RSUs/NSOs | Time vesting | Ratable over 4 years | |
| Vesting – PSUs | Performance vesting | Cliff after 3 years (metrics: AEPS & ROE) |
Performance Compensation
| Metric | Weighting | Target | Actual (2024 company) | Payout/Vesting Notes |
|---|---|---|---|---|
| Revenue | 30% | $401.4B | Between target and maximum | Drives annual cash bonus pool; CFO bonus capped at 2x target; 2024 pool reduced due to cyberattack impact inclusion |
| Operating Income | 30% | $36.6B | Between threshold and target | As above |
| Cash Flow from Operations | 15% | $31.0B | Between threshold and target | As above |
| NPS Index (absolute) | Part of 25% “Stewardship” | 0.4 pts above 2023 (target) | Between threshold and target | Customer experience measure |
| NPS Market Gap (relative) | Part of 25% “Stewardship” | 1.3 pts above 2023 (target) | Between target and maximum | Relative NPS vs peers |
| Employee Experience Index (EXI) | Part of 25% “Stewardship” | 0.8 pts above 2023 (target) | Between threshold and target | Human capital metric |
| PSUs – Cumulative Adjusted EPS | 50% (LTI) | 2022–2024 target $71.80 | Actual $70.24 (adj.) | UNH PSUs formulaic; 2022–2024 cycle paid 90% of target; 2026–2028 cycle will follow same metrics |
| PSUs – Average ROE | 50% (LTI) | 24.8% | Actual 25.2% | Contributed to 90% payout for 2022–2024 cycle |
Notes: Annual plan allows defined adjustments; UNH included cyberattack costs in adjusted performance, lowering payouts; individual payouts can be adjusted by the Compensation Committee within the funded pool . 2024 CEO annual payout was 50% of target; other NEOs <100%. Structure applies to CFO role going forward .
Equity Ownership & Alignment
| Item | Status/Requirement | Detail | Source |
|---|---|---|---|
| Initial Beneficial Ownership | As of Form 3 (Sept 4, 2025) | Common Stock: 0 shares | |
| Stock Ownership Guideline | Multiple of salary | Executive officers who are direct reports to CEO: 3x base salary; 5‑year compliance window | |
| Retention Policy | Post‑vesting hold | Must retain one‑third of net shares acquired for at least one year | |
| Hedging/Pledging | Prohibited | No hedging, short sales, or pledging by directors/executive officers | |
| Award Mix & Settlement | Equity only | All LTI awards denominated and settled in stock | |
| Ownership Compliance | Timing | New executives typically have 5 years to comply; Wayne’s initial Form 3 shows 0 shares at start |
Employment Terms
| Term | Provision | Detail | Source |
|---|---|---|---|
| Role & Start Date | Appointment | CFO effective September 2, 2025 | |
| Severance (no cause/for good reason) | Cash multiple | 2x base salary + sum of last two annual bonuses | |
| Change‑in‑Control | Vesting | Double‑trigger: acceleration if CoC plus qualifying termination within 2 years | |
| Retirement Eligibility (stock awards) | Continued vesting | If retires after age 60 and after 5 years at UNH, outstanding awards continue to vest per schedules | |
| Restrictive Covenants | Non‑compete/other | Award agreements include restrictive covenants, including non‑competition; clawbacks apply | |
| Clawbacks | Two policies | Dodd‑Frank compliant recoupment; additional policy for misconduct, detrimental conduct, or covenant violations | |
| Tax gross‑ups | Practice | No excise tax gross‑ups; perquisites limited |
Governance & Shareholder Context
- 2024 Say‑on‑Pay support was 96% . At the 2025 Annual Meeting, advisory vote on executive compensation received 451,227,441 “For” vs 299,199,322 “Against” (1,688,325 abstain) .
- UNH prohibits hedging/pledging and requires stock retention; executive officers were compliant with stock ownership guidelines as of April 4, 2025 (new appointees have a compliance runway) .
Compensation Peer Group (Benchmarking frame used by UNH)
UNH benchmarks against 20 large U.S. companies across managed care, health care, technology, pharma, and financials, including Elevance Health, CVS Health, Humana, Centene, Cencora, Cardinal Health, Alphabet, Amazon, Apple, Microsoft, JPMorgan, Bank of America, Wells Fargo, Johnson & Johnson, Pfizer, IBM, McKesson, Walgreens Boots Alliance .
Investment Implications
- Compensation alignment: High at‑risk pay with majority equity and PSUs tied to AEPS and ROE supports shareholder alignment; annual plan adds customer (NPS) and human capital (EXI) metrics that can moderate payouts if non‑financial execution lags .
- Retention risk: Four‑year RSU/option vesting and three‑year PSU cycles, stock retention policy, and severance terms reduce near‑term departure risk; initial zero share ownership indicates multi‑year path to guideline compliance, increasing dependence on future vesting/awards .
- Trading signals: Prohibition on hedging/pledging and one‑year retention of net shares may limit near‑term selling following vests; double‑trigger CoC provisions avoid single‑trigger windfalls, reducing takeover‑related overhang .
- Execution risk: Prior CFO/CEO track across managed care and provider services suggests strong cost/operations focus during a period of higher medical cost trends and regulatory pressure; oversight metrics and clawbacks imply disciplined pay governance .