UNH » Topics » Elements of our Compensation Program

This excerpt taken from the UNH DEF 14A filed Apr 28, 2008.

Elements of our Compensation Program

The compensation program for the named executive officers consists of the following elements:

 

Element   Form  

Program
Element as a
% of Total

Program

  Targeted Percentile Range   At-Risk
Compensation
Base Salary   Cash   16 – 34%  

50th – 60th percentile

  No
Annual Cash Incentive   Cash   16 – 43%  

50th percentile

  Yes
Long-Term Cash Incentive Awards   Cash   8 – 17%  

60th – 80th percentile

(long-term cash and equity combined)

  Yes
Long-Term Equity Awards   Stock Appreciation Rights and/or, Restricted Stock  

0 – 57%

 

60th – 80th percentile

(long-term cash and equity combined)

  Yes
Health and Welfare Benefits   Indirect   1 – 2%   50th percentile   No
Executive Benefits and Perquisites   Indirect   less than 1%   Below 25th percentile   No
Retirement Benefits (401k and Deferred Compensation Match)   Deferred Cash   2 – 4%   Below 50th percentile   No
Post-Employment Compensation and Benefits  

Indirect and

Cash

  Not Applicable   Subject to Negotiated Employment Agreements   No

The percentages specified in the column “Program Element as a % of Total Program” above range from the lowest to the highest percentages for our named executive officers. Because Mr. Hemsley did not receive a long-term equity award in 2007, the percentages specified in that column have a range from 0 to 57 percent.

The form, proportion and value of the executive compensation elements are determined using a framework of compensation principles, peer group compensation practices and individual factors described above under “Process for Establishing the Executive Compensation Program” below.

Annual Cash Compensation. Annual cash compensation consists of base salary and annual cash incentive awards.

This excerpt taken from the UNH DEF 14A filed Apr 30, 2007.

Elements of the Compensation Program

The elements of our executive compensation program are base salary, annual cash incentive awards, long-term cash incentive awards, long-term equity awards, standard benefits and post-employment compensation (in the event of a triggering event under the applicable employment agreement). In considering and determining the amount, the form, and the balance among the elements, the Company considered the following guidelines in 2006:

 

   

Combined base pay and annual cash incentive targets will generally be positioned at or slightly above the median at peer group companies. Because annual cash incentive payments are specifically tied to earnings performance, exceptional performance for our shareholders will result in incentive payments that are above targeted levels.

 

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Long-term incentives consisting of cash and equity will result in a targeted total compensation opportunity that is above the median at peer group companies in order to further promote a performance-based culture in stronger alignment with shareholders.

 

   

The differential between the cash compensation of the CEO and the other most senior officers of the Company should be reduced.

 

   

Stock-settled SARs are now our preferred, but not exclusive, form of equity compensation because they closely align our executives’ interests with those of our shareholders.

 

   

Traditional employee benefits remain at the lower range of our peer group companies for senior executives.

 

   

Perquisites will be provided sparingly, if at all.

The Compensation Committee believes that the substantial majority of the total compensation opportunity of executive officers should be at-risk and payable only in the event of performance by executives that benefits the Company’s shareholders and other constituents. In 2006, annual and long-term cash incentive opportunities and equity-based compensation constituted approximately 80% of the total compensation opportunity of our executive officers.

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