• In today’s CEO Daily: Geoff Colvin on UnitedHealth Group’s controversial CEO pay package. • The big story: U.S.-China trade talks stall. • The markets: Mixed in the face of tariff uncertainty. • Analyst notes from UBS, Deutsche Bank, and Macquarie. • Plus: All the news and watercooler chat from Fortune.
Good morning. Geoff Colvin writing today. It has been quite a year for UnitedHealth Group (UHG)—and now in addition to myriad other troubles, UHG is adding a controversial CEO pay package to its plate.
The giant healthcare concern has seen an unprecedented loss of value recently. UHG is America’s largest healthcare company, No. 3 on the Fortune 500, but in April it reported a surprisingly terrible first-quarter performance. The stock price plunged, then kept plunging for weeks. CEO Andrew Witty resigned abruptly for unspecified personal reasons, and the board chairman, Stephen Hemsley, took over as CEO.
Hemsley, who turns 73 in June, will be trying to rescue the colossus he helped build as CEO from 2006 to 2017. While investors might have expected he would hold the job only until a new CEO is found, Hemsley and the board have other ideas. The highly unusual pay package they created for him shows how.
He will get a base salary of $1 million a year—big money but actually below the usual salary for CEOs of such large companies. More importantly, he would get a one-time $60 million grant of stock options, with a twist: He would get the payoff only if he remains CEO for three years. He would get no other stock-based awards in that period.
Shareholders will get to vote on that unconventional pay plan at UHG’s June 2 annual meeting. Institutional Shareholder Services (ISS), the largest firm that advises major shareholders on how to vote, advises they vote No. They cite a lack of performance criteria and the fact that the stock is so beaten down he might get a windfall for a mere share price rebound.
UHG struck back, sending shareholders an explanation of what ISS allegedly missed and why they should vote for Hemsley’s pay package. Bottom line, Hemsley and UHG will probably get the pay package they negotiated. ISS’s recommendations are taken seriously, but shareholders usually vote in favor of management.
Even if UHG loses the vote, which companies must hold by law, the result is non-binding and advisory only; the board of directors could simply ignore the shareholders’ wishes. In addition, UHG notes that ISS’s main competitor, Glass Lewis, is recommending shareholders vote in favor of Hemsley’s pay package.
Regardless of the outcome, the contested vote will be significant. It will raise the already high stakes for UHG, its directors, and for Hemsley.
More news below.
Contact CEO Daily via Diane Brady at diane.brady@fortune.com
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E.l.f. on how to warn consumers of price increases
E.l.f. Beauty CEO Tarang Amin told Fortune that customers were “quite positive” about the beauty company’s announcement that they would raise prices due to tariffs. “We’re not trying to pull anything over on anyone. This is exactly what we’re facing, and they understand,” Amin told Fortune.
Kohl’s reports earnings
Kohl’s reported losses per share and a loss in net sales for Q1 on Thursday, though both metrics weren’t as bad as Wall Street’s more pessimistic expectations. This was the retailer’s first earnings report since it fired CEO Ashley Buchanan in early May for violating company policies.
Trump got his tariffs back (for now)
A federal appeals court allowed the Trump administration to continue collecting tariffs under an emergency powers law for now, as his administration appeals a federal court order striking down the bulk of the president's signature set of levies.
U.S.-China trade talks stall
Treasury Secretary Scott Bessent told Fox News that negotiations between the United States and China are “a bit stalled” and may need to be resuscitated with a call between President Donald Trump and Chinese leader Xi Jinping. Two weeks ago the countries agreed to back down from tariff rates that constituted an effective trade embargo.
SEC drops Binance lawsuit
The SEC dropped its lawsuit against Binance and its billionaire founder Changpeng Zhao (aka "CZ"). Under the crypto-friendly Trump administration, it's the agency’s latest move to wind down Biden-era enforcement actions against the industry. CZ is seeking a pardon from Trump after spending four months in prison.
Ryanair CEO's big payday
After shares of the low-cost airline closed above €21 for the 28th consecutive calendar day yesterday, CEO Michael O’Leary became eligible for a €100-million ($114 million) bonus. It will be one of the biggest payouts for European public company executives in recent years.
Wall Street's 'Big, Beautiful' worry
Wall Street read through Trump's "Big, Beautiful Bill" and now is warning that a provision in the bill that allows the government to raise taxes on foreign investments in the U.S. could upend markets and hurt American industry. "This is a market-spooking event," one investor told the Financial Times.
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The markets
• The S&P 500 rose 0.4% Thursday. The index is up 0.5% YTD. • S&P futures were trading down 0.1% this morning. • The Stoxx Europe 600 was up 0.6% in early trading. • Asia was down: Japan was off 1.2%. Hong Kong also fell 1.2%. Shanghai was down 0.5%, and India’s Nifty 50 was off 0.2%. • May flowers: Barring a massive collapse today, U.S. markets are set to close May with strong gains. The S&P 500 is up some 6% for the month, while the Nasdaq has jumped 10% in the same period, and the Dow has risen about 4%. • Bitcoin was sitting up at $105,100 this morning.
From the analysts
• UBS on tariff uncertainty: "There is yet more uncertainty in the US economy. US President Trump appealed the ruling that their trade taxes were illegal. While this is decided, the taxes stay. There are thus three layers of uncertainty. Will the taxes survive? If they are illegal, will US companies and consumers get refunds? And are trade taxes today actually being collected? There is also uncertainty around how US companies will react to this uncertainty, especially with pricing," per Paul Donovan. • Deutsche Bank on rate cuts: "Trade wasn't the only game in town yesterday though with data moving markets as much as the trade headlines, and more so in the case of bonds. In particular, there was a notable bond rally after the weekly jobless claims were higher than expected, as that raised hopes that the Fed were still on track to cut rates this year. Initial claims rose to 240k in the week ending May 24 (vs. 230k expected)… Moreover, the updated Q1 GDP release saw the annualized pace of personal consumption growth revised to its lowest in seven quarters (+1.2% vs +1.7% initial), while pending home sales for April saw their biggest monthly fall since September 2022. So that immediately led investors to price in more rate cuts this year," per Jim Reid. • Macquarie unintended tariff consequences: "While seeking to abolish the broad-based reciprocal tariffs and the 'retaliatory' tariffs, the ruling by the US's Court of Int'l Trade yesterday may actually accelerate new, more rationalized, sector-based tariffs, and so more tariff 'surprises' may lay around the corner. There's also a judicial appeals process to come, which may overturn the CIT's ruling. Because of this, we caution against excessive displays of 'relief', especially in the USD," per Thierry Wizman et al.
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