DEF 14A of Cigna Group
Filed Mar 15, 2024 · FY20230001739940-24-000010
Director Nominees
Director Nominees
Director Nominees
| | | | Committee Membership | | | | | | | Name and Title | Director Since | Independent | Audit | Compliance | Corporate Governance | Finance | People Resources | Executive | | David M. Cordani Chairman and Chief Executive Officer of The Cigna Group | 2009 | | | | | | | | | William J. DeLaney Former Chief Executive Officer of Sysco Corporation | 2018 | l | l | | l | | | | | Eric J. Foss Former Chair, President, and Chief Executive Officer of Aramark | 2011 | l | | | | | l | l | | Retired Maj. Gen. Elder Granger, M.D. President and Chief Executive Officer of THE 5Ps, LLC | 2018 | l | | | l | | | l | | Neesha Hathi Head of Wealth and Advice Solutions of The Charles Schwab Corporation | 2021 | l | l | | | l | | | | George Kurian Chief Executive Officer of NetApp, Inc. | 2021 | l | | l | | | l | | | Kathleen M. Mazzarella Chair, President, and Chief Executive Officer of Graybar Electric Company, Inc. | 2018 | l | | | | l | | l | | Mark B. McClellan, M.D., Ph.D. Director, Duke-Robert J. Margolis, M.D., Center for Health Policy | 2018 | l | | l | l | | | | | Philip O. Ozuah, M.D., Ph.D. President and Chief Executive Officer of Montefiore Medicine | 2023 | l | | l | | | l | | | Kimberly A. Ross Former Chief Financial Officer of Baker Hughes Company | 2020 | l | | | | l | | l | | Eric C. Wiseman Lead Independent Director of The Cigna Group; Former Executive Chair, President, and Chief Executive Officer of VF Corporation | 2007 | l | | | | | | l | | Donna F. Zarcone Former President and Chief Executive Officer of The Economic Club of Chicago | 2005 | l | l | | | | | l | | | | | | | | l= MEMBER = CHAIR | | |
Director Nominees
| 6 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Election of Directors (Proposal 1)
Election of Directors (Proposal 1)
Election of Directors (Proposal 1)
| | The Board of Directors unanimously recommends that shareholders vote FOR each of the nominees. |
Election of Directors (Proposal 1)
Our Board has nominated the twelve directors named in this Proxy Statement for election at the Annual Meeting. Our Board is composed of individuals with expertise in fields relevant to The Cigna Group business; experience from different professions and industries; a diversity of age, race and ethnicity, gender, and global experience; and a range of tenures. Together, this diverse mix of skills and experience effectively supports our strategy. The role of the Board, its leadership structure, and its governance practices are described in “Corporate Governance Policies and Practices” below. This section identifies the director expectations and qualifications considered by the Board and the Corporate Governance Committee in selecting and nominating directors, describes the process for director nominations and elections, discusses recent board composition developments, details our commitment to diversity, and presents the biographies, skills, and qualifications of the director nominees.
Director Expectations and Qualifications
Director Expectations and Qualifications The Corporate Governance Committee, in consultation with the Board, has identified individual director expectations and qualifications that it believes every member of the Board should have. In addition, the Corporate Governance Committee has identified areas of expertise that are directly relevant to The Cigna Group’s business strategy in the short- and long-term, enable the Board to exercise its oversight function, and contribute to a well-functioning Board. In developing these areas of expertise, the Board also considered best practices among other large companies. The Board regularly reviews these identified areas of expertise to ensure they support the evolution of the Company’s strategy and the Board’s needs. The Corporate Governance Committee and the Board take into consideration these criteria and the mix of skills and experience as part of the director recruitment, selection, evaluation, and nomination process. Expectations and Qualifications of Every Director
Director Expectations and Qualifications
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Director Expectations and Qualifications
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 15 |
Areas of Expertise of our Director Nominees
Areas of Expertise of our Director Nominees The chart below identifies the balance of skills and qualifications each director nominee brings to the Board. Each director nominee brings his or her own unique background and range of expertise, knowledge, and experience, which we believe provides an appropriate and diverse mix of qualifications necessary for our Board to effectively fulfill its oversight responsibilities. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to oversee strategy, performance, culture, and risk at the Company.
Areas of Expertise of our Director Nominees
| | Business Leader | Finance | Global Operations | Health Services & Delivery Systems | Marketing & Consumer Insights | Regulated Industry/Public Policy | Risk Management | Technology - Strategy, Security and Operations | | David M. Cordani | | | | | | | | | | William J. DeLaney | | | | | | | | | | Eric J. Foss | | | | | | | | | | Elder Granger | | | | | | | | | | Neesha Hathi | | | | | | | | | | George Kurian | | | | | | | | | | Kathleen M. Mazzarella | | | | | | | | | | Mark B. McClellan | | | | | | | | | | Philip O. Ozuah | | | | | | | | | | Kimberly A. Ross | | | | | | | | | | Eric C. Wiseman | | | | | | | | | | Donna F. Zarcone | | | | | | | | |
Board of Directors’ Nominees
Board of Directors’ Nominees Upon the recommendation of the Corporate Governance Committee, the Board is nominating the twelve directors listed below for election to one-year terms to expire at the next annual meeting of shareholders. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. If a nominee becomes unavailable or unable to serve before the Annual Meeting, the Board may either reduce its size or designate another nominee. If the Board designates a substitute nominee, your proxy will be voted for the substitute nominee. Below are biographies, skills, and qualifications for each of the nominees. Each of the director nominees currently serves on the Board. The Board believes that the combination of the various experiences, skills, and qualifications represented by the nominees contribute to an effective and well-functioning Board and that the nominees possess the qualifications, based on the criteria described above, to provide meaningful oversight of The Cigna Group’s business and strategy.
Board of Directors’ Nominees
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 19 |
Board of Directors’ Nominees
| Age 58 Director Since 2009 Education MBA, University of Hartford; BBA, Texas A&M University Board Committees Executive (Chair) Prior Public Company Boards General Mills, Inc. | David M. Cordani Chairman and Chief Executive Officer | The Cigna Group Business Experience David Cordani was appointed Chairman of the Board in January 2022. He has served as The Cigna Group’s Chief Executive Officer since 2009 and President since 2008. Since joining The Cigna Group in 1991, Mr. Cordani has served in a number of senior leadership roles, including Chief Operating Officer; President, Cigna HealthCare; and Senior Vice President, Customer Segments and Marketing. During his tenure, The Cigna Group has grown into a Fortune 15 global health company with approximately 189 million customer and patient relationships and approximately 72,500 colleagues. Qualifications Mr. Cordani brings a deep understanding of customer engagement and brand building as well as of the critical role data analytics and digital capabilities play in the growth of the enterprise. He offers unique perspective and insight into the health services industry and the innovation of health delivery models, and he is actively engaged in public policy in furtherance of the mission of The Cigna Group. Mr. Cordani leads the organization in advancing its environmental, social, and governance (ESG) areas of focus, including expanding and accelerating efforts in support of sustainable health care, health equity, and enterprise diversity, equity, inclusion and equality. The Company’s progress has been recognized by a number of prominent organizations, including the Dow Jones Sustainability Indices for six consecutive years. Mr. Cordani is also the co-author of the best-selling book The Courage to Go Forward: The Power of Micro Communities. Mr. Cordani currently serves in various capacities with the Achilles International Freedom Team of Wounded Veterans, The Cigna Group Foundation, and the David and Sherry Cordani Family Foundation. Mr. Cordani is an Executive Committee member of America’s Health Insurance Plans (AHIP) and previously was appointed and served as Chair of the AHIP Board. With a commitment to international business relations, Mr. Cordani also served as Chairman of the U.S. Chamber of Commerce’s U.S.-Korea Business Council and on the U.S.-India Business Council Board of Directors. |
Board of Directors’ Nominees
| 20 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Board of Directors’ Nominees
| Age 68 Director Since 2018 Education MBA, University of Pennsylvania, Wharton Graduate Division; BBA, University of Notre Dame Board Committees Audit Corporate Governance Other Public Company Boards Union Pacific Corporation •Audit Committee •Compensation and Benefits Committee Past Public Company Directorships Express Scripts Holding Company Sanmina Corporation Sysco Corporation | William J. DeLaney Former Chief Executive Officer | Sysco Corporation Business Experience William DeLaney served as Chief Executive Officer of Sysco Corporation (Sysco), a food marketing and distribution company, from March 2009 until his retirement in December 2017. Previously, Mr. DeLaney served as President of Sysco from March 2010 to January 2016, served as Executive Vice President and Chief Financial Officer from July 2007 to October 2009, and held multiple corporate and operating positions of increasing responsibility throughout his 29-year career with Sysco. Qualifications Mr. DeLaney has broad and deep leadership experience, having led Sysco, a large, complex, global organization, as Chief Executive Officer and Chief Financial Officer through a decade of significant growth and customer-centric-driven change. Mr. DeLaney brings deep financial and risk expertise from his tenure as Sysco’s Chief Financial Officer, where he oversaw accounting, financial operations, and financial reporting matters. In addition, his leadership roles with Sysco provided him with a strong background in business mergers and acquisitions, restructuring, strategic planning, supply chain management, and global technology operations oversight. In addition to his corporate work, Mr. DeLaney previously served as an active member of his community through his involvement with the Center for Houston’s Future and the Greater Houston Partnership. |
Board of Directors’ Nominees
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 21 |
Board of Directors’ Nominees
| Age 65 Director Since 2011 Education BS, Ball State University Board Committees Finance (Chair) Executive People Resources Other Public Company Boards Primo Water Corporation •Audit Committee •ESG and Nominating Committee Past Public Company Directorships Aramark (Chair) Diversey, Inc. (Non-Executive Chair) Pepsi Bottling Group (Chair) Selina Hospitality PLC (Non-Executive Chair) UDR, Inc. | Eric J. Foss Former Chair, President, and Chief Executive Officer | Aramark Business Experience Eric Foss served as President and Chief Executive Officer of Aramark, a provider of food services, facilities management, and uniform services, starting in May 2012. He also served as Aramark Chair of the Board starting in February 2015 until his retirement in August 2019. He served as Chief Executive Officer of Pepsi Beverages Company, a beverage manufacturer, seller, and distributor and a division of PepsiCo, Inc., from 2010 until December 2011. He was the Chair and Chief Executive Officer of The Pepsi Bottling Group, Inc., from 2008 until 2010, President and Chief Executive Officer from 2006 until 2008, and Chief Operating Officer from 2005 until 2006. Qualifications As Chief Executive Officer of both Aramark and The Pepsi Bottling Group, he led each company’s initial public offerings, giving him a deep knowledge of the capital markets and prudent risk management while creating strong stakeholder value. While leading Aramark, Mr. Foss gained significant experience in managing the operations of a global business with risk management, strategic planning, transactions, technology, and financial oversight. He also delivered increased shareholder value by improving customer loyalty and building a diverse, inclusive and engaged workforce. During his tenure, Aramark received several recognitions, including being named to Fortune magazine’s World’s Most Admired Companies list, to DiversityInc’s Top 50 Employers list, and as a Best Place to Work by the Human Rights Campaign and the Disability Equality Index. Mr. Foss also serves on the National Board of Directors for the Back on My Feet Foundation. |
Board of Directors’ Nominees
| 22 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Board of Directors’ Nominees
| Age 70 Director Since 2018 Education M.D., University of Arkansas School of Medicine; BS, Arkansas State University Board Committees Compliance (Chair) Corporate Governance Executive Other Public Company Boards Better Therapeutics, Inc. •Audit Committee DLH Holdings Corporation •Cybersecurity, Technology and Medical Research Committee (Chair) •Management Resources and Compensation Committee Past Public Company Directorships Cerner Corporation Express Scripts Holding Company | Retired Maj. Gen. Elder Granger, M.D. President and Chief Executive Officer | THE 5Ps, LLC Business Experience Retired Army Major General Elder Granger, M.D., has served as the President and Chief Executive Officer of THE 5Ps, LLC, a health care, education, and leadership consulting firm, since August 2009. He served in the U.S. Army for more than 35 years before retiring in June 2009, and he was the Deputy Director and Program Executive Officer of TRICARE Management Activity, Office of the Assistant Secretary of Defense (Health Affairs), in Washington, D.C., from December 2005 to June 2009. Qualifications General Granger is board certified by the American Association for Physician Leadership, American College of Healthcare Executives, American Board of Medical Quality, and the American Board of Internal Medicine. He is also a National Association of Corporate Directors (NACD) Certified Director and was recognized by NACD in 2022 as part of the NACD Directorship 100. He holds a Certificate in Cybersecurity Oversight from Carnegie Mellon University, is certified in Healthcare Compliance by the Healthcare Compliance Association, and is a Certified Compliance Officer by the American Association of Professional Coders, in addition to holding numerous medical certifications. General Granger has extensive experience in health care management and operations, including health policy, planning, budgeting, and execution related to the health program for uniformed service members around the globe through his tenure with TRICARE. General Granger has unique leadership and policy experience through his 35-year career with the U.S. Army. |
Board of Directors’ Nominees
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 23 |
Board of Directors’ Nominees
| Age 50 Director Since 2021 Education MBA, University of California; BS, University of Michigan Board Committees Audit Finance Other Public Company Boards N/A | Neesha Hathi Head of Wealth and Advice Solutions | The Charles Schwab Corporation Business Experience Neesha Hathi has served as Head of Wealth and Advice Solutions of The Charles Schwab Corporation (Charles Schwab), a financial services company, since 2022. Over the course of her 18-year career with Charles Schwab, Ms. Hathi has held positions of increasing responsibility. Notably, she was Chief Digital Officer from 2017 to 2022, during which time she was responsible for digital transformation, business innovation, and data and analytics. Prior to that role, she served as Executive Vice President of Investor Services Platforms, Strategy and Client Experience, from 2016 to 2017, as Senior Vice President of Advisor Services and Chief Operating Officer of Schwab Performance Technologies from 2012 through 2016. Qualifications Ms. Hathi has been broadly recognized across the financial services industry for her digital expertise and transformative leadership, and she speaks frequently at industry events to provide thought leadership on digital transformation and related topics. In 2021, InvestmentNews named her among the top Icons & Innovators who have shaped and transformed the financial advice profession. Business Insider named her one of the 10 People Transforming Investing in 2020, and she was listed among the Top Women in WealthTech by Think Advisor in 2019. Ms. Hathi serves on the Advisory Board of the Morrison Center for Marketing & Data Analytics at the University of California, Los Angeles, as well as The Charles Schwab Foundation. |
Board of Directors’ Nominees
| 24 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Board of Directors’ Nominees
| Age 57 Director Since 2021 Education MBA, Stanford University; BS, Princeton University Board Committees Compliance People Resources Other Public Company Boards NetApp, Inc. | George Kurian Chief Executive Officer | NetApp, Inc. Business Experience George Kurian has served as Chief Executive Officer of NetApp, Inc. (NetApp), a cloud-led, data-centric software company, since 2015. He was NetApp’s President from 2016 through 2020; Executive Vice President, Product Development, from 2013 through 2015; and Senior Vice President, Software Group, from 2011 through 2013. Previously, Mr. Kurian held various roles at Cisco Systems, Inc., a technology company, having served as Vice President and General Manager, Application Networking and Switching Technology Group, from 2009 to 2011; Vice President and General Manager, Application Delivery Business Unit, from 2005 to 2009; and Vice President and General Manager, Video Networking Business Unit, from 2002 to 2005. Qualifications Mr. Kurian brings significant leadership experience and a deep understanding of business transformation, strategic planning, corporate growth and risk assessment on a global basis through his 10-year career with NetApp. He is well-versed in customer-oriented technology as a result of having led client service teams focused on helping companies advance strategy and operational initiatives and his background as an engineer. Mr. Kurian has spent more than 20 years in leadership positions at technology-focused companies, through which he has developed expertise in innovative technology and related operations. His extensive background and experience provide a deep understanding of how technology fits into a business from both an operational and strategic perspective. |
Board of Directors’ Nominees
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 25 |
Board of Directors’ Nominees
| Age 63 Director Since 2018 Education MBA, Webster University; BA, National Louis University Board Committees People Resources (Chair) Finance Executive Other Public Company Boards Core & Main •Audit Committee •Nominating and Governance Committee (Chair) Waste Management, Inc. (Non-Executive Chair) •Management Development and Compensation Committee •Nominating and Governance Committee (Chair) Past Public Company Boards Express Scripts Holding Company | Kathleen M. Mazzarella Chair, President, and Chief Executive Officer | Graybar Electric Company, Inc. Business Experience Kathleen Mazzarella has served as Chair of Graybar Electric Company, Inc. (Graybar), a North American distributor of electrical, communications, and data networking products and provider of related supply chain management and logistics services, since January 2013, as President and Chief Executive Officer since June 2012, and as a Director since January 2004. She is the first woman to lead Graybar since its founding in 1925. Qualifications Ms. Mazzarella previously served as Graybar’s Executive Vice President and Chief Operating Officer from December 2010 to June 2012. She joined Graybar in January 1980 and has held increasing roles of seniority, including Senior Vice President, Sales and Marketing, and Senior Vice President, Human Resources and Strategic Planning. Ms. Mazzarella has been instrumental in developing environmental, social, and governance (ESG) practices for Graybar and, as a member of the Board of Directors for Waste Management, focusing on driving sustainable operations that deliver innovation to customers. Under her leadership, Graybar has consistently invested in its community, actively cultivating an ownership culture, emphasizing integrity, inclusion, and opportunity, and it has earned recognition for its governance practices and as a top national workplace. Ms. Mazzarella is also a contributing author of Inside the Minds, a book on human capital management. Ms. Mazzarella serves as Co-Chair for Concordance First Chance Campaign and as a Board Member for Greater St. Louis, Inc. She is a 2022 recipient of the inaugural St. Louis Titan 100 and an inaugural winner of the Modern Distribution Management Women in Distribution Leadership Award in 2021. |
Board of Directors’ Nominees
| 26 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Board of Directors’ Nominees
| Age 60 Director Since 2018 Education Ph.D., Massachusetts Institute of Technology; M.D., Harvard-MIT Division of Health Sciences and Technology; MPA, Harvard University; BA, University of Texas Board Committees Compliance Corporate Governance Other Public Company Boards Alignment Healthcare, Inc. Johnson & Johnson •Regulatory Compliance & Sustainability Committee •Science & Technology Committee | Mark B. McClellan, M.D., Ph.D. Director | Duke-Robert J. Margolis, M.D., Center for Health Policy Business Experience Dr. Mark McClellan became the inaugural Director of the Duke-Robert J. Margolis, M.D., Center for Health Policy and the Margolis Professor of Business, Medicine, and Policy at Duke University in January 2016. He currently serves in various leadership and advisory capacities for the National Academy of Medicine, the University of Texas Dell Medical School, the Institute for Clinical and Economic Review, and other nonprofit organizations. He also was the founding Chair of the Reagan-Udall Foundation for the U.S. Food and Drug Administration (FDA). Dr. McClellan is a two-time recipient of the Kenneth Arrow Award for Outstanding Research in Health Economics. Qualifications Previously, Dr. McClellan served from 2007 to 2015 as a Senior Fellow in Economic Studies and as Director of the Initiatives on Value and Innovation in Health Care at the Brookings Institution. He was a member of the President’s Council of Economic Advisers and was White House Senior Director for Health Care Policy from 2001 to 2002. He also was the Deputy Assistant Secretary for Economic Policy for the Department of the Treasury from 1998 to 1999. Dr. McClellan served as Administrator of the Centers for Medicare & Medicaid Services for the U.S. Department of Health and Human Services from 2004 to 2006, where he oversaw implementation of the Medicare prescription drug benefit and the Medicare Advantage program. From 2002 to 2004, he served as Commissioner of the FDA, where he developed and implemented the Critical Path Initiative and other major reforms in regulatory policy. Additionally, Dr. McClellan was at the center of U.S. efforts to combat the COVID-19 pandemic and co-authored a road map detailing a comprehensive response and safe reopening. His work to respond to COVID-19 included focusing on virus containment and testing strategies; reforming health care toward more resilient models of delivering better, more equitable care and addressing public health challenges; accelerating the development of therapeutics and vaccines; and building a more robust global response to emerging infectious disease threats. |
Board of Directors’ Nominees
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 27 |
Board of Directors’ Nominees
| Age 61 Director Since 2023 Education Ph.D., University of Nebraska–Lincoln; M.D., University of Ibadan, Nigeria; MS, University of Southern California Board Committees Compliance People Resources Other Public Company Boards Organon and Co. •Environmental, Social and Governance (ESG) Committee | Philip O. Ozuah, M.D., Ph.D. President and Chief Executive Officer, Montefiore Medicine Business Experience Since 2019, Dr. Philip Ozuah has served as the President and CEO of Montefiore Medicine, the umbrella organization for the Albert Einstein College of Medicine and Montefiore Health System’s 13 member hospitals and 300 ambulatory sites. Dr. Ozuah has spent 32 years at Montefiore Medicine in positions of increasing responsibility, including President of Montefiore Health System from 2018 to 2019, as well as Executive Vice President and Chief Operating Officer from 2012 to 2018. A National Institutes of Health–funded researcher and award-winning educator, Dr. Ozuah has also served as Professor and University Chairman of Pediatrics at Albert Einstein College of Medicine and Physician-in-Chief of Children’s Hospital at Montefiore (CHAM). Qualifications In these roles, Dr. Ozuah delivered best-in-class clinical care and expanded health care access for underserved communities, fostered innovations in medical education, and improved financial and operational performance by integrating care across a growing system that sees 7.5 million patient encounters per year. His work helped establish Montefiore Medicine as a national leader in value-based care with an emphasis on aligning community-based organizations and services critical to addressing the socioeconomic determinants of health. Dr. Ozuah also has extensive experience in academic medical research and health care management and operations, as well as a strong commitment to medical education and value-based care. In recognition of his accomplishments, Dr. Ozuah has been repeatedly recognized by Modern Healthcare as a top physician executive in the country. He has received countless accolades for excellence in patient care, including being inducted into the Alpha Omega Alpha Honor Medical Society. Dr. Ozuah is also an active member of his local community, serving as Chairman of the New York City Police Foundation and as a trustee of the New York Botanical Garden. |
Board of Directors’ Nominees
| 28 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Board of Directors’ Nominees
| Age 58 Director Since 2020 Education BA, University of South Florida Board Committees Audit (Chair) Finance Executive Other Public Company Boards Northrup Grumman Corporation •Audit and Risk Committee •Policy Committee Nestlé S.A. •Audit Committee KKR & Co. Past Public Company Directorships KKR Acquisition Holdings I Corp. Chubb Limited PQ Group Holdings, Inc. | Kimberly A. Ross Former Chief Financial Officer | Baker Hughes Company Business Experience Kimberly Ross served as Chief Financial Officer of WeWork (the We Company), a flexible space solutions company, from March through September 2020. She served as Senior Vice President and Chief Financial Officer of Baker Hughes Company, an energy technology company, from September 2014 to July 2017. Qualifications Additionally, Ms. Ross was Executive Vice President and Chief Financial Officer of Avon Products, Inc., a global manufacturer and marketer of beauty and related products, from November 2011 until September 2014. Prior to joining Avon, she served as the Executive Vice President and Chief Financial Officer of Royal Ahold N.V. (Royal Ahold), a food retail company, from 2007 to 2011, and held a variety of senior management positions during her tenure, which began in 2001. She has expertise in corporate finance, financial planning and analysis, strategy, mergers and acquisitions, corporate restructuring, financial reporting, and internal auditing processes as well as information technology operations oversight, and she holds a Cybersecurity Certification from the NACD. Ms. Ross is an active member of her alma mater, sitting on the Foundation Board of the University of South Florida and the Advisory Board of the Muma College of Business. |
Board of Directors’ Nominees
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 29 |
Board of Directors’ Nominees
| Age 68 Director Since 2007 Education BS and MBA, Wake Forest University Board Committees Executive Past Public Company Directorships Lowe’s Companies, Inc. VF Corporation | Eric C. Wiseman Lead Independent Director, The Cigna Group; Former Executive Chair, President, and Chief Executive Officer of VF Corporation Business Experience Eric Wiseman has served as the Lead Independent Director of The Cigna Group since January 2022. He was Executive Chair of VF Corporation, an apparel and footwear company, from August 2008 until October 2017. He served as VF Corporation’s Chief Executive Officer from January 2008 until December 2016, President from 2006 until June 2015, and Chief Operating Officer from 2006 to 2008. Prior to that, Mr. Wiseman held a variety of senior management positions at the company. Qualifications While at the helm of VF Corporation, Mr. Wiseman not only navigated the period that followed the 2008 financial crisis but he more than tripled the company’s share price. In addition, he consistently delivered a top-quartile total shareholder return, making VF Corporation a top performer among its direct peers. VF Corporation was also nationally recognized with standout corporate responsibility performance under his leadership and guidance. He grew the company’s presence around the world during his tenure, including through the multibillion-dollar acquisition of the Timberland Co. and the organic growth of the Vans and The North Face businesses. Mr. Wiseman is an active member of his community, and he also sits on the Board of Trustees for Wake Forest University and the Board of Visitors for the Wake Forest School of Business. He also served on the American Heart Association CEO Roundtable, a leadership collaborative of CEOs exclusively dedicated to improving employee and community health. |
Board of Directors’ Nominees
| 30 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Board of Directors’ Nominees
| Age 66 Director Since 2005 Education MBA, University of Chicago, Booth School of Business; BS, Illinois State University Board Committees Audit Corporate Governance (Chair) Executive Other Public Company Directorships CDW Corporation •Audit Committee •Nominating & Corporate Governance Committee | Donna F. Zarcone Former President and Chief Executive Officer | The Economic Club of Chicago Business Experience Donna Zarcone served as the President and Chief Executive Officer of The Economic Club of Chicago, a civic and business leadership organization, from February 2012 until July 2020, as well as Interim President from October 2011 until February 2012. She was President and Chief Executive Officer of D.F. Zarcone & Associates LLC, a strategic advisory firm, from 2007 until February 2012. Ms. Zarcone served as the President and Chief Operating Officer of Harley-Davidson Financial Services, Inc. (HDFS). She also led the formation of Eaglemark Savings Bank, a wholly owned subsidiary of HDFS, and served as its Chair and President. Early in her career, she served as the Chief Financial Officer for two start-ups, a technology leasing firm and a financial technology company, that were subsequently sold to strategic investors. Qualifications Ms. Zarcone has been serving on corporate boards for more than 30 years and is an Audit Committee Financial Expert and a certified public accountant. She is a NACD-Certified Director and is credentialed in environmental, social, and governance (ESG) and climate governance by NACD. She was also invited to serve as a NACD Commissioner for the Future of the American Board Initiative to re-examine the role of the board beyond its ongoing commitment to shareholders. In 2022, she was featured in NACD’s Directorship magazine, which highlighted her commitment to director professionalism. She also holds a Certificate in Cybersecurity Oversight from Carnegie Mellon University. Ms. Zarcone serves on the board of directors for the NACD Corporate Directors Institute, the independent sister organization to NACD. Ms. Zarcone is the Chair of the Investment Committee for the Duchossois Group and serves as Chair of the Audit Committee for Quinnox. She also serves as the Vice Chair of the National Board of the Smithsonian Institution, with a focus on sustainability and digital transformation through the organization’s ‘Our Shared Future’ initiatives. |
Board of Directors’ Nominees
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 31 |
Non-Employee Director Compensation
Non-Employee Director Compensation
Director Compensation Program
Director Compensation Program The Corporate Governance Committee reviews the Company’s non-employee Director Compensation Program, initially adopted in 2018, on an annual basis. In 2023, the Corporate Governance Committee, with the assistance of Pay Governance, reviewed the director compensation program to ensure that our pay practices remained competitive and aligned with peer companies. As part of this review, the Corporate Governance Committee analyzed benchmarking data from the Company’s compensation peer group and general industry peer group. Following this review, the Committee decided to make no changes to the Director Compensation Program for 2023, which is reflected below.
Director Compensation Program
| Retainer Type | Annual Amount ($) | Method of Payment | | Board | 190,000 | The Cigna Group common stock | | | 120,000 | Cash | | Lead Director | 50,000 | Cash | | Committee Chair | 25,000 | Cash |
Director Compensation Program
There is no retainer for committee membership or service on the Executive Committee. No compensation is paid for directors who are also employees of the Company. Deferral of Payments Under the Deferred Compensation Plan of 2005 for Directors of The Cigna Group (Deferral Plan), directors may elect to defer the payment of the cash and/or common stock portion of their annual retainers. Deferred common stock compensation is credited to a director’s deferred compensation account as a number of shares of hypothetical common stock and ultimately paid in shares. Deferred cash compensation is ultimately paid in cash, and directors have a choice of hypothetical investment funds whose rates of return are credited to that account. These funds include a stock fund related to The Cigna Group and several other funds selected from those offered to all employees of The Cigna Group under The Cigna Group 401(k) Plan. Directors may elect to receive payments under the Deferral Plan in a lump sum or installments. Lump sum payments are made, or payment installments begin, in January of the year following a director’s separation from service.
Director Compensation Program
| 50 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Director Compensation Program
Stock Ownership Guidelines The Cigna Group requires directors to maintain a stock ownership level of at least five times the value of the cash portion of the annual board retainer (currently $600,000) of common stock of The Cigna Group. Under the guidelines, directors have five years from their election to the Board to satisfy this ownership obligation. Common stock, deferred common stock, restricted stock units, and hypothetical shares of common stock of The Cigna Group held by a director count toward the stock ownership guidelines for directors whose service started before February 2014. Directors whose service started after February 2014 may only count common stock and deferred common stock for compliance with stock ownership guidelines. As of December 31, 2023, all of the directors were in compliance with the stock ownership guidelines and each of our directors met or exceeded their ownership requirements or were within the five-year share accumulation period. Financial Planning and Matching Charitable Gift Programs Directors may participate in the same financial planning and tax preparation program available to executive officers of The Cigna Group. Under this program, The Cigna Group will make direct payments or reimburse directors for financial planning services that are provided by firms designated by The Cigna Group and for tax preparation services in the amount of up to $6,500 annually. Each director whose service started before 2006 and has at least nine years of board service upon separation from service also is eligible for direct payments or reimbursement in the amount of up to $5,000 for financial planning and tax preparation services during the one-year period following separation from service. Directors also may participate in the matching charitable gift program available to The Cigna Group employees on the same basis on which employees participate. In addition, upon a director’s retirement, in recognition of the retiring director’s service, the Board may make a donation in the amount of $10,000 to a charitable organization of the director’s choice. Insurance Coverage The Cigna Group provides each director, on the same basis as employees and at no cost to the director, group term life insurance coverage and business travel accident insurance coverage. The Cigna Group also provides $1 million of personal umbrella liability insurance coverage for directors. Directors may purchase additional coverage at the group rate. Directors also may purchase or participate in, by paying premiums on an after-tax basis, additional life insurance, medical care, long-term care, property/casualty personal lines, and various other insurance programs available on a broad basis to employees of The Cigna Group. Directors and their eligible dependents who are eligible for subsidized coverage under the group benefit programs of another entity or employer are not permitted to participate in The Cigna Group’s employer-sponsored group health plans. Directors also may elect to purchase worldwide emergency assistance coverage. This program, which provides international emergency medical, personal, travel, and security assistance, also is available to executive officers of The Cigna Group and certain other employees of The Cigna Group who frequently travel abroad for business. The Cigna Group provides each retired director whose service started before 2006 and who has at least nine years of Board service upon separation from service with $10,000 of group term life insurance coverage, with premiums paid by The Cigna Group. In addition, these directors may also participate for two years following separation from service in the medical care programs currently offered by The Cigna Group to retired employees, with premiums paid by the director on an after-tax basis.
Director Compensation Program
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 51 |
Director Compensation Table for 2023
Director Compensation Table for 2023 The table below includes information about the compensation paid to non-employee directors in 2023. Mr. Cordani, the only Company employee on the Board, does not receive any director compensation for his Board service.
Director Compensation Table for 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total Compensation ($) | | (a) | (b) | (c) | (d) | (e) | | William J. DeLaney | 120,000 | 190,000 | 283 | 310,283 | | Eric J. Foss | 145,000 | 190,000 | 283 | 335,283 | | Elder Granger, M.D. | 145,000 | 190,000 | 283 | 335,283 | | Neesha Hathi | 120,000 | 190,000 | 283 | 310,283 | | George Kurian | 120,000 | 190,000 | 283 | 310,283 | | Kathleen M. Mazzarella | 145,000 | 190,000 | 283 | 335,283 | | Mark B. McClellan, M.D., Ph.D. | 120,000 | 190,000 | 283 | 310,283 | | Philip O. Ozuah, M.D., Ph.D.(1) | 90,000 | 158,333 | 165 | 248,498 | | Kimberly Ross | 145,000 | 190,000 | 2,783 | 337,783 | | Eric C. Wiseman | 170,000 | 190,000 | 283 | 360,283 | | Donna F. Zarcone | 145,000 | 190,000 | 2,783 | 337,783 |
Director Compensation Table for 2023
(1)Dr. Ozuah joined the Board effective June 1, 2023. Fees Earned or Paid in Cash (Column (b)) Column (b) reflects the annual cash retainers for Board and committee service received by each director. Cash retainers are paid during a calendar quarter to directors who are in active service at any time during that quarter. Director fees listed in this column may be deferred by directors under the Deferral Plan (see “Deferral of Payments” above). Stock Awards (Column (c)) Column (c) lists the aggregate grant date fair value of The Cigna Group common stock awarded to directors as part of their Board retainer, computed in accordance with FASB Accounting Standards Codification (ASC) Topic 718, applying the same model and assumptions that The Cigna Group applies for financial statement reporting purposes as described in Note 19 to The Cigna Group consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (disregarding any estimates for forfeitures). The common stock portion of the Board retainer is awarded annually on the date of the annual meeting of shareholders to directors who are in active service on the date of the meeting (and who will continue in active service following the date of the meeting). The annual award covered director service for the period of April 2023 through the next annual meeting in April 2024. Directors who commence service as a director on a date other than the date of the annual meeting receive an award of common stock on the effective date of their appointment, with a grant date value equal to a prorated portion of the common stock retainer based on the number of full months until the next annual meeting divided by 12 months. The number of shares of common stock awarded is determined by dividing the dollar amount of the applicable award by the closing price of common stock, as reported on the NYSE, on the date of the award. Fractional shares are not awarded. The number of shares of common stock awarded is rounded down to a whole number of shares and the cash value of any fractional share is paid as soon as practicable during the quarter after the award date. Common stock awards listed in this column may be deferred by directors under the Deferral Plan. See “Director Ownership” below for amounts and a description of equity-based awards outstanding as of December 31, 2023.
Director Compensation Table for 2023
| 52 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Director Compensation Table for 2023
All Other Compensation (Column (d)) Column (d) includes: •matching charitable awards made by The Cigna Group Foundation as part of its matching gift program (also available on a broad basis to The Cigna Group employees) in the amount of $2,500 for each of Ms. Zarcone and Ms. Ross; and •the dollar value of Company-paid life insurance premiums for all directors. As permitted by SEC rules, the above table does not include any amounts related to perquisites or personal benefits as there were no perquisites or personal benefits that exceeded $10,000.
Compensation Discussion and Analysis
| This CD&A is organized as follows: | | | Executive Summary provides an overview of our compensation philosophy, our pay-for-performance alignment, and our compensation governance and controls. | Page 58 | | Processes and Procedures for Determining Executive Compensation provides an overview of the Committee’s role in executive compensation, the process for determining executive officer compensation, and the independent compensation consultant’s role. | Page 61 | | Executive Compensation Policies and Practices describes our compensation objectives and practices, as well as how we set target total direct compensation. | Page 62 | | Elements of Compensation describes each form of compensation we pay and how our executive compensation program is tied strongly to performance. | Page 66 | | Employment Arrangements and Post-Termination Payments summarizes any employment agreements, our severance, and other post-termination arrangements, as well as our change of control arrangements. | Page 80 | | Other Practices describes our stock ownership guidelines, our clawback policy, our hedging and pledging restrictions, and risk oversight. | Page 83 |
Executive Summary
| Incentivize Performance | Align Interests | Emphasize Performance-Based Pay | Focus on Long-Term | Pay Competitively | | Motivate superior enterprise results while minimizing risk and remaining committed to our ethics and values | Align interests of executives with those of our long-term shareholders and other stakeholders | Emphasize performance-based compensation over fixed compensation | Incentivize long-term results more heavily than short-term results | Provide market-competitive compensation opportunities to attract and retain highly qualified executives |
Executive Summary
Information about our many other accomplishments in 2023, including our initiatives to advance better health for all and execute our growth strategy, are described in the Proxy Statement Summary. (1)We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2023 for more complete financial information. Adjusted income from operations, adjusted income from operations per share, and adjusted revenues are financial measures used by the Company that are not determined in accordance with generally accepted accounting principles in the United States (GAAP). Additional information regarding these measures, including definitions and reconciliations to the most directly comparable GAAP measures, namely shareholders net income, shareholders net income, per share, and total revenues, respectively, can be found on Annex A. Pay-for-Performance Alignment The Cigna Group’s compensation program emphasizes performance-based incentives through two different programs: our Enterprise Incentive Plan (EIP), which is a cash-based annual bonus program designed to reward the achievement of annual goals, and our long-term incentive (LTI) equity awards. LTI grants are made annually and comprise: (1) strategic performance shares (SPSs), the payout of which is based upon achievement of absolute and relative performance goals over a three-year performance period; (2) stock options, which have realizable value only if our stock price appreciates following the grant date; and (3) restricted stock, the value of which remains aligned with the trading price of The Cigna Group stock. In furtherance of our efforts to align executive compensation with shareholder interests by linking more compensation to underlying performance, the Board again weighted the SPS proportion of Mr. Cordani’s LTI award for 2023 at 60% of the total LTI award. In determining both EIP awards and LTI grants, the Committee, and the independent members of the Board with respect to Mr. Cordani, considers several factors, including achievement of enterprise goals and individual contribution. Emphasis on Performance-Based Incentives For 2023, performance-based incentives represented approximately 93% of Mr. Cordani’s total direct compensation, including 77% in LTI and 16% in EIP awards. On average, performance-based incentives represented 86% of total direct compensation for our other NEOs, including an average of 66% in LTI and 20% in EIP incentive awards.
Executive Summary
| £ | Base salary | ¢ | Stock options | | ¢ | Annual Incentive | ¢ | Restricted stock | | ¢ | SPS award | ¢ | Performance-based | | *Totals may not add to 100% due to rounding | | | |
Executive Summary
| 60% of the CEO’s 2023 Long-Term Incentive award was granted as Strategic Performance Shares, strengthening alignment with shareholder interests. |
Executive Summary
Enhancements to 2024 Enterprise Incentive Plan Design Historically, the EIP had been designed to provide the Committee with the ability to exercise some discretion in determining EIP funding and the Committee believes that limited discretion can be an important tool. In practice however, the discretion was rarely exercised by the Committee. In response to feedback provided by certain of our shareholders, the Committee has formalized its historical practices. Beginning with the 2024 EIP, the Committee has: (1) discontinued the use of funding ranges in determining payouts for each performance measure in favor of a formulaic approach; and (2) limited the amount of discretion that may be used in determining EIP pool funding to no more than 10% from formulaically calculated results. Further, we have expanded our disclosure to include additional relevant details and information regarding: (1) the performance goals, results, and payout percentage for our adjusted income from operations and adjusted revenues measures; (2) the payout percentage for our strategic priorities measure; and (3) the overall EIP funding percentage. This enhanced disclosure can be found on pages 70 –71.
Executive Summary
| What We Do | | Strong alignment between pay and performance, with performance measures designed to align the interests of executives with those of our shareholders and other stakeholders. | | | | The vast majority of executive compensation is performance based and tied to financial results, total shareholder return, or both. Additional performance measures include consideration of performance against certain ESG metrics as well as other strategic metrics. | | | | 60% of our CEO’s 2023 LTI award was comprised of strategic performance shares with a three-year performance period. | | | | A disgorgement of awards (clawback) policy that complies with the requirements of the Dodd-Frank Act, Rule 10D-1 of the Exchange Act, and NYSE Rule 303A.14. | | | | Clawback provisions in equity award grant agreements that go beyond the requirements of the Dodd Frank Act and the NYSE rules, permitting the Company to recoup the value of such awards upon breaches of certain restrictive covenant obligations, including non-competition; willful misconduct; or failure to assist the Company in securing its intellectual property rights when requested to do so. | | | | “Double trigger” requirement for change of control benefits. | | | | Regular review of executive compensation governance market practices, particularly when considering the adoption of new practices or changes to existing programs or policies. | | | | Payouts on the relative TSR performance measure are capped at 100% if absolute TSR is negative for the three-year performance period for SPS awards granted after 2022. | | | | Robust stock ownership guidelines and post-vesting share retention requirements for equity awards to align executives’ interests with those of our shareholders. | | | | Management of long-term incentive plan (LTIP) annual share usage (or burn rate) and total dilution through the Committee’s establishment of an annual share usage limit, which is below the maximum permitted under the plan. | | | | Committee oversight of people development policies and processes, including fair and equitable pay practices for our employees. | | | | CEO and executive officer succession plans overseen by the Board, with leadership from the Committee. | | | | Retention of an independent compensation consultant, whose performance is assessed by the Committee annually. | | | | An annual assessment by the Committee of potential risks in our incentive compensation programs and policies. | | | | No payments to be made under the annual incentive plan unless a minimum required level of financial performance is achieved. | | | | Incentive plans include absolute and relative performance measures. | | | | All long-term awards are denominated and settled in equity. | | | | Robust shareholder engagement. | | | | Approximately 93% of our CEO’s and 86%, on average, of our other NEOs’ total direct compensation is performance based. |
Executive Summary
| WHAT WE DON’T DO | | Limited perquisites and no gross-ups on perquisites. | | | | No excise tax gross-ups. | | | | No redundancy between short- and long-term incentive plan performance measures. | | | | No hedging or pledging of The Cigna Group stock by any directors, executive officers, or employees. | | | | No discounting, reloading, or repricing of stock options without shareholder approval. | | | | No payment of dividends on restricted stock prior to vesting. Unvested SPS awards do not accrue dividends or count towards share ownership guidelines. |
Executive Compensation Policies and Practices
Compensation Data The Committee establishes compensation levels based on a variety of factors, including an analysis of relevant published market compensation data of the Company’s compensation peer group and a general industry peer group. Peer Groups The Committee utilizes three peer groups:
Executive Compensation Policies and Practices
| Compensation Peer Group | Used in setting target compensation levels, comprised of companies from which we compete for talent | | General Industry Peer Group | Used as an additional reference in setting target compensation to provide a broader perspective on market practices, particularly for those executive officers with job functions that could apply to a variety of industries, in recognition of the fact that The Cigna Group often competes for talent with companies beyond its compensation peer group | | TSR Peer Group | Used to assess relative TSR performance within the SPS program; comprised of peer companies against which we measure our performance and compete for capital |
Executive Compensation Policies and Practices
Compensation Peer Group. The compensation peer group comprises companies primarily in the managed health care, pharmacy benefit management, consumer/retail distribution, multi-line financial services/insurance, and national distribution/logistics industries, with the individual peer companies generally having revenues greater than $50 billion to 2.5 times that of The Cigna Group and market capitalizations of approximately 0.33 to 3.0 times that of the Company’s market capitalization. The 2023 compensation peer group consists of the companies listed in the table below.
Executive Compensation Policies and Practices
| Compensation Peer Group for 2023 | | | | AT&T Inc. | FedEx Corporation | Sysco Corporation | | Cardinal Health, Inc. | HCA Healthcare, Inc. | Target Corporation | | Cencora, Inc. (f/k/a AmerisourceBergen Corporation) | Humana Inc. | T-Mobile US, Inc. | | Centene Corporation | The Kroger Co. | UnitedHealth Group Incorporated | | Citigroup Inc. | Lowe’s Companies, Inc. | United Parcel Service, Inc. | | Costco Wholesale Corporation | McKesson Corporation | Verizon Communications Inc. | | CVS Health Corporation | MetLife, Inc. | Walgreens Boots Alliance, Inc. | | Elevance Health, Inc. (f/k/a Anthem, Inc.) | Prudential Financial, Inc. | Wells Fargo & Company |
Executive Compensation Policies and Practices
General Industry Peer Group. The Committee uses the S&P 150 as the general industry peer group, which reflects a broader representation of the market for talent.
Executive Compensation Policies and Practices
TSR Peer Group. Performance periods beginning in and after 2022. The Committee approved a refreshed TSR Peer Group, beginning with the 2022-2024 performance period, to reflect the expanding and evolving nature of the Company’s business strategy and the companies against which we measure our performance and compete for capital. The TSR Peer Group consists of the companies listed in the table below, which comprised the S&P 500 Health Care Providers and Services Index at the time the 2023-2025 SPSs were awarded.
Executive Compensation Policies and Practices
| 2023 TSR Peer Group | | | Cardinal Health, Inc. | Humana, Inc. | | Cencora, Inc. (f/k/a AmerisourceBergen Corporation) | Laboratory Corporation of America Holdings | | Centene Corporation | McKesson Corporation | | CVS Health Corporation | Molina Healthcare, Inc. | | DaVita Inc. | Quest Diagnostics Incorporated | | Elevance Health, Inc. (f/k/a Anthem, Inc.) | UnitedHealth Group Incorporated | | HCA Healthcare, Inc. | Universal Health Services, Inc. | | Henry Schein, Inc. | |
Executive Compensation Policies and Practices
| TSR Peer Group for Periods Beginning Prior to 2022 | | | Cardinal Health, Inc. | Humana, Inc. | | Cencora, Inc. (f/k/a AmerisourceBergen Corporation) | McKesson Corporation | | Centene Corporation | UnitedHealth Group Incorporated | | CVS Health Corporation | Walgreens Boots Alliance, Inc. | | Elevance Health, Inc. (f/k/a Anthem, Inc.) | |
Executive Compensation Policies and Practices
2024 Peer Group. In 2023, the Committee, with the assistance of its independent compensation consultant, reviewed the Company’s peer groups. The Committee did not make changes to the 2023 peer groups and will use the same peer groups for 2024. Tally Sheets The Committee reviews tally sheets for all of its executive officers as part of its annual compensation award determination process. The tally sheets summarize historical actual compensation and current target compensation for each officer. The Committee believes that tally sheets are a useful reference tool when considering whether compensation decisions reflect the Company’s compensation philosophy and performance but are not a determining factor when making executive compensation decisions.
Elements of Compensation
| Element | | Purpose | | Base Salary | | Fixed compensation, designed to attract and retain key talent, reflective of the individual’s roles and responsibilities, individual performance, and market data. | | Enterprise Incentive Plan (EIP) | | Performance-based cash incentive designed to reward enterprise performance relative to pre-established annual goals and individual performance, accomplishments, and contributions. | | | Strategic Performance Shares (SPS) | Performance-based equity incentive designed to reward achievement of a predetermined financial goal and relative TSR over a three-year performance period, with vesting at the end of the performance period. | | Long-Term Incentives (LTI) | Stock Options | Performance-based equity incentive aligned with stock price appreciation, with ratable vesting over three years. | | | Restricted Stock | Performance-based equity incentive designed to promote strong retention and alignment with shareholders’ interests, with ratable vesting over three years. | | Retirement and Deferred Compensation | | Savings-based component aligned to competitive market practice; includes 401(k) plans and voluntary non-qualified deferred compensation programs. Any accrued benefits from prior defined benefit pension plans are now frozen. | | Limited Perquisites and Other Benefits | | Limited perquisites designed to attract and retain key talent or to provide for the safety and security of executive officers. |
Elements of Compensation
| Base salaries, reflective of executives’ roles and responsibilities and competitively benchmarked, represent only 7% of CEO pay and 14%, on average, of other NEOs’ pay, with performance-based incentives driving the balance of each executive’s total pay. | NEO | 2023 Annual Base Salary ($)1 | | | David M. Cordani | 1,500,000 | | | Brian C. Evanko | 950,000 | | | Noelle K. Eder | 850,000 | | | Nicole S. Jones | 850,000 | | | Eric P. Palmer | 1,000,000 |
Elements of Compensation
| The Enterprise Incentive Plan rewards executives for performance relative to measurable financial and strategic goals that are aligned with, and drive execution of, the Company’s business strategy. |
Enterprise Incentive Plan (EIP) Overview
Enterprise Incentive Plan (EIP) Overview Annual incentives are paid under the EIP. The EIP is designed to reward executives for the achievement of short-term, or annual, performance goals. On an annual basis, the Committee approves: •EIP performance measures and goals, which are designed to align with, and drive the execution of, the Company’s business strategy – and ultimately the results and value we deliver to those we serve: clients, customers, patients, and shareholders. •Individual EIP award targets for the NEOs, except for Mr. Cordani’s target, which is approved by the independent members of the Board upon the recommendation of the Committee. •Aggregate funding levels for actual EIP awards based on Company achievement of predetermined performance goals. •Actual individual EIP awards for the NEOs, except for Mr. Cordani’s award, which is approved by the independent members of the Board upon the recommendation of the Committee. Subject to certain limits described below, actual annual incentive awards can range from 0% to 200% of the individual’s EIP target, allowing the Committee to differentiate awards based on an individual’s contributions and how those contributions impacted the attainment of enterprise goals.
EIP Performance Measures and Goals
EIP Performance Measures and Goals Each year, the Committee sets enterprise performance measures, weightings, and goals for annual incentive awards based on the Company’s business priorities and annual operating plan. The operating plan aligns with our strategy; long-term commitment to our customers, clients, communities, and shareholders; and expected performance in the industry. The Committee utilizes its independent compensation consultant to evaluate the appropriateness of the measures and weightings and the degree of challenge in the EIP performance goals. The performance measures are designed to align with, and drive execution of, the Company’s business strategy. For 2023, performance measures included adjusted income from operations (weighted 50%), adjusted revenues (weighted 25%), and strategic priorities (weighted 25%), which includes critical initiatives to drive sustained attractive performance, measured by quantitative metrics. This balance of measures is consistent with the short-term incentive practices of many of our peers and enables the Committee to reward financial performance, while also incentivizing the achievement of other strategic goals. More detailed information on these measures is included in the 2023 Performance Measures, Goals and Actual Results Table. In setting the target performance goals for each measure, the Committee considered the Company’s publicly disclosed revenues and earnings estimates, its strategic priorities and anticipated investments, competitor results and outlook, analyst commentary, the Company’s then-current expectations for the industry, the economic environment, and various market forces impacting the Company and related uncertainties. The Committee believed that target performance represented competitively attractive goals that would be challenging to achieve in light of the circumstances the Company expected to face in 2023, without encouraging excessive risk-taking. For the adjusted income from operations and adjusted revenues measures, the Committee specifies target levels of performance, as well as minimum performance levels required to receive any incentive payouts and maximum performance levels above which no additional incentives will be paid. To aid the Committee in setting the financial performance targets, and to assess the reasonableness and rigor of those targets, the Committee directed its compensation consultant to evaluate the Company’s historic relationship between pay and performance in comparison with its compensation peer group. The compensation consultant also reviewed performance goals determined by the Committee in the context of historic performance and analyst expectations of future performance for The Cigna Group and its TSR peer group.
EIP Performance Measures and Goals
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 67 |
EIP Performance Measures and Goals
The strategic priorities category is designed to advance the interests of our shareholders and other stakeholders and position us for long-term growth by incentivizing and recognizing progress in areas beyond financial results that support our mission, values, and business strategy. For 2023, the areas of focus for the strategic priorities category included: (1) improving affordability and effectiveness; (2) advancing ESG initiatives; and (3) increasing cross-enterprise leverage. In determining performance relative to the strategic priorities measure, the Committee considers year-over-year improvements, based upon quantitative data. For each area of focus, the Committee selected quantifiable measures that: (1) are enterprise-wide and regularly reviewed by leadership to assess Company performance in key areas; (2) can be quantified and projected; and (3) assess the performance of the area of focus for the strategic priority.
2023 Performance Measures, Goals, and Actual Results
2023 Performance Measures, Goals, and Actual Results The Committee considers performance measures for the EIP program for the upcoming year at its October and December meetings and then considers and approves the actual performance targets for the approved measures at its meetings in January and February. For 2023, the Committee established the performance measures, weightings, and performance goal ranges below, which were used to determine the aggregate funding for EIP awards. At its meetings in January and February 2024, the Committee reviewed and approved the actual performance relative to goals for each EIP measure. In evaluating performance under the strategic priorities measure, the Committee considered performance against various factors as set forth below.
2023 Performance Measures, Goals, and Actual Results
| Strategic Priority Areas of Focus | Relevance to Business Strategy | Quantitative Measurements | Rationale for Quantitative Measurements | | Improving Affordability and Effectiveness | These priorities drive improvements to the unit cost levels and clinical outcomes by encouraging continuous innovation and efforts to improve affordability — providing greater value to our clients, improving health outcomes for our customers, and advancing our growth strategy. | •Medical and pharmacy trend | Medical and pharmacy trend, which measures changes in average claims cost per member, year over year, is a good indicator of affordability for our clients. | | | | •Enterprise adjusted SG&A expense ratio | The enterprise adjusted SG&A expense ratio is a good indicator of effectiveness because it measures our selling, general, and administrative expenses, excluding special items, in relation to adjusted revenues on a consolidated basis. | | Advancing ESG Initiatives | As a global health company, our mission is at the core of our ESG commitments and strategy. For 2023, our ESG focus areas included efforts relative to diversity, equity and inclusion and improvement of health equity. | •Increased representation of women and ethnic minorities in leadership roles and succession plans •Voluntary turnover rates among women and ethnic minorities | In the absence of employee engagement survey data, the Committee selected these performance metrics for inclusion because: (1) they demonstrate our performance relative to our diversity, equity and inclusion commitments to our workforce; and (2) aspirational goals for these measures had been established at the beginning of the year and tracked internally throughout 2023. | | | | •Increased customer participation in social care delivery and diabetes management services | These measures assesses our progress in addressing health disparities in underserved populations. | | Increasing Cross-Enterprise Leverage | This supports our continued growth by leveraging our scale and expertise across multiple business lines to deepen our relationships with, and create greater value for, our stakeholders. | •Expansion of Evernorth Health Services revenue derived through programs offered by Evernorth Health Services to Cigna Healthcare clients | This measure assesses how well we extend the innovative health services of Evernorth Health Services to our Cigna Healthcare customers and clients to improve health and value. |
2023 Performance Measures, Goals, and Actual Results
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 69 |
2023 Performance Measures, Goals, and Actual Results
The following table sets forth the Company’s performance relative to the performance measures, the weighted performance measure funding percentage, and the overall EIP calculated funding percentage.
2023 Performance Measures, Goals, and Actual Results
| Adjusted Income from Operations Reinforces the importance of sustained, profitable growth across the enterprise by rewarding financial performance that reflects the underlying results of operations of the Company’s businesses. | | | Weighting | Target Performance Goals(1) | | 50% | 2.2% to 11.7% growth over 2022 performance(2) | | Actual Result(3) | Performance | | Achieved 98.6% of target, with adjusted income from operations of 7.45 billion, reflecting 6.6% growth over 2022 performance, as adjusted to reflect the divestiture of certain international businesses | Slightly unfavorable to target | | Weighted Performance Measure Funding Percentage | 49.3% |
2023 Performance Measures, Goals, and Actual Results
| Adjusted Revenues Focuses on enterprise growth and promotes collaboration across business units and drives customer focus. | | | Weighting | Target Performance Goals(1) | | 25% | 2.6% to 7.0% growth over 2022 performance | | Actual Result(3) | Performance | | Achieved 139.1% of target, with adjusted revenues of $195.3 billion, reflecting 9.2% growth over 2022 performance, as adjusted to reflect the divestiture of certain international businesses | Favorable to target | | Weighted Performance Measure Funding Percentage | 34.8% |
2023 Performance Measures, Goals, and Actual Results
| 70 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
2023 Performance Measures, Goals, and Actual Results
| Strategic Priorities Advances the interests of our shareholders and other stakeholders by positioning us for long-term growth through the focus on progress in areas that support our mission, values, and business strategy. | | | Weighting | | | 25% | | | Improving Affordability and Effectiveness | | | Measures | Performance | | Medical and pharmacy trend | Somewhat unfavorable to target | | Enterprise adjusted SG&A expense ratio | At target | | Advancing ESG Initiatives | | | Measures | Performance | | Representation of women and ethnic minorities in leadership roles and succession plans | At target | | Voluntary turnover of women and ethnic minorities | At target | | Customer enrollment in social care delivery service | Unfavorable to target | | Customer enrollment in diabetes management program | Significantly favorable to target | | Increasing Cross Enterprise Leverage | | | Measures | Performance | | Expansion of Evernorth Health Services revenue derived through programs offered by Evernorth Health Services to Cigna Healthcare clients | Favorable to target | | Weighted Performance Measure Funding Percentage | 25.0% | | Overall EIP Calculated Funding | 109.1% |
2023 Performance Measures, Goals, and Actual Results
(1)As previously disclosed, in future years, the Committee will no longer use funding ranges in determining payouts for each performance measure and will use a formulaic approach for gauging success on each measure. (2)Considered the anticipated onboarding costs ahead of transitioning 20 million Centene customers to our Express Scripts platform. (3)We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2023 for more complete financial information. Adjusted income from operations and adjusted revenues are financial measures used by the Company that are not determined in accordance with generally accepted accounting principles in the United States (GAAP). The Committee may make adjustments to the actual levels of achievement under each performance measure to: (1) exclude the impact of any unusual or extraordinary results that do not reflect the on-going business operations and/or that are not the result of normal business risks; and (2) avoid creating unintended incentives for management to make decisions solely on the basis of achieving incentive results. Additional information regarding these measures, including definitions and reconciliations to the most directly comparable GAAP measures, namely shareholders net income and total revenues, respectively, can be found on Annex A. Based on the Company’s performance relative to each of the performance measures, the Committee approved funding the EIP pool at 109%.
2023 Performance Measures, Goals, and Actual Results
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 71 |
2023 Performance Measures, Goals, and Actual Results
2023 Individual EIP Targets and Awards EIP target levels and actual awards for the 2023 performance year for each of the NEOs are set forth in the table below. EIP target levels are reflective of the Committee’s, and with respect to Mr. Cordani’s, the independent members of the Board’s, review of target total direct compensation positioning and other factors as further discussed above. In determining actual payout amounts, the Committee (and for Mr. Cordani, the independent members of the Board upon the recommendation of the Committee) started with the EIP calculated funding factor as the baseline for EIP awards and then assessed each NEO’s individual contributions during 2023. Payouts under the 2023 EIP rewarded our NEOs for our performance in 2023, reflecting pay-for-performance alignment.
2023 Performance Measures, Goals, and Actual Results
| NEO | 2023 EIP Target ($) | Actual EIP Payout ($) | Payout as a Percentage of Target (%) | | David M. Cordani | 3,000,000 | 3,300,000 | 110 | | Brian C. Evanko | 1,500,000 | 1,650,000 | 110 | | Noelle K. Eder | 900,000 | 1,125,000 | 125 | | Nicole S. Jones | 900,000 | 1,035,000 | 115 | | Eric P. Palmer | 1,500,000 | 1,650,000 | 110 |
2023 Performance Measures, Goals, and Actual Results
Mr. Cordani In early 2024, the Committee, together with the Lead Independent Director, assessed Mr. Cordani’s 2023 performance in the context of the Company’s overall performance for the year. This assessment included a review of the Company’s financial performance in 2023 and the strategic positioning of the Company for the future, as well as Mr. Cordani’s individual contributions. Following this review, the Committee made recommendations to the independent members of the Board related to Mr. Cordani’s EIP award for 2023. The independent members of the Board considered these recommendations as part of their own independent review of Mr. Cordani’s performance. More specifically, the Board considered the following factors: Enterprise Performance. Mr. Cordani led Cigna’s delivery of strong value for our customers and clients resulting in attractive financial results amid a disrupted, rapidly evolving environment. These results include: •Adjusted income from operations of $7.45 billion, adjusted income from operations per share of $25.09, and adjusted revenues of $195.3 billion; •The return of $3.7 billion in capital to shareholders through share repurchases and dividends; and •Achieved enterprise SG&A ratio of 7.3%, in line with plan, through focused management of expenses. Strategy Execution. Mr. Cordani oversaw the advancement of a number of initiatives to evolve Cigna’s strategy, including: •Laid the groundwork that resulted in reaching agreement to divest the Medicare Advantage, Cigna Supplemental Benefits, Government Pharmacy, and CareAllies businesses to Health Care Service Corporation (HCSC), announced in early 2024, driving meaningful value across the enterprise and for all stakeholders, and sharpening our focus on opportunities in the Cigna Healthcare and Evernorth Health Services segments; •Executed the onboarding plan of our new Centene client relationship to bring Evernorth’s best-in-class pharmacy solutions to 20 million Centene members, also expanding our reach and impact in serving Government-sponsored customers with service-based offerings; •Created a strategic partnership with CarepathRx Health System Solutions to deepen specialty pharmacy relationships with health systems, providers, and hospitals; •Launched ClearCareRX and ClearNetwork to continue driving greater transparency of prescription medications, while preserving and protecting client choice; •Launched the Pathwell suite of capabilities that help navigate customers to more cost efficient and higher quality locations for infused/specialty medications and musculoskeletal pain and built scalable, flexible foundational architecture to enable more dynamic benefits;
2023 Performance Measures, Goals, and Actual Results
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2023 Performance Measures, Goals, and Actual Results
•Provided clients with additional flexibility by offering a new option for simple "cost-plus" pharmacy pricing for brand, generic, and specialty medications through Express Scripts; •Introduced IndependentRx and enhanced the MoreThanRx solution suite, ensuring greater access to patients living in rural areas through partnerships and independent pharmacies; •Removed nearly 25% of medical services from prior authorization requirements to simplify the care experience for Cigna Healthcare customers and clinicians; •Partnered with Monogram Health to provide in-home primary and specialty care to Cigna Healthcare Medicare Advantage customers with chronic kidney disease and end-stage renal disease; •Advanced our strategic partnership with VillageMD to expand access, improve quality, lower costs and develop a new platform for innovative care models; •Positioned ourselves to offer enhanced, localized health and well-being solutions with global capabilities in the Kingdom of Saudi Arabia by securing the first branch license granted to an international insurance provider; •Continued to execute on affordability initiatives to reduce total cost of care and drive improvement in our MCR and unit cost position; •Continued to execute on our talent strategy, including the initial phase of the Company’s Future of Work, which is deepening relationships, shifting away from working in silos, and fostering a thriving culture, and the implementation of key leadership changes designed to continue accelerating growth across Evernorth Health Services and Cigna Healthcare; and •Continued to execute on our technology strategy, including in-flight programs to support sustainable expense reductions, expanding future value-driven foundational capabilities, and driving broader enterprise opportunities for simplification. Environmental, Social and Governance. Mr. Cordani oversaw the advancement of a number of ESG initiatives that are integral to the Company’s strategy, producing meaningful results which include: •Continued to advance our ESG strategy and framework centered on 13 material topics organized under four interconnected pillars: Healthy Environment, Healthy Society, Healthy Workforce and Healthy Company, that underscore our mission to improve the health and vitality of those we serve; •Maintained strong advancement of programs, policies and practices to improve social determinants of health, including virtual interventions on diabetes; •Achieved goal of $1 billion in annual diverse supplier spend two years ahead of schedule and named to the 2023 "Best-of-the-Best" Corporations for Inclusion by the National LGBT Chamber of Commerce (NGLCC) and partners in the National Business Inclusion Consortium (NBIC); •Continued progress on our goal to reach gender parity in our leadership pipeline by 2024; and •Received external recognition from numerous raters and rankers for DEI efforts and results. Regulatory Environment and Compliance. Mr. Cordani continues to represent Cigna and the health services industry in a number of forums in Washington, D.C. and across the country to reinforce the needs of the Company’s customers and clients. He engaged substantively and extensively throughout 2023 with federal policymakers and committee chairmen who lead Congressional consideration of prescription drug affordability and pharmacy benefit services legislation, and Express Scripts’ new business initiatives. He also oversaw continued enhancements to our ethics and compliance governance models, including through regular meetings and engagement with the Chief Compliance and Risk Officer of the Company on key topics, enhancements to our Ethics program, including increased awareness and expansion of reporting channels, and by reinforcing the tone at the top of Cigna’s core values and commitment to ethical decision-making. Taking all of these factors into account, the independent members of the Board awarded Mr. Cordani an EIP payout for 2023 of $3,300,000, or 110% of his 2023 EIP target. Other NEOs For all other NEOs, Mr. Cordani made recommendations to the Committee regarding EIP awards based on his evaluation of each NEO’s performance and contributions to enterprise goals. The Committee considered Mr. Cordani’s recommendations when determining EIP awards. While not exhaustive, below are certain key factors the Committee considered when making award determinations.
2023 Performance Measures, Goals, and Actual Results
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2023 Performance Measures, Goals, and Actual Results
Mr. Evanko. As Executive Vice President and Chief Financial Officer, Mr. Evanko continued to support and enable the achievement of the Company’s financial objectives and led the partnership between the Company’s finance function and business teams throughout 2023. In addition, Mr. Evanko’s role expanded in June 2023 as he assumed oversight for the U.S. Government business, for which he led a seamless transition. Mr. Evanko provided critical guidance and leadership to many of the Company’s strategic initiatives throughout the year, including reaching agreement to divest the Medicare Advantage, Cigna Supplemental Benefits, Government Pharmacy, and CareAllies businesses to Health Care Service Corporation (HCSC), and initiating and leading a project to reduce operating expenses, resulting in significant savings in 2023 and going forward. During 2023, Mr. Evanko successfully led the strategic management and deployment of the Company’s capital, supported and enabled the delivery of enterprise EPS objectives, and continued to strengthen investor communications. Within the Finance organization, Mr. Evanko continued to advance the development and deployment of critical talent, including continued progress relative to diversity, equity and inclusion. As a result of Mr. Evanko’s contributions in 2023, he was awarded a 2023 EIP payment of $1,650,000, or 110% of his target. Ms. Eder. As Executive Vice President, Global Chief Information Officer, Ms. Eder continued the implementation of the Company’s technology strategy in 2023, which further enabled business value and drove cross-enterprise leverage. Through Ms. Eder’s leadership, the technology team’s focus on availability, security, and resiliency continued to expand and strengthen, meaningfully contributing to corporate earnings in 2023 through portfolio efficiency and business value delivery. Ms. Eder continued to drive innovation, including accelerating transformation and capabilities to drive engagement, digital-first, virtual-led experiences, and core and emerging business models. Ms. Eder continued to lead the strong execution of asset simplification in 2023, exceeding the Company’s defined goals of asset and baseline spend reductions and resulting in less complexity, greater efficiency, and an overall reduction in risk. Ms. Eder’s role expanded in September 2023 as she assumed leadership for the Company’s operations organization, and she has begun to lead the combined technology and operations teams to work seamlessly together to better leverage collective knowledge and insights to deliver improved real-time, personalized and connected experiences for customers, patients, clients and provider partners. Ms. Eder continued to retain top tier talent during 2023 and made continued progress relative to diversity, equity, and inclusion through the hiring and promotion of diverse talent within her organization. As a result of her contributions in 2023, Ms. Eder was awarded a 2023 EIP payment of $1,125,000, or 125% of her target. Ms. Jones. As Executive Vice President, Chief Administrative Officer, and General Counsel in 2023, Ms. Jones continued to lead the Company’s legal, compliance, communications and government affairs functions, and in September 2023 she was named Chief Administrative Officer and her role expanded to include Human Resources. Ms. Jones effectively led the partnership across these functions and between them and the Company’s businesses and other corporate functions. She continued to advance the Company’s enterprise ESG strategy, its internal and external thought leadership relative to our Healthy Workforce and Healthy Company pillars, and advancement of Cigna’s position on a number of important legislative matters. She continued to play a key leadership role in communicating and reinforcing the Company’s strategy, both internally and externally, including the continued advancement of the Vitality platform. Ms. Jones provided key legal and regulatory support on a number of key initiatives, including the announced agreement to divest the Medicare Advantage, Cigna Supplemental Benefits, Government Pharmacy, and CareAllies businesses to Health Care Service Corporation (HCSC) and the resolution of legal matters related to our Medicare Advantage business. Ms. Jones continued to play an instrumental leadership role in increasing focus on ESG for the enterprise, as well as continued strong progress relative to diversity, equity and inclusion within the functions she leads. As a result of Ms. Jones’ contributions in 2023, she was awarded a 2023 EIP payment of $1,035,000, or 115% of her target. Mr. Palmer. In his role as President and Chief Executive Officer, Evernorth Health Services, Mr. Palmer continued to lead the Company’s largest growth platform and positioned the enterprise for ongoing success. In 2023, Evernorth delivered strong financial results and superior client and patient value. Through Mr. Palmer’s leadership, Evernorth achieved strong client retention, strong new growth in scaled businesses, accelerated growth in new solutions, and the launch of new solutions in the pharmacy benefit services business. Mr. Palmer’s leadership led to continued leadership in pharmacy benefit services supply chain value, patient value at Accredo, and eviCore client value, while continuing implementation of the biosimilar strategy producing meaningful advances in affordability. Client and patient NPS results were strong, with positive feedback from clients and brokers on partnership, collaboration and responsiveness. Mr. Palmer oversaw the onboarding plan of our new Centene client relationship, bringing Evernorth’s best-in-class pharmacy solutions to 20 million Centene members and expanding our reach and impact in serving Government-sponsored customers with service-based offerings. There was continued progress in cross-enterprise leverage through improved collaboration between Evernorth and Cigna Healthcare on marketing, sales, and product strategy, execution, and enablement. Mr. Palmer continues to develop his leadership team, with a number of senior leaders assuming expanded roles during 2023, as well as
2023 Performance Measures, Goals, and Actual Results
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2023 Performance Measures, Goals, and Actual Results
continuing to focus on advancement of diversity, equity, and inclusion within his organization. As a result of his contributions in 2023, Mr. Palmer was awarded a 2023 EIP payment of $1,650,000, or 110% of his target. Annual Incentive Plan Changes for 2024 Information regarding changes to our EIP program to limit the Committee’s discretion in measuring performance and funding the EIP pool, and the Company’s commitment to enhancing disclosure can be found at “— Enhancements to 2024 Enterprise Incentive Plan Design” above.” For the 2024 EIP, to motivate and drive execution of the Company’s business strategy and the achievement of enterprise results, the Committee approved the following performance measures and weightings.
2023 Performance Measures, Goals, and Actual Results
| Measure | Alignment with Business Strategy | Weighting | | Adjusted Income from Operations | Reinforces the importance of sustained profitable growth across the enterprise by rewarding financial performance that reflects the underlying results of operations of the Company’s businesses. | 50% | | Growth | Focuses on enterprise growth, as measured quantitatively by adjusted revenues (20% of EIP weighting), and expansion of services and addressable markets, as measured by growth in Health System Services, behavioral health, and virtual services (10% of EIP weighting); amplifies the expansion of revenue in our accelerated growth business, promotes cross-enterprise leverage, and drives revenue diversification. | 30% | | Strategic Priorities | Advances the interests of our shareholders and other stakeholders by positioning us for long-term growth through the focus on progress in areas that support our mission, values, and business strategy. | 20% |
2023 Performance Measures, Goals, and Actual Results
For 2024, the areas of focus for the strategic priorities will be as follows:
2023 Performance Measures, Goals, and Actual Results
| Strategic Priority Areas of Focus | Relevance to Business Strategy | Quantitative Measurements | | Operating Effectiveness and Efficiency | These priorities advance our efforts to improve affordability for our customers and clients and deliver value to our shareholders. | •Enterprise Adjusted SG&A Expense Ratio | | ESG | As a global health company, our mission is at the core of our ESG commitments and strategy. For 2024, our ESG focus areas will again include our efforts relative to diversity, equity, and inclusion and improvement of health equity. | •Improvement in diversity, equity, and inclusion advancement for women and ethnic minorities, measured by representation in leadership roles as well as voluntary turnover among women and ethnic minorities | | | | •Progress on goals relative to improvement of health equity, measured by improvements in preventative screenings for customers residing in high Social Determinants Index areas |
2023 Performance Measures, Goals, and Actual Results
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2023 Performance Measures, Goals, and Actual Results
Long-Term Incentives
2023 Performance Measures, Goals, and Actual Results
| Long-term incentives are designed to reward sustained financial success and strategic accomplishments that benefit The Cigna Group and its shareholders over the long term. 60% of the CEO’s LTI and 50% of the other NEOs’ LTI are granted in performance shares requiring performance against pre-established metrics. |
2023 Performance Measures, Goals, and Actual Results
LTI Overview Long-term incentives are 100% equity-based and administered under The Cigna Group Long-Term Incentive Plan. Awards in 2023 were delivered through a mix of strategic performance shares, stock options, and restricted stock to motivate superior enterprise results and to further align the interests of the Company’s executive officers and its shareholders.
2023 Performance Measures, Goals, and Actual Results
| 2023 CEO LTI Award Mix | 2023 Other NEO LTI Award Mix |
2023 Performance Measures, Goals, and Actual Results
| n Strategic Performance Shares | n Stock Options | n Restricted Stock | | SPS awards have a three-year performance period and are denominated in shares of Company common stock. At the end of the three-year performance period, the actual number of shares earned is based on The Cigna Group's performance against pre-established enterprise goals and the actual value of the award remains aligned with the trading price of the Company’s stock relative to goals set at the beginning of the performance period. | Realized option value depends upon stock price appreciation from the time the options are granted until they are exercised. Options generally vest in equal installments over three tears and have a ten-year term. | Restricted stock provides strong retention value as awards vest in equal installments over a three-year period, and the value of the award remains aligned with the trading price of the Company’s stock. |
2023 Performance Measures, Goals, and Actual Results
2023 Individual LTI Targets and Awards Each NEO’s LTI target is set by the Committee (or in the case of Mr. Cordani, the independent members of the Board upon the recommendation of the Committee) with reference to the compensation peer group and the general industry peer group market data for the officer’s role. Mr. Cordani’s LTI target is set as a range, and the target for each of the other NEOs is set as an absolute dollar value. The primary consideration in each case is the comparison to the 50th percentile LTI level of the relevant market data for both peer groups. While the Board maintains flexibility in determining Mr. Cordani’s LTI award, the Board intends that, for Mr. Cordani, LTI awards will fall within the target range. Mr. Cordani’s LTI award is based primarily on his individual contributions and enterprise performance, as well as an assessment of then-current market data. For the other executive officers, an executive could receive a grant between 0% and 150% of the executive’s individual LTI target value. In determining awards for the other NEOs, the Committee primarily evaluates individual contributions, but also may take into consideration enterprise performance, succession planning needs, and other factors as circumstances warrant.
2023 Performance Measures, Goals, and Actual Results
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2023 Performance Measures, Goals, and Actual Results
The annual LTI award for Mr. Cordani for 2023 was delivered 60% in SPS awards having a 2023-2025 performance period, 20% in stock options, and 20% in restricted stock, with the equity mix consistent with the mix of equity delivered in 2022. The annual LTI awards for the other NEOs in 2023 were delivered 50% in SPS awards having a 2023-2025 performance period, 25% in stock options and 25% in restricted stock, with the mix of equity consistent with the equity mix delivered in 2022. The table below provides more detail about the annual LTI target and actual grant values for 2023, reflective of the Committee’s, and with respect to Mr. Cordani’s, the independent members of the Board’s, review of target total direct compensation positioning as further discussed above.
2023 Performance Measures, Goals, and Actual Results
| NEO | 2023 LTI Target ($) | Actual LTI Grant Value ($)(1) | | David M. Cordani | 13,000,000 to 17,000,000 | 16,000,000 | | Brian C. Evanko | 4,150,000 | 5,188,000 | | Noelle K. Eder | 2,925,000 | 3,364,000 | | Nicole S. Jones | 2,900,000 | 3,335,000 | | Eric P. Palmer | 5,000,000 | 6,250,000 |
2023 Performance Measures, Goals, and Actual Results
(1)The LTI Grant Value referenced in the table differs from the sum of the Stock Award and Option Award grant date fair values referenced in the 2023 Summary Compensation Table. This is largely due to the timing and determination of the grant date fair value of SPS awards under ASC Topic 718. Under ASC Topic 718, SPS grant date fair values reflect a probable achievement level of the TSR performance condition as of grant date; however, this probable achievement level is not determined until after the Committee has determined the dollar amount of the LTI grant. Thus, an SPS award’s grant date fair value for accounting purposes may be higher or lower than the dollar amount of the LTI grant approved by the Committee if the TSR probable achievement level is above or below target, respectively. For more information on the TSR performance condition, please see the “Stock Awards” footnote for the 2023 Summary Compensation Table. Strategic Performance Share Program Our SPS program is designed to reward sustained long-term financial discipline and strategic accomplishments that benefit The Cigna Group and its shareholders over the long-term.
2023 Performance Measures, Goals, and Actual Results
| Grants | | At the time of grant, a total LTI dollar value is approved for each NEO. The SPS portion of the award is converted into a specific number of SPSs on the grant date based on The Cigna Group’s stock price on that date. | | Vesting | | SPSs vest in the first quarter of the year following the end of the three-year performance period. |
2023 Performance Measures, Goals, and Actual Results
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2023 Performance Measures, Goals, and Actual Results
| Payout Determination | | The Committee determines a performance factor of 0% to 200% based on Company achievement of two pre-established measures during the performance period. That factor is multiplied by each SPS award to determine the number of shares to be paid in respect of vested awards. |
2023 Performance Measures, Goals, and Actual Results
| Measure: Adjusted income from operations per share, measured on a cumulative basis over three years, within the range of externally communicated targets excluding dividends | Measure: Relative TSR, compounded over the three-year performance period, relative to TSR peer group, for which the performance/payout curve is as follows:(1) (2) (3) | | | | 85th percentile or higher | 200% | | | 75th to 85th percentile | 175% to 200% | | | 50th to 75th percentile | 100% to 175% | | | 25th to 50th percentile | 25% to 100% | | | Below 25th percentile | 0% | | Weighting: 50% | Weighting: 50% | | | Alignment with Business Strategy: Rewards NEOs for sustained profitable growth across the enterprise | Alignment with Business Strategy: Rewards NEOs for stock performance and value creation relative to The Cigna Group’s peer group at the time of the award | | | Threshold Performance: Performance that would result in funding of less than 35% of target yields no payment for this measure | Threshold Performance: 25th percentile compared with the TSR peer group | |
2023 Performance Measures, Goals, and Actual Results
| Final Payout | | SPS awards are ultimately settled in The Cigna Group stock, so the actual value of the awards is based on the number of shares earned and The Cigna Group’s stock price at the time of payment. |
2023 Performance Measures, Goals, and Actual Results
(1)In the event a company in the TSR peer group is removed due to a corporate transaction or otherwise, the Company’s TSR will be measured against the remaining companies. (2)Relative TSR is measured by calculating four levels of achievement, at each of the 25th, 50th, 75th and 85th percentiles, and then using straight line interpolation based on Company stock performance (rather than rank) within the relevant level of achievement to determine payout for the measure. (3)Beginning with the 2023-2025 performance period, relative TSR performance is measured using the average December stock price at the beginning and end of each performance period for The Cigna Group and each of its peers. Payouts on the relative TSR performance measure are capped at 100% if absolute TSR is negative for the performance period. The SPS program is designed to reward performance results against long-term, pre-established stretch targets that are difficult to achieve but not unattainable. Each year, the Committee approves the performance measures for the SPS performance period. The Committee believes that the SPS performance measures are effective in rewarding the Company’s long-term success and value created for shareholders.
2023 Performance Measures, Goals, and Actual Results
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2023 Performance Measures, Goals, and Actual Results
2021–2023 SPS Program Over the course of the three-year performance period, cumulative adjusted income from operations per share grew to $68.93, resulting in a payout at 113% for this measure. Relative TSR was at the top end of the 42nd to 50th percentile range, resulting in 99% for this performance measure. As a result, in February 2024, the Committee approved a payout of the 2021–2023 SPSs at 106% of target. The performance goals for the 2021–2023 SPSs are presented in the table below, along with actual results for the three-year performance period.
2023 Performance Measures, Goals, and Actual Results
| Measure | Weighting | Target Performance Goals | Actual Result | | Adjusted income from operations per share | 50% | Cumulative adjusted income from operations per share of $63.50 to $70.00 | $68.93 (113% of target) | | Relative TSR | 50% | 50th percentile | At the top end of the 42nd to 50th percentile range (based on three-year annual compounded TSR of 14.9%) (99% of target) |
2023 Performance Measures, Goals, and Actual Results
The calculations utilized to determine the payout were reviewed for accuracy by PricewaterhouseCoopers LLP. Shares earned by the NEOs upon payout of the 2021–2023 SPSs are reflected in the Outstanding Equity Awards at Year-End 2023 table and on Form 4s filed with the SEC on March 5, 2024. 2020–2022 SPS Program The shares earned under the 2020–2022 SPS program were measured using performance through December 31, 2022 and were delivered in March 2023. The total share value realized by each NEO on the payment date is reflected in the Option Exercises and Stock Vested Table. The performance measures, targets, results and payout for the 2020–2022 SPS program are discussed in greater detail in our definitive proxy statement for our 2022 annual meeting of shareholders, filed with the SEC on March 17, 2023. Retirement and Deferred Compensation 401(k) Retirement Plans and Supplemental 401(k) Plan All U.S. full-time employees are eligible to participate in one of the Company’s tax-qualified 401(k) plans. Each 401(k) plan, except The Cigna Group Supplemental 401(k) Plan, provides for employee contributions as well as Company matching contributions, on the same terms as similarly situated employees within the applicable plan. Certain employees are eligible for The Cigna Group Supplemental 401(k) Plan. Beginning in 2020, all U.S.-based NEOs are eligible. The Supplemental 401(k) Plan is a non-qualified deferred compensation plan that provides an annual credit to employees equal to 1.5% of employee earnings that cannot be treated as eligible earnings under the regular 401(k) Plan due to Internal Revenue Code limits and cannot be the basis for employee or Company matching contributions under the regular 401(k) Plan. Earnings eligible for the credit are salary and bonus amounts that exceed the IRS annual limit on eligible earnings ($330,000 in 2023) or that an employee defers under The Cigna Group Deferred Compensation Plan. Credits accumulate with hypothetical interest equal to the rate of return under the 401(k) Plan’s Fixed Income Fund (2.95% as of January 1, 2023 and 3.30% as of January 1, 2024). The account will vest under the same rules that apply to the regular 401(k) Plan. The account balance will be paid after termination of employment in accordance with the plan. Nonqualified Deferred Compensation Plans The Cigna Group provides the NEOs and certain other employees with the opportunity to defer base salary and annual incentive awards. The Cigna Group Deferred Compensation Plan. The Cigna Group does not make any contributions to this plan on behalf of employees. This plan provides eligible employees an opportunity to postpone both the receipt of compensation and income tax on that compensation – typically until after termination of employment with The Cigna Group. Participants elect when to receive payment and can choose either a single lump sum or annual installments. For amounts deferred before 2005, participants can request an accelerated payment of all or part of their account balance subject to a 10% penalty. Otherwise, early withdrawals are permitted only in the case of the participant’s financial hardship.
2023 Performance Measures, Goals, and Actual Results
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2023 Performance Measures, Goals, and Actual Results
Defined Benefit Pension Plans The Cigna Pension Plan and the Cigna Supplemental Pension Plan were frozen on July 1, 2009. Benefits earned under these plans have been determined based on eligible earnings through July 1, 2009. The freeze did not affect benefits earned before July 1, 2009. The Company’s NEOs hired before July 1, 2009 have vested benefits in the Pension Plan and the Supplemental Pension Plan. Additional information about pension benefits can be found in the Pension Benefits for 2023 table and accompanying narrative. Limited Perquisites and Other Benefits The Cigna Group’s executive compensation program provides limited perquisites to executive officers, offered primarily to attract and retain key talent or to provide for an executive officer’s safety and security. Perquisites generally have included an annual allowance under our executive financial services program (as described below), payments for residential security system monitoring and maintenance, and relocation benefits when a move is required. In addition, pursuant to a policy approved by the Committee, Mr. Cordani is required to use the corporate aircraft for business and personal travel to minimize and more efficiently use travel time, protect the confidentiality of travel and our business, and enhance Mr. Cordani’s personal safety and security. Mr. Cordani is fully responsible for any personal income taxes associated with his personal use of the corporate aircraft. The Cigna Group’s executive financial services program offers executive officers other than the CEO an annual allowance of up to $6,500 for the costs of financial or estate planning (including associated legal services) and tax return preparation. Mr. Cordani is reimbursed for all such expenses incurred. The Cigna Group also provides $1 million of personal umbrella liability insurance coverage for executive officers, who may purchase additional coverage at the group rate. The NEOs also are eligible to receive all of the benefits offered to The Cigna Group employees generally, including medical and other health and welfare benefits as well as voluntary benefits.
Employment Arrangements and Post-Termination Payments
Employment Arrangements and Post-Termination Payments Employment Arrangements We typically do not enter into individual employment contracts with our executive officers. Consistent with our approach of rewarding performance, employment is not guaranteed, and either The Cigna Group or the executive officer may terminate the relationship at any time. An executive officer receives an offer letter upon hire or promotion that describes initial compensation terms, such as base salary, any sign-on or other cash bonus or equity awards, any relocation assistance and target opportunities for annual cash incentive and long-term equity incentive compensation. Executive Severance Benefits The Company maintains the Cigna Executive Severance Benefits Plan (the Executive Severance Benefits Plan) for our executive officers, which provides severance benefits in the event of a termination of employment without cause (not including by reason of death or disability), which we believe to be consistent with market practice. The Executive Severance Benefits Plan helps accomplish the Company’s compensation philosophy of attracting and retaining exemplary talent. The Committee believes it is appropriate to provide executives with the rewards and protections afforded by the plan, as it reduces the need to negotiate individual severance arrangements with departing executives and protects our executives from termination for circumstances beyond their control. In connection with such termination, the CEO would receive base pay for 104 weeks plus 200% of his current EIP target. Each other executive officer would receive base pay for 78 weeks plus 150% of the executive’s current EIP target. Receipt of any payments or benefits under the Executive Severance Benefits Plan requires that the executive comply with any non-disclosure, non-competition, non-solicitation, and cooperation agreements entered into with the Company and execute a separation and release of claims agreement. If an executive fails to comply with any terms of the plan, including the aforementioned restrictive covenants, the Company may require repayment of any benefits received by the executive and any payments or benefits not yet received will be forfeited. In addition, each executive officer would receive a payment equal to the executive’s prorated EIP target and, if the separation date occurs before the payment of the annual incentive for the preceding year, an amount equal to the executive’s EIP target. The Company will also pay a COBRA subsidy equal to the cost of the Company’s contributions for active medical coverage for up to 18 months.
Employment Arrangements and Post-Termination Payments
Other Post-Termination Arrangements Stock options, restricted stock, RSUs, and SPSs that are scheduled to vest within 12 months of an executive officer’s involuntary termination without cause will be eligible to continue to vest as scheduled, subject to continued compliance with applicable non-disclosure, non-competition, non-solicitation, and cooperation agreements during the period of continued vesting. The number of shares issued in respect of any SPSs that vest following termination will be determined based on actual performance for the applicable performance period. Awards that are not scheduled to vest within 12 months of the termination date are forfeited upon an involuntary termination without cause. Upon an executive officer’s disability, death, or retirement, stock options, restricted stock, RSUs, and SPS awards may vest, depending on the nature of the award, the termination event, and the terms of the grant agreements. For a full explanation of how equity awards are treated in the event of an executive officer’s disability, death, or retirement, please see “Executive Compensation Tables – Potential Payments Upon Termination or Change of Control.” Change of Control Arrangements
Employment Arrangements and Post-Termination Payments
| The Cigna Group change of control arrangements are designed to incent executive officers to act in shareholders’ best interests when evaluating and integrating business combinations. |
Employment Arrangements and Post-Termination Payments
The Executive Severance Benefits Plan continues to apply to executive officers in the event of a qualified separation of service of the executive officer upon a change of control. A mere change of control itself (i.e., a “single trigger”) does not trigger benefits. The intent of the plan is to encourage executives to continue to act in shareholders’ best interests in evaluating potential transactions and ensure management talent will be available to assist with the transaction and business integration. Under the Executive Severance Benefits Plan and The Cigna Group Long-Term Incentive Plan, an executive officer will be eligible for benefits, as determined by the plan administrator, if such executive officer’s employment is terminated upon or during the two-year period following a change of control (i.e., a “double trigger”) if such termination is: •initiated by the Company other than “for cause” as defined in the applicable plan; or •initiated by the executive officer for “good reason” as defined under the applicable plan. Benefits in a double-trigger situation include the following: •A lump sum cash severance payment equal to 156 weeks (approximately three years) of base salary plus three times the higher of (1) the most recent annual incentive paid and (2) the target annual incentive. The intent of the formula for the annual incentive amount is to reward the executive officer for the level of expected performance prior to the change of control. •A payment equal to such individual’s prorated EIP target for the year of termination plus, if the separation date occurs before the payment of the annual incentive for the preceding year, an amount equal to the greater of (1) the executive officer’s current annual incentive target or (2) the annual incentive target for the year of the change of control. •Full vesting of all unvested stock options, restricted stock, and RSUs. As a result, if an executive is involuntarily terminated without cause or resigns for good reason within a two-year period following a change of control, the executive is able to realize the shareholder value to which the executive contributed while employed at the Company. •Vesting of all outstanding SPS awards based on the target vesting percentage of 100%. The intent of this formula is to provide executive officers with a reasonable estimate of the potential payouts and to avoid placing executive officers at a disadvantage as a result of a change of control. •At the Company’s expense, twelve months of basic life insurance plan coverage and six months of reasonable outplacement services following a change of control.
Employment Arrangements and Post-Termination Payments
Receipt of any payments or benefits requires that the executive comply with any non-disclosure, non-competition, non-solicitation, and cooperation agreements entered into with the Company and execute a separation and release of claims agreement. If an executive fails to comply with any terms of the plan, including the aforementioned restrictive covenants, the Company may require repayment of any benefits received by the executive and any payments or benefits not yet received will be forfeited. We do not provide gross-ups as part of our regular executive compensation program. If any portion of the change of control benefits paid to an executive officer would be subject to a change of control excise tax, then either (1) the executive will receive the full amount of the benefits and be responsible for paying any resulting excise tax or (2) the change of control benefits will be reduced by such an amount as to avoid the excise tax entirely, whichever alternative provides the executive with the greater amount of after-tax benefits. For more information, see “Executive Compensation Tables – Potential Payments upon Termination or Change of Control.”
Other Practices
| Our executive officers’ interests are well aligned with the interests of our long-term shareholders, evidenced by their significant stock holdings and further strengthened by the Company’s rigorous policies and practices. |
Other Practices
| Features of Our Stock Ownership Guidelines | | •Wholly owned shares, time-based restricted stock, time-based restricted stock units, stock equivalents, and shares owned through benefit plans (such as investments in the Company stock fund of The Cigna Group 401(k) Plan or the deferred compensation plans) are counted toward meeting the guidelines. •SPSs and stock options do not count toward meeting the ownership guidelines. •Executive officers have five years from date of hire, promotion, or any other event that changes their multiple of base salary to meet their applicable ownership requirement. Prior to meeting their stock ownership requirement, executives may only engage in transactions that increase their holdings. Once an executive attains the required holding level, the executive must maintain the requirement on a continuous basis, even if the requirement is met before the end of the five-year period. |
Other Practices
| Share Retention Requirements Encourage a Long-Term Ownership Philosophy | | •Once ownership requirements are met, executive officers may not sell more than 50% of the shares held above their applicable guideline in any single open trading period; and executive officers must retain, for at least one year, a minimum of 50% of the shares acquired upon exercise of any stock options and 50% of the shares acquired upon vesting of restricted stock or restricted stock unit grants, net of shares withheld or sold for taxes or payment of exercise prices, fees and expenses. |
Other Practices
Disgorgement of Awards (Clawback) Policy The Board has the authority to recoup compensation paid to executive officers in the event of a restatement of financial results, beyond the mandates of Sarbanes-Oxley Act of 2002. Effective October 2023, we adopted a standalone clawback policy that is compliant with the requirements of the Dodd-Frank Act, Rule 10D-1 of the Exchange Act, and NYSE Rule 303A.14. This policy provides that, upon the occurrence of an accounting restatement of the Company’s financial statements to correct an error, the Committee must recoup incentive-based compensation that was erroneously granted, earned, or vested to our current and former “officers” (as defined under Rule 16a-1 of the Exchange Act) based wholly or in part upon the attainment of any financial reporting measure, subject to limited exceptions. Additionally, pursuant to our Corporate Governance Guidelines, the Board will, as deemed appropriate and to the full extent permitted by law, require reimbursement of any bonus or other cash incentive compensation awarded to an executive officer and/or cancel unvested restricted or deferred stock awards previously granted to the executive officer if: •the amount of the bonus or incentive compensation was calculated based upon the achievement of certain financial results that were later the subject of a restatement; •the executive engaged in intentional misconduct that caused or partially caused the need for the restatement; and •the amount of the bonus or incentive compensation that would have been awarded to the executive had the financial results been properly reported would have been lower than the amount actually awarded. In addition, The Cigna Group’s stock option, restricted stock, RSUs, and SPS awards include a clawback provision. The provision applies to any NEO, who: •breaches certain restrictive covenant obligations, such as confidential information protection, non-competition, and non-solicitation; •engages in willful misconduct; or •fails to assist the Company to secure its intellectual property rights when requested to do so.
Other Practices
If a NEO engages in any of the above “violation events,” any gains realized from the exercise of options over the two years before termination and thereafter and the value of any restricted stock, RSUs, or SPS vesting over the year before termination or thereafter are required to be paid back to The Cigna Group. These provisions are designed to discourage employees from engaging in activities that can cause The Cigna Group competitive or reputational harm. Awards granted to senior executives under Express Scripts’ long-term incentive plans are subject to recovery in the event of a restatement of financial results, regardless of whether misconduct was the cause of the restatement. Hedging and Pledging Restrictions Our Securities Transactions and Insider Trading Policy (the Insider Trading Policy) prohibits our directors, executive officers, and all employees from engaging in hedging and pledging transactions. Prohibited transactions include, but are not limited to, trading in put or call options, short sales, zero cost collars, and forward sale contracts. Risk Oversight As part of its responsibilities, the Committee considers whether The Cigna Group’s compensation programs and policies encourage unnecessary or excessive risk-taking behavior. At the request of the Committee, on an annual basis, a comprehensive review of executive and employee incentive compensation programs is conducted to determine whether incentive compensation plans are likely to promote risk-taking behavior that could have a material adverse effect on the Company. The findings of this review are presented to, and discussed by, the Committee each year. The review analyzes: •compensation governance processes, including general design philosophy and risk considerations in structuring compensation and incentive plans; •situations where compensation programs may have the potential to raise material risks to the Company; •internal controls that mitigate the risk of incentive compensation having an unintended negative impact; and •plan design features that further mitigate compensation risk, including clawback arrangements, holding periods, earnings thresholds, payment structures, and plan caps. After conducting the review and assessing potential risks, the Committee determined that the Company’s incentive programs do not create risks that are reasonably likely to have a material adverse effect on the Company. Tax and Accounting Treatment Section 162(m)(6) of the Internal Revenue Code pertains to the deductibility of compensation paid by health insurers, including The Cigna Group. Under Section 162(m)(6) of the Internal Revenue Code, any per-person compensation in excess of $500,000 paid to any employee or, generally, any individual service provider, will not be deductible by The Cigna Group. The tax deduction limitation under Section 162(m)(6) results in the loss of some tax benefits related to employee compensation in excess of the $500,000 per-person deduction limit. While the Committee considers the impact of Section 162(m)(6), it believes that shareholder interests are best served by not restricting the Committee’s discretion and flexibility in crafting the executive compensation program, even if non-deductible compensation expenses could result. Separately, the Committee also considers the accounting consequences of its compensation decisions.
2023 Summary Compensation Table
2023 Summary Compensation Table This table includes information regarding compensation for each of the NEOs. Other tables in this Proxy Statement provide more detail about specific types of compensation with respect to 2023.
2023 Summary Compensation Table
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i) | Total ($) (j) | | David M. Cordani Chairman and Chief Executive Officer | 2023 | 1,500,000 | — | 12,656,213 | 3,200,020 | 3,300,000 | 80,585 | 310,437 | 21,047,255 | | | 2022 | 1,500,000 | — | 12,644,278 | 2,900,029 | 3,600,000 | † | 321,197 | 20,965,504 | | | 2021 | 1,500,000 | — | 11,745,385 | 3,625,042 | 2,700,000 | † | 301,839 | 19,872,266 | | Brian C. Evanko Executive Vice President, Chief Financial Officer, The Cigna Group, and President and Chief Executive Officer, Cigna Healthcare(1) | 2023 | 923,077 | — | 3,852,298 | 1,296,909 | 1,650,000 | 15,415 | 57,158 | 7,794,857 | | | 2022 | 836,731 | — | 3,493,584 | 1,078,170 | 1,500,000 | † | 57,196 | 6,965,681 | | | 2021 | 800,000 | — | 2,721,665 | 840,007 | 900,000 | † | 34,835 | 5,296,507 | | Noelle K. Eder Executive Vice President, Global Chief Information Officer | 2023 | 770,961 | — | 2,497,811 | 840,982 | 1,125,000 | † | 36,380 | 5,271,134 | | | 2022 | 718,366 | — | 2,316,966 | 715,034 | 840,000 | † | 34,619 | 4,624,985 | | Nicole S. Jones Executive Vice President, Chief Administrative Officer, and General Counsel | 2023 | 807,116 | — | 2,476,811 | 833,807 | 1,035,000 | 9,473 | 47,809 | 5,210,016 | | | 2022 | 768,366 | — | 2,583,969 | 797,503 | 1,020,000 | † | 62,909 | 5,232,747 | | | 2021 | 750,000 | — | 2,701,577 | 833,775 | 935,000 | † | 52,246 | 5,272,598 | | Eric P. Palmer Executive Vice President, Enterprise Strategy, The Cigna Group, and President and Chief Executive Officer, Evernorth Health Services(1) | 2023 | 1,000,000 | — | 4,640,956 | 1,562,541 | 1,650,000 | 16,976 | 58,838 | 8,929,311 | | | 2022 | 986,731 | — | 4,556,446 | 1,406,274 | 1,562,500 | † | 50,842 | 8,562,793 | | | 2021 | 948,462 | — | 4,179,824 | 1,290,005 | 1,187,500 | † | 39,890 | 7,645,681 |
2023 Summary Compensation Table
(1)Effective February 5, 2024, Mr. Evanko assumed the role of President and Chief Executive Officer, Cigna Healthcare, in addition to his role as Executive Vice President and Chief Financial Officer, The Cigna Group, and Mr. Palmer assumed the role of Executive Vice President, Enterprise Strategy, The Cigna Group, in addition to his role as President and Chief Executive Officer, Evernorth Health Services.
2023 Summary Compensation Table
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 87 |
2023 Summary Compensation Table
Stock Awards (Column (e)) Amounts in this column represent the grant date fair value of stock awards computed in accordance with ASC Topic 718 as described in Note 19 to The Cigna Group’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and, for SPSs, are based upon the probable outcome of the performance conditions. All awards were made under the LTIP. The SPSs are subject to performance conditions. The grant date fair value of SPS awards granted in 2023 reflects the probable achievement level of the TSR performance condition as of the grant date for the assumed award value of SPS awards as shown in the CD&A. Relative TSR performance comprises 50% of the weighting of the SPS performance measures. This forecasted performance condition creates an accounting grant date fair value that differs from the assumed award value granted to each NEO, as reflected in the CD&A. The remaining 50% of SPS weighting, subject to adjusted income from operations per share performance, has an accounting fair value that is equivalent to the assumed award value granted to each NEO. The amount reported in column (e) is consistent with the estimate of aggregate compensation cost recognized over the service period determined as of the grant date under ASC Topic 718, excluding the effect of estimated forfeitures, as follows:
2023 Summary Compensation Table
| | Value of Restricted Stock Granted In 2023 | Value of SPSs Granted In 2023 | | | Name | Grant Date Fair Value ($) | Grant Date Fair Value ($) | At Highest Performance Achievement* ($) | | David M. Cordani | 3,200,054 | 9,456,159 | 14,256,240 | | Brian Evanko | 1,297,168 | 2,555,130 | 3,852,151 | | Noelle K. Eder | 841,112 | 1,656,700 | 2,497,664 | | Nicole S. Jones | 834,041 | 1,642,770 | 2,476,664 | | Eric P. Palmer | 1,562,611 | 3,078,345 | 4,640,956 |
2023 Summary Compensation Table
*The value at the highest performance achievement reflects adjusted income from operations per share, at 200% of target and projected achievement of total shareholder return relative to Cigna’s TSR peer group based on accounting assumptions. Under ASC Topic 718, the vesting condition related to the total shareholder return is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying market condition. Option Awards (Column (f)) The column represents the grant date fair value of option awards made under the LTIP computed in accordance with ASC Topic 718 applying the same model and assumptions as The Cigna Group applies for financial statement reporting purposes, as described in Note 19 to The Cigna Group’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (disregarding any estimates for forfeitures). Non-Equity Incentive Plan Compensation (Column (g)) This column reflects performance-based compensation awarded under the EIP. Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h)) This column includes the aggregate change in the actuarial present value of accumulated benefits under the pension plans, which value increases and decreases from period to period and is subject to the assumptions discussed in connection with the Pension Benefits for 2023 Table. Information regarding accumulated benefits under the pension plans is also discussed in the narrative to the Pension Benefits for 2023 Table. The amounts in this column do not include deferred compensation because we do not provide above-market earnings to our executive officers. The “†” symbol in the table represents a negative change in pension value.
2023 Summary Compensation Table
| 88 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
2023 Summary Compensation Table
All Other Compensation (Column (i)) This column includes: •The Cigna Group matching contributions to the NEOs’ accounts under its 401(k) and supplemental 401(k) plans in the following amounts: Mr. Cordani — $88,050 Mr. Evanko — $47,896; Ms. Eder — $35,714; Ms. Jones — $38,957; and Mr. Palmer — $49,988. •We have included the perquisites and other personal benefits that we provided to certain NEOs in 2023. 2023 perquisites valued at incremental cost (the cost incurred by The Cigna Group due to the NEO’s personal use or benefit) are as follows: •For Mr. Cordani, perquisites included the use of the corporate aircraft for personal travel ($178,704); fees for financial planning, tax preparation, and legal services related to tax and estate planning ($36,456); costs for security system monitoring and maintenance; and costs for personal umbrella liability coverage.
2023 Summary Compensation Table
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 89 |
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 This table provides information about annual incentive targets for 2023 and grants of plan-based awards made in 2023 to the NEOs. The disclosed dollar and share amounts do not necessarily reflect the actual amounts that will be paid or issued to the NEOs. Those amounts will be known only if and when the awards vest or become payable.
Grants of Plan-Based Awards in 2023
| Name (a) | Grant Date (b) | Award Type (c) | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (j) | All Other Option Awards: Number of Securities Underlying Options (#) (k) | Exercise or Base Price of Option Awards ($/Sh) (l) | Closing Market Price on Date of Grant ($/Sh) (m) | Grant Date Fair Value of Stock and Option Awards ($) (n) | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | | | | Threshold ($) (d) | Target ($) (e) | Max. ($) (f) | Threshold (#) (g) | Target (#) (h) | Max. (#) (i) | | | | | | | David M. Cordani | — | EIP Target | — | 3,000,000 | 6,000,000 | | | | | | | | | | | 2/22/23 | SPS | | | | 4,073 | 32,586 | 65,172 | | | | | 9,456,159 | | | 2/22/23 | RSG | | | | | | | 10,862 | | | | 3,200,054 | | | 2/22/23 | Option | | | | | | | | 40,140 | 294.61 | 294.92 | 3,200,020 | | Brian C. Evanko | — | EIP Target | — | 1,500,000 | 3,000,000 | | | | | | | | | | | 2/22/23 | SPS | | | | 1,101 | 8,805 | 17,610 | | | | | 2,555,130 | | | 2/22/23 | RSG | | | | | | | 4,403 | | | | 1,297,168 | | | 2/22/23 | Option | | | | | | | | 16,268 | 294.61 | 294.92 | 1,296,909 | | Noelle K. Eder | — | EIP Target | — | 900,000 | 1,800,000 | | | | | | | | | | | 2/22/23 | SPS | | | | 714 | 5,709 | 11,418 | | | | | 1,656,700 | | | 2/22/23 | RSG | | | | | | | 2,855 | | | | 841,111 | | | 2/22/23 | Option | | | | | | | | 10,549 | 294.61 | 294.92 | 840,982 | | Nicole S. Jones | — | EIP Target | — | 900,000 | 1,800,000 | | | | | | | | | | | 2/22/23 | SPS | | | | 708 | 5,661 | 11,322 | | | | | 1,642,770 | | | 2/22/23 | RSG | | | | | | | 2,831 | | | | 834,041 | | | 2/22/23 | Option | | | | | | | | 10,459 | 294.61 | 294.92 | 833,807 | | Eric P. Palmer | — | EIP Target | — | 1,500,000 | 3,000,000 | | | | | | | | | | | 2/22/23 | SPS | | | | 1,326 | 10,608 | 21,216 | | | | | 3,078,345 | | | 2/22/23 | RSG | | | | | | | 5,304 | | | | 1,562,611 | | | 2/22/23 | Option | | | | | | | | 19,600 | 294.61 | 294.92 | 1,562,541 |
Grants of Plan-Based Awards in 2023
| 90 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Grants of Plan-Based Awards in 2023
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Columns (e) and (f)) Amounts in column (f) represent annual incentive targets for the 2023 performance period. Individual award values can range from 0% to 200% of target (as reflected in column (g)). The actual amounts earned by each NEO and paid in 2023 are as follows: Mr. Cordani — $3,300,000; Mr. Evanko — $1,650,000; Ms. Eder — $1,125,000; Ms. Jones — $1,035,000; and Mr. Palmer — $1,650,000. Estimated Future Payouts Under Equity Incentive Plan Awards (Columns (g), (h) and (i)) Represents SPSs awarded for the 2023-2025 performance period. The SPS awards are not fully vested until paid in the year following the close of the three-year performance period. The People Resources Committee will determine payout of this SPS award, if any, in 2026 based on achievement of the three-year performance goals. The number of shares paid can range from 0% to 200% of the number of SPSs awarded. Threshold shares represent a threshold value for the SPS awards at 12.5% of target, which represents the lowest non-zero level of share payout under these awards, assuming achievement at threshold for relative total shareholder return. All Other Stock Awards (Column (j)) Represents restricted stock granted under the LTIP and approved by the People Resources Committee at its February 2023 meeting as part of each NEO’s long-term incentive award. Restricted stock represented 25% of the long-term incentive awards for executive officers in 2023, excluding Mr. Cordani, whose restricted stock award represented 20% of his total long-term incentive award. These restricted stock awards will vest in three equal annual installments beginning March 1, 2024. All Other Option Awards (Column (k)) Represents stock option awards granted under the LTIP and approved by the People Resources Committee at its February 2023 meeting as part of each NEO’s long-term incentive award. Stock options represented 25% of the long-term incentive awards for executive officers in 2023 excluding Mr. Cordani, whose stock option award represented 20% of his total long-term incentive award. These stock options will vest in three equal annual installments beginning March 1, 2024. Exercise or Base Price of Option Awards (Column (l)) Pursuant to the LTIP, the stock option exercise price is the average of the high and low trading price of The Cigna Group common stock on the date of the award. Grant Date Fair Value of Stock and Options Awards (Column (n)) These amounts represent the grant date fair value of equity awards computed in accordance with ASC Topic 718, applying the same model and assumptions The Cigna Group uses for financial statement reporting purposes. The award values represented in the table are theoretical and may not correspond to the actual value that will be recognized by the NEO. The grant date fair value of SPS awards granted in 2023 reflects the probable achievement level based on accounting assumptions of the TSR performance condition as of the grant date for the assumed award value of SPS awards as shown in the CD&A. TSR performance comprises 50% of the weighting of the SPS performance measures. This forecasted performance condition creates an accounting grant date fair value that differs from the assumed award value granted to each NEO (as reflected in the CD&A).
Grants of Plan-Based Awards in 2023
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 91 |
Outstanding Equity Awards at Year-End 2023
Outstanding Equity Awards at Year-End 2023 This table provides information about unexercised stock options and unvested stock awards (restricted stock and SPSs) held as of December 31, 2023 by the NEOs.
Outstanding Equity Awards at Year-End 2023
| | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#)(1) Unexercisable (c) | Option Exercise Price ($) (d) | Option Expiration Date (e) | Number of Shares or Units of Stock that Have Not Vested (#)(1) (f) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(1) (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) (i) | | David M. Cordani | 142,801 | 0 | 139.2200 | 3/1/2026 | 60,977 | $18,259,563 | 70,909 | $21,233,700 | | | 119,053 | 0 | 149.1350 | 2/28/2027 | | | | | | | 93,490 | 0 | 197.3500 | 2/28/2028 | | | | | | | 63,553 | 0 | 183.4405 | 2/27/2029 | | | | | | | 66,718 | 0 | 192.0200 | 2/26/2030 | | | | | | | 53,903 | 26,952 | 213.8000 | 2/24/2031 | | | | | | | 19,094 | 38,190 | 227.0200 | 2/23/2032 | | | | | | | 0 | 40,140 | 294.6100 | 2/22/2033 | | | | | | Total | 558,612 | 105,282 | | | 60,977 | $18,259,563 | 70,909 | $21,233,700 | | Brian C. Evanko | 5,806 | 0 | 120.8950 | 2/25/2025 | 17,209 | $5,153,235 | 18,304 | $5,481,133 | | | 6,269 | 0 | 139.2200 | 3/1/2026 | | | | | | | 5,849 | 0 | 149.1350 | 2/28/2027 | | | | | | | 6,311 | 0 | 197.3500 | 2/28/2028 | | | | | | | 8,286 | 0 | 183.4405 | 2/27/2029 | | | | | | | 12,010 | 0 | 192.0200 | 2/26/2030 | | | | | | | 12,490 | 6,246 | 213.8000 | 2/24/2031 | | | | | | | 7,099 | 14,198 | 227.0200 | 2/23/2032 | | | | | | | 0 | 16,268 | 294.6100 | 2/22/2033 | | | | | | Total | 64,120 | 36,712 | | | 17,209 | $5,153,235.05 | 18,304 | $5,481,133 | | Noelle K. Eder | 6,408 | 0 | 171.3850 | 9/14/2030 | 12,186 | $3,649,098 | 12,009 | $3,596,095 | | | 9,368 | 4,684 | 213.8000 | 2/24/2031 | | | | | | | 4,708 | 9,416 | 227.0200 | 2/23/2032 | | | | | | | 0 | 10,549 | 294.6100 | 2/22/2033 | | | | | | Total | 20,484 | 24,649 | | | 12,186 | $3,649,097.7 | 12,009 | $3,596,095 | | Nicole S. Jones | 17,666 | 0 | 149.1350 | 2/28/2027 | 14,741 | $4,414,192 | 12,687 | $3,799,122 | | | 14,484 | 0 | 197.3500 | 2/28/2028 | | | | | | | 12,946 | 0 | 183.4405 | 2/27/2029 | | | | | | | 15,346 | 0 | 192.0200 | 2/26/2030 | | | | | | | 12,398 | 6,199 | 213.8000 | 2/24/2031 | | | | | | | 5,251 | 10,502 | 227.0200 | 2/23/2032 | | | | | | | 0 | 10,459 | 294.6100 | 2/22/2033 | | | | | | Total | 78,091 | 27,160 | | | 14,741 | $4,414,192.45 | 12,687 | $3,799,122 | | Eric P. Palmer | 6,701 | 0 | 139.2200 | 3/1/2026 | 24,238 | $7,258,069 | 22,997 | $6,886,452 | | | 6,073 | 0 | 149.1350 | 2/28/2027 | | | | | | | 17,530 | 0 | 197.3500 | 2/28/2028 | | | | | | | 18,125 | 0 | 183.4405 | 2/27/2029 | | | | | | | 20,016 | 0 | 192.0200 | 2/26/2030 | | | | | | | 19,182 | 9,591 | 213.8000 | 2/24/2031 | | | | | | | 9,259 | 18,519 | 227.0200 | 2/23/2032 | | | | | | | 0 | 19,600 | 294.6100 | 2/22/2033 | | | | | | Total | 96,886 | 47,710 | | | 24,238 | $7,258,069.1 | 22,997 | $6,886,452 |
Outstanding Equity Awards at Year-End 2023
| 92 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Outstanding Equity Awards at Year-End 2023
(1)The following table shows the vesting dates of stock options, restricted stock, and SPSs that have not vested, held as of December 31, 2023 by the NEOs.
Outstanding Equity Awards at Year-End 2023
| | Number of Stock Options that Have Not Vested (a) | Vesting Date (b) | Vesting Amount (c) | Number of Shares or Units that Have Not Vested (i) (d) | Vesting Date (i) (e) | Vesting Amount (f) | Number of Equity Incentive Plan Award Shares or Units that Have Not Vested (ii) (g) | Vesting Date (ii) (h) | Vesting Amount (i) | | David M. Cordani | 26,952 | 3/1/2024 | 26,952 | 35,946 | 3/1/2024 | 35,946 | 70,909 | 2025 | 38,323 | | | 38,190 | 3/1/2024 | 19,095 | 5,652 | 3/1/2024 | 5,652 | | 2026 | 32,586 | | | | 3/1/2025 | 19,095 | 8,517 | 3/1/2024 | 4,258 | | | | | | 40,140 | 3/1/2024 | 13,380 | | 3/1/2025 | 4,259 | | | | | | | 3/1/2025 | 13,380 | 10,862 | 3/1/2024 | 3,620 | | | | | | | 3/1/2026 | 13,380 | | 3/1/2025 | 3,621 | | | | | | | | | | 3/1/2026 | 3,621 | | | | | Total | | | 105,282 | | | 60,977 | | | 70,909 | | Brian C. Evanko | 6,246 | 3/1/2024 | 6,246 | 8,329 | 3/1/2024 | 8,329 | 18,304 | 2025 | 9,499 | | | 14,198 | 3/1/2024 | 7,099 | 1,310 | 3/1/2024 | 1,310 | | 2026 | 8,805 | | | | 3/1/2025 | 7,099 | 3,167 | 3/1/2024 | 1,583 | | | | | | 16,268 | 3/1/2024 | 5,422 | | 3/1/2025 | 1,584 | | | | | | | 3/1/2025 | 5,423 | 4,403 | 3/1/2024 | 1,467 | | | | | | | 3/1/2026 | 5,423 | | 3/1/2025 | 1,468 | | | | | | | | | | 3/1/2026 | 1,468 | | | | | Total | | | 36,712 | | | 17,209 | | | 18,304 | | Noelle K. Eder | 4,684 | 3/1/2024 | 4,684 | 6,248 | 3/1/2024 | 6,248 | 12,009 | 2025 | 6,300 | | | 9,416 | 3/1/2024 | 4,708 | 983 | 3/1/2024 | 983 | | 2026 | 5,709 | | | | 3/1/2025 | 4,708 | 2,100 | 3/1/2024 | 1,050 | | | | | | 10,549 | 3/1/2024 | 3,516 | | 3/1/2025 | 1,050 | | | | | | | 3/1/2025 | 3,516 | 2,855 | 3/1/2024 | 951 | | | | | | | 3/1/2026 | 3,517 | | 3/1/2025 | 952 | | | | | | | | | | 3/1/2026 | 952 | | | | | Total | | | 24,649 | | | 12,186 | | | 12,009 | | Nicole S. Jones | 6,199 | 3/1/2024 | 6,199 | 8,268 | 3/1/2024 | 8,268 | 12,687 | 2025 | 7,026 | | | 10,502 | 3/1/2024 | 5,251 | 1,300 | 3/1/2024 | 1,300 | | 2026 | 5,661 | | | | 3/1/2025 | 5,251 | 2,342 | 3/1/2024 | 1,171 | | | | | | 10,459 | 3/1/2024 | 3,486 | | 3/1/2025 | 1,171 | | | | | | | 3/1/2025 | 3,486 | 2,831 | 3/1/2024 | 943 | | | | | | | 3/1/2026 | 3,487 | | 3/1/2025 | 944 | | | | | | | | | | 3/1/2026 | 944 | | | | | Total | | | 27,160 | | | 14,741 | | | 12,687 | | Eric P. Palmer | 9,591 | 3/1/2024 | 9,591 | 12,792 | 3/1/2024 | 12,792 | 22,997 | 2025 | 12,389 | | | 18,519 | 3/1/2024 | 9,259 | 2,012 | 3/1/2024 | 2,012 | | 2026 | 10,608 | | | | 3/1/2025 | 9,260 | 4,130 | 3/1/2024 | 2,065 | | | | | | 19,600 | 3/1/2024 | 6,533 | | 3/1/2025 | 2,065 | | | | | | | 3/1/2025 | 6,533 | 5,304 | 3/1/2024 | 1,768 | | | | | | | 3/1/2026 | 6,534 | | 3/1/2025 | 1,768 | | | | | | | | | | 3/1/2026 | 1,768 | | | | | Total | | | 47,710 | | | 24,238 | | | 22,997 |
Outstanding Equity Awards at Year-End 2023
i.These columns include unvested restricted stock and SPSs granted for the 2021–2023 performance period. The number of SPSs reported in these columns reflects the shares vested in March 2024 for the 2021–2023 performance period at their actual payout percentage. As of December 31, 2023, the relevant performance conditions had been satisfied, but the awards were not fully vested until payout in March 2024.
Outstanding Equity Awards at Year-End 2023
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 93 |
Outstanding Equity Awards at Year-End 2023
ii.These columns include unvested SPSs granted for the 2022–2024 and 2023-2025 performance periods. The SPS awards are not fully vested until paid in the year following the close of the three-year performance period. The People Resources Committee determines payout, if any, in the year of vesting based on achievement of three-year performance goals. It is not possible to determine SPS award vesting amounts until the end of the three-year performance period. Notwithstanding this, the SPS amounts reported in these columns assumes that each of the performance measures is achieved at target (100%). Because payment will be made in The Cigna Group common stock, the actual value will be based on The Cigna Group’s common stock price at the time of payment. (2) Based on the closing price of the Company’s common stock on December 29, 2023 ($299.45).
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023 This table provides information about the number of shares of The Cigna Group common stock acquired and value realized by the NEOs upon exercise of stock options and the vesting of restricted stock and SPS awards during 2023. No SPSs awarded for the 2021-2023, 2022-2024, or 2023-2025 performance periods vested in 2023.
Option Exercises and Stock Vested in 2023
| | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized Upon Exercise ($) (c)(1) | Number of Shares Acquired on Vesting (#) (d) | Value Realized Upon Vesting ($) (e)(1) | | David M. Cordani | — | — | 53,535(2)(3) | 15,705,879 | | Brian C. Evanko | 2,877 | 634,387 | 10,746(2)(3) | 3,148,252 | | Noelle K. Eder | — | — | 9.387(2)(3) | 2,735,090 | | Nicole S. Jones | — | — | 12,506(2)(3) | 3,668,206 | | Eric P. Palmer | — | — | 17,164(2)(3) | 5,031,163 |
Option Exercises and Stock Vested in 2023
(1)Value realized upon exercise of option awards is calculated by multiplying the number of shares acquired upon exercise by the difference between the market price at the time of the transaction and the option’s exercise price. For stock awards, the value realized upon vesting is calculated by multiplying the number of shares acquired upon vesting by the market value per share of The Cigna Group common stock. The market value is calculated, consistent with the LTIP definition of fair market value per share, as the average of the high and the low trading price per share of The Cigna Group common stock on the applicable vesting date (or on the most recent previous trading day if the vesting date occurred on a non-trading day). (2)Includes the vesting on February 24, 2023 of 2020-2022 SPS awards as follows: Mr. Cordani — 37,549; Mr. Evanko — 6,759; Ms. Eder — 5,410; Ms. Jones — 8,637; and Mr. Palmer — 11,265. The market value on February 24, 2023 was $294.27 per share (3)Includes the following restricted share vesting events: •February 24, 2023 – shares vested as follows: Mr. Cordani — 6,076 shares; Mr. Evanko — 1,094 shares; Ms. Jones — 1,398 shares; and Mr. Palmer — 1,823 shares. The market value on February 24, 2023 was $294.27 per share. •March 1, 2023 – shares vested as follows: Mr. Cordani — 9,910 shares; Mr. Evanko — 2,893 shares; Ms. Jones — 2,471 shares; Mr. Palmer — 4,076 shares; and Ms. Eder — 2,032 shares. The market value on March 1, 2023 was $289.44 per share. •September 14, 2023 – 1,945 shares for Ms. Eder. The market value on September 14, 2023 was $285.32 per share.
Option Exercises and Stock Vested in 2023
| 94 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Pension Benefits for 2023
Pension Benefits for 2023 This table shows the present value as of December 31, 2023 of the estimated pension benefits payable upon retirement at age 65 to each of the NEOs who participate in a pension plan. The amounts shown are present values and not necessarily the actual amounts that will be paid to the NEOs because those amounts will not be known until the pension benefits become payable.
Pension Benefits for 2023
| Name (a) | Plan Name (b) | Number of Years Credited Service # (c)(1) | Present Value of Accumulated Benefit ($) (d)(2) | Payments During the Last Fiscal Year ($) (e) | | David M. Cordani | Cigna Pension Plan (Part A) | 18 | 21,332 | — | | | Cigna Pension Plan (Part B) | 18 | 348,774 | — | | | Cigna Supplemental Pension Plan | 18 | 194,502 | — | | | Cigna Supplemental Pension Plan of 2005 | 18 | 636,465 | — | | Brian C. Evanko | Cigna Pension Plan (Part B) | 12 | 145,656 | — | | | Cigna Supplemental Pension Plan of 2005 | 12 | 3,044 | — | | Nicole S. Jones | Cigna Pension Plan (Part B) | 3 | 55,835 | — | | | Cigna Supplemental Pension Plan of 2005 | 3 | 55,934 | — | | Eric P. Palmer | Cigna Pension Plan (Part B) | 11 | 152,651 | — | | | Cigna Supplemental Pension Plan of 2005 | 11 | 11,280 | — |
Pension Benefits for 2023
(1)Mr. Cordani, Mr. Evanko, Ms. Jones, and Mr. Palmer have not received additional credited years of service under the Cigna Pension Plan, Cigna Supplemental Pension Plan and the Cigna Supplemental Pension Plan of 2005 since 2009, when such plans were frozen. (2)Assumptions used in the calculations of the amounts in this column are included in Note 18 to our audited financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K. The actuarial present values of the prior period benefits were, in part, computed as a projected lump sum payout payable at normal retirement age (age 65), which was then discounted to the present value as of December 31, 2023 using the same assumptions as those used for financial reporting purposes. The assumptions are interest discount rates of 5.11% for the Cigna Pension Plan and 5.09% for the Cigna Supplemental Pension Plan and the Cigna Supplemental Pension Plan of 2005, and the PRI-2012 White Collar Table with Improvement Scale MP 2021 on a generational basis for those plans.
Nonqualified Deferred Compensation for 2023
Nonqualified Deferred Compensation for 2023 This table provides information about the contributions, earnings and balances for the NEOs under deferred compensation plans as of and for the year ended December 31, 2023.
Nonqualified Deferred Compensation for 2023
| Name (a) | Plan Name (b) | Executive Contributions in Last FY ($) (c) | Registrant Contributions in Last FY(1) ($) (d) | Aggregate Earnings in Last FY ($) (e) | Aggregate Withdrawal/Distributions ($) (f) | Aggregate Balance at Last FYE ($) (g)(2) | | David M. Cordani | Cigna Deferred Compensation Plan | — | — | (85,848) | — | 984,462 | | | Supplemental 401(k) | — | 71,550(3) | 24,101 | — | 908,200 | | Brian C. Evanko | Supplemental 401(k) | — | 31,396(3) | 3,582 | — | 155,755 | | Noelle K. Eder | Supplemental 401(k) | — | 19,214(3) | 804 | — | 47,141 | | Nicole S. Jones | Supplemental 401(k) | — | 22,457(3) | 6,188 | — | 237,286 | | Eric P. Palmer | Cigna Deferred Compensation Plan | — | — | (20,988) | — | 263,289 | | | Supplemental 401(k) | — | 33,488(3) | 5,524 | — | 225,301 |
Nonqualified Deferred Compensation for 2023
(1)Cigna’s contributions to the Supplemental 401(k) Plan are included in the “All Other Compensation” column of the 2023 Summary Compensation Table. (2)Amounts contributed by a NEO and by the Company in prior years have been reported in the Summary Compensation Tables in the previously filed proxy statements in the year earned to the extent such person was a named executive officer for purposes of the SEC’s executive compensation disclosure. (3)Includes a contribution made to the NEO under The Cigna Group Supplemental 401(k) Plan in 2023 with respect to 2023 compensation. Cigna Deferred Compensation Plan The Cigna Group credits deferred compensation with hypothetical investment earnings during the deferral period as follows: •Deferred cash compensation is credited with amounts that equal the gains (or losses) on the actual investment options available under The Cigna Group 401(k) Plan. The 401(k) Plan investment options include a default fixed income fund with an annual interest rate applicable for 2023 of 2.95%, which is not considered an “above market” interest rate as that term is defined by the SEC. The fixed income fund is the only hypothetical investment option available to non-executive employees. •Deferred shares of The Cigna Group common stock are credited with amounts equal to any dividends that are paid on actual shares of The Cigna Group common stock. These hypothetical dividends are treated as deferred cash compensation. Generally, payments of deferrals after 2004 will be made or will begin during one of the following periods: July of the year following the year of an executive’s separation from service; the 90-day period beginning January 1 of the year following the year of an executive’s death; or a date specified by the officer or by The Cigna Group. Deferred compensation balances represent a general unsecured and unfunded obligation of The Cigna Group. Subject to limitations under The Cigna Group’s Insider Trading Policy, executive officers who participate in The Cigna Group Deferred Compensation Plan can defer up to 100% of their base salary and annual incentive award and may change their hypothetical investment allocations on deferrals once per quarter.
Nonqualified Deferred Compensation for 2023
| 98 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The Contingent Payments Table reflects the estimated amount of incremental compensation that would become payable to each of the NEOs under existing plans and arrangements if the NEO’s employment had terminated in certain scenarios on December 29, 2023, the last business day of 2023, given the NEO’s compensation and service levels as of such date and, if applicable, based on our closing stock price on December 29, 2023 ($299.45 per share). All change of control benefits are “double-trigger,” which means that they are payable only upon a change of control followed by a qualifying termination of employment. Additionally, in connection with any actual termination of employment or change of control transaction, we may decide to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of the benefits described below, as the People Resources Committee, or for Mr. Cordani, the independent members of the Board, determines appropriate. The actual incremental amounts that would be paid upon a NEO’s termination of employment or in connection with a change of control can be determined only at the time of any such event. The calculation of the hypothetical amounts paid to each of the NEOs in the circumstances described below relies on assumptions used in making the calculations. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than those reported below. Factors that could affect these amounts include the timing during the year of any such event, our stock price, and specific plan terms that govern administration of payments. See also “Employment Arrangements and Post-Termination Payments” in the CD&A for a description of The Cigna Group’s policies on severance pay. In calculating the hypothetical payment amounts, we have assumed that: (1) change of control and termination occur as of December 29, 2023; (2) payments of benefits are made in a lump sum on December 29, 2023 unless otherwise noted; and (3) the value of options would be equal to the value realized upon exercise of those options that accelerate as a result of the applicable event and that were in-the-money as of December 29, 2023. However, the actual exercise date of options is not known and payment dates would vary because of Internal Revenue Code rules relating to deferred compensation. The table shown below does not include certain non-forfeitable payments or benefits, such as 401(k), supplemental 401(k), vested deferred compensation, pension plans, and the value of previously vested in-the-money options, assuming exercise. In each case, the NEO would, subject to certain limitations, receive these payments or benefits upon termination, including voluntary termination or termination for cause. Contingent Payment Descriptions The aggregate amounts in the Contingent Payments Table appear under the following headings: •Severance, which refers to salary continuation upon involuntary termination, or salary continuation upon involuntary termination and change of control for the NEOs. •Annual Incentive, which refers to annual cash incentive awards payable to the NEOs. •Vesting of Previously Awarded Long-Term Incentives, which refers to retention and continued vesting of in-the-money options, restricted stock, and SPSs. •Other Benefits, which includes the cost to the Company for outplacement services and/or Company-paid basic life insurance. Hypothetical payment amounts represent an approximation of the potential payment.
Potential Payments Upon Termination or Change of Control
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 99 |
Potential Payments Upon Termination or Change of Control
| Contingent Payments All Actions Assume a December 29, 2023 Termination Date | | | | | | | Involuntary Termination Not for Cause ($) (a) | Termination Upon a Change of Control ($) (b) | Early Retirement or Retirement ($) (c) | Termination Upon Death or Disability ($) (d) | | David M. Cordani | | | | | | Severance | 9,000,000 | 15,300,000 | 0 | 0 | | Annual Incentive | 3,000,000 | 3,000,000 | 3,000,000 | 0 | | Vesting of Previously Awarded Long-Term Incentives | 17,962,456 | 44,152,700 | 33,822,274 | 44,152,700 | | Other Benefits | 38,770 | 38,770 | 0 | 0 | | TOTAL | 30,001,226 | 62,491,470 | 36,822,274 | 44,152,700 | | Brian C. Evanko | | | | | | Severance | 3,675,000 | 7,350,000 | 0 | 0 | | Annual Incentive | 1,500,000 | 1,500,000 | 0 | 0 | | Vesting of Previously Awarded Long-Term Incentives | 4,734,073 | 12,135,395 | 0 | 12,135,395 | | Other Benefits | 38,770 | 38,770 | 0 | 0 | | TOTAL | 9,947,843 | 21,024,165 | 0 | 12,135,395 | | Noelle K. Eder | | | | | | Severance | 2,625,000 | 5,250,000 | 0 | 0 | | Annual Incentive | 900,000 | 900,000 | 0 | 0 | | Vesting of Previously Awarded Long-Term Incentives | 3,417,720 | 8,273,430 | 0 | 8,273,430 | | Other Benefits | 38,770 | 38,770 | 0 | 0 | | TOTAL | 6,981,490 | 14,462,200 | 0 | 8,273,430 | | Nicole S. Jones | | | | | | Severance | 2,625,000 | 5,610,000 | 0 | 0 | | Annual Incentive | 900,000 | 900,000 | 0 | 0 | | Vesting of Previously Awarded Long-Term Incentives | 4,286,179 | 9,415,398 | 0 | 9,415,398 | | Other Benefits | 38,770 | 38,770 | 0 | 0 | | TOTAL | 7,849,949 | 15,964,168 | 0 | 9,415,398 | | Eric P. Palmer | | | | | | Severance | 3,750,000 | 7,687,500 | 0 | 0 | | Annual Incentive | 1,500,000 | 1,500,000 | 0 | 0 | | Vesting of Previously Awarded Long-Term Incentives | 6,887,766 | 16,185,383 | 0 | 16,185,383 | | Other Benefits | 38,770 | 38,770 | 0 | 0 | | TOTAL | 12,176,536 | 25,411,653 | 0 | 16,185,383 |
Potential Payments Upon Termination or Change of Control
| 100 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Potential Payments Upon Termination or Change of Control
Involuntary Termination not for Cause (Column (a)) Pursuant to the Executive Severance Benefits Plan, upon a termination of employment without cause (not including by reason of death or disability), executive officers would receive the following: •In the case of the CEO, base pay for 104 weeks plus 200% of his current EIP target; in the case of each other executive officer, base pay for 78 weeks plus 150% of such executive officer’s current EIP target. •A payment equal to the executive officer’s prorated EIP target for the year of termination and, if the separation date occurs before the payment of the annual incentive for the preceding year, an amount equal to the executive officer’s EIP target. •Stock options, restricted stock, and SPS awards that are scheduled to vest within 12 months of an involuntary termination not for cause will continue to vest, and SPSs will be paid out based on actual performance. Awards that are not scheduled to vest within 12 months of the termination date would be forfeited. For stock options, the value shown was determined by subtracting the exercise price from the closing price of The Cigna Group common stock on December 29, 2023 ($299.45). For restricted stock and SPS awards, the value represents the number of shares of restricted stock or SPSs (at target performance) multiplied by the closing price of The Cigna Group’s common stock on December 29, 2023. •Six months of outplacement services paid by the Company. For purposes of this estimate, a cost of $15,000 for outplacement services was used. •A COBRA subsidy equal to the cost of the Company’s contributions for active medical coverage for up to 18 months. Receipt of any payments or benefits under the Executive Severance Benefits Plan requires that the executive comply with any non-disclosure, non-competition, non-solicitation, and cooperation agreements entered into with the Company and execute a separation and release of claims agreement. If an executive fails to comply with any terms of the plan, including the aforementioned restrictive covenants, the Company may require repayment of any benefits received by the executive and any payments or benefits not yet received will be forfeited. Termination upon a Change of Control (Column (b)) The payments and benefits discussed are hypothetical and contingent in nature. However, if a change of control were to occur, executive officers who are terminated (other than as the result of conviction of a felony involving fraud or dishonesty directed against The Cigna Group) within two years after a change of control would be entitled to the following payments and benefits: •156 weeks of pay, at the base salary rate in effect at termination. •Three-times the higher of the executive’s last annual incentive payout and the amount of the executive’s annual incentive target immediately before the change of control. •A prorated portion of his or her annual incentive target for the year in which termination occurs. •Payout of all outstanding SPSs based on 100% of the applicable award. The value shown for each NEO represents the number of SPSs estimated to vest multiplied by $299.45, the closing price of The Cigna Group common stock on December 29, 2023. •Unvested stock options and restricted stock awards would vest. Options granted prior to 2021 would expire on the earlier of the original expiration date or three months after the termination date. Options granted beginning in 2021 would expire on the earlier of the original expiration date or three years after the termination date. •Six months of outplacement services paid by the Company. For purposes of this estimate, a cost of $15,000 for outplacement services was used. •A COBRA subsidy equal to the cost of the Company’s contributions for active medical coverage for up to 18 months. If, within two years after a change of control, any of the following changes affect an executive officer and the executive officer then resigns following written notification to The Cigna Group, the resignation will be treated as a termination upon a change of control: any reduction in compensation; any material reduction in authority, duties, or responsibilities; or a relocation of the executive’s office more than 35 miles from its location on the date of the change of control. Our LTIP and Executive Severance Benefits Plan provide that if any portion of the change of control benefits paid to an executive officer would be subject to an excise tax, then either (1) the executive will receive the full amount of the benefits and will pay any resulting excise tax or (2) the change of control benefits will be reduced enough to avoid the excise tax entirely, whichever alternative provides the executive with the greater amount of after-tax benefits. Based on our assumptions and calculations, no excise tax would be due under the scenario set forth in the table above.
Potential Payments Upon Termination or Change of Control
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 101 |
Potential Payments Upon Termination or Change of Control
Early Retirement or Retirement (Column (c)) On December 29, 2023, of the NEOs serving as executive officers, only Mr. Cordani was eligible for early retirement or retirement benefits. Upon early retirement (on or after age 55 and at least five years of service) or retirement (on or after age 65 and at least five years of service), the amount of any benefits or payments to a NEO is subject to the discretion of the People Resources Committee and/or the terms of any agreement executed by the Company and the retiring NEO that has been approved by the Committee. From the range of possible decisions the People Resources Committee may make about payments and benefits, a reasonable assumption of payments or benefits that a NEO would receive upon retirement include: •A prorated portion of that individual’s annual incentive target; and •Subject to the People Resources Committee’s approval: •Payout of a prorated portion of previously awarded SPSs based on 100% of the 2021–2023 SPS award, 67% of the 2022–2024 SPS award, and 33% of the 2023–2025 SPS award; •Continued vesting of any unvested options. All outstanding options would expire on the earlier of the original expiration date or three years after the termination date in the event of an early retirement or expire on the original expiration date in the event of a retirement; and •Continued vesting of any restricted stock awards. Death or Disability (Column (d)) If a NEO dies while still an active employee, certain benefits are available to that individual’s estate or surviving spouse. Restrictions on restricted stock awards would lapse upon death or disability. Vesting of any unvested options would be accelerated and the options would become exercisable and expire on the original expiration date. Any outstanding SPSs would receive an immediate payout of 100% of the outstanding awards for the 2021-2023, 2022-2024, and 2023-2025 performance periods. Pay Ratio The ratio of our CEO’s total annual compensation to our median employee’s total annual compensation (the CEO Pay Ratio) is a reasonable, good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For our 2023 CEO Pay Ratio, we identified our median employee using our global employee population as of December 31, 2023 and used taxable compensation for the full year as our consistently applied compensation measure, as permitted by SEC rules. We believe this measure reasonably reflects the annual compensation of our employees. The Cigna Group is a global health company with employees in 25 countries. For purposes of the calculation of our 2023 CEO Pay Ratio, on December 31, 2023 our global employee population consisted of 67,761 U.S. and 4,716 non-U.S. employees. In accordance with SEC rules, we excluded all employees in the 22 countries with our smallest employee populations, totaling in the aggregate 2,836 employees (approximately 3.9% of our total employee population at December 31, 2023). Employees from the following countries were excluded: Australia (9 employees), Bahrain (4 employees), Belgium (249 employees), Canada (561 employees), Cayman Islands (10 employees), Chile (2 employees), China (28 employees), France (4 employees), Germany (1 employee), Hong Kong (324 employees), India (333 employees), Italy (5 employees), Kenya (302 employees), Kuwait (1 employee), Lebanon (16 employees), Malaysia (425 employees), Netherlands (6 employees), Oman (7 employees), Saudi Arabia (39 employees), Singapore (119 employees), Switzerland (59 employees), and United Arab Emirates (332 employees). After excluding employees in these countries, our employee population as of December 31, 2023 consisted of 69,641 employees (including 67,761 employees in the U.S. and 1,880 employees outside of the U.S.). We calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. Based on our calculation for 2023, our CEO’s annual total compensation for 2023 was $21,047,255 and our median employee’s annual total compensation for 2023 was $75,191. Accordingly, we estimated our CEO Pay Ratio for 2023 to be 279.9:1. Due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, the ratio may or may not be comparable to CEO pay ratios presented by other companies. Other Compensation Information The CD&A section of this Proxy Statement sets forth the financial and other factors considered by the People Resources Committee when reviewing and setting the compensation of our CEO, and other named executive officers
Potential Payments Upon Termination or Change of Control
| 102 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Potential Payments Upon Termination or Change of Control
for the 2023 performance year. As required by Item 402(v) (the Rule) of Regulation S-K, the following sets forth information regarding compensation of our principal executive officer (PEO) and our other non-PEO named executive officers. In accordance with the Rule, the discussion below and its related tables include an amount referred to as “compensation actually paid” as defined in Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the revaluation of unvested and outstanding equity awards. In accordance with the Rule, the revaluation of stock and option awards includes, as applicable: •The year-end fair value of the awards granted in the covered fiscal year (i.e., 2023) that are outstanding and unvested as of the end of the covered fiscal year; •The change in fair value from the end of the prior fiscal year (i.e., 2022) to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; •The fair value, as of the vesting date, of any awards that were granted and vested in the same covered year; and •The change in fair value from the end of the prior fiscal year to the vesting date or forfeiture date with respect to any awards granted in prior years that vested or failed to vest, as applicable, in the covered fiscal year. Stock awards include the dollar amount of accrued dividend equivalents. Importantly, as of the valuation dates in the table, none of the amounts included in “compensation actually paid” for our PEO and other NEOs relating to stock option and performance share awards have been paid to our PEO or other NEOs. The amounts actually received will depend upon the Company’s performance and the Company’s stock price, including at the time the performance shares are actually delivered and the vested options are actually exercised, as the case may be.
Potential Payments Upon Termination or Change of Control
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 103 |
Potential Payments Upon Termination or Change of Control
Pay Versus Performance The performance-based orientation of the Company is reflected in the Board’s view that executive compensation should incentivize superior performance, reward executives for the performance achieved, and be strongly aligned with the interests of our long-term shareholders. As discussed in the CD&A, 93% of Mr. Cordani’s compensation (and 86% of other NEOs’ compensation) is performance-based – the largest component of which is long-term incentive compensation (LTI). In each of 2022 and 2023, the Board weighted the SPS award proportion (i.e., awards paid out in Company stock based on earnings growth and relative shareholder return performance over a three-year period) of Mr. Cordani’s LTI award at 60%, an increase from the 50% that had been awarded in prior years. 50% of the other NEOs’ LTI compensation was comprised of SPS awards in 2023. As a result, the People Resources Committee believes that the rewards and compensation payouts to our NEOs are aligned with our shareholders’ interests. In 2022, the SEC adopted Pay versus Performance rules requiring that companies disclose how NEOs’ “Compensation Actually Paid” relates to the disclosures in the Summary Compensation Table and to the financial performance of the company. The disclosure below summarizes the key points demonstrated in the accompanying tables.
Summary Compensation Table Totals Versus Compensation Actually Paid
Summary Compensation Table Totals Versus Compensation Actually Paid Cumulative total shareholder return for The Cigna Group for the four-year period referenced in the tables below (2020-2023) was above that of the Standard & Poor’s (S&P) 500 Health Care Index, the peer group used for purposes of this Pay Versus Performance section. As described in the table below, the Compensation Actually Paid to Mr. Cordani and our other NEOs calculated pursuant to the Pay Versus Performance rules for 2023 was lower than the amounts reported in the Summary Compensation Table by 62% and 49%, respectively, driven in large part by our lower total shareholder return in 2023 relative to 2022, a year in which shareholder return for The Cigna Group exceeded 40% and led the health care industry. In 2022, Compensation Actually Paid to Mr. Cordani and our other NEOs exceeded the amounts reported in the Summary Compensation Table by 174% and 144%, respectively, versus 22% and 20% lower than Summary Compensation Table amounts in 2021 and 2020, respectively, for Mr. Cordani, and 27% and 16% lower than Summary Compensation Table amounts in 2021 and 2020, respectively, for our other NEOs. Mr. Cordani:
Summary Compensation Table Totals Versus Compensation Actually Paid
| Fiscal Year | Summary Compensation Table Total | Compensation Actually Paid | Ratio of Compensation Actually Paid to Summary Compensation Table Total | | 2023 | $21,047,255 | $8,153,258 | 0.39 | | 2022 | $20,965,504 | $57,388,994 | 2.74 | | 2021 | $19,872,266 | $15,448,906 | 0.78 | | 2020 | $19,929,493 | $15,872,537 | 0.80 |
Summary Compensation Table Totals Versus Compensation Actually Paid
Other NEOs:
Summary Compensation Table Totals Versus Compensation Actually Paid
| Fiscal Year | Summary Compensation Table Total | Compensation Actually Paid | Ratio of Compensation Actually Paid to Summary Compensation Table Total | | 2023 | $6,801,329 | $3,521,133 | 0.52 | | 2022 | $6,346,552 | $15,496,862 | 2.44 | | 2021 | $7,164,215 | $5,232,498 | 0.73 | | 2020 | $7,075,762 | $5,955,295 | 0.84 |
Summary Compensation Table Totals Versus Compensation Actually Paid
| 104 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Summary Compensation Table Totals Versus Compensation Actually Paid
This is due to the following: •The amounts reported in the Summary Compensation Table are largely based on the grant date fair value of equity compensation awards made during the applicable fiscal year whereas Compensation Actually Paid is based on the fair value of equity awards made during the year valued at year-end, plus any change in the value of prior years’ awards, including awards granted in the applicable reporting year. Thus, Compensation Actually Paid reflects all or portions of four years’ worth of equity awards, while the amounts reported in the Summary Compensation Table are based on only the equity awards granted in the applicable reporting year. •Summary Compensation Table compensation is not affected by annual changes in stock price or the Company’s TSR performance on an absolute or relative basis. As noted in the CD&A, a significant portion of the executive officers’ equity compensation payout is based on the Company’s TSR performance relative to peers. The Company’s TSR underperformed against the peer group in years 2020, 2021, and 2023, leading to annual Compensation Actually Paid values that were lower than their relative Summary Compensation Table values in those fiscal years. By comparison, Company TSR growth was significant in 2022 on an absolute basis and also outperformed the peer group, leading to 2022 Compensation Actually Paid values for the NEOs well above their relative Summary Compensation Table values.
Compensation Actually Paid versus Company TSR and Peer Group TSR
Compensation Actually Paid versus Company TSR and Peer Group TSR From 2020 through 2023, Mr. Cordani and the other NEOs’ Compensation Actually Paid amounts were generally aligned with the Company’s absolute TSR and its relative TSR as compared to the peer group used for this Pay Versus Performance analysis, namely the S&P 500 Health Care Index. This is due primarily to the Company’s use of equity incentives, which are tied directly to the Company’s stock price and financial performance on an absolute basis and relative to its peers. In addition, 50% of an SPS award’s payout is aligned to relative TSR performance as compared to a custom peer group, which has changed over time and, for awards granted in 2020 and 2021, differs from the broader S&P 500 Health Care Index. The Company’s TSR underperformed relative to the S&P 500 Health Care Index in 2020 and 2021, leading to annual Compensation Actually Paid values that were lower than their relative Summary Compensation Table values in those fiscal years. In 2022, however, the Company saw significant TSR growth and outperformed the peer group. This stock price growth translated to significantly increased Compensation Actually Paid values for Mr. Cordani and the other NEOs for 2022. The Company’s TSR for 2023 was lower than the Company’s 2022 TSR on an absolute and relative basis, leading to Compensation Actually Paid values that were lower than both the Summary Compensation Table value for 2023 and the 2022 Compensation Actually Paid values. The graph below compares The Cigna Group cumulative TSR to the S&P 500 Index and the S&P 500 Health Care Index for the five-year period ended December 31, 2023, which we believe provides a more fulsome understanding of the Company’s market performance given the longer time horizon. The stock performance shown in the graph is not intended to forecast or be indicative of future performance.
Compensation Actually Paid versus Company TSR and Peer Group TSR
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 105 |
Compensation Actually Paid versus Company TSR and Peer Group TSR
*Assumes that the value of the investment in Cigna common stock and each index was $100 on December 31, 2018 and that all dividends were reinvested.
Compensation Actually Paid versus Net Income
Compensation Actually Paid versus Net Income The Company’s annual net income in 2023 was slightly below 2022, primarily driven by the recognition of a loss on the sale of a business. Between 2020 and 2022, Mr. Cordani and other NEOs’ Compensation Actually Paid has generally appreciated, but decreased in 2023. This is due to the following: •the significant emphasis the Company places on equity incentives, which are more sensitive to absolute stock price performance and stock price performance relative to peers; and •the fact that the Company does not use year-over-year changes in net income to determine compensation levels or incentive plan payouts. Instead, adjusted income from operations has been the Company’s income measure of performance in its incentive plans and one of the Company’s most important performance measures for determining compensation.
Compensation Actually Paid versus Adjusted Income from Operations per Share
Compensation Actually Paid versus Adjusted Income from Operations per Share Similar to the discussion of the relationship between Compensation Actually Paid and Company/Peer Group TSR above, Mr. Cordani and other NEOs’ Compensation Actually Paid amounts are generally aligned with the Company’s adjusted income from operations per share results over the reporting period. Adjusted income from operations per share long-term goals account for 50% of each SPS award’s total payout. Final results for adjusted income from operations per shares in years 2021, 2022, and 2023, relative to internal goals established at the beginning of each SPS award’s performance measurement period, have contributed to the Compensation Actually Paid values for Mr. Cordani and other NEOs seen in 2023. By the end of 2023, all SPS awards granted in years 2021, 2022, and 2023 were trending above their targeted adjusted income from operations per share results.
Compensation Actually Paid versus Adjusted Income from Operations per Share
| 106 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | Summary Compensation Table Total for Mr. Cordani ($) | Compensation Actually Paid to Mr. Cordani ($) | Average Summary Compensation Table Total for NEOs (other than Mr. Cordani) ($) | Average Compensation Actually Paid to NEOs (other than Mr. Cordani) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income(2) (in millions) ($) | Company -Selected Measure: Adjusted Income from Operations, per share (3) ($) | | Fiscal Year | | | | | Company TSR ($) | Peer Group TSR(1) ($) | | | | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $21,047,255 | $8,153,258 | $6,801,329 | $3,521,133 | 154.34 | 143.18 | 5,164 | 25.09 | | 2022 | $20,965,504 | $57,388,994 | $6,346,552 | $15,496,862 | 167.71 | 140.29 | 6,704(4) | 23.36(4) | | 2021 | $19,872,266 | $15,448,906 | $7,164,215 | $5,232,498 | 114.34 | 143.09 | 5,370(4) | 20.48(4) | | 2020 | $19,929,493 | $15,872,537 | $7,075,762 | $5,955,295 | 101.83 | 113.45 | 8,458 | 18.45 |
Pay Versus Performance Table
(1)Peer Group reflects published data for the S&P 500 Health Care Index. (2)Reflects “Shareholders’ Net Income” per SEC requirements. (3)For purposes of this section, we have identified Adjusted Income from Operations, per share as our Company-Selected Measure, the calculation of which is described in our Annual Report on Form 10-K for the year ended December 31, 2023. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A. (4)Effective January 1, 2023, The Cigna Group adopted amended accounting guidance for long-duration insurance contracts. Fiscal year 2022 and 2021 amounts have been retrospectively adjusted to conform to this new basis of accounting. See Note 2 - Summary of Significant Accounting Policies to The Cigna Group’s consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information. To calculate the Compensation Actually Paid reflected in the Pay Versus Performance Table above, the following amounts were deducted from and added to the Summary Compensation Table total compensation for each fiscal year: Mr. Cordani’s Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Pay Versus Performance Table
| Fiscal Year | Salary ($) | Stock Awards ($) | Bonus & Non-Equity Incentive Comp. ($) | All Other Comp. ($) | Change in Pension Value & NQDC Earnings ($) | Summary Comp. Table Total ($) | Stock Award Deductions from Summary Comp. Table Total(1) ($) | Stock Award Additions to Summary Comp. Table Total(2) ($) | Comp. Actually Paid(3) ($) | | 2023 | $1,500,000 | $15,856,233 | $3,300,000 | $310,437 | $80,585 | $21,047,255 | $(15,856,233) | $2,962,236 | $8,153,258 | | 2022 | $1,500,000 | $15,544,307 | $3,600,000 | $321,197 | $0 | $20,965,504 | $(15,544,307) | $51,967,797 | $57,388,994 | | 2021 | $1,500,000 | $15,370,427 | $2,700,000 | $301,839 | $0 | $19,872,266 | $(15,370,427) | $10,947,067 | $15,448,906 | | 2020 | $1,500,000 | $14,560,254 | $3,500,000 | $179,341 | $189,898 | $19,929,493 | $(14,560,254) | $10,503,298 | $15,872,537 |
Pay Versus Performance Table
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 107 |
Pay Versus Performance Table
Average NEOs’ (other than Mr. Cordani) Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Pay Versus Performance Table
| Fiscal Year | Salary ($) | Stock Awards ($) | Bonus & Non-Equity Incentive Comp. ($) | All Other Comp. ($) | Change in Pension Value & NQDC Earnings ($) | Summary Comp. Table Total ($) | Stock Award Deductions from Summary Comp. Table Total(1) ($) | Stock Award Additions to Summary Comp. Table Total(2) ($) | Comp. Actually Paid(3) ($) | | 2023 | $875,288 | $4,500,529 | $1,365,000 | $50,046 | $10,466 | $6,801,329 | $(4,500,529) | $1,220,332 | $3,521,133 | | 2022 | $827,549 | $4,236,986 | $1,230,625 | $51,392 | $0 | $6,346,552 | $(4,236,986) | $13,387,296 | $15,496,862 | | 2021 | $995,385 | $4,731,519 | $604,500 | $829,680 | $3,131 | $7,164,215 | $(4,731,519) | $2,799,802 | $5,232,498 | | 2020 | $1,001,923 | $4,503,476 | $1,470,625 | $55,835 | $43,903 | $7,075,762 | $(4,503,476) | $3,383,009 | $5,955,295 |
Pay Versus Performance Table
(1)Represents the grant date fair value of equity-based awards granted each year. (2)Reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown. The equity component of Compensation Actually Paid for each fiscal year is further detailed in the tables below: Mr. Cordani’s Compensation Actually Paid Equity Valuation for Each Fiscal Year
Pay Versus Performance Table
| Award Type | Fair Value of Awards Granted in Current Year Outstanding and Unvested as of 12/31/2023 ($) | Change in Fair Value of Outstanding and Unvested Prior Year Awards as of 12/31/2023 ($) | Change in Fair Value of Awards that Vested in 2023 ($) | Fair Value of Awards Forfeited or Cancelled in 2023 ($) | Equity Value in Compensation Actually Paid ($) | | | (a) | (b) | (c) | (d) | (e) = (a) + (b) + (c) - (d) | | Stock Options | $3,106,749 | $(2,098,800) | $(2,374,503) | $0 | $(1,366,555) | | Restricted Stock | $3,252,626 | $(451,849) | $(640,466) | $0 | $2,160,310 | | Strategic Perf Shares | $8,773,351 | $(5,212,929) | $(1,391,941) | $0 | $2,168,481 | | Total | $15,132,725 | $(7,763,578) | $(4,406,911) | $0 | $2,962,236 |
Pay Versus Performance Table
| 108 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Pay Versus Performance Table
| Award Type | Fair Value of Awards Granted in Current Year Outstanding and Unvested as of 12/31/2022 ($) | Change in Fair Value of Outstanding and Unvested Prior Year Awards as of 12/31/2022 ($) | Change in Fair Value of Awards that Vested in 2022 ($) | Fair Value of Awards Forfeited or Cancelled in 2022 ($) | Equity Value in Compensation Actually Paid ($) | | | (a) | (b) | (c) | (d) | (e) = (a) + (b) + (c) - (d) | | Stock Options | $7,876,809 | $6,875,723 | $444,986 | $0 | $15,197,518 | | Restricted Stock | $4,232,869 | $1,767,720 | $38,838 | $0 | $6,039,426 | | Strategic Perf Shares | $17,751,119 | $12,979,546 | $188 | $0 | $30,730,853 | | Total | $29,860,797 | $21,622,989 | $484,012 | $0 | $51,967,797 |
Pay Versus Performance Table
| Award Type | Fair Value of Awards Granted in Current Year Outstanding and Unvested as of 12/31/2021 ($) | Change in Fair Value of Outstanding and Unvested Prior Year Awards as of 12/31/2021 ($) | Change in Fair Value of Awards that Vested in 2021 ($) | Fair Value of Awards Forfeited or Cancelled in 2021 ($) | Equity Value in Compensation Actually Paid ($) | | | (a) | (b) | (c) | (d) | (e) = (a) + (b) + (c) - (d) | | Stock Options | $4,385,246 | $382,720 | $(555,181) | $0 | $4,212,785 | | Restricted Stock | $3,893,606 | $392,213 | $26,005 | $0 | $4,311,824 | | Strategic Perf Shares | $6,977,016 | $(4,619,317) | $64,758 | $0 | $2,422,457 | | Total | $15,255,868 | $(3,844,384) | $(464,418) | $0 | $10,947,067 |
Pay Versus Performance Table
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 109 |
Pay Versus Performance Table
| Award Type | Fair Value of Awards Granted in Current Year Outstanding and Unvested as of 12/31/2020 ($) | Change in Fair Value of Outstanding and Unvested Prior Year Awards as of 12/31/2020 ($) | Change in Fair Value of Awards that Vested in 2020 ($) | Fair Value of Awards Forfeited or Cancelled in 2020 ($) | Equity Value in Compensation Actually Paid ($) | | | (a) | (b) | (c) | (d) | (e) = (a) + (b) + (c) - (d) | | Stock Options | $3,749,535 | $(241,674) | $(1,637,861) | $0 | $1,870,000 | | Restricted Stock | $3,794,705 | $45,261 | $(114,871) | $0 | $3,725,095 | | Strategic Perf Shares | $7,929,201 | $(1,965,506) | $(1,055,492) | $0 | $4,908,203 | | Total | $15,473,441 | $(2,161,919) | $(2,808,224) | $0 | $10,503,298 |
Pay Versus Performance Table
Average NEO’s (other than Mr. Cordani) Compensation Actually Paid Equity Valuation for Each Fiscal Year
Pay Versus Performance Table
| Award Type | Fair Value of Awards Granted in Current Year Outstanding and Unvested as of 12/31/2023 ($) | Change in Fair Value of Outstanding and Unvested Prior Year Awards as of 12/31/2023 ($) | Change in Fair Value of Awards that Vested in 2023 ($) | Fair Value of Awards Forfeited or Cancelled in 2023 ($) | Equity Value in Compensation Actually Paid ($) | | | (a) | (b) | (c) | (d) | (e) = (a) + (b) + (c) - (d) | | Stock Options | $1,100,520 | $(639,461) | $(594,895) | $0 | $(133,836) | | Restricted Stock | $1,152,358 | $(138,275) | $(182,536) | $0 | $831,548 | | Strategic Perf Shares | $2,071,979 | $(1,252,141) | $(297,218) | $0 | $522,621 | | Total | $4,324,857 | $(2,029,877) | $(1,074,648) | $0 | $1,220,332 |
Pay Versus Performance Table
| 110 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
Pay Versus Performance Table
| Award Type | Fair Value of Awards Granted in Current Year Outstanding and Unvested as of 12/31/2022 ($) | Change in Fair Value of Outstanding and Unvested Prior Year Awards as of 12/31/2022 ($) | Change in Fair Value of Awards that Vested in 2022 ($) | Fair Value of Awards Forfeited or Cancelled in 2022 ($) | Equity Value in Compensation Actually Paid ($) | | | (a) | (b) | (c) | (d) | (e) = (a) + (b) + (c) - (d) | | Stock Options | $2,714,064 | $1,556,183 | $91,685 | $0 | $4,361,932 | | Restricted Stock | $1,458,559 | $444,168 | $36,761 | $0 | $1,939,488 | | Strategic Perf Shares | $4,077,759 | $3,008,083 | $33 | $0 | $7,436,426 | | Total | $8,250,382 | $5,008,434 | $128,479 | $0 | $13,387,296 |
Pay Versus Performance Table
| Award Type | Fair Value of Awards Granted in Current Year Outstanding and Unvested as of 12/31/2021 ($) | Change in Fair Value of Outstanding and Unvested Prior Year Awards as of 12/31/2021 ($) | Change in Fair Value of Awards that Vested in 2021 ($) | Fair Value of Awards Forfeited or Cancelled in 2021 ($) | Equity Value in Compensation Actually Paid ($) | | | (a) | (b) | (c) | (d) | (e) = (a) + (b) + (c) - (d) | | Stock Options | $1,349,900 | $84,814 | $(143,363) | $0 | $1,291,351 | | Restricted Stock | $1,198,577 | $132,175 | $(345,777) | $0 | $984,975 | | Strategic Perf Shares | $1,861,457 | $(1,240,350) | $49,621 | $147,252 | $523,476 | | Total | $4,409,934 | $(1,023,361) | $(439,519) | $147,252 | $2,799,802 |
Pay Versus Performance Table
| The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | 111 |
Pay Versus Performance Table
| Award Type | Fair Value of Awards Granted in Current Year Outstanding and Unvested as of 12/31/2020 ($) | Change in Fair Value of Outstanding and Unvested Prior Year Awards as of 12/31/2020 ($) | Change in Fair Value of Awards that Vested in 2020 ($) | Fair Value of Awards Forfeited or Cancelled in 2020 ($) | Equity Value in Compensation Actually Paid ($) | | | (a) | (b) | (c) | (d) | (e) = (a) + (b) + (c) - (d) | | Stock Options | $1,159,710 | $(52,264) | $(444,007) | $0 | $663,439 | | Restricted Stock | $1,173,719 | $35,275 | $(56,462) | $0 | $1,152,532 | | Strategic Perf Shares | $2,452,495 | $(533,442) | $(352,015) | $0 | $1,567,038 | | Total | $4,785,924 | $(550,431) | $(852,484) | $0 | $3,383,009 |
Pay Versus Performance Table
(3)No pension-related adjustments associated with the Cigna Pension Plan were necessary in the calculation of Compensation Actually Paid as the plan is frozen and there were no prior service costs established in the last three years. Most Important Measures in Determining FY2023 Compensation Actually Paid The performance measures listed below represent the most important measures The Cigna Group used to determine Named Executive Officer compensation for fiscal year 2023. The use of each measure is further described in the Compensation Discussion and Analysis (CD&A) within the section titled “Elements of Compensation.”
Pay Versus Performance Table
| Most Important Company Performance Measures | | | Adjusted Income from Operations | Affordability and Effectiveness | | Adjusted Revenues | Advancing ESG Initiatives | | Relative Total Shareholder Return | Cross-Enterprise Leverage | | Adjusted Income from Operations per Share | |
Pay Versus Performance Table
The NEOs (other than Mr. Cordani) reflected in columns (d) and (e) of the Pay Versus Performance Table are represented by the following individuals for each fiscal year as shown below:
Pay Versus Performance Table
| 2023 | 2022 | 2021 | 2020 | | Brian C. Evanko | Brian C. Evanko | Brian C. Evanko | Eric P. Palmer | | Noelle K. Eder | Noelle K. Eder | Nicole S. Jones | Nicole S. Jones | | Nicole S. Jones | Nicole S. Jones | Eric P. Palmer | Timothy Wentworth | | Eric P. Palmer | Eric P. Palmer | Timothy Wentworth | Matthew Manders | | | | Matthew Manders | |
Pay Versus Performance Table
| 112 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |