Cigna Group DEF 14A, filed Mar 14, 2025

Cigna Group (CI)

DEF 14A 2025-03-14 For: 2025-04-23

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Added on June 12, 2026

About this DEF 14A

Cigna Group filed this DEF 14A on March 14, 2025.

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☐									Preliminary Proxy Statement
☐									Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒									Definitive Proxy Statement
☐									Definitive Additional Materials
☐									Soliciting Material under § 240.14a-12


/s/ David M. Cordani			/s/ Eric C. Wiseman
David M. Cordani			Eric C. Wiseman
Chairman and Chief Executive Officer (CEO)			Lead Independent Director


Proxy Statement Summary						1


Corporate Governance Matters						11

Election of Directors (Proposal 1)						12
Director Expectations and Qualifications						12
Areas of Expertise of Our Director Nominees						13
Nomination Process						13
Process for Director Elections						14
Tenure, Back ground and Experience of Our Directors						15
Other Practices						16
Board of Directors’ Nominees						16
Corporate Governance Policies and Practices						28
Key Governance Practices						28
Director Independence						29
Board Leadership Structure						29
Board Evaluations and Board Effectiveness						30
Responsibilities of the Board						32
Board Meetings and Committees						36
Codes of Ethics						40
Environmental , S ocial , and Governance						40
Human Capital Management						41
C ommunity Programs						43
Lobbying Activity and Political Contributions						44
Certain Transactions						44
Non-Employee Director Compensation						45
Overview						45
Director Compensation Program						45
Director Compensation Table for 2024						47
Director Ownership						48


Compensation Matters						50

Advisory Approval of Executive Compensation (Proposal 2)						51
Compensation Discussion and Analysis						52
Executive Summary						53
Processes and Procedures for Determining Executive Compensation						57


Executive Compensation Policies and Practices						58
Elements of Compensation						61
Employment Arrangements and Post-Termination Payments						74
Compensation Policies and Governance Practices						77
Report of the People Resources Committee						80
Executive Compensation Tables						81
2024 Summary Compensation Table						81
Grants of Plan-Based Awards in 2024						84
Outstanding Equity Awards at Year-End 2024						86
Option Exercises and Stock Vested in 2024						89
Pension Benefits for 2024						90
Nonqualified Deferred Compensation for 2024						92
Potential Payments u pon Termination or Change of Control						93


Audit Matters						102

Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3)						102
Report of the Audit Committee						104


Shareholder Proposals						105

Shareholder Proposal – Support Special Shareholder Meeting Improvement (Proposal 4)						106


Ownership of The Cigna Group Common Stock						110

Stock Held by Directors, Nominees , and Executive Officers						110
Stock Held by Certain Beneficial Owners						112


Annual Meeting Information						113

Annex A – Non-G AAP Financial Information						A-1



Voting Recommendation
Items of Business		Board Recommendation	Page

1	Election of eleven director nominees named in this Proxy Statement for one-year terms to expire at the next Annual Meeting of shareholders.	FOR the election of each director nominee	12
2	Advisory approval of executive compensation.	FOR	51
3	Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025.	FOR	102
4	Shareholder Proposal – Support special shareholder meeting improvement, if properly presented.	AGAINST	106


The Board of Directors has fixed March 4, 2025, as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. This Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about March 14, 2025.

Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the internet, or, if you received a proxy card or instruction form, by completing, dating, signing, and returning it by mail. By order of the Board of Directors, /s/ Kari Knight Stevens Kari Knight Stevens Corporate Secretary March 14, 2025
						IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 23, 2025. The Notice of Annual Meeting, Proxy Statement, and Annual Report for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.


The Cigna Group \| 2025 Notice of Annual Meeting of Shareholders and Proxy Statement			1



			In 2024, we invited holders of approximately 70% of our outstanding stock, including our 100 largest shareholders, to engage with us to discuss governance-related topics.(1)


Executive Compensation CEO compensation demonstrates our pay-for-performance philosophy and is aligned with the interests of our shareholders. The performance-based orientation of Mr. Cordani’s compensation reflects the Board’s view that executive compensation should incentivize superior performance in service of our mission, reward executives for the performance achieved, and be strongly aligned with the interests of our long-term shareholders. Grouping Mr. Cordani’s 2024 compensation into three distinct categories demonstrates the execution of this philosophy:
1						Significant and growing investment in The Cigna Group. Between year-end 2020 and 2024, Mr. Cordani’s holdings of The Cigna Group common stock, net of unvested restricted stock, increased 38%, which, as of December 31, 2024, represents 0.22% of the Company’s outstanding shares. The increase in holdings includes shares acquired by Mr. Cordani in the first quarter of 2024, pursuant to the exercise of options granted to him in 2016 (see page 89). The options were exercised pursuant to a Rule 10b5-1 trading plan that he entered into in May 2023. The $29.5M realized upon the exercise of options represents the largest component of his realized compensation in 2024. The exercised options, which had a ten-year term, had been fully vested since February 2019. From the time the 2016 options were granted through the time this award fully vested in 2019, The Cigna Group stock price appreciated 28%, meaning the options were in a significant unrealized gain position at the time that they were fully vested. Between the time the options were fully vested and the time they were exercised, the stock price appreciated an additional 94%.(1) Various factors may drive Mr. Cordani’s decision to exercise stock options, such as the option expiration date, the trading price of the Company’s stock, and his diversification plans. Any value realized upon the exercise of options is a direct reflection of sustained shareholder value creation between the time the options were granted and the time they were exercised.

2						2024 performance-based payouts to Mr. Cordani in consideration of the Company’s performance. The 2024 payout for Mr. Cordani, which includes his 2024 EIP award at 85% of target and the payout of his 2022–2024 SPS award at 129% of target, reflects the TSR performance of the Company relative to its peers (see page 73) as well as the Company’s achievement of certain financial goals and the advancement of key strategic objectives designed to address pressing needs of the Company’s key stakeholders (i.e., improving affordability and effectiveness to provide greater value to our customers, patients, and clients and advancing specified environmental, social, and governance initiatives) (see pages 64 – 65).

						•2024 EIP award. In determining the amount of Mr. Cordani’s EIP payout, the independent members of the Board started their consideration with the approved funding percentage of the EIP as the baseline for Mr. Cordani’s EIP award and then also considered the Company’s 2024 financial results, Mr. Cordani’s leadership in the successful execution of strategic initiatives, and the continued focus on our employees and culture of integrity. In addition, the independent members of the Board recognized that, while the Company delivered year-over-year financial growth in a dynamic and challenging environment, 2024 results were below expectations due to higher-than-anticipated medical costs in our stop loss product within Cigna Healthcare. Taking all of these factors into account, the independent members of the Board awarded Mr. Cordani an EIP payout for 2024 of $2,720,000, or 85% of his 2024 EIP target. Additional information about the 2024 EIP and the factors considered by the independent members of the Board in determining the amount of Mr. Cordani’s EIP payout can be found on pages 66 – 68.

						•2022–2024 SPS payout. At the time the 2022–2024 SPS award was granted, when the fair market value of our stock was $227.73, the value of Mr. Cordani’s award was $8,700,000, assuming a payout at target. The 2022–2024 SPS program included two performance measures, each weighted 50%: (1) relative TSR; and (2) adjusted income from operations, per share measured on a cumulative basis. Over the three-year performance period, The Cigna Group TSR was 8.2%, placing us above the median of our SPS peer group and resulting in a 154% payout for the relative TSR measure. Cumulative adjusted income from operations, per share for the three-year period grew to $75.78, resulting in a payout at 103% for this measure and, coupled with the payout for TSR, a 129% payout for the program overall. Based on the fair market value price of $305.86 on February 28, 2025, the date the award was paid out, the actual value of Mr. Cordani’s award was approximately $15 million, or approximately 174% of the value at the time the award was made. Additional information about the 2022–2024 SPS program and Company performance can be found on pages 71–73.

3						Equity awards incentivize future performance, fully aligning his interests with the Company’s shareholders. Mr. Cordani is required to hold The Cigna Group stock valued at eight times his base salary or more. In fact, Mr. Cordani’s stock holdings are valued well in excess of his holding requirement.

						•2025 LTI Award Mix. Again in 2025, and since 2022, 60% of Mr. Cordani’s LTI award comprised SPS awards, and the remaining 40% was split evenly between restricted stock and options, at 20% each. The 2025 SPS program will again include two measures, each weighted at 50%: (1) adjusted income from operations, per share measured on a cumulative basis; and (2) relative TSR. The significant proportion of SPSs more heavily weights Mr. Cordani’s interests in improving the Company’s relative TSR over the long term and puts more of his award at risk if that improvement does not occur.



			Every day, we work to make a difference in the health of our communities.



			We strongly believe that investing in the health of our people is one of the most important decisions we can make as a company.


						For the reasons set forth below and as further detailed throughout this Proxy Statement, the Board of Directors unanimously recommends that you vote FOR each of the management proposals.


Management Proposals		More Information

	Proposal 1. Election of Directors. The Board and the Corporate Governance Committee believe that the eleven director nominees named in this Proxy Statement bring a combination of diverse qualifications, skills, and experiences that contribute to a well-functioning Board. As determined by the Board and Corporate Governance Committee, each director nominee has proven leadership ability, has demonstrated good judgment, and is a valued participant on the Board.	Page 12
	Proposal 2. Advisory Approval of Executive Compensation. Our executive compensation program is designed to base the substantial majority of our executive officers’ compensation on The Cigna Group performance, rewarding them for the creation of long-term value benefiting our customers, patients, clients, shareholders and other stakeholders. Because your vote is advisory, it will not be binding upon the Board. However, the Board and the People Resources Committee value your opinion and will review and consider the voting results when making future executive compensation decisions.	Page 51
	Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2025. The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for The Cigna Group for 2025. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. As a matter of good corporate governance, the Board is seeking shareholder ratification of the appointment.	Page 102


Shareholder Proposal		More Information

	Proposal 4. Support Special Shareholder Meeting Improvement. Our Board determined that the implementation of this proposal, which seeks to eliminate the requirement that shareholders hold their shares for at least one year in order to call a special shareholder meeting, is not in the best interests of The Cigna Group or our shareholders. In particular, our Board believes that this change is unnecessary given that the current special meeting right strikes the appropriate balance between protecting the rights of our long-term shareholders and mitigating risk of abuse. Our Board also believes that the Company’s strong corporate governance practices, including its commitment to ongoing dialogue with its shareholders, our Board’s track record of responsiveness, and the current special meeting right, provide shareholders with the ability to raise important matters with our Board and management without the potential expense and risk associated with the proposal to abolish the one-year holding period requirement.	Page 106


			Corporate Governance Matters The Cigna Group is committed to ensuring strong corporate governance practices that protect the best interests of our shareholders and other key stakeholders.


			Election of Directors (Proposal 1)						12
			Director Expectations and Qualifications						12
			Areas of Expertise of O ur Director Nominees						13
			Nomination Process						13
			Process for Director Elections						14
			Tenure, Background and Experience of Our Directors						15
			Other Practices						16
			Board of Directors’ Nominees						16
			Corporate Governance Policies and Practices						28
			Key Gover nance Practices						28
			Director Independence						29
			Board Leadership Structure						29
			Board Evaluations and Board Effectiveness						30
			Responsibilities of the Board						32
			Board Meetings and Committees						36
			Codes of Ethics						40
			E nv ironmenta l, S ocial and Governance						40
			Human Capital Management						41
			Community Programs						43
			Lobbying Activity and Political Contributions						44
			Certain Transactions						44
			Non-Employee Director Compensation						45
			Overview						45
			Director Compensation Program						45
			Director Compensation Table for 2024						47
			Director Ownership						48


			900 Cottage Grove Road Bloomfield, Connecticut 06002


PROXY STATEMENT SUMMARY


			PROXY STATEMENT SUMMARY


PROXY STATEMENT SUMMARY


						The Board of Directors unanimously recommends that shareholders vote FOR each of the nominees.


n			Independent director nominees with less than 5 years tenure

n			Independent director nominees with 5 to 10 years tenure

n			Independent director nominees with more than 10 years tenure


n			Independent director nominees with past experience serving on a public company board


n			Independent racially or ethnically diverse director nominees


Limits on Public Company Directorships			To ensure directors are able to devote sufficient time and attention to their responsibilities as Board members, the Board has established the following limits on outside directorships: •Directors who also are chief executive officers of public companies may not serve on more than one other public company board in addition to The Cigna Group Board and the board of their employer (for a total of three public company directorships). •Directors who are not chief executive officers of public companies may serve on no more than four boards of other public companies (for a total of five such directorships). •Directors may not serve on more than three public company audit committees. All of our directors are in compliance with these limits on outside directorships.
Change in Director’s Principal Position			If there is a change in a director’s principal employment position, that director must tender a resignation from the Board to the Corporate Governance Committee. The Committee will then recommend to the Board whether to accept or decline the resignation.
Retirement Age			Our Corporate Governance Guidelines provide that directors are expected to retire by the annual meeting of shareholders coinciding with or following their 72nd birthday. The Board may exercise discretion to waive the expected retirement age in individual cases.
Continuing Education for Directors			The Board is regularly updated on The Cigna Group businesses, strategies, customers, operations, and employee matters, as well as external trends and issues that affect the Company. Directors also are encouraged to attend continuing education courses relevant to their service on the Board. The Corporate Governance Committee oversees the continuing education practices, and the Company is kept apprised of director participation.



Age 59 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 Chief Executive Officer of The Cigna Group 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 global health company with approximately 182 million customer relationships and approximately 70,000 colleagues around the world. Qualifications Mr. Cordani brings a deep understanding of customer engagement as well as of the critical role data analytics and digital capabilities play in improving the health care system and outcomes for individuals. He offers unique perspective and insight into the health services industry and the innovation of health delivery models. Mr. Cordani is also the co-author of the best-selling book The Courage to Go Forward: The Power of Micro Communities. Mr. Cordani is active with a number of nonprofit organizations, and currently serves in various capacities with the Achilles International Freedom Team of Wounded Veterans, among others, including 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.



Age 66 Director Since 2011 Education BS, Ball State University Board Committees Finance (Chair) Executive People Resources Other Public Company Boards O-I Glass, Inc. •Nominating Corporate Governance Committee Primo Brands Corporation •Audit Committee •Compensation Committee Past Public Company Directorships Aramark (Chair) Diversey Holdings, Ltd., (Non-Executive Chair) Primo Water Corporation The 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 an inclusive and engaged workforce. During his tenure, Aramark received several recognitions, including, to name a few, being named to Fortune magazine’s World’s Most Admired Companies list, to Fair360’s Top 50 Employers list, and as a Best Place to Work by the Disability Equality Index. Mr. Foss also serves on the National Board of Directors for the Back on My Feet Foundation.



Age 71 Director Since 2018 Education MD, University of Arkansas School of Medicine; BS, Arkansas State University Board Committees Compliance (Chair) Corporate Governance Executive Other Public Company Boards DLH Holdings Corporation •Cybersecurity, Technology, and Biomedical Research Committee (Chair) •Management Resources and Compensation Committee Past Public Company Directorships Better Therapeutics, Inc. 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, the American College of Healthcare Executives, the 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.



Age 51 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 20-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, and 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 University of California, Los Angeles, Anderson School of Management as well as The Charles Schwab Foundation.



Age 58 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, having spent over a decade 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.



Age 64 Director Since 2018 Education MBA, Webster University; BA, National Louis University Board Committees People Resources (Chair) Finance Executive Other Public Company Boards Core & Main •Nominating and Governance Committee (Chair) Waste Management, Inc. (Non-Executive Chair) •Audit Committee •Management Development and Compensation Committee •Nominating and Governance Committee 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 practices for Graybar and, as a member and independent chair 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 and fair 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.



Age 61 Director Since 2018 Education PhD, Massachusetts Institute of Technology; MD, 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. •Nominating, Corporate Governance and Compliance Committee Johnson & Johnson •Regulatory Compliance & Sustainability Committee •Science & Technology Committee									Mark B. McClellan, M.D., Ph.D. Director \| Duke-Robert J. Margolis, M.D., Institute for Health Policy Business Experience Dr. Mark McClellan became the inaugural Director of the Duke-Robert J. Margolis, M.D., Institute 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 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 has translated into health care reforms to develop resilient models of delivering better, more equitable care and addressing population health challenges; accelerating the development of therapeutics and vaccines, and evidence on their impact; and building a more robust global response to emerging health threats.



Age 62 Director Since 2023 Education PhD, University of Nebraska–Lincoln; MD, University of Ibadan, Nigeria; MS, University of Southern California Board Committees Compliance People Resources Other Public Company Boards Organon and Co. •Portfolio Development Committee (Chair) •Talent Committee									Philip O. Ozuah, M.D., Ph.D. President and Chief Executive Officer, Montefiore Einstein Business Experience Since 2019, Dr. Philip Ozuah has served as the President and CEO of Montefiore Einstein, 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 over 30 years at Montefiore Einstein 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 Einstein 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.



Age 59 Director Since 2020 Education BA, University of South Florida Board Committees Audit (Chair) Finance Executive Other Public Company Boards KKR & Co. •Audit Committee Northrop Grumman Corporation •Audit and Risk Committee •Policy Committee Past Public Company Directorships Chubb Limited KKR Acquisition Holdings I Corp. Nestlé S.A. 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 National Association of Corporate Directors. She also holds a Certificate in Cybersecurity Governance for the Board of Directors from the Massachusetts Institute of Technology. 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.



Age 69 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.



Age 67 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 National Association of Corporate Directors (NACD) Certified Director and is credentialed in environmental, social, and governance 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 and Finance Committee for Duchossois Capital Management, serves as Chair of the Audit Committee of Halstatt LLC, and serves as Chair of the Audit Committee for Quinnox, Inc. 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.



			In 2024, an independent third party, with expertise in board evaluations and organizational effectiveness, facilitated the Board evaluation process, which included developmental peer feedback.



			~19% of total payroll invested in health, well-being, and other benefits for our employees in the United States


Retainer Type	Annual Amount ($)	Method of Payment


Board	215,000(1)	The Cigna Group common stock
	120,000	Cash
Lead Independent Director	75,000(2)	Cash
Committee Chair	25,000	Cash


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	2,783	312,783
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.	120,000	190,000	283	310,283
Kimberly Ross	145,000	190,000	2,783	337,783
Eric C. Wiseman	182,500	190,000	283	372,783
Donna F. Zarcone	145,000	190,000	2,783	337,783