Cigna : Notice of 2025 Annual Meeting and Proxy Statement
CI
900 Cottage Grove Road
Bloomfield, Connecticut 06002
March 14, 2025
Dear Fellow Shareholders:
The mission of The Cigna Group®, to improve the health and vitality of those we serve, guided us in navigating a highly dynamic environment in 2024 while we also strengthened our capabilities and grew our business.
More than 230 years ago, our company was created to provide a safety net for individuals and businesses. While our business has changed and grown, our fundamental commitment to serve others has never wavered. We believe that sustainable performance is essential to delivering on our mission. When we talk about performance, we mean delivering value for our customers, patients, and clients. That is why we exist. Creating and delivering value to them, in turn, fuels our growth.
To further ensure we are holding ourselves accountable to deliver on our promises, we have initiated a rigorous series of process changes and improvements. For example, we have taken steps to further strengthen our performance management processes to further align our results with our goals and priorities as an organization.
In addition, starting in 2025, we will tie a portion of our leaders' compensation to improving the satisfaction of our customers and patients.
Together, these initiatives foster a culture of performance, and are designed to help further align the work of our colleagues throughout the enterprise with the company's overall mission and goals.
Advancing Our Strategy
We have worked to deliver stronger personalized service and value for our customers and patients as part of our effort to help improve the health care system.
In 2024, this included meaningful steps to create even more value in our growth platforms: Evernorth® Health Services and Cigna Healthcare®. We delivered affordable and innovative solutions for our customers and patients and grew our total customer relationships in 2024 by 11% to approximately 182 million.
2024 Evernorth Health Services Key Highlights
2024 Cigna Healthcare Key Highlights
We also continued to sharpen our focus on our growth priorities in Cigna Healthcare and Evernorth, resulting in the announced sale of our Medicare businesses to Health Care Service Corporation (HCSC). This divestiture will enable us to capitalize on the value of a leading asset. We are looking forward to serving HCSC through our Express Scripts Pharmacy Benefit Services business.
Striving for Excellence in Performance
Our advancements in our business strategy priorities resulted in year-over-year financial growth in 2024 in a dynamic and challenging environment:
Even with our strong performance, our 2024 results were below expectations due to higher-than-anticipated medical costs in our stop loss product within Cigna Healthcare. We are taking corrective actions on this near-term pressure and expect to recapture margins over the next two years.
In 2025, we are confident that we will deliver on our adjusted income from operations outlook of at least $29.50 per share and approximately $10 billion of operating cash flow, and our long-term average annual adjusted earnings per share growth target remains 10-14% growth fueled by differentiated capabilities across our diverse portfolio of business.
Seeking to Do Better
In the current environment, we recognize the need to accelerate change for individuals and make their experience of the health care system better. That is why we recently announced a multi-year set of commitments and several initial specific actions to improve the health of our customers and the value we provide. More information can be found on the inside cover of this report as well as online at TheCignaGroup.com.
To ensure we bring a clinical view to this work, our commitments will be governed by a new Office of Excellence and Transformation and overseen by our Executive Vice President and Chief Health Officer, Dr. David Brailer, a physician with decades of patient experience.
Making a Difference in Our Communities
In 2024 we launched a new multi-year philanthropic and community engagement initiative focused on partnering with nonprofit organizations with expertise in three essential areas: improving youth mental health, improving veteran mental health, with an emphasis on housing stability, and reducing barriers to health equity. As part of this engagement initiative, The Cigna Group Foundation will allocate more than $27 million in grants to nonprofit organizations over the next three years.
Annual Meeting of Shareholders
On behalf of The Cigna Group Board of Directors, we invite you to attend our 2025 Annual Meeting of Shareholders, to be held April 23, 2025. The attached Notice of 2025 Annual Meeting of Shareholders and Proxy Statement contains important information about the business to be conducted.
We look forward to continuing to serve our customers, patients, and clients and delivering attractive value creation and sustained growth in the years ahead. On behalf of our employees around the world and the entire Board of Directors, we thank you for your support and investment in The Cigna Group.
Sincerely,
/s/ David M. Cordani
/s/ Eric C. Wiseman
David M. Cordani
Eric C. Wiseman
Chairman and Chief Executive Officer (CEO)
Lead Independent Director
Notice of 2025 Annual Meeting of Shareholders
Meeting Details
Date
Wednesday,
April 23, 2025
Time
10:00 a.m. Eastern Time
Location
Virtual Meeting
Record Date
March 4, 2025
Items of Business
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.
Table of Contents
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, Background and Experience of Our
15
Directors
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, Social, 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
Compensation Matters
50
Advisory Approval of Executive Compensation
51
(Proposal 2)
Compensation Discussion and Analysis
52
Executive Summary
53
Processes and Procedures for Determining
57
Executive Compensation
Executive Compensation Policies and
58
Practices
Elements of Compensation
61
Employment Arrangements and Post-
74
Termination Payments
Compensation Policies and Governance
77
Practices
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
92
2024
Potential Payments upon Termination or
93
Change of Control
Audit Matters
102
Ratification of Appointment of Independent
102
Registered Public Accounting Firm (Proposal 3)
Report of the Audit Committee
104
Shareholder Proposals
105
Shareholder Proposal - Support Special
106
Shareholder Meeting Improvement
(Proposal 4)
Ownership of The Cigna Group Common
110
Stock
Stock Held by Directors, Nominees, and
110
Executive Officers
Stock Held by Certain Beneficial Owners
112
Annual Meeting Information
113
Annex A - Non-GAAP Financial Information
A-1
Proxy Statement Summary
Meeting Information
Date and Time
Wednesday, April 23, 2025 10:00 a.m. Eastern Time
Location
The Annual Meeting will be held in a virtual format only, at www.virtualshare holdermeeting.com/CI2025.
Record Date
March 4, 2025
Admission
To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/ CI2025 and enter the 16-digit control number included in your notice of internet availability of proxy materials, voting instruction form, or proxy card.
Ways to Vote
Over the internet.
By telephone.
Vote at
Use the telephone
www.proxyvote.com
number shown on
in advance of the
your proxy card.
meeting.
By mail. If you received a proxy card, mark your voting instructions on the card and sign, date, and return it in the postage-paid envelope provided.
At the meeting. To vote during the Annual Meeting, visit www.virtualshareholdermeeting.com/CI2025 and enter the 16-digit control number included in your notice of internet availability of proxy materials or proxy card.
Voting Recommendation
Board
Items of Business
Recommendation
Page
1
Election of eleven director nominees named in this Proxy Statement for one-year terms to
FOR the election of each
12
expire at the next Annual Meeting of shareholders.
director nominee
FOR51
FOR102
AGAINST106
The Cigna Group | 2025 Notice of Annual Meeting of Shareholders and Proxy Statement
1
PROXY STATEMENT SUMMARY
2024 Performance and Accomplishments
Delivering in a Dynamic Environment
Thanks to the dedicated efforts of our approximately 70,000 colleagues around the world, The Cigna Group delivered the following financial results for fiscal year 2024:
To drive meaningful value for all our stakeholders, we announced the sale of our Medicare businesses to Health Care Service Corporation (HCSC). The transaction is expected to close in the first quarter of 2025, subject to receipt of applicable regulatory approvals and other customary closing conditions.
Continuing to Drive Our Growth Strategy
We innovated, partnered, expanded access to care, and delivered differentiated value to improve lives and advance our vision for the future of health care. We will continue to focus on driving value and supporting accountability and transparency while executing on our growth strategy to have an even greater positive impact.
PROXY STATEMENT SUMMARY
Advancing Better Health for All
We aim to transform the ecosystem of health into one that is well functioning, sustainable, accessible, and equitable. Our environmental, social, and governance approach is structured around four connected pillars- Healthy Society, Healthy Workforce, Healthy Environment, and Healthy Company-that underscore our mission to improve the health and vitality of those we serve. In 2024, we:
Throughout this Proxy Statement, we reference information available on our website. The information on our website is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the SEC.
*We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2024. Consolidated adjusted income from operations, per share is not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders' net income, per share. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A.
The Cigna Group | 2025 Notice of Annual Meeting of Shareholders and Proxy Statement
3
Disclaimer
The CIGNA Corporation published this content on March 14, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 14, 2025 at 21:16:41.389.