David Brailer

About David Brailer

Dr. David J. Brailer is a physician-economist and health IT pioneer who served as Executive Vice President and Chief Health Officer of The Cigna Group from September 2022 until his departure announced on November 6, 2025 . He holds an M.D. from West Virginia University and a Ph.D. in economics from The Wharton School and is board-certified in internal medicine . Age 66 (born July 16, 1959) . During his tenure, CI delivered 2024 revenues of $247.1B (+27% YoY) and adjusted income from operations per share of $27.33 as disclosed in CI’s 2025 proxy . In early 2025, the proxy highlighted an enterprise Office of Excellence & Transformation overseen by the Chief Health Officer, underscoring his remit over clinical excellence and customer commitments .

Past Roles

External Roles

Fixed Compensation

• CI does not typically enter into individual employment contracts with executive officers; executives receive offer letters describing initial compensation terms (base salary, sign-on, target bonus, LTI) .
• The 2025 proxy discloses named executive officers (NEOs) but does not list Dr. Brailer; therefore, his base salary, target bonus, and cash compensation amounts are not disclosed in the proxy .

Performance Compensation

• Annual incentive (EIP): formulaic funding based on pre-established enterprise goals with limited committee discretion; no payout if minimum performance is not achieved .
• Long-term incentives (LTIP): mix of Strategic Performance Shares (SPS), stock options, and restricted stock; options vest ratably over 3 years (10-year term), restricted stock vests ratably over 3 years, SPS vests after a 3-year performance period .

SPS design and recent outcomes (enterprise-wide program):

Governance features:

• Robust clawback policy compliant with Dodd-Frank; equity grants include additional clawbacks for restrictive covenant breaches or willful misconduct .
• No hedging or pledging allowed for directors, executive officers, or employees .

Equity Ownership & Alignment

• Executive stock ownership guidelines and retention: CEO 8x salary; other NEO multiples range 3x–6x; one-year holding of at least 50% of shares acquired on option exercise/RS vest; transactions limited to open windows or 10b5-1 plans .
• Anti-hedging and anti-pledging policies apply company-wide, strengthening alignment with long-term shareholders .
• The proxy discloses beneficial ownership for directors and NEOs but does not include Dr. Brailer; no individual ownership or pledged-share data is disclosed for him in the 2025 proxy .

Employment Terms

• Executive Severance Benefits Plan (involuntary termination without cause): 78 weeks of base pay plus 150% of current EIP target for executive officers (CEO: 104 weeks + 200%); prorated EIP; COBRA subsidy (up to 18 months); six months of outplacement; continued vesting of equity scheduled to vest within 12 months; SPS pays based on actual performance .
• Change-of-control (double trigger within two years): 156 weeks of base pay; 3x the higher of last annual incentive paid or current target; prorated EIP; full vesting of unvested options, restricted stock, RSUs; SPS vests at 100% of target; COBRA subsidy and outplacement; no excise tax gross-up (best-net cutback) .
• Non-disclosure, non-competition, non-solicitation, and cooperation covenants are conditions for payments; violations may trigger repayment/forfeiture .
• In 2025, CI publicly announced Brailer’s departure while elevating clinical leadership and moving Excellence & Transformation efforts under the Chief Digital & Analytics Officer, confirming transition of responsibilities .

Company Financials During Brailer’s Tenure (context)

Values retrieved from S&P Global.*

Additional Governance and Shareholder Feedback

• Say-on-pay approval: ~83% support at the 2024 annual meeting; committee cites investor feedback and enhanced disclosure of goals/funding .
• Compensation oversight uses independent consultant (Pay Governance) and targets competitive positioning around the 50th percentile; strong emphasis on performance equity and prudent equity usage (no option repricing without shareholder approval) .

Investment Implications

• Alignment and risk: CI’s pay architecture emphasizes multi-year performance equity (SPS with 50% relative TSR/50% cumulative adjusted EPS) and stringent anti-hedging/anti-pledging and clawback provisions—positive for shareholder alignment and downside risk control .
• Retention/change-of-control: Double-trigger CoC economics (3x incentive multiple; full time-based vesting; SPS at 100%) balance retention objectives with predictable cost—moderate risk of separation windfalls vs peers that include gross-ups (CI has none) .
• Insider selling pressure: With hedging/pledging prohibited and post-vesting holding requirements in place, structural selling pressure signals are dampened; lack of proxy-disclosed individual holdings for Brailer limits skin-in-the-game assessment .
• Execution record: During his tenure, CI spotlighted enterprise clinical initiatives and created the Office of Excellence & Transformation under the Chief Health Officer; the program’s oversight (and later reallocation post-departure) indicates ongoing focus on clinical outcomes and customer experience rather than individual key-man dependency .

Net: CI’s incentive design and governance are shareholder-friendly; absence of Brailer-specific compensation and ownership disclosure in the proxy reduces the precision of pay-for-performance and alignment diagnostics, but enterprise-level structures (no hedging/pledging, robust clawbacks, double trigger CoC, SPS design) support positive governance quality.

Citations:

• CI 2025 Proxy (DEF 14A):
• CI appointment (Aug 30, 2022) and profile:
• Departure announcement (Nov 6, 2025):
• Office of Excellence & Transformation context:
• Biography and age:

Values retrieved from S&P Global.*