David Cordani
CignaAbout David Cordani
David M. Cordani, age 59, is Chairman (since Jan 2022) and CEO (since 2009) of The Cigna Group; he joined the company in 1991 and holds an MBA from the University of Hartford and a BBA from Texas A&M University . In 2024, under his leadership, The Cigna Group delivered adjusted revenues of $247.1B and adjusted income from operations per share of $27.33, returning $8.6B to shareholders via buybacks/dividends . The CEO’s pay mix is highly performance-based (≈92% of target), with long-term equity as 76% (60% SPS, 20% options, 20% restricted) and EIP at 16% . Over 2022–2024, SPS paid at 129% of target based on 50/50 weighting of relative TSR (154% payout) and cumulative adjusted income from operations per share (103%), reinforcing pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Cigna Group | Chairman of the Board | 2022–present | Combined Chair/CEO facilitates alignment of Board and management amid fast-evolving healthcare landscape . |
| The Cigna Group | Chief Executive Officer | 2009–present | Grew into global health company; led multi-year strategy and capital returns . |
| The Cigna Group | President | 2008–present | Enterprise leadership across businesses . |
| The Cigna Group | Chief Operating Officer | — | Senior leadership role prior to CEO (tenure not specified) . |
| The Cigna Group | President, Cigna HealthCare | — | Segment leadership (tenure not specified) . |
| The Cigna Group | SVP, Customer Segments & Marketing | — | Commercial and customer strategy leadership (tenure not specified) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AHIP (America’s Health Insurance Plans) | Executive Committee member; previously Chair of AHIP Board | — | Policy and industry leadership in value-based care and payer strategy . |
| U.S. Chamber of Commerce | Chairman, U.S.-Korea Business Council; Board, U.S.-India Business Council | — | International business relations and market engagement . |
| General Mills, Inc. | Prior Public Company Board | — | External public board experience . |
Fixed Compensation
Multi-year summary compensation (SEC Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,500,000 | 1,500,000 | 1,573,077 |
| Stock Awards | 12,644,278 | 12,656,213 | 15,214,154 |
| Option Awards | 2,900,029 | 3,200,020 | 3,340,009 |
| Non-Equity Incentive Plan (EIP) | 3,600,000 | 3,300,000 | 2,720,000 |
| Change in Pension Value/Nonqualified Earnings | † (not shown) | 80,585 | 31,059 |
| All Other Compensation | 321,197 | 310,437 | 372,797 |
| Total | 20,965,504 | 21,047,255 | 23,251,096 |
2024 annual incentive (EIP) target vs. payout:
| Item | 2024 |
|---|---|
| EIP Target ($) | 3,200,000 |
| Actual EIP Payout ($) | 2,720,000 |
| Payout as % of Target | 85% |
Perquisites and benefits: company policy requires CEO to use corporate aircraft for business/personal travel (CEO bears associated personal taxes); CEO reimbursed for financial/estate planning and tax prep; $1M personal umbrella liability insurance provided . The company typically does not enter individual employment contracts with executives .
Performance Compensation
CEO target pay structure and LTI mix:
- 2024 CEO target compensation mix: Base 8%, EIP 16%, LTI 76% split as SPS 45%, Options 15%, Restricted Stock 15% .
- 2024 LTI grant: Target range $13–$17M; actual grant value $16.7M; equity mix 60% SPS (2024–2026), 20% options, 20% restricted; options/restricted vest ratably over 3 years; SPS cliff-vests after 3 years .
Strategic Performance Shares (SPS) metrics/payout:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Relative TSR (vs. SPS peer group) | 50% | Median = 100% | Above median (Company TSR 8.2%) | 154% | End of 3-yr period; payout in following Q1 |
| Cumulative Adjusted Income from Operations per Share | 50% | Pre-set cumulative goal | $75.78 (3-yr period) | 103% | End of 3-yr period; payout in following Q1 |
| 2022–2024 SPS Program Overall | — | 100% | — | 129% | Paid based on 2/28/2025 FMV $305.86; ≈$15M value |
Option exercises and vesting realized in 2024:
| Item | Quantity/Value |
|---|---|
| Options exercised (shares) | 142,801 |
| Value realized on option exercise | $29,488,826 |
| Shares acquired on vesting (restricted + 2021–2023 SPS) | 49,476 |
| Value realized on vesting | $16,493,319 |
| Note | 2016 options exercised in Q1’24 under a Rule 10b5-1 plan adopted May 2023 . |
Equity Ownership & Alignment
Ownership, outstanding equity, policies:
| Item | Detail |
|---|---|
| Beneficial ownership (as of 1/31/2025) | 1,180,495 shares; options exercisable within 60 days: 519,767; includes 153,801 shares in family trusts where spouse is trustee; none of the reported shares are pledged . |
| Ownership as % outstanding | 0.22% of outstanding shares as of 12/31/2024 (net of unvested restricted) . |
| Outstanding equity at 12/31/2024 | Options exercisable: 475,238; unexercisable: 82,017; unvested restricted stock: 70,865 (≈$19.57M at $276.14); unearned SPS (target): 62,366 (≈$17.22M at $276.14) . |
| Option series (examples) | Strikes/expiries include $149.135 (2/28/2027), $197.35 (2/28/2028), $183.4405 (2/27/2029), $192.02 (2/26/2030), $213.80 (2/24/2031), $227.02 (2/23/2032), $294.61 (2/22/2033), $336.475 (2/28/2034) . |
| Ownership guidelines | CEO required to hold ≥8x base salary; all NEOs in compliance as of 12/31/2024; SPS/options don’t count toward the guideline . |
| Share retention | Must retain ≥50% of net shares from option exercises/RSU vesting for ≥1 year; may not sell >50% of shares above guideline in any single open trading period . |
| Hedging/pledging | Prohibited for all directors, executive officers, and employees . |
| Clawback | Dodd-Frank/NYSE-compliant policy effective Oct 2023 (recoup on accounting restatements) . |
Insider selling pressure considerations:
- Significant scheduled multi-year vesting of options/restricted and SPS creates periodic liquidity windows; options vest ratably and SPS pay out after 3 years .
- 2024 realized option value ($29.5M) and use of a pre-planned 10b5-1 trading plan indicate programmatic diversification rather than ad hoc sales .
Employment Terms
Severance and change-of-control (CoC) economics (Executive Severance Benefits Plan; no individual employment contracts):
- Involuntary termination not for cause (CEO): 104 weeks of base pay + 200% of current EIP target; pro-rata EIP for year of termination; 6 months outplacement; COBRA subsidy up to 18 months; equity scheduled to vest within 12 months continues to vest; awards beyond 12 months forfeited; restrictive covenants and release required .
- CoC (double-trigger within 2 years): 156 weeks of base salary + 3x the higher of last EIP payout or current target; pro-rata EIP; full vesting of unvested options/restricted; SPS paid at 100% of target; outplacement; COBRA subsidy; “cut-back” to avoid excise tax if beneficial (no tax gross-ups) .
- Compliance conditions: non-disclosure, non-competition, non-solicitation, and cooperation; non-compliance enables clawback/forfeiture .
Potential payments (hypothetical, as of 12/31/2024):
| Scenario | Severance | Annual Incentive | Vesting of LTI | Other Benefits | CoC Cut-Back | Total |
|---|---|---|---|---|---|---|
| Involuntary Termination Not for Cause | 9,600,000 | 3,200,000 | 14,610,190 | 39,758 | — | 27,449,948 |
| Termination upon a Change of Control | 14,700,000 | 3,200,000 | 34,659,335 | 39,758 | 0 | 52,599,093 |
| Early Retirement/Retirement | 0 | 3,200,000 | 26,177,695 | 0 | — | 29,377,695 |
| Death or Disability | 0 | 0 | 34,659,335 | 0 | — | 34,659,335 |
Board Governance
- Board roles: Cordani serves as combined Chairman/CEO; Eric C. Wiseman is Lead Independent Director; committees (Audit, Compliance, Corporate Governance, Finance, People Resources) are 100% independent .
- Committee service: Cordani chairs the Executive Committee; Executive Committee members include Foss, Granger, Mazzarella, Ross, Wiseman, Zarcone (Executive Committee did not meet in 2024) .
- Board process: Independent directors meet in executive session at each regular meeting; 2024 Board and committee attendance was 96%, with every director >75% attendance .
- Director compensation: Non-employee directors receive $120,000 cash retainer plus stock retainer ($215,000 in 2025; $190,000 in 2024); Lead Independent Director cash retainer increased to $75,000 in 2024Q3; no director fees paid to employee directors like the CEO .
Dual-role implications: The Board annually reviews leadership structure and continues to support the combined Chair/CEO role given healthcare complexity, complemented by a robust Lead Independent Director role and fully independent committees to ensure oversight and independence .
Say‑on‑Pay & Shareholder Feedback; Consultant Independence
- 2024 say‑on‑pay support: ~83% of votes cast in favor; ongoing shareholder engagement influenced plan design/disclosure enhancements .
- Independent compensation consultant: Pay Governance advises the People Resources Committee; assessed as independent and free of conflicts under NYSE and company policy .
- Compensation philosophy emphasizes performance alignment (relative/absolute measures), double-trigger CoC, clawback, ownership/retention; prohibits hedging/pledging and option repricing .
Performance & Track Record
- Company outcomes considered in Cordani’s 2024 evaluation: adjusted income from operations $7.7B, adjusted EPS (operations) $27.33, adjusted revenues $247.1B; $8.6B capital returned; major strategic milestones (e.g., Medicare business separation readiness, GLP‑1 EncircleRx enrollment, biosimilar initiatives) .
- Pay vs. Performance (2024): Company TSR value of $100 = $144.66 vs. peer group $146.87; Net income $3,434M; Company-selected measure (adjusted income from operations per share) $27.33 .
Compensation Structure Analysis
- Increased emphasis on performance equity: CEO LTI remains weighted 60% SPS since 2022, elevating multi-year TSR and earnings alignment; options and restricted each 20% in 2024–2025 .
- Annual incentive rigor: EIP payouts tied to annual adjusted income from operations and other strategic goals; 2024 EIP paid at 85% of target reflecting enterprise performance below expectations due to higher-than-anticipated stop-loss costs, despite YoY financial growth .
- Governance guardrails: No employment agreements, no excise tax gross-ups, anti-hedging/pledging, robust clawback and ownership/retention requirements .
Equity Ownership & Vesting Schedules (Detail)
- Options and restricted stock generally vest in equal annual installments over 3 years; SPS cliff-vests after 3-year performance periods (e.g., 2024–2026) .
- As of 12/31/2024, Cordani’s outstanding options span expirations from 2027 through 2034 across multiple strike prices; exercisable 475,238 and unexercisable 82,017; unvested restricted 70,865; unearned SPS target 62,366 (values estimated at $276.14 close) .
- 2022–2024 SPS vested in March 2025 at 129% payout; those shares are included as vested in 2025 reporting .
Employment Terms (Other Provisions)
- Severance and CoC benefits require compliance with non-disclosure, non-competition, non-solicitation, and cooperation covenants; violations trigger repayment/forfeiture; COBRA subsidy and outplacement support included per plan .
- For retirements, the People Resources Committee may approve pro‑rated SPS payouts and continued vesting of options/restricted (subject to discretion and plan terms) .
Investment Implications
- Strong alignment: High at‑risk pay (≈92% of CEO target) with 60% SPS weighting drives multi‑year TSR/earnings discipline; 2022–2024 SPS at 129% highlights realized performance alignment .
- Limited governance red flags: No hedging/pledging, no excise tax gross‑ups, robust clawback and ownership rules; combined Chair/CEO is mitigated by a strong Lead Independent Director and fully independent committees .
- Selling pressure watch: Large outstanding equity and ongoing vesting create periodic liquidity windows; 2024 sales occurred under a 10b5‑1 plan (suggesting pre‑planned diversification) and reflected significant realized option value .
- Retention/security: Double‑trigger CoC with meaningful severance reduces transaction‑related turnover risk; continued vesting within 12 months post‑termination not for cause supports retention .
- Shareholder sentiment: 83% say‑on‑pay support is acceptable but below top‑quartile levels, warranting continued monitoring of plan design and performance outcomes .
All data above are sourced from The Cigna Group’s 2025 DEF 14A (covering 2024 performance year) and associated sections as cited.