Donna Zarcone
CignaAbout Donna F. Zarcone
Independent director of The Cigna Group (CI) since 2005; age 67. Education: MBA, University of Chicago Booth School of Business; BS, Illinois State University. Credentials: Certified Public Accountant; Audit Committee Financial Expert; NACD Certified Director with ESG and climate governance credentials; Certificate in Cybersecurity Oversight from Carnegie Mellon. Background includes CEO of the Economic Club of Chicago and senior leadership roles at Harley‑Davidson Financial Services (HDFS) and Eaglemark Savings Bank.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Economic Club of Chicago | President & CEO | Feb 2012 – Jul 2020 | Led civic and business leadership organization |
| D.F. Zarcone & Associates LLC | President & CEO | 2007 – Feb 2012 | Strategic advisory firm |
| Harley‑Davidson Financial Services (HDFS) | President & COO | Not disclosed | Led formation of Eaglemark Savings Bank; served as Chair & President of Eaglemark |
| Technology leasing startup; FinTech startup | CFO | Not disclosed | Both later sold to strategic investors |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDW Corporation | Director | Current | Audit Committee; Nominating & Corporate Governance Committee |
| NACD Corporate Directors Institute | Director | Current | Board of NACD’s sister organization |
| Duchossois Capital Management (The Duchossois Group) | Chair, Investment/Finance Committee | Current | Chair of Investment and Finance/Investment Committee |
| Halstatt LLC | Audit Committee Chair | Current | Audit Committee Chair |
| Quinnox, Inc. | Audit Committee Chair | Current | Audit Committee Chair |
| Smithsonian Institution (National Board) | Vice Chair | Current | Focus on sustainability and digital transformation (Our Shared Future initiatives) |
Board Governance
- Independence: Affirmatively determined independent by the Board; all Audit, Compliance, Corporate Governance, Finance, and People Resources committees are 100% independent.
- Committee assignments (CI): Chair, Corporate Governance; Member, Audit; Member, Executive.
- Board meeting cadence and attendance: In 2024, Board held 7 meetings; committees held 34; Board and committee attendance was 96% with each director attending >75% of meetings; all directors attended the 2024 annual meeting. In 2023, Board held 10 meetings; committees held 31; attendance 97% and >75% threshold met; all attended the 2023 annual meeting.
- Tenure: Director since 2005, among longest-serving current independent directors—paired with Board refreshment via periodic third‑party evaluations and succession planning processes.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $120,000 | Standard cash retainer for directors |
| Committee Chair fee | $25,000 | Corporate Governance Chair fee |
| Stock retainer (grant date fair value) | $190,000 | The Cigna Group common stock; awarded at annual meeting |
| All other compensation | $2,783 | Charitable matching ($2,500) + Company-paid life insurance premiums |
| Total (reported 2024) | $337,783 | Sum of cash, stock, and all other |
Year-over-year program changes:
- Effective 2025, annual director stock retainer increased to $215,000 (from $190,000); cash retainer remains $120,000; Lead Independent Director retainer increased to $75,000 (not applicable to Zarcone).
Deferral programs and benefits:
- Directors may defer cash and/or stock retainers under the Deferred Compensation Plan; stock ownership guideline requires holding common stock equal to ≥5× the cash portion of the annual board retainer ($600,000).
Performance Compensation
| Feature | Status | Details |
|---|---|---|
| Performance-based annual cash | Not applicable | Non-employee director pay structured as retainers; no annual performance bonus disclosed for directors |
| Options/PSUs for directors | Not applicable | Equity for directors delivered via common stock retainer; no director options/PSUs disclosed |
| Meeting fees | None | No meeting fees; no retainer for Executive Committee membership |
Other Directorships & Interlocks
| Company | Relationship to CI | Interlock Risk |
|---|---|---|
| CDW Corporation | Technology solutions/reseller; no disclosed related‑party transactions with CI | Low; no CI‑CDW related‑person transactions disclosed |
| Private and non‑profit roles noted above | Not customers/suppliers of CI per proxy disclosure | Low; Board oversees related‑party screening |
CI related‑party transactions disclosure:
- Board annually reviews related‑person transactions; none disclosed for Zarcone; only item was employment of a family member of Lead Independent Director Eric Wiseman, which the Board did not view as a conflict.
Expertise & Qualifications
- CPA; Audit Committee Financial Expert; NACD Certified Director; ESG/climate governance credential; Cybersecurity Oversight certificate (Carnegie Mellon).
- Governance leadership: Chair of Corporate Governance Committee responsible for board composition/refresh, ESG oversight, and director compensation policy.
- Financial and operational acumen from HDFS/Eaglemark and prior CFO roles.
Equity Ownership
| Holding Type (as of 12/31/2024) | Shares (#) | Valuation Basis | Value (USD) |
|---|---|---|---|
| Common Stock | 1,304 | $276.14/share | $360,200 |
| Deferred Common Stock | 11,293 | $276.14/share | $3,119,749 |
| Restricted Stock Units (vested) | 13,500 | Settles in common upon separation | $3,727,890 equivalent valuation at $276.14/share |
| Hypothetical Shares (deferred cash equivalents) | 2,998 | $276.14/share | $828,707 |
| Total Ownership | 29,095 | $276.14/share | $8,034,374 |
Ownership alignment and policy compliance:
- Directors must hold ≥5× cash retainer in common stock; as of 12/31/2024, all directors met/exceeded guidelines or were within five-year accumulation period. Anti‑hedging and anti‑pledging policies in place enterprise‑wide.
Governance Assessment
- Effectiveness: Zarcone’s dual role as Corporate Governance Chair and Audit Committee member strengthens board oversight over governance, ESG, and financial controls; designated Audit Committee Financial Expert adds technical rigor.
- Independence and engagement: Affirmed independent; committee structure is fully independent; 2024 attendance robust at 96% with >75% threshold met for each director; executive sessions held regularly without management.
- Alignment: Significant equity holdings ($8.0M) with all RSUs vested and settling upon separation, plus strict stock ownership guidelines—favorable “skin‑in‑the‑game” signal.
- Potential RED FLAGS and mitigants:
- Long tenure (since 2005) can raise refreshment concerns; mitigated by ongoing board refreshment, limits on outside directorships, and periodic third‑party board evaluations (2024).
- Related‑party/transaction conflicts: None disclosed for Zarcone; board’s annual screening and lack of CI‑director related‑person transactions (besides a non‑conflicting Wiseman family employment) is a favorable signal.
- Pay anomalies: Director pay is market‑aligned and equity‑heavy; no discretionary bonuses or option repricings; program adjusted in 2025 to increase stock retainer—still equity‑aligned.
Overall implication for investors: Governance profile indicates strong independence, committee leadership in governance and audit, and robust ownership alignment; tenure warrants continued refresh focus but is balanced by board evaluation rigor and diversity policies—net positive for investor confidence.