Eric Foss
CignaAbout Eric J. Foss
Eric J. Foss (age 66) has served on The Cigna Group’s Board since 2011. He holds a BS from Ball State University and is the former Chair, President, and CEO of Aramark, with prior CEO and senior leadership roles at Pepsi Bottling Group and Pepsi Beverages Company . At Cigna, Foss currently serves as Finance Committee Chair and is a member of the Executive and People Resources (compensation) Committees, and the Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aramark | Chair (from 2015), President & CEO (2012–2015), retired Aug 2019 | 2012–2019 | Led IPO; significant global operating, risk management, strategy, technology, and financial oversight; drove customer loyalty and workforce engagement; multiple corporate recognitions |
| Pepsi Bottling Group | Chair & CEO (2008–2010); President & CEO (2006–2008); COO (2005–2006) | 2005–2010 | Led IPO; deep capital markets and prudent risk management experience |
| Pepsi Beverages Company (PepsiCo division) | CEO | 2010–2011 | Beverage manufacturing/distribution leadership |
External Roles
| Company | Role | Committee Roles (current/prior) | Notes |
|---|---|---|---|
| O-I Glass, Inc. | Director | Nominating & Corporate Governance Committee | Current public company directorship |
| Primo Brands Corporation | Executive Chairman (since Nov 2025); previously Director (since Nov 2024) | Audit; Compensation (as Director Nov 2024–Nov 2025) | Became Executive Chairman in Nov 2025; had served on Audit and Compensation Committees as Director prior to elevation |
| Prior public boards | Chair of Aramark; Non-Executive Chair of Diversey Holdings, Ltd.; Non-Executive Chair of Selina Hospitality PLC; Director of Pepsi Bottling Group; Director of UDR, Inc.; Director of Primo Water Corporation | — | Past roles as disclosed in CI proxy |
Board Governance
- Committee assignments at The Cigna Group: Finance (Chair), People Resources (member), Executive (member) .
- Independence: Board affirmatively determined Foss is independent; all members of Audit, Compliance, Corporate Governance, Finance, and People Resources Committees are independent; Audit and People Resources meet NYSE heightened independence standards .
- Attendance and engagement: In 2024, the Board held 7 meetings and Board committees held 34; aggregate Board/committee attendance was 96%, with each director attending >75% of their meetings; independent directors met without management at all regular Board meetings; all directors attended the 2024 Annual Meeting .
- Committee structure evolution: Effective Jan 1, 2026, Audit will be renamed Audit and Compliance; Compliance Committee will cease as a separate standing committee; Corporate Governance Committee will assume ethics oversight and public clinical reporting; oversight of technology (including information security, business continuity, and AI) will be consolidated into a renamed Finance and Technology Committee—implications for Foss’s chair role .
- Shareholder advisory votes (signal): 2025 say-on-pay passed (203,552,958 For; 25,079,559 Against; 437,235 Abstentions; 17,753,593 broker non-votes) .
| 2024 Board Activity | Count/Rate |
|---|---|
| Board meetings | 7 |
| Committee meetings | 34 |
| Overall attendance | 96% |
| >75% threshold | Each director met/exceeded |
| 2024 Annual Meeting attendance | All directors attended |
Fixed Compensation
- Structure: Non-employee directors receive an annual cash retainer and an annual stock retainer; Committee Chairs receive an additional cash retainer; no retainer for committee membership or Executive Committee; no meeting fees; program reviewed with independent consultant Pay Governance in 2024 .
- 2025 program (effective awards granted in 2025): Stock retainer increased to $215,000; cash retainer $120,000; Lead Independent Director retainer increased to $75,000; Committee Chair retainer $25,000 .
- Deferrals/perquisites: Directors may defer cash and/or stock retainers; modest financial planning/tax prep benefits up to $6,500 annually; company-paid life and travel insurance; no perquisites >$10,000 disclosed .
| Director Compensation – 2024 (Actual) | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Eric J. Foss | 145,000 | 190,000 | 283 | 335,283 |
| Non-Employee Director Compensation Program (as disclosed) | Annual Amount | Form |
|---|---|---|
| Board retainer – stock (2025 level) | 215,000 | Cigna common stock |
| Board retainer – cash | 120,000 | Cash |
| Lead Independent Director retainer | 75,000 | Cash |
| Committee Chair retainer | 25,000 | Cash |
| Committee membership/Executive Committee | — | No additional retainer |
| Grant timing/details | Annual stock on meeting date; pro-rated for mid-year appointments; computed per ASC 718 | |
| Deferral program availability | Cash and/or stock retainers deferrable; hypothetical funds incl. Cigna stock fund |
Performance Compensation
- There are no performance-based cash bonuses or option/PSU programs for non-employee directors; equity is delivered as an annual stock retainer (not performance-conditioned) .
- Clawback/hedging: The company maintains robust clawback, anti-hedging, and anti-pledging policies as part of its compensation governance framework .
| Performance Element | Status for Non-Employee Directors |
|---|---|
| Annual cash bonus | Not applicable |
| Performance-based equity (PSUs/options) | Not applicable; equity provided as annual stock retainer |
| Clawback policy | Robust clawback framework in place |
| Anti-hedging/anti-pledging | Robust policies in place |
Other Directorships & Interlocks
| Organization | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| O-I Glass, Inc. | Director | Nominating & Corporate Governance | No Cigna-related interlocks disclosed |
| Primo Brands Corporation | Executive Chairman (since Nov 2025); previously Director | Previously Audit; Compensation (as Director) | External executive chair role may increase time commitments; no related-party transactions with Cigna disclosed |
- Related-party review: The Corporate Governance Committee oversees related-person transactions; 2025 proxy discloses no related-person transactions requiring disclosure other than an employment relationship involving another director’s family member; no Foss-related transactions disclosed .
Expertise & Qualifications
- Capital markets and risk management expertise from leading two IPOs (Aramark and Pepsi Bottling Group) .
- Global operations, strategy, technology, and financial oversight experience; recognized for driving customer loyalty and inclusive workforce engagement .
- Current Cigna committee leadership in Finance and membership on People Resources aligns with financial and human capital governance priorities .
Equity Ownership
| As of Dec 31, 2024 | Common Stock (#) | Deferred Common Stock (#) | RSUs (#) | Hypothetical Shares (#) | Vested Options (#) | Total Ownership (#) | Total Value ($) |
|---|---|---|---|---|---|---|---|
| Eric J. Foss | 35,276 | 0 | 0 | 0 | 0 | 35,276 | 9,741,115 (at $276.14) |
- Stock ownership guidelines for directors: Minimum ownership equal to 5x the cash portion of the annual board retainer (currently $600,000); 5-year compliance window; all directors were in compliance or within accumulation period as of Dec 31, 2024 .
- Deferral flexibility: Directors may defer cash and/or stock retainers into hypothetical investment options, including a Cigna stock fund .
Governance Assessment
- Board effectiveness and engagement: Strong attendance (96% aggregate) and regular executive sessions without management support robust oversight; Foss’s active roles on Finance (Chair) and People Resources (Compensation) position him centrally in capital allocation and human capital oversight .
- Independence and conflicts: Board affirmed Foss’s independence; no Foss-related related-person transactions disclosed; Compensation Committee disclosed no interlocks .
- Pay structure and alignment: Majority of director pay delivered in stock; 2025 program increases stock retainer, maintaining equity emphasis; Foss’s 2024 total compensation was $335,283 (cash $145k incl. Committee Chair fee; stock $190k; other $283) .
- Ownership alignment: Foss held 35,276 Cigna shares at year-end 2024 (approx. $9.74M at $276.14), with all directors in compliance with robust 5x retainer ownership guidelines and anti-hedging/anti-pledging policies .
- Forward-looking committee scope: Beginning Jan 1, 2026, Finance becomes Finance and Technology Committee with oversight of technology, information security, business continuity, and AI—expanding Foss’s governance remit over critical operational risks .
Red flags observed: None disclosed specific to Foss (no related-party transactions, no attendance shortfalls, no committee interlocks). Potential watch item: expanded external responsibilities (Executive Chairman at Primo Brands as of Nov 2025) could increase time commitments, though no Cigna-related conflicts are disclosed .