Eric Wiseman
CignaAbout Eric C. Wiseman
Eric C. Wiseman, age 69, is the Lead Independent Director of The Cigna Group and has served on the Board since 2007. He holds a BS and MBA from Wake Forest University and previously served as Executive Chair, Chief Executive Officer, President, and Chief Operating Officer of VF Corporation, where he delivered top‑quartile total shareholder return and led major growth initiatives and M&A (e.g., Timberland acquisition) . The Board has affirmatively determined he is independent, and he currently anchors the Board’s independent oversight as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VF Corporation | Executive Chair | Aug 2008 – Oct 2017 | Led corporate responsibility performance; global expansion, including Timberland acquisition |
| VF Corporation | Chief Executive Officer | Jan 2008 – Dec 2016 | Delivered top-quartile TSR; organic growth at Vans and The North Face |
| VF Corporation | President | 2006 – Jun 2015 | Senior leadership; global operations |
| VF Corporation | Chief Operating Officer | 2006 – 2008 | Operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wake Forest University | Board of Trustees (Trustee) | Not disclosed | Higher education governance |
| Wake Forest School of Business | Board of Visitors (Member) | Not disclosed | Academic advisory |
| American Heart Association CEO Roundtable | Member | Not disclosed | CEO collaborative focused on employee/community health |
| Lowe’s Companies, Inc. (Past) | Director; Audit Committee member | Not disclosed | Audit oversight experience |
| VF Corporation (Past) | Executive Chair; Director | Not disclosed | Corporate leadership |
Board Governance
- Independence: The Board has affirmatively determined Wiseman and all committee members (other than Chair/CEO) are independent .
- Board leadership: Cordani (Chair/CEO) and Wiseman (Lead Independent Director) comprise the leadership structure; Wiseman presides in the Chair’s absence, approves agendas, calls meetings of independent directors, and engages shareholders upon request .
- Committee memberships: Wiseman serves on the Executive Committee; he is not listed as a member of Audit, Compliance, Corporate Governance, Finance, or People Resources .
- Board effectiveness: In 2024, the Board used an independent third party to facilitate the evaluation process, including developmental peer feedback .
- Attendance/engagement: The Board held 10 meetings in 2023 (31 committee meetings) with 97% attendance; in 2024, the Board held 7 meetings (34 committee meetings) with 96% attendance; all directors attended the respective annual meetings .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board Meetings Held | 10 | 7 |
| Committee Meetings Held | 31 | 34 |
| Board + Committee Attendance | 97% | 96% |
| Annual Meeting Attendance | All directors attended | All directors attended |
Fixed Compensation
- Structure: Non‑employee director pay comprises cash and equity retainers; majority of director compensation is delivered in The Cigna Group common stock; no fees for committee membership or Executive Committee service .
- 2025 Program update: Annual stock retainer increased to $215,000; Lead Independent Director cash retainer increased to $75,000; Board cash retainer $120,000; Committee chair cash retainer $25,000 . In 2023, these were $190,000 stock, $50,000 Lead Director cash, $120,000 cash, $25,000 chair cash .
| Retainer Type | 2023 Program | 2025 Program |
|---|---|---|
| Board Stock Retainer (Paid in The Cigna Group common stock) | $190,000 | $215,000 |
| Board Cash Retainer | $120,000 | $120,000 |
| Lead Independent Director Cash Retainer | $50,000 | $75,000 |
| Committee Chair Cash Retainer | $25,000 | $25,000 |
- Wiseman actual director compensation (2024):
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $182,500 |
| Stock Awards | $190,000 |
| All Other Compensation | $283 |
| Total Compensation | $372,783 |
Deferrals: Directors may elect to defer cash and/or common stock retainer under the Director Deferral Plan; deferred stock is credited as hypothetical common shares; deferred cash tracks specified investment options; payments occur post‑service per plan rules .
Performance Compensation
- Non‑employee director compensation is retainer‑based without disclosed performance metrics. Equity retainer is granted as The Cigna Group common stock annually on the date of the annual meeting covering service until the next annual meeting; awards may be deferred and are determined by dividing the award amount by closing price on grant date .
| Program Feature | Detail |
|---|---|
| Equity Grant Timing | Annually on date of annual meeting covering April to next annual meeting |
| Instrument | The Cigna Group common stock; not a PSU/option program for directors |
| Deferral Options | Cash and stock portions may be deferred under the Deferral Plan |
Other Directorships & Interlocks
- Past public company boards: Lowe’s Companies, Inc. (Audit Committee member) and VF Corporation .
- Independence review acknowledges ordinary-course commercial relationships of some directors’ external organizations; Board still determined Wiseman independent .
Expertise & Qualifications
- Proven public‑company CEO and Executive Chair with track record of top‑quartile TSR and strategic M&A; deep experience in global operations, risk management, and shareholder engagement; active governance roles in academia and health initiatives (AHA CEO Roundtable) .
Equity Ownership
Stock ownership guidelines require at least 5x the cash portion of the board retainer ($600,000); all directors met/exceeded or are within the accumulation period as of year‑end 2024 .
| Ownership Metric | Dec 31, 2024 | Jan 31, 2025 |
|---|---|---|
| Common Stock (Beneficially Owned) | 4,739 shares | 4,739 shares |
| Deferred Common Stock | 17,781 shares | 17,781 shares (not counted as “beneficially owned”) |
| Hypothetical Shares of Common Stock | 8,278 shares | 8,278 shares (not counted as “beneficially owned”) |
| Total Ownership (incl. deferred/hypothetical) | 30,798 shares; $8,504,560 value at $276.14 close | Not applicable (beneficial count excludes deferred/hypothetical) |
| Shares Pledged | None of reported shares pledged |
Anti‑hedging/anti‑pledging policies are part of strong compensation governance practices .
Say‑on‑Pay & Shareholder Feedback
- 2024 Annual Meeting results (Proposal 2 – Advisory approval of executive compensation): Votes For 197,173,863; Against 39,200,994; Abstentions 434,105; Broker Non‑Votes 19,739,518 (≈83% For of non‑broker votes, calculated from reported counts) .
- 2024 Shareholder proposals: Special meeting improvement failed (For 114,022,412; Against 119,621,641; Abstentions 3,164,909; Broker Non‑Votes 19,739,518) .
- Ongoing shareholder engagement overseen by the Board and Corporate Governance Committee .
| 2024 AGM Proposal | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory Approval of Executive Compensation | 197,173,863 | 39,200,994 | 434,105 | 19,739,518 |
| Special Shareholder Meeting Improvement | 114,022,412 | 119,621,641 | 3,164,909 | 19,739,518 |
Compensation Committee Analysis
- People Resources Committee composition: Kathleen M. Mazzarella (Chair), Eric J. Foss, George Kurian, Philip O. Ozuah; no compensation committee interlocks .
- Use of independent compensation consultant: Pay Governance assisted Corporate Governance Committee in annual review of non‑employee director compensation; led to 2025 changes to stock and Lead Independent Director retainers .
Potential Conflicts & Related‑Party Transactions
- A member of Mr. Wiseman’s family is an employee of The Cigna Group (non‑executive role; target total annual compensation approx. $130,000–$220,000), established under standard non‑executive compensation practices; the Board does not view this employment relationship as presenting a conflict for Mr. Wiseman . There were no other related‑person transactions requiring disclosure .
Governance Assessment
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Strengths:
- Clear independent oversight as Lead Independent Director; robust responsibilities including agenda approval, shareholder engagement, and CEO succession leadership .
- Strong attendance and engagement at board and committee levels; executive sessions without management .
- Ownership alignment: compliance with stock ownership guidelines; significant personal and deferred holdings tied to The Cigna Group stock; no pledging of shares .
- Compensation governance: majority of director compensation delivered in equity; use of independent consultant; anti‑hedging/anti‑pledging and clawback policies .
-
Watch‑items / RED FLAGS:
- Related‑party: Family employment is disclosed; Board deems no conflict, but remains a monitoring point for investors given governance optics .
- Pay structure changes: Increase in Lead Independent Director cash retainer ($50,000 to $75,000) and stock retainer ($190,000 to $215,000) could reflect expanded responsibilities, but investors should watch for pay inflation relative to workload and shareholder outcomes .
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Signals:
- Elevated Lead Independent Director role and continued robust board evaluations (third‑party facilitated in 2024) support board effectiveness and accountability .
- Shareholder support for say‑on‑pay (~83% approval derived from reported counts) suggests general confidence in compensation oversight, albeit with a notable minority “Against” vote to monitor .