Kathleen Mazzarella
CignaAbout Kathleen M. Mazzarella
Kathleen M. Mazzarella, age 64, has served as an independent director of The Cigna Group (CI) since 2018 and is Chair of the People Resources Committee, as well as a member of the Finance and Executive Committees. She is Chair, President, and Chief Executive Officer of Graybar Electric Company, Inc.; her education includes an MBA from Webster University and a BA from National Louis University . Her tenure on CI’s board is 7 years as of 2025, with the Board affirmatively determining her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graybar Electric Company, Inc. | Chair | Jan 2013–present | Led ESG practices, governance, and sustainable operations focus . |
| Graybar Electric Company, Inc. | President & CEO | Jun 2012–present | First woman CEO since Graybar’s founding in 1925; community and ownership culture emphasis . |
| Graybar Electric Company, Inc. | Executive Vice President & Chief Operating Officer | Dec 2010–Jun 2012 | Senior operating leadership . |
| Graybar Electric Company, Inc. | Senior Vice President, Sales & Marketing; Senior Vice President, Human Resources & Strategic Planning | Various (prior to 2010) | Progressive senior leadership roles after joining in 1980 . |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| Waste Management, Inc. | Non-Executive Chair | Current | Audit; Management Development & Compensation; Nominating & Governance . |
| Core & Main | Director | Current | Nominating & Governance Committee (Chair) . |
| Express Scripts Holding Company | Director | Past | Board service prior to merger with CI . |
Board Governance
- Committee assignments: Chair, People Resources Committee; Member, Finance Committee; Member, Executive Committee .
- 2024 meeting cadence: Board held 7 meetings; committees held 34; People Resources met 6 times; Finance met 7; Executive Committee did not meet in 2024 .
- Independence and attendance: Board determined Ms. Mazzarella is independent; overall Board/committee attendance in 2024 was 96%, with each director attending more than 75% of meetings; all directors attended the 2024 Annual Meeting; independent directors met without management at all regular Board meetings .
- People Resources Committee scope (she chairs): oversees executive compensation design, incentive plan goals, equity awards, succession planning, pay equity, fair opportunity and inclusion, and compensation risk .
- Finance Committee scope (she is a member): oversees capital deployment, operating and capital plans, investment policies, technology strategy, external insurance coverage, and technology-related risks including AI .
- Compensation committee interlocks: People Resources Committee comprises four independent directors; no compensation committee interlocks .
- Governance practices: robust clawback, anti-hedging and anti-pledging policies; majority of director pay in stock; annual board and committee self-evaluations (2024 included a third-party facilitator and peer feedback) .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 145,000 | Cash retainer plus committee chair fee (People Resources) . |
| Stock Awards | 190,000 | Annual stock retainer for directors in 2024 . |
| All Other Compensation | 283 | Primarily Company-paid life insurance premium value . |
| Total Compensation | 335,283 | Sum of cash, stock, and other. |
Director Compensation Program (structure):
- Board cash retainer: $120,000; Committee chair retainer: $25,000; Lead Independent Director retainer: $75,000 (raised from $50,000 in 2024); stock retainer increased from $190,000 in 2024 to $215,000 effective 2025 .
Deferrals and benefits:
- Directors may defer cash and/or stock retainers under the Deferred Compensation Plan; selection of hypothetical investment funds (including CI stock fund) and payout timing options; financial planning and tax preparation program up to $6,500 annually; matching charitable gift program; insurance coverage including group life, business travel accident, and $1 million umbrella liability .
Performance Compensation
- CI’s non-employee director compensation is composed of retainers (cash and stock); no performance-based metrics or option awards are disclosed for directors; no meeting fees; deferral program optional per director .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Waste Management, Inc. (Non-Executive Chair); Core & Main (Nominating & Governance Chair) . |
| Prior public company board | Express Scripts Holding Company (board service prior to CI’s merger) . |
| Interlocks/conflicts at CI | None disclosed involving Ms. Mazzarella; only related-person transaction disclosed involved a family member of the Lead Independent Director (Mr. Wiseman) employed at CI (Board did not view as a conflict) . |
Expertise & Qualifications
- Long-tenured operating executive in distribution and supply chain with Graybar; instrumental in developing ESG practices and governance; leadership recognized through industry awards and community roles; contributing author on human capital management .
Equity Ownership
| Metric | Value |
|---|---|
| Common Stock (#) | 5,471 |
| Deferred Common Stock (#) | 0 |
| Restricted Stock Units (#) | 0 |
| Hypothetical Shares of Common Stock (#) | 0 |
| Vested Stock Options (#) | 0 |
| Total Ownership (#) | 5,471 |
| Total Ownership Value ($) | 1,510,762 (at $276.14 per share as of 12/31/2024) |
Stock ownership alignment:
- CI requires directors to hold at least five times the cash portion of the annual board retainer (currently $600,000); as of December 31, 2024, all directors met or exceeded guidelines or were within the five-year accumulation period .
- Ms. Mazzarella’s total ownership value was $1,510,762 as of 12/31/2024, supporting alignment with ownership guidelines .
Governance Assessment
- Board effectiveness signal: Independent director with key compensation governance responsibilities as People Resources Committee Chair overseeing pay design, performance goals, equity awards, succession, and pay equity—critical for pay-for-performance and talent stewardship .
- Attendance and engagement: Strong Board and committee attendance (96% overall in 2024); independent director executive sessions at all regular Board meetings; all directors attended the 2024 Annual Meeting—supports engagement and oversight quality .
- Independence and conflicts: Board has affirmatively determined independence; no related-party transactions disclosed involving Ms. Mazzarella; no compensation committee interlocks—low conflict risk .
- Ownership alignment: Meaningful personal shareholdings and compliance with robust stock ownership guidelines; director pay mix is majority equity, increasing alignment with shareholders .
- Risk indicators: CI governance framework includes robust clawback, anti-hedging and anti-pledging policies; active shareholder engagement and periodic third-party facilitated Board evaluations—positive governance hygiene; no red flags disclosed related to her role .
RED FLAGS: None disclosed specific to Ms. Mazzarella (no related-party transactions, no attendance shortfalls, no pay anomalies; People Resources Committee reported no interlocks) .