Kimberly Ross
CignaAbout Kimberly A. Ross
Kimberly A. Ross (age 59) has served as an independent director of The Cigna Group since 2020; she is Audit Committee Chair and a member of the Finance and Executive Committees, and holds a B.A. from the University of South Florida . She is designated an “audit committee financial expert,” and holds cybersecurity governance credentials from the NACD and MIT, aligning with her finance, audit, M&A, and IT oversight background . The Board has affirmatively determined she is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WeWork (The We Company) | Chief Financial Officer | Mar–Sep 2020 | Senior finance leadership during transition |
| Baker Hughes Company | SVP & Chief Financial Officer | Sep 2014–Jul 2017 | Enterprise finance leadership at energy technology firm |
| Avon Products, Inc. | EVP & Chief Financial Officer | Nov 2011–Sep 2014 | Global finance leadership at consumer company |
| Royal Ahold N.V. | EVP & Chief Financial Officer; prior senior roles | 2007–2011 CFO; joined 2001 | Corporate finance, FP&A, restructuring, reporting |
External Roles
| Organization | Role | Current/Past | Committees/Notes |
|---|---|---|---|
| KKR & Co. | Director | Current | Audit Committee |
| Northrop Grumman Corporation | Director | Current | Audit and Risk Committee; Policy Committee |
| Chubb Limited | Director | Past | — |
| KKR Acquisition Holdings I Corp. | Director | Past | — |
| Nestlé S.A. | Director | Past | — |
| PQ Group Holdings, Inc. | Director | Past | — |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Ross is independent; all Audit/Finance/People Resources/Compliance/Corporate Governance members are independent . |
| Committee Assignments | Audit (Chair) ; Finance (Member) ; Executive (Member) . |
| Audit Committee Expertise | All members financially literate; Ross designated “audit committee financial expert” . |
| 2024 Meetings | Board: 7; Committees total: 34; Audit: 10; Finance: 7; Executive: 0 . |
| Attendance & Engagement | 2024 attendance 96% across Board/committees; each director >75%; all directors attended 2024 Annual Meeting . |
| Director Limits | No more than three public company audit committees; no more than five total public boards for non-CEOs; Board states all directors comply . |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 145,000 |
| Stock Awards (grant-date fair value) | 190,000 |
| All Other Compensation | 2,783 |
| Total | 337,783 |
Program features: Annual cash retainer $120,000; annual stock retainer $190,000 in 2024 (increased to $215,000 effective 2025); Committee Chair retainer $25,000; no member/meeting fees; Lead Independent Director retainer increased to $75,000 in 2024; majority of director pay delivered in stock; deferral available for cash/stock retainers .
Performance Compensation
| Feature | Details |
|---|---|
| Performance Metrics for Directors | None disclosed; director equity is an annual stock retainer (time-based, not performance-conditioned) . |
| Deferral | Directors may defer cash and/or stock retainers under the Deferral Plan (stock as hypothetical shares; cash to selected funds) . |
Equity Ownership
| Metric (as of 12/31/2024; $276.14/share) | Amount |
|---|---|
| Common Stock (#) | 3,874 |
| Deferred Common Stock (#) | 0 |
| Restricted Stock Units (#) | 0 |
| Hypothetical Shares of Common Stock (#) | 0 |
| Vested Stock Options (#) | 0 |
| Total Ownership (#) | 3,874 |
| Total Ownership Value ($) | 1,069,766 |
- Director Stock Ownership Guidelines: Minimum 5x the cash portion of the annual board retainer (currently $600,000); five years to comply; post-2014 service may count only common and deferred common; as of 12/31/2024 all directors in compliance .
- Hedging/Pledging: Prohibited for directors, officers, employees under Insider Trading Policy .
Other Directorships & Interlocks
| Potential Interlock/Relationship | Status |
|---|---|
| Related-person transactions | Proxy reports none requiring disclosure other than an employment relationship involving a family member of the Lead Independent Director; no other related-person transactions disclosed (none attributed to Ms. Ross) . |
| Governance oversight | Corporate Governance Committee oversees related-person transactions and director compensation . |
Expertise & Qualifications
- Financial leadership (former CFO at multiple public companies) and deep audit/controls oversight; designated audit committee financial expert .
- Cybersecurity governance credentials (NACD Cybersecurity Certification; MIT Certificate in Cybersecurity Governance for Boards) .
- Capital allocation, M&A, restructuring, financial reporting, and IT oversight experience .
Governance Assessment
- Positives: Independent Audit Committee Chair with “financial expert” designation; strong attendance culture (96% overall; each director >75%); majority in-stock director pay and robust stock ownership guideline ($600k) support alignment; hedging/pledging prohibited .
- Ownership alignment: ~$1.07M in total Cigna shareholdings as of 12/31/2024; Board indicates compliance with ownership guidelines .
- Consultant independence and program competitiveness: Director pay reviewed annually; Pay Governance engaged as independent consultant .
- Conflicts/Related-party exposure: No related-person transactions disclosed involving Ms. Ross; related-person oversight in place .
- Watch item: Audit committee load. Ms. Ross serves as Audit Chair at Cigna and sits on audit committees at KKR and Northrop Grumman—this equals three audit committees, which is the maximum permitted under Board limits; monitor time commitments and evolving responsibilities .
No additional red flags (e.g., pledging, hedging, perquisites over $10k, or repricing) were disclosed for directors; all other director perquisites remained below SEC disclosure thresholds and hedging/pledging is prohibited .