Mark McClellan
CignaAbout Mark B. McClellan, M.D., Ph.D.
Age 61; independent director at The Cigna Group since 2018. He is the inaugural Director of the Duke‑Robert J. Margolis, M.D., Institute for Health Policy at Duke University (since 2016) and a prominent health policy leader with prior service as FDA Commissioner (2002–2004) and CMS Administrator (2004–2006). Education: PhD (MIT), MD (Harvard‑MIT HST), MPA (Harvard), BA (University of Texas) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food and Drug Administration | Commissioner | 2002–2004 | Implemented Critical Path Initiative; major regulatory reforms |
| Centers for Medicare & Medicaid Services (HHS) | Administrator | 2004–2006 | Oversaw Medicare Part D and Medicare Advantage implementation |
| The Brookings Institution | Senior Fellow; Director, Initiatives on Value & Innovation in Health Care | 2007–2015 | Health economics and value‑based care policy leadership |
| The White House | Member, President’s Council of Economic Advisers; Senior Director for Health Care Policy | 2001–2002 | Health policy leadership in Executive Office |
| U.S. Department of the Treasury | Deputy Assistant Secretary for Economic Policy | 1998–1999 | Economic policy leadership |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Alignment Healthcare, Inc. | Director | Nominating, Corporate Governance and Compliance Committee |
| Johnson & Johnson | Director | Regulatory Compliance & Sustainability Committee; Science & Technology Committee |
| Duke‑Robert J. Margolis, M.D., Institute for Health Policy | Director; Margolis Professor | — |
Board Governance
- Independence: Board determined Dr. McClellan is independent under NYSE and company standards; all members of the Compliance and Corporate Governance Committees are independent .
- Committee assignments (2024): Compliance Committee (member); Corporate Governance Committee (member) .
- Committee scope and engagement: Compliance Committee met 5 times (federal healthcare program compliance, ethics, Code oversight); Corporate Governance Committee met 6 times (board composition, ESG oversight, director compensation, related‑person transactions oversight) .
- Attendance: In 2024 the Board held 7 meetings; committees held 34. Board/committee attendance was 96%, with each director attending more than 75% of the meetings of the Board and committees on which they served; all directors attended the 2024 Annual Meeting. Independent directors met in executive session at all regular Board meetings .
- Years of service on CI Board: Since 2018 .
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | 120,000 | Quarterly‑paid; no meeting fees; no committee member retainers |
| Equity retainer (stock awards; grant date FV) | 190,000 | Granted at annual meeting; value under ASC 718 |
| All other compensation | 283 | Primarily company‑paid life insurance premiums; no perqs >$10k disclosed |
| Total | 310,283 | — |
Program terms (effective changes): Stock retainer increased from $190,000 to $215,000 for 2025 awards; Lead Independent Director retainer increased from $50,000 to $75,000 (3Q 2024); Committee chair retainer $25,000; no retainers for committee membership or Executive Committee .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance‑based metrics tied to director pay | Not applicable; non‑employee director compensation consists of fixed cash and equity retainers; no performance plan metrics are specified for directors in the program description or compensation table |
Other Directorships & Interlocks
| Company | Sector/Relation | Potential Interlock/Notes |
|---|---|---|
| Alignment Healthcare, Inc. | Managed Medicare/healthcare services | External directorship; compliance/governance committee role aligns with CI Compliance oversight experience |
| Johnson & Johnson | Pharma/medtech | External directorship on compliance and science/technology committees; no CI related‑person transactions disclosed involving Dr. McClellan |
- Related‑person transactions: The proxy discloses one employment relationship for a family member of another director and states there were no other related‑person transactions requiring disclosure; Corporate Governance Committee oversees any such transactions .
Expertise & Qualifications
- Deep healthcare regulation and public policy expertise (former FDA Commissioner; CMS Administrator; White House and Treasury roles) .
- Academic policy leadership (Duke‑Margolis); multiple health policy advisory roles (e.g., National Academy of Medicine, ICER) .
- Education spans medicine, economics, and public administration: MD, PhD, MPA, BA .
Equity Ownership
| Measure | Amount | As‑Of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 5,471 | Jan 31, 2025 | <1% of class |
| Director ownership (total shares counted) | 5,471 | Dec 31, 2024 | Valued at $1,510,762 using $276.14/share |
| Pledged shares | None | Jan 31, 2025 | “None of the shares reported are pledged” |
Ownership guidelines for directors: Minimum holding equal to 5× the cash portion of annual board retainer (currently $600,000); five years to comply. As of Dec 31, 2024, all directors were in compliance or within accumulation period .
Governance Assessment
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Strengths for investor confidence:
- Independence affirmed; sits on Compliance and Corporate Governance committees central to oversight of regulatory risk, ESG, director pay, and related‑party transactions .
- High engagement environment: committees met regularly (Compliance 5; Corporate Governance 6), Board/committee attendance at 96% overall with each director >75%; regular executive sessions without management .
- Ownership alignment: meaningful personal stake (5,471 shares; no pledging); robust director ownership guideline (5× cash retainer) with full Board compliance as of year‑end 2024 .
- Transparent director pay structure with equity‑heavy mix and recent benchmarking by independent consultant (Pay Governance) .
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Potential watch‑items (not currently flagged as issues):
- Multiple external public boards (Alignment Healthcare; Johnson & Johnson). Board’s overboarding limits permit up to four other public boards for non‑CEO directors; all directors, including Dr. McClellan, are in compliance .
- External roles at major healthcare companies raise general conflict‑monitoring considerations, but the proxy reports no related‑person transactions requiring disclosure for Dr. McClellan; CG Committee oversees any such matters .
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No RED FLAGS identified in proxy disclosures: no pledging/hedging noted for his holdings; no related‑party transactions; attendance thresholds met Board‑wide; director compensation shows no unusual perquisites or one‑off awards .