Michael Hennigan
CignaAbout Michael J. Hennigan
Michael J. Hennigan is an independent director of The Cigna Group (CI), appointed effective June 2, 2025. He is age 65, holds a B.S. in Chemical Engineering from Drexel University, and serves as Executive Chairman of Marathon Petroleum Corporation (MPC) and MPLX, bringing deep expertise in complex, regulated markets and large-scale operational execution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum Corporation | Executive Chairman | Aug 1, 2024 – present | Led significant strategic initiatives and capital return programs . |
| Marathon Petroleum Corporation | CEO | Jan–Jul 2024 | Oversight of complex, regulated downstream operations . |
| MPLX LP | Chairman, President & CEO | 2019–2020 | Leadership across midstream logistics; capital markets experience . |
| MPLX LP | President | 2017–2019 | Strategic growth and execution (midstream) . |
| Energy Transfer Partners (general partner) | President, Crude/NGL/Refined Products | Prior to MPLX | Market/regulatory operations leadership . |
| Sunoco Logistics Partners | President & CEO; previously President & COO; VP Business Development | c. 2012–2017 (executive roles) | Built logistics scale; advanced operational excellence . |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Marathon Petroleum Corporation | Executive Chairman; Director | Executive leadership and board governance . |
| MPLX LP | Executive Chairman; Director | Midstream governance . |
| Nutrien Ltd. | Director | Audit Committee; Nominating & Corporate Governance Committee . |
| Industry associations | AFPM (Chair), API (Executive Committee), Business Council, Ohio Business Roundtable | Policy/industry leadership roles . |
Board Governance
- Independence: Appointed as an independent director of The Cigna Group effective June 2, 2025 .
- CI Committee assignments: Audit Committee and Corporate Governance Committee (appointed July 22, 2025) .
- Attendance: CI’s Board-wide attendance in 2024 was 96%; each director attended >75% of Board/committee meetings (Hennigan joined in 2025; his attendance will be disclosed in the next proxy) .
- Committee responsibilities: Audit oversees financial reporting, internal controls, cybersecurity, and auditor oversight; Corporate Governance oversees board composition/effectiveness, ESG oversight, related person transactions, and director compensation programs .
Fixed Compensation
| Component | Annual Amount ($) | Payment Method | Notes |
|---|---|---|---|
| Board Retainer – Equity | 215,000 | Common stock | Increased from $190,000; effective with 2025 stock retainer; new appointees receive prorated award based on months to next annual meeting . |
| Board Retainer – Cash | 120,000 | Cash | Paid quarterly; eligible for deferral under Director Deferral Plan . |
| Lead Independent Director Retainer | 75,000 | Cash | Increased from $50,000 in 2024; not applicable to Hennigan . |
| Committee Chair Retainer | 25,000 | Cash | Applicable to committee chairs only; Hennigan is not a chair . |
- Deferral: Directors may defer cash and/or stock retainer into deferred accounts with investment fund choices (including a stock fund tied to CI); payouts occur in lump sum or installments after separation .
Performance Compensation
- No performance-based director compensation is disclosed; non-employee director pay at CI is retainer-based with an equity component, not subject to operational performance metrics or TSR hurdles .
Other Directorships & Interlocks
| Company | Overlap with CI Stakeholders | Potential Conflict Notes |
|---|---|---|
| Marathon Petroleum (Executive Chairman) | Possible benefits/insurance procurement relationships typical of large employers | CI discloses related-person transactions annually; at appointment, no transactions involving Hennigan required disclosure under Item 404(a) . |
| MPLX (Executive Chairman) | Midstream energy; limited direct overlap with CI’s health services | No related-person transactions involving Hennigan disclosed . |
| Nutrien Ltd. (Director) | Global agriculture inputs company | Outside public company board limits: CI allows up to five boards for non-CEOs; Hennigan’s current count appears within limits . |
Expertise & Qualifications
- Deep leadership in regulated industries, logistics, refining, and large-scale operations; led significant strategic initiatives (e.g., Speedway sale and capital return programs) indicating strong strategy and execution credentials .
- Brings financial oversight and risk management experience consistent with Audit Committee service .
Equity Ownership
| Policy / Measure | Detail |
|---|---|
| Director Stock Ownership Guideline | Minimum ownership of 5× the cash portion of annual board retainer (currently $600,000 equivalent), with 5 years from election to comply; for directors starting after Feb 2014, only common stock and deferred common stock count toward compliance . |
| Pledging / Hedging | As of Jan 31, 2025, “None of the shares reported are pledged as security” (beneficial ownership table covers listed directors/NEOs at that date; Hennigan joined later in 2025) . |
Governance Assessment
- Strengths: Independent status; Audit and Corporate Governance Committee assignments align with his oversight experience; CI maintains robust governance (majority-independent board, strong committee structures, clawbacks, annual evaluations) supporting investor confidence .
- Alignment: Majority of director compensation delivered as equity; mandatory ownership guidelines drive skin-in-the-game; directors may defer compensation into CI stock equivalents .
- Shareholder signals: 2024 say‑on‑pay approval of ~83% indicates continued support for CI’s compensation governance framework .
- Conflicts/Interlocks: No related‑party transactions involving Hennigan disclosed; outside board service appears within CI’s limits for non‑CEO directors; monitor potential employer‑benefit procurement interactions as routine large-employer relationships rather than conflicts .
- Attendance/Engagement: CI board demonstrates strong attendance and executive sessions; Hennigan’s individual attendance will be reportable in the 2026 proxy .
RED FLAGS: None disclosed specific to Hennigan (no Item 404(a) related‑person transactions; not a committee chair altering pay; no pledging reported). Ongoing monitoring warranted for time commitments across multiple boards and evolving roles at MPC/MPLX, though currently within CI’s outside directorship limits .