Neesha Hathi
CignaAbout Neesha Hathi
Independent director of The Cigna Group (CI), age 51, serving since 2021; she is currently Head of Wealth and Advice Solutions at The Charles Schwab Corporation (since 2022), with prior roles as Chief Digital Officer (2017–2022), EVP Investor Services Platforms, Strategy & Client Experience (2016–2017), and SVP Advisor Services & COO of Schwab Performance Technologies (2012–2016). Education: MBA, University of California; BS, University of Michigan. Recognized for digital transformation leadership (InvestmentNews Icons & Innovators 2021; Business Insider “10 People Transforming Investing” 2020; ThinkAdvisor Top Women in WealthTech 2019). Board committees: Audit and Finance; independence affirmed (other than Chair/CEO, all directors are independent; committees are 100% independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles Schwab | Head of Wealth and Advice Solutions | 2022–present | Oversees wealth/advice solutions; digital expertise recognized across industry |
| Charles Schwab | Chief Digital Officer | 2017–2022 | Led digital transformation, business innovation, and data/analytics |
| Charles Schwab | EVP, Investor Services Platforms, Strategy & Client Experience | 2016–2017 | Client experience and platform strategy leadership |
| Schwab Performance Technologies | SVP Advisor Services & COO | 2012–2016 | Technology and operations leadership for advisor services |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| UCLA Anderson School of Management | Advisory Board member | Current | Thought leadership on digital transformation |
| The Charles Schwab Foundation | Serves in foundation capacity | Current | Industry recognition and engagement |
| Other public company boards | N/A | — | No current public company directorships disclosed |
Board Governance
| Committee | Role | 2024 Meetings | Notable Oversight Areas |
|---|---|---|---|
| Audit | Member | 10 | Financial reporting integrity, internal controls, auditor oversight, ERM financial risks, cybersecurity, ESG disclosures; audit committee financial experts designated among other members |
| Finance | Member | 7 | Capital, invested assets, IT and tax strategy, investments/divestitures, D&O and cyber insurance, capital/investment risks, technology-related risks incl. AI |
- Independence: Hathi is independent; all standing committees (Audit, Compliance, Corporate Governance, Finance, People Resources) are 100% independent.
- Attendance: In 2024, Board met 7 times; committees met 34 times; overall attendance 96%, and each director attended >75% of aggregate meetings; all directors attended the 2024 Annual Meeting. Executive sessions of independent directors occurred at all regular Board meetings.
- Lead Independent Director: Eric C. Wiseman; responsibilities include agenda approval, presiding in Chair’s absence, attending all committee meetings, CEO succession support, and shareholder engagement.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash retainer | 120,000 | Annual cash for Board service; paid quarterly; deferrable under the Deferral Plan |
| Stock awards (common stock) | 190,000 | Aggregate grant-date fair value; annual award on the Annual Meeting date; number of shares determined by dividing by closing price on grant date; deferrable under Deferral Plan |
| All other compensation | 2,783 | Includes $2,500 matching charitable gifts and $283 Company-paid life insurance premiums |
| Total (2024) | 312,783 | Sum of above |
Program structure and recent changes:
- Non-employee Director Compensation Program (reviewed annually; consultant: Pay Governance). 2024 retainers: cash $120,000; stock $190,000. Effective 2025, stock retainer increased to $215,000; Lead Independent Director retainer increased from $50,000 to $75,000; Committee chair fee $25,000; no membership or Executive Committee retainers; directors may defer cash and/or stock.
Performance Compensation
| Metric/Provision | Detail |
|---|---|
| Performance-linked components in director pay | None disclosed; director compensation is a fixed retainer delivered in cash and common stock, not contingent on performance metrics |
| Award calculation | Number of shares = award value divided by closing price on grant date; fractional shares settled in cash |
| Deferral options | Directors may defer cash and/or stock into hypothetical funds or deferred stock units; paid post-separation (lump sum or installments) |
| Risk controls | Robust clawback policy; anti-hedging and anti-pledging policies apply to directors |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None disclosed for Hathi |
| Compensation committee interlocks | None (People Resources Committee comprises independent directors; no interlocks) |
| Related-person transactions | None requiring disclosure other than an employment relationship involving Mr. Wiseman’s family member; no conflicts identified for Hathi |
Expertise & Qualifications
- Digital transformation, business innovation, data/analytics leadership over a 20-year Schwab career; frequently provides thought leadership at industry events.
- Recognitions: InvestmentNews Icons & Innovators (2021), Business Insider “10 People Transforming Investing” (2020), ThinkAdvisor Top Women in WealthTech (2019).
- Relevant to CI’s committee remit: Finance oversight includes IT strategy and technology-related risks (incl. AI), aligning with Hathi’s digital expertise; Audit oversight includes cybersecurity and ESG disclosures.
Equity Ownership
| Holding Type (12/31/2024) | Shares (#) | Value ($) | Source |
|---|---|---|---|
| Common stock | 2,731 | 754,138 | Closing price $276.14 applied to director holdings |
| Deferred common stock | 0 | — | |
| Restricted stock units | 0 | — | |
| Hypothetical shares | 0 | — | |
| Vested stock options | 0 | — | |
| Total ownership | 2,731 | 754,138 |
| Beneficial Ownership (1/31/2025) | Shares (#) | % of Class |
|---|---|---|
| Hathi, Neesha | 2,731 | Less than 1% (*) |
Ownership alignment and policies:
- Stock ownership guideline for directors: at least five times the cash portion of annual board retainer (5 × $120,000 = $600,000); directors with service after Feb 2014 may count common stock and deferred common stock only. As of 12/31/2024, all directors met/exceeded guidelines or were within the five-year accumulation period.
- Hedging/pledging: prohibited for directors, officers, and employees (RED FLAG mitigated).
Insider Trades
| Date | Filing | Transaction | Notes/Link |
|---|---|---|---|
| Apr 25, 2025 | Form 4 | Stock Award (Grant) under director retainer | SEC index entry and filing (routine director stock retainer grant) |
| Apr 28, 2023 | Form 4 | Filing by Neesha Hathi | SEC PDF link |
Note: Public trackers indicate Apr 23, 2025 stock award grant recorded (e.g., MarketWatch), consistent with annual director equity retainer grants; consult primary Form 4 for exact share counts.
Governance Assessment
- Board effectiveness: Hathi serves on Audit and Finance—two high-intensity committees with 10 and 7 meetings, respectively—bringing digital and IT strategy expertise aligned to oversight of cybersecurity, technology risks (including AI), capital allocation, and investment policies. Attendance was strong at the board level (96%), with executive sessions without management at all regular meetings, supporting independent oversight.
- Independence and alignment: Independent status; prohibited hedging/pledging; robust stock ownership guidelines (threshold ~$600k) and disclosure that all directors met/exceeded or were within accumulation period. Hathi’s holdings were ~$754k at year-end, indicating compliance trajectory.
- Compensation mix: Director pay is retainer-based with a majority delivered in common stock; no performance-linked metrics for directors—reduces risk of pay-for-performance misalignment at the board level; 2025 increase to stock retainer indicates continued emphasis on equity alignment.
- Conflicts and red flags: No related-person transactions involving Hathi; no hedging/pledging (policy). No meeting fees or membership stipends reduce pay complexity; deferral options are standard. Overall, governance signals are positive with strong committee placement and alignment to risk oversight areas relevant to her background.
RED FLAGS: None disclosed for Hathi (no related-party transactions; anti-pledging/hedging policy; attendance thresholds met).