Nicole Jones
CignaAbout Nicole Jones
Nicole S. Jones is Executive Vice President, Chief Administrative Officer, and General Counsel at The Cigna Group (CI), a role she has held since September 2023 after serving as EVP and General Counsel since June 2011; she is 54 years old as of February 27, 2025 . Under her leadership, Jones oversees legal, compliance, communications, government affairs, and human resources, with documented contributions to complex regulatory and strategic initiatives (including the Medicare divestiture) and enterprise talent strategy . During her tenure, CI delivered adjusted revenues of $247.1 billion and adjusted income from operations per share of $27.33 in 2024, and returned $8.6 billion to shareholders ; CI’s cumulative TSR grew 44.7% over 2020–2024, and the 2022–2024 SPS program paid out at 129% of target based on absolute earnings per share goals and relative TSR performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Cigna Group | EVP, Chief Administrative Officer & General Counsel | 2023–present | Led legal, compliance, communications, government affairs, and HR; advanced public affairs strategy; supported Medicare divestiture to HCSC; drove enterprise talent strategy . |
| The Cigna Group | EVP & General Counsel | 2011–2023 | Led legal and regulatory workstreams across major initiatives; advanced enterprise ESG strategy and legislative positioning . |
| The Cigna Group | VP & Deputy General Counsel; Corporate Secretary | 2006–2010 | Senior legal leadership and corporate governance responsibilities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lincoln Financial Group | Senior Vice President & General Counsel | 2010–2011 | Led legal function; brought external perspective ahead of return to CI . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 768,366 | 807,116 | 868,269 |
| Non-Equity Incentive Plan Compensation ($) | 1,020,000 | 1,035,000 | 972,000 |
| All Other Compensation ($) | 62,909 | 47,809 | 40,624 |
| Total ($) | 5,232,747 | 5,210,016 | 5,788,162 |
| Annual Rate & Targets | 2023 | 2024 |
|---|---|---|
| Annual Base Salary Rate ($) | — | 875,000 |
| EIP Target ($) | 900,000 | 900,000 |
| EIP Actual Payout ($) | 1,035,000 | 972,000 |
| Payout vs Target (%) | 115% | 108% |
Performance Compensation
| Metric (EIP – one-year) | Weighting | Target | Actual | Funding Factor |
|---|---|---|---|---|
| Adjusted Income from Operations | 50% | 8.8% growth YoY | 3.9% growth | 77% (weighted 39%) |
| Adjusted Revenues (Growth) | 20% | 17.8% growth YoY | 26.5% growth | 168% (weighted portion of 42%) |
| Expansion of Addressable Markets | 10% | 28% growth YoY | 25% growth | 88% (weighted portion of 42%) |
| Strategic Priorities | 20% | Affordability, inclusion, health equity | Committee assessed | Included in overall funding |
| SPS (2022–2024 program) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Cumulative Adjusted Income from Operations, per share | 50% | $75.25 | $75.78 | 103% | Paid Feb 28, 2025 |
| Relative TSR vs peer group | 50% | 50th percentile | 63rd–75th percentile; 8.2% 3-year annual compounded TSR | 154% | Paid Feb 28, 2025 |
| Overall SPS payout | — | — | — | 129% of target | Settled in stock |
| 2024 Equity Grants (Awarded 2/28/2024) | Shares/Units | Exercise Price | Closing Price | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Strategic Performance Shares (SPS) | Target 5,313; Threshold 664; Max 10,626 | — | — | 2,118,415 |
| Restricted Stock (RSG) | 2,657 | — | — | 894,014 |
| Stock Options | 9,677 | $336.475/sh | $335.13/sh | 893,791 |
Equity Ownership & Alignment
| Ownership Detail (as of Jan 31, 2025 unless noted) | Amount |
|---|---|
| Beneficial Ownership (shares) | 125,016 |
| Ownership % of Class | Less than 1% |
| Options Exercisable within 60 days | 87,323 |
| 401(k) Plan Holdings | 1,406 shares |
| Options Outstanding – Exercisable | 75,361 |
| Options Outstanding – Unexercisable | 21,901 |
| Unvested Restricted Shares (12/31/2024) | 14,780; MV $4,081,349 |
| Unearned SPSs (12/31/2024) | 10,974; MV $3,030,360 |
| Stock Ownership Guideline | 3x base salary; all NEOs in compliance/exceed |
| Hedging/Pledging | Prohibited for directors, officers, employees ; none of shares pledged |
| Share Retention | Must retain 50% of shares from option exercise/RSU vest for ≥1 year; limits on selling above guideline |
Upcoming Vesting and Potential Selling Pressure Windows
| Security | 3/1/2025 | 3/1/2026 | 3/1/2027 |
|---|---|---|---|
| Options – scheduled vest tranches (#) | 5,251; 3,486; 3,225 | 3,487; 3,226 | 3,226 |
| Restricted Stock – scheduled vest (#) | 9,064; 1,171; 1,888; 944; 885; 886; 886 (multiple grants) | 944; 886 | 886 |
| SPS – scheduled vest (#) | — | 5,661 (2023–2025 at assumed target) | 5,313 (2024–2026 at assumed target) |
Note: SPS vest amounts for open cycles shown at target per proxy convention; actual payout will be determined by three-year performance at vest .
Employment Terms
| Provision | Detail |
|---|---|
| Severance (Involuntary Not for Cause) | Estimated total $6,628,767 (Severance $2,662,500; Annual Incentive $900,000; Vesting of in-the-money LTI $3,026,509; Other Benefits $39,758) assuming 12/31/2024 termination . |
| Change-of-Control (Double Trigger) | Benefits only upon CoC plus qualifying termination; 156 weeks base salary; 3x higher of last annual incentive or target; prorated EIP target for year; vesting of options/RSUs; SPS paid at 100% of target; outplacement; COBRA subsidy; no excise tax gross-up (best-net cutback applies) . |
| Estimated CoC Payment | Total $13,476,623 (Severance $5,730,000; Annual Incentive $900,000; LTI vesting $6,806,865; Other $39,758; no cutback) . |
| Post-termination vesting (non-CoC) | Equity scheduled to vest within 12 months may continue to vest if covenants are met; SPS determined based on actual performance; others forfeited . |
| Covenants | Non-disclosure, non-competition, non-solicitation, cooperation required to receive/retain benefits . |
| Clawback | Standalone clawback policy adopted Oct 2023 compliant with Dodd-Frank/NYSE; board can recoup compensation for restatements beyond SOX . |
| Employment Agreements | No employment agreements for executive officers (company policy) ; Offer letter (Sept 14, 2023) on file as exhibit . |
Performance & Track Record
- 2024 EIP: Jones’ payout was $972,000, 108% of target, reflecting contributions across legal/regulatory workstreams for the HCSC transaction, public affairs strategy, and enterprise talent strategy .
- Enterprise performance: 2024 adjusted revenues $247.1B; adjusted income from operations per share $27.33; $8.6B returned to shareholders .
- Long-term incentives: 2022–2024 SPS paid at 129% of target; earnings-per-share goal achieved at 103% and relative TSR at 154% .
Compensation Peer Group & Governance Signals
- Compensation positioning targets competitive range around the 50th percentile of market data; uses compensation, general industry, and TSR peer groups; peer lists disclosed and unchanged for 2025 .
- Say-on-pay support: Approximately 83% of votes cast at the 2024 annual meeting supported executive compensation .
- Governance practices: Double-trigger CoC, robust ownership and retention requirements, anti-hedging/pledging, no option repricing without shareholder approval, limited perqs and no perq gross-ups .
Investment Implications
- Alignment: Jones’ pay structure is heavily performance-based with material exposure to SPS metrics tied to cumulative adjusted income per share and relative TSR; ownership guidelines (3x salary), retention requirements, and anti-hedging/pledging policies strengthen shareholder alignment and reduce governance risk .
- Retention risk: Double-trigger CoC terms and continued vesting of near-term equity on involuntary separation support retention; estimated CoC payout of $13.5M and involuntary separation of $6.6M indicate strong economic ties to ongoing performance and compliance with covenants .
- Trading signals: Scheduled vesting clusters around March 1 each year (options, RSUs, SPS) and demonstrated 2024 exercises/vests (17,666 options exercised; 11,682 shares vested) may create predictable liquidity windows; retention rules require holding at least 50% of shares from exercises/vests for one year, moderating selling pressure .
- Performance linkage: 2022–2024 SPS payout at 129% and 2024 EIP funding mechanics underscore rigorous targets and formulaic funding, suggesting continued emphasis on earnings quality and strategic growth levers that drive equity value over multi-year horizons .