Noelle Eder
CignaAbout Noelle Eder
Executive Vice President and Global Chief Information Officer (CIO) of The Cigna Group since September 2020; her remit expanded in September 2023 to include the Company’s technology and operations function. Age 55 as of February 27, 2025 . Under enterprise performance in 2024, The Cigna Group delivered adjusted income from operations of $7.7B ($27.33 per share, +9% YoY) on adjusted revenues of $247.1B (+27% YoY) and a three‑year TSR of 8.2% for the 2022–2024 SPS period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Cigna Group | EVP & Global CIO (added Operations oversight Sep-2023) | 2020–present | Led implementation of technology strategy, accelerated digital/AI capabilities, launched innovation hubs (India, Ireland), drove portfolio efficiency and expense management supporting earnings . |
| Hilton Worldwide Holdings | EVP, Chief Information & Digital Officer | 2018–2020 | Senior technology and digital leadership role . |
| Capital One Financial | EVP, Chief Card Customer Experience Officer; EVP, Customer Experience & Operations | 2014–2018 | Senior CX and operations leadership roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board roles disclosed for Eder . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $718,366 | $770,961 | $868,269 (annual rate set at $875,000 in 2024 program) |
Notes: Base salary levels are market benchmarked; Eder’s 2024 base was adjusted to reflect expanded responsibilities leading global technology and operations and to position pay competitively .
Performance Compensation
Annual Incentive – Enterprise Incentive Plan (EIP)
| Item | 2024 Target | 2024 Actual |
|---|---|---|
| EIP Target ($) | $900,000 | — |
| Payout ($) | — | $972,000 (108% of target) |
| EIP Funding (Enterprise) | — | 92% after committee adjustment (calculated 99% minus 7% discretion) |
2024 EIP Performance Mix and Results
| Measure (1-year) | Weight | Target | Actual | Funding Factor |
|---|---|---|---|---|
| Adjusted Income from Operations Growth | 50% | +8.8% YoY | +3.9% YoY | 77% |
| Adjusted Revenue Growth | 20% | +17.8% YoY | +26.5% YoY | 168% |
| Expansion of Addressable Markets | 10% | +28.0% YoY | +25% YoY | 88% |
| Strategic Priorities (SG&A ratio; ESG goals) | 20% | Quantified targets | 90% funding | 90% |
| Calculated Funding | — | — | — | 99% |
| Committee Adjustment | — | — | — | -7% → 92% |
Eder’s 2024 Payout Rationale (highlights): led patient‑centric innovation, accelerated digital and generative AI capabilities, improved availability/resiliency/security, delivered portfolio efficiency and expense management contributing to earnings; launched global innovation hubs (India, Ireland) and deepened talent bench .
Long-Term Incentives (LTI) – 2024 Grants
Program design: 50% Strategic Performance Shares (SPS, 2024–2026), 25% stock options (10-year term; ratable vest over 3 years), 25% restricted stock (ratable vest over 3 years) .
| Component (Grant date: 2/28/2024) | Shares/Units | Exercise/Price | Grant-Date Fair Value |
|---|---|---|---|
| SPS (target) | 5,313 | n/a | $2,118,415 |
| Restricted Stock | 2,657 | n/a | $894,014 |
| Stock Options | 9,677 | $336.475/sh | $893,791 |
| Total 2024 Equity Grant Value | — | — | $3,906,220 (accounting values; differs from LTI “target/award” convention) |
LTI Target vs. Award (program basis): 2024 LTI Target $3,250,000; Actual LTI Grant Value $3,575,000 .
SPS metrics/vesting: 3-year performance (2024–2026), 50% cumulative adjusted income from operations per share (absolute), 50% relative TSR vs S&P 500 Health Care Providers & Services; payout 0–200%; settled in stock after performance period .
Multi‑Year Reported Pay (NEO SCT values)
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards | $2,316,966 | $2,497,811 | $3,012,429 |
| Option Awards | $715,034 | $840,982 | $893,791 |
| Non‑Equity Incentive (EIP) | $840,000 | $1,125,000 | $972,000 |
| All Other Compensation | $34,619 | $36,380 | $41,974 |
| Total | $4,624,985 | $5,271,134 | $5,788,463 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 63,439 shares as of Jan 31, 2025 (less than 1% of class) . With 273,678,464 shares outstanding, Eder’s holdings ≈0.023% (63,439 ÷ 273,678,464) . |
| Options exercisable within 60 days | 38,433 shares . |
| 401(k) stock fund holdings | 180 shares . |
| Unvested Restricted Stock (12/31/2024) | 13,738 shares ($3,793,611 at $276.14) . |
| Unearned SPS at target (12/31/2024) | 11,022 shares ($3,043,615 at $276.14) . |
| Anti‑hedging/Anti‑pledging | Company policy prohibits hedging and pledging for directors, executive officers and employees . |
| Pledging status | “None of the shares reported are pledged as security.” . |
| Ownership Guidelines | Eder requirement: 3× base salary; 5 years to comply; as of 12/31/2024, all NEOs met/exceeded requirements . |
| Share Retention | Must retain ≥50% of net shares acquired from option exercises/RS vesting for ≥1 year; may sell ≤50% of holdings above guideline in any open window . |
| Insider trading controls | Pre‑clearance and open window requirements or Rule 10b5‑1 plans; CEO/GC approvals as specified . |
| 2024 Vesting/Exercises | 6,408 options exercised; 9,232 shares vested from stock awards in 2024 . |
Vesting Calendar (scheduled from 12/31/2024 position)
| Instrument | 2025 | 2026 | 2027 |
|---|---|---|---|
| Options (unexercisable → vest) | 4,708 + 3,225 + 3,225 = 11,158 (see rows below) | 3,517 + 3,226 = 6,743 | 3,226 |
| • Feb-23-2032 grant | 4,708 on 3/1/2025; 3,517 on 3/1/2026 | — | — |
| • Feb-22-2033 grant | 3,516 on 3/1/2025; 3,517 on 3/1/2026 | — | — |
| • Feb-28-2034 grant | 3,225 on 3/1/2025; 3,226 on 3/1/2026; 3,226 on 3/1/2027 | 3,226 | 3,226 |
| Restricted Stock | 8,127 on 3/1/2025; 2,657 on 3/1/2025 | 1,904 + 952 + 886 = 3,742 on 3/1/2026 | 886 on 3/1/2027 |
| SPS (performance settlement) | 2022–2024 paid in Feb/Mar-2025 (8,127 shares realized) | 2023–2025 cycle (amount performance‑dependent) | 2024–2026 cycle (amount performance‑dependent) |
Employment Terms
| Provision | Noelle Eder (Executive Officer, non‑CEO) |
|---|---|
| Severance (without cause) | 78 weeks base salary + 150% of current EIP target; pro‑rated current‑year EIP target; 18 months COBRA subsidy; equity scheduled to vest within 12 months continues (SPS based on actual performance) . |
| Change‑of‑Control (double‑trigger) | 156 weeks base + 3× higher of last annual incentive paid or target; pro‑rated current‑year EIP target; full vesting of options and RS; SPS at 100% of target; COBRA subsidy and 6 months outplacement; no excise tax gross‑up (cut‑back applies) . |
| Clawbacks | Dodd‑Frank compliant policy requiring recoupment of incentive‑based compensation after accounting restatements; additional award‑level clawbacks for restrictive covenant breaches, willful misconduct, and IP cooperation failures . |
| Anti‑hedge/pledge | Hedging and pledging prohibited . |
| 2024 “what‑if” payouts (illustrative) | Involuntary Not for Cause Total: $6,370,413; components: $2,662,500 severance; $900,000 annual incentive; $2,768,155 equity vesting; $39,758 other benefits . Change‑of‑Control Total: $13,503,734; components: $6,000,000 severance; $900,000 annual incentive; $6,563,976 equity vesting; $39,758 other; no cut‑back . |
Compensation Structure Analysis
- Cash vs. equity mix: In 2024, reported pay shows heavy equity orientation (Stock + Option awards $3.91M vs. base $0.87M and EIP $0.97M), consistent with Cigna’s emphasis on at‑risk, performance‑based compensation for NEOs (other NEOs ~86% at risk) .
- Shift from options to RSUs: 2024 mix for NEOs is 50% SPS / 25% options / 25% RS, indicating balanced use of performance shares with time‑based vehicles; no option repricing allowed without shareholder approval .
- Performance metric rigor: No overlap between short‑ and long‑term metrics (EIP uses adjusted income; SPS uses per‑share earnings and relative TSR); minimum thresholds must be met; 2024 EIP funding reduced to 92% via limited discretion, despite revenue outperformance, owing to earnings shortfall vs. target .
- Clawbacks/controls: Robust Dodd‑Frank clawback plus award‑level recoupment; anti‑hedge/pledge; stock ownership and retention requirements; independent consultant (Pay Governance) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~83% (continued strong support) .
- Governance/compensation enhancements influenced by shareholder engagement: formulaic EIP funding approach, limits on discretion, disclosure improvements .
Performance & Track Record (Role‑specific)
- 2024 CIO contributions cited by the People Resources Committee: accelerated digital and generative AI capabilities; improved system availability, resiliency, security, and compliance; portfolio efficiency and expense management contributed to corporate earnings; launched global innovation hubs in India and Ireland; expanded critical tech talent .
- Company performance context (FY2024): Adjusted income from operations $7.7B; adjusted EPS $27.33 (+9%); adjusted revenues $247.1B (+27%); 3‑yr TSR 8.2%; return of capital $8.6B .
- Strategic initiatives: GLP‑1 cost management (EncircleRx), biosimilars, behavioral care, federal services, and care navigation advances during the period .
Risk Indicators & Red Flags (Company‑level context)
- AI/ML regulatory/legal exposure: the company notes current litigation over AI usage in claims evaluation; regulators increasing focus on AI governance (company operates an Enterprise Model Governance with Responsible AI principles) .
- PBM regulatory scrutiny: expanding federal/state oversight of rebates, MAC transparency, network design, and pricing benchmarks may pressure margins and operations .
Compensation Peer Group (Benchmarking)
- 2024 compensation peer group includes UnitedHealth, Elevance, CVS, McKesson, Cardinal Health, Centene, Humana, major retailers/logistics and financials (revenues >$50B to 2.5× Cigna; market cap 0.33–3.0×), unchanged for 2025 .
- TSR peer group aligns to S&P 500 Health Care Providers & Services index for SPS relative TSR measurement .
Investment Implications
- Alignment: Strong pay‑for‑performance architecture (SPS 50% of LTI; EIP metric rigor; clawbacks; ownership/retention; anti‑hedge/pledge) supports long‑term shareholder alignment and mitigates governance risk .
- Retention/turnover risk: Meaningful unvested equity (RS + SPS + options) with staged vesting through 2027, plus severance protections (including double‑trigger CoC at 3× incentive multiple equivalent over base period), reduce near‑term flight risk but increase potential CoC costs .
- Selling pressure: Upcoming vesting tranches (2025–2027) and retention requirements (≥50% net shares for ≥1 year; ≤50% sale above guideline per window) may temper near‑term discretionary selling; no shares are pledged .
- Execution lever: CIO leadership is explicitly tied to digital transformation, AI deployment, and tech resiliency/efficiency—areas cited as contributing to 2024 earnings and central to Cigna’s growth platforms (Evernorth and Cigna Healthcare). Sustained delivery in these areas is a positive indicator for cost discipline and service quality, key drivers of EIP/SPS outcomes .
- Watch items: Continued regulatory scrutiny of PBM practices and AI usage can affect incentive outcomes and equity realization; EIP EPS/adjusted income shortfall vs. target in 2024 shows sensitivity to medical cost volatility, partly outside CIO control .
All data represent disclosures from The Cigna Group’s 2025 DEF 14A and 2024 Form 10‑K as cited. Any calculations shown are derived directly from disclosed values.