Matthew Manders
About Matthew G. Manders
Independent director of NeueHealth, Inc. since March 2022; age 63. Career spans 30+ years at Cigna, including President roles across U.S. Markets and Government programs. Trustee of Eisenhower Fellowships with finance and audit committee responsibilities. Ceased board service on October 2, 2025 following the NEA take‑private closing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cigna Corporation | President, Government & Solutions | Jan 2021 – Dec 2021 | Led government and solutions portfolio |
| Cigna Corporation | President, Strategy & Solutions | Nov 2018 – Jan 2021 | Oversaw enterprise strategy and solution design |
| Cigna Corporation | President, Government & Individual Programs & Group Insurance | Feb 2017 – Nov 2017 | Directed government and individual programs plus group insurance |
| Cigna Corporation | President, U.S. Markets | Jun 2014 – Feb 2017 | Led national markets execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eisenhower Fellowships | Trustee | Since 2013 | Chair, Administration & Finance; member, Audit, Compensation, Executive Committees |
| Public company boards | — | — | None disclosed in proxy |
Board Governance
- Independence: Board affirmed all directors except the CEO (G. Mike Mikan) and Chair (Robert J. Sheehy) are independent; Manders qualifies .
- Committee assignments: Not listed as a member of Audit, Compensation and Human Capital, or Nominating & Corporate Governance (chairs/members named do not include Manders) .
- Attendance/engagement: In 2024 the Board met 8 times; Audit 4, Compensation 3, Nominating 0. Each director attended at least 75% of applicable meetings; six directors attended the 2024 annual meeting .
- Board leadership: Chair is Robert J. Sheehy; Lead Director is Manuel Kadre .
Fixed Compensation
| Component | Amount ($) | Timing/Notes |
|---|---|---|
| Annual cash retainer (policy) | 80,000 | Standard non‑employee director retainer |
| Committee cash retainers (policy) | 10,000 member; 25,000 Audit Chair; 20,000 Comp Chair; 15,000 Nominating Chair | Paid pro rata for partial service |
| Manders 2024 fees earned (cash) | 171,000 | Actual cash paid/earned in 2024 |
| Supplemental retainer (2024 structure) | 91,000 | Approved with 10,500 RSUs; paid in cash in April 2025 |
Performance Compensation
| Instrument | Grant date | Shares/Units | Fair value ($) | Vesting | Performance metrics |
|---|---|---|---|---|---|
| Director RSUs (Manders) | May 13, 2024 | 10,500 | 63,735 | 100% on first anniversary | None (time-based only) |
| Director annual equity policy | Annual | — | 175,000 target grant value | Per policy; 2024 adjusted due to share limits | None disclosed for directors |
Note: 2024 director equity was adjusted to a fixed 10,500 RSUs plus a deferred supplemental retainer (cash in Apr 2025) due to limited shares under the 2021 Plan, shifting compensation mix temporarily toward cash .
Other Directorships & Interlocks
- No other public company directorships disclosed for Manders .
- Company‑level interlocks: Registration rights agreement with large stockholders including Cigna subsidiaries; Manders is a former Cigna executive, but no Manders‑specific related‑party transactions disclosed .
Expertise & Qualifications
- Financial and operating expertise in healthcare payor markets; Board cites his “financial expertise” and executive oversight experience in healthcare businesses .
- Governance experience through committee leadership at Eisenhower Fellowships .
Equity Ownership
| Holder | Type | Amount | Detail |
|---|---|---|---|
| Matthew G. Manders | Beneficial ownership | 16,741 shares | Includes 6,241 common and 10,500 RSUs vesting within 60 days of Apr 8, 2025 |
| Director options | Options | 0 for Manders | Director options held by others are listed; none for Manders |
| Ownership guidelines | Policy | 3x annual cash retainer for directors | Compliance status not disclosed |
| Hedging/pledging | Policy | Prohibited; no pledges by directors in 2024 | Pre‑clearance required for any pledging; none occurred in 2024 |
Insider Trades
| Date | Form | Summary |
|---|---|---|
| May 15, 2025 | Form 4 | Statement of changes in beneficial ownership filed for Manders; RSU context: “Each restricted stock unit represents a contingent right to receive one share” |
| Oct 2, 2025 | Form 4 | Reported rollover at NEA merger closing; direct beneficial ownership reduced to 0 shares; contributed common and preferred into NH Holdings 2025 SPV, L.P. for LP units |
Governance Assessment
- Independence and attendance: Independent under NYSE standards; Board‑level attendance threshold met; engagement consistent with governance expectations .
- Committee roles: Not on Audit or Compensation—limits direct influence on pay and financial oversight; however, no negative attendance or participation signals disclosed .
- Ownership alignment: RSU‑based equity aligns with stockholder outcomes; hedging and pledging prohibited and none occurred in 2024; stock ownership guidelines reinforce alignment, though individual compliance isn’t disclosed .
- Compensation mix signal: 2024 temporary shift added a $91,000 supplemental cash retainer due to share limitations—reduces equity weighting for that cycle and may modestly weaken alignment versus a pure equity grant structure; noted as a structural constraint rather than discretionary cash increase .
- Related‑party/conflict review: Company has material NEA ties and a take‑private completed; Manders did not have disclosed personal related‑party transactions. Historical Cigna ties are noted at the company level via registration rights but no Manders‑specific conflicts disclosed .
- RED FLAGS to monitor: Cash‑heavy director compensation in 2024 due to plan share constraints ; concentration of influence from NEA (major holder, credit agreement, and acquirer) at the company level ; board membership changes post‑merger (Manders ceased director service as of Oct 2, 2025) .
Other Directorships & Interlocks
| Category | Entity | Role | Note |
|---|---|---|---|
| Large shareholders | Cigna subsidiaries | — | Party to registration rights with NEUE; no Manders‑specific transactions disclosed |
| Large shareholders | NEA & affiliates | — | >50% beneficial ownership; credit agreement, warrants, and acquirer in NEA merger |
Board Governance – Attendance Detail
| 2024 Meetings | Count |
|---|---|
| Board | 8 |
| Audit Committee | 4 |
| Compensation & Human Capital Committee | 3 |
| Nominating & Corporate Governance Committee | 0 |
| Director attendance threshold | ≥75% met by each director |
Fixed Compensation – Manders 2024 Detail
| Item | Amount ($) | Source |
|---|---|---|
| Fees earned or paid in cash | 171,000 | Director compensation table |
| RSU awards (fair value) | 63,735 | 10,500 RSUs granted 5/13/2024 |
| Total | 234,735 | Table total |
Performance Compensation – RSU Structure
| Grant | Units | Vesting | Notes |
|---|---|---|---|
| 5/13/2024 RSU | 10,500 | 100% on first anniversary | Supplemental retainer of $91,000 payable on first anniversary approved; paid cash in Apr 2025 |
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Apr 8, 2025) | 16,741 shares | Includes 6,241 common and 10,500 RSUs vesting within 60 days |
| Options | 0 | No director options listed for Manders |
| Hedging/pledging | Prohibited; no pledges by directors in 2024 | Insider Trading Policy and 2024 disclosure |
| Director ownership guideline | 3x annual cash retainer | Compliance not disclosed |