Brian Evanko
TRINET GROUPAbout Brian C. Evanko
Independent director at TriNet Group (TNET) since July 2024; Age 48. Evanko is President & CEO of Cigna Healthcare (since Jan 2024), President & COO of The Cigna Group (since Mar 2025), and former CFO of The Cigna Group (Jan 2021–Mar 2025). He holds a B.S. in actuarial science (Penn State) and is an FSA, MAAA, and CFA, bringing deep insurance and finance expertise; he serves on TriNet’s Finance & Audit Committee and is designated an audit committee financial expert. TriNet’s Board classifies him as independent under NYSE rules; in 2024 all directors met at least 75% attendance across Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cigna Group | President & COO | Since Mar 2025 | Executive leadership of enterprise operations. |
| Cigna Healthcare | President & CEO | Since Jan 2024 | Led pricing/risk and operations across U.S. businesses. |
| The Cigna Group | Chief Financial Officer | Jan 2021–Mar 2025 | Corporate finance oversight. |
| Cigna Healthcare | President, U.S. Government business | Nov 2017–Jan 2021 | Led Medicare Advantage, Government Pharmacy, Medicaid, IFP, Supplemental Benefits. |
| Cigna Healthcare | President, U.S. Individual & Voluntary | Prior to 2017 | Implemented ACA strategy and long-term profitable growth in IFP. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Back on My Feet | Nonprofit board member | Since Apr 2020 | Community impact and governance. |
| Connecticut Science Center | Nonprofit board member | Since May 2018 | Science education governance. |
Board Governance
- Committee assignments: Finance & Audit Committee; designated “financial expert.”
- Independence: Board determined all directors except the CEO are independent under NYSE rules.
- Attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings. Non‑management directors held 5 executive sessions chaired by the independent Board Chair.
- Leadership structure: Independent Chair (David Hodgson) serves as lead independent director; Chair sets agendas and presides over meetings.
- Committee activity levels (context): Finance & Audit met 8 times in 2024.
Fixed Compensation
| Component | Policy Amount | 2024 Actual (Evanko) |
|---|---|---|
| Board annual retainer (non‑chair) | $60,000 (increased May 24, 2024) | $35,887 cash fees (partial year from July 2024) |
| Finance & Audit Committee retainer (member) | $15,000 | Included within cash fees total |
| Annual RSU grant (non‑employee director) | $215,000 grant-date value; vests at next annual meeting or 12 months | $188,515 grant-date value (pro‑rated initial grant) |
| Total 2024 director compensation | Max cap $750,000 per year | $224,402 (cash + RSUs) |
Notes:
- Director RSUs vest fully on the earlier of 12 months after grant or the trading date before the next annual meeting; accelerated vesting immediately prior to a change in control.
Performance Compensation
| Metric Type | Applies to Directors? | Details |
|---|---|---|
| Equity performance metrics (PSUs) | No | Non‑employee directors receive time‑vested RSUs; no performance metrics tied to director equity. |
| Vesting & change‑in‑control treatment | Yes | Annual RSU grants vest fully prior to a change in control, subject to continuous service through the day prior. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Evanko. |
| Potential interlock/vendor tie | Cigna (where Evanko is President & COO and former CFO) is a TriNet vendor; TriNet paid Cigna and affiliates $1,006,610 in 2024. Transaction was reviewed and approved under TriNet’s related‑party policy. |
| Related‑party review process | Transactions >$120,000 with related persons are reviewed/approved by the Finance & Audit Committee for arm’s‑length terms. |
Expertise & Qualifications
- Insurance and finance executive (CEO, COO, CFO roles at Cigna), actuary (FSA, MAAA), and CFA charterholder; strong pricing, underwriting, and government program experience.
- Audit committee financial expert designation; deep familiarity with healthcare cost drivers and risk management.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Breakdown |
|---|---|---|---|
| Brian C. Evanko | 1,916 | <1% | 1,916 shares issuable upon settlement of RSUs within 60 days of Mar 28, 2025. |
| Outstanding director RSUs at 12/31/2024 | Evanko held 1,916 unvested RSUs; Board Chair held 3,116; others held 2,000 each. | — | Time‑vested RSUs outstanding. |
Ownership alignment and policies:
- Director stock ownership guideline: 500% of annual cash retainer; directors must meet within five years of becoming subject to the policy or by specified dates after changes; all covered officers and Board members have met or are expected to meet requirements within timelines.
- Hedging and pledging: Prohibited for directors and employees (no short sales, options, hedges, pledges).
- Section 16 compliance: TriNet reports directors/officers complied with Section 16(a) reporting in 2024.
Governance Assessment
- Strengths:
- Independence and financial expertise: Evanko strengthens Finance & Audit oversight with audit committee “financial expert” credentials and actuarial/finance background.
- Attendance and engagement: Board and committee cadence robust; directors met minimum attendance thresholds; regular executive sessions reinforce independent oversight.
- Alignment policies: Strong stock ownership guidelines; strict anti‑hedging/pledging; director pay primarily in equity (RSUs) supporting alignment.
- Potential conflicts and monitoring items:
- Related‑party vendor tie: Cigna vendor relationship ($1,006,610 in 2024) requires ongoing monitoring for perceived conflicts given Evanko’s Cigna roles; current transactions were reviewed/approved under policy by the Finance & Audit Committee.
- Time commitments: Multiple Cigna leadership roles could constrain availability; 2024 attendance thresholds were met across directors, but continued monitoring of engagement is prudent.
- Shareholder sentiment:
- Say‑on‑pay support was ~98% at the 2024 meeting, indicating strong investor backing of compensation governance; while focused on NEOs, it reflects broader confidence in board oversight.
Additional context:
- Non‑employee director compensation policy provides transparent cash retainers and standardized RSU grants with change‑in‑control treatment; maximum annual director compensation capped at $750,000.
- Finance & Audit Committee oversight includes internal controls, audit independence, and complaint procedures; it met eight times in 2024.