Cynthia Langston
About Cynthia M. Langston
Independent director since 2022; age 64. Senior Vice President and Chief Information Officer at Excellus BlueCross BlueShield (CIO since July 2021; previously SVP Chief Analytics & Data Officer 2017–2021; VP Enterprise Project Delivery 2014–2017). Core credentials: enterprise strategy, information technology, cybersecurity, analytics; extensive operational and risk management expertise. Independent under Nasdaq standards; currently serves on Audit, NESG, and chairs the Technology Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Excellus BlueCross BlueShield | SVP & Chief Information Officer | Jul 2021–present | Enterprise IT leadership, cyber and analytics oversight |
| Excellus BlueCross BlueShield | SVP, Chief Analytics & Data Officer | Jul 2017–Jul 2021 | Led analytics strategy and data governance |
| Excellus BlueCross BlueShield | VP, Enterprise Project Delivery Organization | 2014–Jul 2017 | Program delivery and transformation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| YWCA of Rochester & Monroe County | Chair, Board of Directors | — | Non-profit leadership |
Board Governance
- Committee assignments: Technology Committee Chair; member, Audit Committee; member, Nominating, Environmental, Social and Governance (NESG) Committee .
- Committee meeting cadence FY2025: Audit (5); NESG (4); Technology (3) — Langston chairs Technology .
- Independence and engagement: Board determined Langston is independent; all directors met ≥75% attendance across Board and committee meetings; Board held 8 meetings in FY2025 .
- Technology and cyber oversight: Tech Committee recommends IT strategy/investments; receives detailed cybersecurity risk reports from the CIO to support Audit Committee risk oversight .
- Board structure: Declassification approved in 2024 with 99% votes for; directors now elected annually; nomination to serve one-year term in 2025 .
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Fees Earned in Cash | $60,000 |
Board retainer structure (FY2025 changes):
- Board service quarterly: $12,500 in Q1–Q2; $13,750 in Q3–Q4 .
- Committee chair quarterly retainers: Audit ($3,750 in Q1–Q2; $5,000 in Q3–Q4); Compensation ($3,750 Q1–Q4); NESG ($3,750 Q1–Q4); Technology (introduced $3,750 in Q3–Q4) .
Stock ownership objective for non-employee directors: 3.0× annual cash retainer; all directors in compliance at FY2025 year-end .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Sep 11, 2024 | 704 | $85,000 (priced at $120.66 on Sep 10, 2024) | 1 year, time-vesting | Annual director equity program |
| Stock Options (director onboarding policy) | — | 10,000 (policy eligibility) | — | 5-year ratable; 10-year term | Policy for newly-elected directors; Langston has 10,000 outstanding options |
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|---|
| — | — | — | — | No public company directorships disclosed for Langston |
Expertise & Qualifications
- Enterprise IT, cybersecurity, analytics; operational and risk management experience across major industries and globally .
- Senior leadership and management depth; supports technology strategy and risk oversight as Technology Committee Chair .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 7,837 | <1% of outstanding shares |
| Exercisable stock options | 6,000 | Presently exercisable |
| Unexercisable stock options | 4,000 | Part of 10,000 outstanding options |
| Unvested RSUs | 704 | Director annual grant |
| Ownership guideline status | In compliance | Directors must hold 3× annual cash retainer |
| Hedging/Pledging | Hedging prohibited | Anti-hedging policy for directors; no pledging disclosed |
Insider Filing Compliance & Trades
| Period | Section 16(a) Filing Status | Notes |
|---|---|---|
| FY2025 | Timely compliance | Company reported late filings for other insiders; none attributed to Langston |
Governance Assessment
- Board effectiveness: Technology Committee chaired by a sitting CIO strengthens cyber/IT governance; committee structure and meeting cadence indicate active oversight (Audit 5; NESG 4; Tech 3) .
- Independence and attendance: Independent status and ≥75% meeting attendance across directors support engagement and objectivity .
- Alignment and incentives: Balanced director pay mix (cash $60,000; equity RSUs $85,000) and ownership guidelines (3× cash retainer, in compliance) indicate alignment without excessive risk-taking .
- Conflicts/related party: No related-person transactions reported in FY2025; no disclosed conflicts involving Langston .
- Shareholder signals: Board declassification with strong shareholder support (99% in 2024) and annual elections enhance accountability; 2024 say-on-pay approval at 97% reflects favorable compensation governance climate, though it pertains to NEO pay rather than directors .
RED FLAGS: None disclosed specific to Langston. No pledging, no related-party transactions, no late Section 16 filings reported for her in FY2025 .