Cigna Group
For the period ended Apr 23, 2025. Filed Mar 14, 2025.
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Apr 23, 2025 · Filed Mar 14, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
The Cigna Group
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
900 Cottage Grove RoadBloomfield, Connecticut 06002
March 14, 2025
Dear Fellow Shareholders:
The mission of The Cigna Group®, to improve the health and vitality of those we serve, guided us in navigating a highly dynamic environment in 2024 while we also strengthened our capabilities and grew our business.
More than 230 years ago, our company was created to provide a safety net for individuals and businesses. While our business has changed and grown, our fundamental commitment to serve others has never wavered. We believe that sustainable performance is essential to delivering on our mission. When we talk about performance, we mean delivering value for our customers, patients, and clients. That is why we exist. Creating and delivering value to them, in turn, fuels our growth.
To further ensure we are holding ourselves accountable to deliver on our promises, we have initiated a rigorous series of process changes and improvements. For example, we have taken steps to further strengthen our performance management processes to further align our results with our goals and priorities as an organization.
In addition, starting in 2025, we will tie a portion of our leaders’ compensation to improving the satisfaction of our customers and patients.
Together, these initiatives foster a culture of performance, and are designed to help further align the work of our colleagues throughout the enterprise with the company’s overall mission and goals.
Advancing Our Strategy
We have worked to deliver stronger personalized service and value for our customers and patients as part of our effort to help improve the health care system.
In 2024, this included meaningful steps to create even more value in our growth platforms: Evernorth® Health Services and Cigna Healthcare®. We delivered affordable and innovative solutions for our customers and patients and grew our total customer relationships in 2024 by 11% to approximately 182 million.
2024 Evernorth Health Services Key Highlights
Making Medications More Affordable: Led in specialty drug spend by introducing biosimilars such as a HUMIRA® interchangeable biosimilar, offered at $0 cost to eligible patients. We’re pleased that biosimilar penetration among eligible HUMIRA scripts reached nearly 50% at year-end 2024. We will offer a STELARA® biosimilar, again for $0, beginning in 2025.
Helping Millions Fight Diabesity: Enrolled approximately eight million individuals in EncircleRx, a new solution to help employers manage the costs of GLP-1 medications for weight loss and diabetes. This is in recognition of the rise of drugs such as GLP-1s, for which Americans are paying manufacturer prices that are multiples higher compared with other countries – even with the full pass-through of rebates.
Addressing the Mental Health Crisis: Introduced Evernorth Behavioral Care Group as we recognized the need for quality behavioral health care. This service matches individuals seeking behavioral care with clinicians based on their personal preferences; appointments can be booked directly online and are guaranteed within 72 hours.
2024 Cigna Healthcare Key Highlights
Making Access to Care Easier: In 2024, we enrolled more than 6.5 million customers in Cigna Pathwell Specialty®. This is available to guide patients who use specialty medication from expensive sites of care to more accessible and cost-effective solutions in our network, often in the comfort of their own home.
Providing Better Navigation Support: Our new CareNav+ benefits navigation solution leverages data and insights from Evernorth Health Services to benefit our Cigna Healthcare clients with Express Scripts by Evernorth®. The solution is designed to work across a client’s benefit ecosystem while also supporting customers and patients with personalized guidance for their care.
Bringing More Health Care Solutions Around the World: Expanded our global presence in International Health in the Kingdom of Saudi Arabia given our global expertise in health insurance and value-based healthcare.
We also continued to sharpen our focus on our growth priorities in Cigna Healthcare and Evernorth, resulting in the announced sale of our Medicare businesses to Health Care Service Corporation (HCSC). This divestiture will enable us to capitalize on the value of a leading asset. We are looking forward to serving HCSC through our Express Scripts Pharmacy Benefit Services business.
Striving for Excellence in Performance
Our advancements in our business strategy priorities resulted in year-over-year financial growth in 2024 in a dynamic and challenging environment:
Grew full-year total revenues to $247.1 billion, an increase of 27% year over year.
Achieved shareholders’ net income for 2024 of $3.4 billion, or $12.12 per share, and adjusted income from operations of $7.7 billion, or $27.33 per share reflecting an increase in adjusted earnings per share of 9% year over year.*
Returned $8.6 billion to shareholders through dividends and share repurchases.
Even with our strong performance, our 2024 results were below expectations due to higher-than-anticipated medical costs in our stop loss product within Cigna Healthcare. We are taking corrective actions on this near-term pressure and expect to recapture margins over the next two years.
In 2025, we are confident that we will deliver on our adjusted income from operations outlook of at least $29.50 per share and approximately $10 billion of operating cash flow, and our long-term average annual adjusted earnings per share growth target remains 10-14% growth fueled by differentiated capabilities across our diverse portfolio of business.
Seeking to Do Better
In the current environment, we recognize the need to accelerate change for individuals and make their experience of the health care system better. That is why we recently announced a multi-year set of commitments and several initial specific actions to improve the health of our customers and the value we provide. More information can be found on the inside cover of this report as well as online at TheCignaGroup.com.
To ensure we bring a clinical view to this work, our commitments will be governed by a new Office of Excellence and Transformation and overseen by our Executive Vice President and Chief Health Officer, Dr. David Brailer, a physician with decades of patient experience.
Making a Difference in Our Communities
In 2024 we launched a new multi-year philanthropic and community engagement initiative focused on partnering with nonprofit organizations with expertise in three essential areas: improving youth mental health, improving veteran mental health, with an emphasis on housing stability, and reducing barriers to health equity. As part of this engagement initiative, The Cigna Group Foundation will allocate more than $27 million in grants to nonprofit organizations over the next three years.
Annual Meeting of Shareholders
On behalf of The Cigna Group Board of Directors, we invite you to attend our 2025 Annual Meeting of Shareholders, to be held April 23, 2025. The attached Notice of 2025 Annual Meeting of Shareholders and Proxy Statement contains important information about the business to be conducted.
We look forward to continuing to serve our customers, patients, and clients and delivering attractive value creation and sustained growth in the years ahead. On behalf of our employees around the world and the entire Board of Directors, we thank you for your support and investment in The Cigna Group.
Sincerely,
| /s/ David M. Cordani | /s/ Eric C. Wiseman |
|---|---|
| David M. Cordani | Eric C. Wiseman |
| Chairman and Chief Executive Officer (CEO) | Lead Independent Director |
*Consolidated adjusted income from operations and adjusted income from operations per share are non-GAAP measures. See Annex A to the Proxy Statement for a reconciliation of GAAP to non-GAAP measures, as well as a reconciliation of segment metrics to their comparable consolidated metrics.
Notice of 2025 Annual
Meeting of Shareholders
| Meeting Details · Items of Business | ||||
|---|---|---|---|---|
| Date Wednesday, April 23, 2025 | 1 | Election of eleven director nominees named in this Proxy Statement for one-year terms to expire at the next annual meeting of shareholders. | ||
| 2 | Advisory approval of executive compensation. | |||
| Time 10:00 a.m. Eastern Time | 3 | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025. | ||
| 4 | Shareholder Proposal – Support special shareholder meeting improvement, if properly presented. | |||
| LocationVirtual Meeting | ||||
| + | Consideration of any other business properly brought before the meeting. | |||
The Board of Directors has fixed March 4, 2025, as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. This Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about March 14, 2025.
Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the internet, or, if you received a proxy card or instruction form, by completing, dating, signing, and returning it by mail.By order of the Board of Directors,/s/ Kari Knight StevensKari Knight Stevens Corporate SecretaryMarch 14, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 23, 2025.The Notice of Annual Meeting, Proxy Statement, and Annual Report for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.
Table of Contents
| Proxy Statement Summary | 1 |
|---|---|
| Corporate Governance Matters | 11 |
| Election of Directors (Proposal 1) | 12 |
| Director Expectations and Qualifications | 12 |
| Areas of Expertise of Our Director Nominees | 13 |
| Nomination Process | 13 |
| Process for Director Elections | 14 |
| Tenure, Background and Experience of Our Directors | 15 |
| Other Practices | 16 |
| Board of Directors’ Nominees | 16 |
| Corporate Governance Policies and Practices | 28 |
| Key Governance Practices | 28 |
| Director Independence | 29 |
| Board Leadership Structure | 29 |
| Board Evaluations and Board Effectiveness | 30 |
| Responsibilities of the Board | 32 |
| Board Meetings and Committees | 36 |
| Codes of Ethics | 40 |
| Environmental, Social, and Governance | 40 |
| Human Capital Management | 41 |
| Community Programs | 43 |
| Lobbying Activity and Political Contributions | 44 |
| Certain Transactions | 44 |
| Non-Employee Director Compensation | 45 |
| Overview | 45 |
| Director Compensation Program | 45 |
| Director Compensation Table for 2024 | 47 |
| Director Ownership | 48 |
| Compensation Matters | 50 |
| Advisory Approval of Executive Compensation (Proposal 2) | 51 |
| Compensation Discussion and Analysis | 52 |
| Executive Summary | 53 |
| Processes and Procedures for Determining Executive Compensation | 57 |
| Executive Compensation Policies and Practices | 58 |
|---|---|
| Elements of Compensation | 61 |
| Employment Arrangements and Post-Termination Payments | 74 |
| Compensation Policies and Governance Practices | 77 |
| Report of the People Resources Committee | 80 |
| Executive Compensation Tables | 81 |
| 2024 Summary Compensation Table | 81 |
| Grants of Plan-Based Awards in 2024 | 84 |
| Outstanding Equity Awards at Year-End 2024 | 86 |
| Option Exercises and Stock Vested in 2024 | 89 |
| Pension Benefits for 2024 | 90 |
| Nonqualified Deferred Compensation for 2024 | 92 |
| Potential Payments upon Termination or Change of Control | 93 |
| Audit Matters | 102 |
| Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3) | 102 |
| Report of the Audit Committee | 104 |
| Shareholder Proposals | 105 |
| Shareholder Proposal – Support Special Shareholder Meeting Improvement (Proposal 4) | 106 |
| Ownership of The Cigna Group Common Stock | 110 |
| Stock Held by Directors, Nominees, and Executive Officers | 110 |
| Stock Held by Certain Beneficial Owners | 112 |
| Annual Meeting Information | 113 |
| Annex A – Non-GAAP Financial Information | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.