DEF 14A 1 s002722x1_def14a.htm DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
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Cigna Corporation
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March 15, 2019

900 Cottage Grove Road
Bloomfield, Connecticut 06002

Dear Cigna Shareholder:

On behalf of the Cigna Corporation Board of Directors, our Enterprise Leadership Team and our colleagues worldwide, we invite you to attend our 2019 Annual Meeting of Shareholders to be held April 24, 2019. The attached Notice of 2019 Annual Meeting of Shareholders and Proxy Statement contains important information about the business to be conducted at the Annual Meeting.

By any measure, 2018 was a pivotal year for Cigna during which we accelerated our strategy to improve the health, well-being and peace of mind of those we serve. Our combination with Express Scripts added 26,000 talented colleagues who are just as passionate and committed to transforming healthcare as we are. Our colleagues around the globe remained focused on delivering value at every turn for those we are so proud to serve.

For the sixth consecutive year, Cigna delivered industry-leading medical cost trend of 3.6%. Express Scripts delivered its lowest commercial drug trend — 0.4% — in its 25 years of measuring that figure. By bringing together two companies that are leaders in driving affordable solutions, we now have greater opportunities to provide better care, greater choice, and lower costs for our customers and clients.

The innovation we bring to the marketplace is highly valued and in demand. In an environment where health care can be an episodic, disconnected, and complex experience for people, we deliver something better: a holistic, connected, simpler approach to whole person health. We now serve more than 160 million customer relationships, and with more than a billion touchpoints each year, we have our greatest opportunity to help people get well and stay well for the long-term.

Affordability and choice are two important guideposts for us as we enter 2019, and both are foundational components of our Go strategy, which we adopted in 2009, and evolved in 2017 to Go Deeper, Go Local and Go Beyond. By leveraging technology and data-driven insights, coupled with our unique ability to care for people, and being the partner of choice across the healthcare ecosystem, Cigna is best positioned to deliver more affordability and greater choice for those we serve.

This past year marked yet another year of strong, differentiated results, while generating considerable momentum for 2019 and the years ahead. This strong performance reflects the efforts of an exceptionally talented Cigna team — individuals who are proud to serve as champions for our customers and communities around the world.

We steadfastly believe that our communities play an essential role in health and wellness needs. To that end, this year we have embarked on a five-year initiative to address food insecurity and eradicate hunger that affects the lives of so many of our young people around the world. A hungry child may not be able to play, learn, or interact in the way they want. We will answer the call to do more to solve this problem. Healthier Kids for Our Future is our commitment to help children get on and stay on a path to realize their full potential.

We can do more for our communities because we do more for our customers. As we grow, we create more opportunities to deliver on our unwavering mission to improve the health, well-being and peace of mind of those we are privileged to serve.

Our ability to create and deliver value is clearly reflected in our financial performance and our attractive top and bottom line growth. As we enter 2019, Cigna’s strong capital position and flexibility further enable our organization to drive attractive earnings and customer growth over the long-term.

In addition to adding talented people throughout our organization, we also added five new members to our Board of Directors, four of whom joined upon the combination with Express Scripts. Each of these individuals brings diverse experiences and skills that further complement our Board. We remain committed to strong corporate governance as a framework for financial integrity, shareholder transparency and competitively attractive performance.

Your vote is very important. Whether or not you plan to attend our Annual Meeting, we hope that you will cast your vote as soon as possible.

As always, thank you for your continued support of Cigna.

Sincerely,

/s/ David M. Cordani
David M. Cordani
   
President and Chief Executive Officer
/s/ Isaiah Harris, Jr.
Isaiah Harris, Jr.
   
Chairman of the Board

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NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS          
   
   

   


   

DATE AND TIME:
Wednesday, April 24, 2019 at 8:00 a.m.
   
 
PLACE:
Windsor Marriott Hotel, Ballroom IV
28 Day Hill Road
Windsor, Connecticut 06095
   
 
ITEMS OF BUSINESS:
Proposal 1: Election of thirteen director nominees named in this Proxy Statement for one-year terms to expire at the next annual meeting of shareholders.
   
 
 
Proposal 2: Advisory approval of executive compensation.
   
 
 
Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019.
   
 
 
Proposal 4: Shareholder Proposal — Increase shareholder rights to include action by written consent, if properly presented.
   
 
 
Proposal 5: Shareholder Proposal — Cyber risk report, if properly presented.
   
 
 
Proposal 6: Shareholder Proposal — Gender pay gap report, if properly presented.
   
 
 
Consideration of any other business properly brought before the meeting.
   
 
RECORD DATE:
You may vote on the matters presented at the Annual Meeting if you were a shareholder of record at the close of business on February 25, 2019.
   
 
PROXY VOTING:
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.
   
 
March 15, 2019
By order of the Board of Directors,
   
/s/ Julia Brncic
Julia Brncic
Corporate Secretary

   

   
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Shareholders To Be Held on April 24, 2019
   
The Notice of Annual Meeting, Proxy Statement and Annual Report for
the fiscal year ended December 31, 2018 are available at www.envisionreports.com/ci.
   

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PROXY STATEMENT SUMMARY

   

   
   
We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and 2018 Annual Report before you vote.
   
Mission and Strategy
   
Cigna’s mission is dedicated to improving the health, well-being and peace of mind of those we serve around the globe. Our strategic focus in support of our mission is to Go Deeper, Go Local and Go Beyond in order to expand avenues for growth and performance. Creating value for our customers, clients, partners, communities and, in turn, our shareholders, is a direct result of the continued, effective execution of this proven strategy.
   
Our Mission
   
To improve the health, well-being and peace of mind of those we serve
 
   
   
 
   
Our Strategy
   
 
Go Deeper:
To expand and deepen our customer, client and partner relationships; depth in targeted sub-segments and geographies
 
   
 
Go Local:
To ensure our solution suite and services meet customer, client and partner needs at a local market level
 
   
 
Go Beyond:
To innovate and further differentiate our businesses, the experiences we deliver, and overall social impact
 
 
   
   
 
   
How We Win

   


   
For the past decade, we have been a leader in creating value-based, collaborative partnerships, with nearly 600 value-based care arrangements in place around the country. During this time, we have progressed steadily beyond the financing of sick care and strive to provide services and solutions designed to help people live well and be better equipped to prevent and manage health challenges.
   
In 2018, we accelerated the execution of our strategy through the combination with Express Scripts Holding Company (Express Scripts). We now have even more opportunities to accelerate the pace of change, and to help deliver on the critical priority of building a more sustainable model for health care. Together, as we enhance delivery of whole person health, we will address the need for greater affordability, choice and predictability by leveraging a significantly stronger medical and pharmacy cost position, as well as coupling more actionable insights and analytics with enhanced clinical and care coordination capabilities.
   
Our Values
   

Cigna and Express Scripts share a commitment to supporting local communities and improving societal health. In furtherance of this commitment, we announced a $200 million investment in our foundation and our communities. In January 2019, we launched Healthier Kids for Our Future, a $25 million five-year global initiative to improve the health and well-being of children. Cigna's 74,000 global employees will work together to put children on a healthier path, starting with reducing childhood hunger and improving nutrition in local communities.
   
Cigna 2019 Notice of Annual Meeting of Shareholders and Proxy Statement         1

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PROXY STATEMENT SUMMARY

   

   
Business Performance
   
2018 was an exceptional year for Cigna, including the successful completion of the combination with Express Scripts. Milestones achieved on the course of closing the transaction included regulatory approval from the Department of Justice and the required states, approval of Cigna’s and Express Scripts’ shareholders and execution of complex debt financing. Through all of this, both companies demonstrated strong collaboration on integration planning activities — focused on improving affordability for our customers and clients, expanding choice in the marketplace and improving predictability. In addition to closing the transaction, Cigna delivered exceptionally strong results in 2018, some of which are highlighted below:

The strong revenue and earnings growth of 2018 continues Cigna's track record of strong performance, highlighted by:

Effective in the fourth quarter of 2018, we changed our segments to reflect the management and business reporting structure of the combined company following closing. Our segments now include:

   

   
 
 
Integrated Medical includes Cigna’s Commercial and Government businesses that provide comprehensive medical solutions to clients and customers.
   
 
 
Health Services includes a broad range of pharmacy services, including benefits management, specialty pharmacy services, clinical solutions, home delivery, and certain medical management services.
   
 
 
International Markets includes supplemental health, life and accident insurance products and health care coverage in our international markets as well as health care benefits to globally mobile employees of multinational organizations.
   
 
 
Group Disability and Other includes Cigna’s Group Disability and Life business which offers group long-term and short-term disability, and group life, accident and specialty insurance products and services. Additionally, this segment includes Corporate Owned Life Insurance and the Company’s run-off operations.

   

   
   
 
*
We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2018 for more complete financial information. Consolidated adjusted income from operations and consolidated adjusted revenue are not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP measures, shareholders’ net income and total revenues, respectively. Shareholders’ net income was $2.6 billion and total revenues were $49 billion for the year ended December 31, 2018. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A.

2         Cigna 2019 Notice of Annual Meeting of Shareholders and Proxy Statement
   

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PROXY STATEMENT SUMMARY

   

   
Board of Directors
Our director nominees exhibit an effective mix of skills and experience which support Cigna’s strategy of Go Deeper, Go Local and Go Beyond. In 2018, the Board added five new members, four of whom were directors of Express Scripts prior to the merger.

   

 
CURRENT
DIRECTORS
AGE
INDEPENDENT
DIRECTOR
SINCE
OCCUPATION
COMMITTEE
MEMBERSHIPS
 
 
David M. Cordani
53
2009
President and Chief Executive Officer of Cigna
   
Executive
   
 
   
 
 
 
 
 
 
 
 
William J. DeLaney
63
2018*
Former Chief Executive Officer of Sysco Corporation
Audit
Corporate Governance
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
Eric J. Foss
60
2011
Chairman, President and Chief Executive Officer of Aramark Corporation
Compliance
Corporate Governance
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
Elder Granger, MD, MG, USA
65
2018*
President and Chief Executive Officer of The 5Ps, LLC
Compliance
Corporate Governance
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
Isaiah Harris, Jr.
66
2005
Former President and Chief Executive Officer of AT&T Advertising & Publishing – East
Chairman of the Board Executive (Chair)
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
Roman Martinez IV
71
2005
Private Investor
Audit (Chair)
Executive
Finance
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
Kathleen M. Mazzarella
58
2018*
Chairman, President and Chief Executive Officer of Graybar Electric Company, Inc.
Finance
People Resources
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
Mark B. McClellan, MD, PhD
55
2018
Director, Duke-Robert J. Margolis, MD, Center for Health Policy
Audit
Corporate Governance
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
John M. Partridge
69
2009
Former President of Visa, Inc.
Finance (Chair)
Audit
Executive
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
William L. Roper, MD, MPH
70
2018*
Interim President of The University of North Carolina System
Compliance (Chair)
Executive
Finance
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
Eric C. Wiseman
63
2007
Former Executive Chairman, President and Chief Executive Officer of VF Corporation
Finance
People Resources
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
Donna F. Zarcone
61
2005
President and Chief Executive Officer of The Economic Club of Chicago
Corporate Governance (Chair)
Compliance
Executive
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
William D. Zollars
71
2005
Former Chairman, President and Chief Executive Officer of YRC Worldwide, Inc.
People Resources (Chair)
Executive
Corporate Governance
 
   
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
*
Previously a director of Express Scripts
   
   
Cigna 2019 Notice of Annual Meeting of Shareholders and Proxy Statement         3

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PROXY STATEMENT SUMMARY

   

   
Corporate Governance
   
Cigna is committed to ensuring strong corporate governance practices on behalf of our shareholders. We believe that strong corporate governance provides the foundation for financial integrity and shareholder confidence. Cigna's Board of Directors, the Office of the Corporate Secretary and the Investor Relations team engage with shareholders on issues related to corporate governance, executive compensation, social responsibility and other areas of focus for shareholders.
   
Corporate Governance Highlights
   
Throughout 2018, we continued to focus on enhancing our corporate governance practices. Our 2018 corporate governance highlights include:
   
Board Composition. The Board added five new directors in 2018, four of whom were directors of Express Scripts prior to the merger. Three of the new directors have strong backgrounds in health services and delivery systems, as well as experience in regulated industries and public policy. Certain of our new directors have experience in finance, marketing and consumer insights, and as business leaders. These new directors enhance the Board’s ethnic and gender diversity, as well as the diversity of backgrounds, skills and experiences on the Board which together support Cigna’s mission and strategy.
   
 
Creation of Compliance Committee. The Board evaluated its structure, particularly its committee structure, in light of the Express Scripts merger. Following this review, the Board approved the creation of a Compliance Committee. The Compliance Committee oversees the Company’s key compliance and ethics programs, including compliance with the laws and regulations that apply to business operations, such as data privacy and U.S. federal and state health care program requirements.
   
 
Corporate Governance Guidelines. In July 2018, the Board approved amendments to its Corporate Governance Guidelines to require the Corporate Governance Committee, and any search firm it engages, to include women and minority candidates in the pool from which the Committee selects director candidates.

   

   
 
 
 
 
KEY GOVERNANCE PRACTICES
 
   
 
 
 
 
•   Independent board of directors with diversity in
     composition, skills and experience
   
•   Independent Chairman of the Board
   
•   Regular executive sessions of the Board and its
     committees, without management present
   
•   Directors elected by majority voting
   
•   Annual election of all directors
   
•   Proxy access right for shareholders
   
•   Separate Code of Business Conduct and Ethics for
     the Board
   
•   Independent Audit, Compliance, Corporate
     Governance, Finance and People Resources
     Committees
•   Annual self-evaluations of the Board, its committees
     and individual directors, including periodic
     independent third party assessments
   
•   Majority of director compensation delivered in
     Cigna common stock
   
•   Meaningful stock ownership guidelines for directors   
   
•   No supermajority vote provisions in our Certificate of
     Incorporation or By-Laws
   
•   No shareholder rights plan, or poison pill   
   
•   Any pool from which the Corporate Governance
     Committee selects director candidates must include
     women and minority candidates
 
   
 
 
 
   
4         Cigna 2019 Notice of Annual Meeting of Shareholders and Proxy Statement
   

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PROXY STATEMENT SUMMARY

   

   
Executive Compensation
   
Cigna’s executive compensation program is based on the philosophy that executive pay should strongly align with the interests of our shareholders, directly link to Company and individual performance and attract and retain executive talent. We believe that tying executive compensation to the achievement of our enterprise goals will result in the creation of meaningful and sustained long-term value for our shareholders. Each of the measures in our performance-based plans are designed to align with, and support, our business strategy. We focus on driving enterprise profitability and growth to support investment in innovation, customer retention and shareholder return.
   
In 2018, our shareholders cast advisory votes in favor of our executive compensation program, with approximately 93% of votes cast in favor.
   

   

 
What We Do
 
   
 
 
 
 
✔   Strong alignment between pay and performance.
✔   “Double trigger” requirement for change of control benefits.
✔   Regular review of executive compensation governance
      market practices, particularly when considering the
      adoption of new practices or changes to existing programs
      or policies.
✔   Robust stock ownership guidelines and shareholding
      requirements for equity awards to align executives’ interests
      with shareholders.
✔   A disgorgement of awards (clawback) policy beyond the
      mandates of Sarbanes-Oxley.
✔   Management of the Cigna Long-Term Incentive Plan annual
      share usage (or burn rate) and total dilution by setting an
      annual share usage limit, which is below the maximum
      permitted under the plan.
✔   Oversight of people development policies and processes,
      including consideration of assessments of executive officers
      and key senior management.
✔   CEO and executive officer succession plans overseen by the
      Board of Directors, with assistance from the People
      Resources Committee.
✔   An annual assessment by the People Resources
      Committee of any potential risks and associated internal
      controls in our incentive compensation programs and
      policies.
✔   Minimum acceptable level of financial performance
      required in order for any payments to be made under the
      annual incentive plan.
✔   Approximately 90% of our CEO’s target total direct
      compensation is performance-based.
 
 
What We Don’t Do
 
 
   No excessive perquisites.
 
 
   No hedging of Cigna stock by any directors, executive
      officers or employees, and no pledging of Cigna stock
      by directors or Section 16 officers unless approved
      in limited circumstances.
 
 
   No discounting, reloading or repricing of stock options
      without shareholder approval.
 
 
   No payment of dividends on unvested shares.
 
 
 
 
 
   
Emphasis on Performance Based Compensation
   
The pay mix for the Chief Executive Officer and the other named executive officers (NEOs) during 2018 reflects our executive compensation philosophy that emphasizes performance-based compensation over fixed compensation. As illustrated in the charts below, performance-based compensation represented approximately 92% of Mr. Cordani’s total direct compensation for 2018, including 67% in long-term incentives and 25% in annual incentives. On average, performance-based compensation represented 83% of total direct compensation for the other NEOs that served as executive officers at the end of 2018 (not including Mr. Wentworth who became an executive officer at the closing of the merger), including an average of 49% in long-term incentives and 34% in annual incentives.
   

*
For purposes of this chart, Mr. Wentworth is not included due to the timing of his appointment as an executive officer, and Mr. Hocevar and Dr. Muney are not included because they did not serve as executive officers at the end of 2018.
   
Cigna 2019 Notice of Annual Meeting of Shareholders and Proxy Statement         5

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PROXY STATEMENT SUMMARY

   

   
Voting Matters and Board Recommendations
   

   

 
MANAGEMENT PROPOSALS
MORE
INFORMATION
 
 
For the reasons set forth below and as further detailed throughout this Proxy Statement, the Board of Directors unanimously
recommends that you vote FOR each of the management proposals.
 
 
   
Proposal 1. Election of Directors.
   
The Board and the Corporate Governance Committee believe that the thirteen director nominees named in this Proxy Statement bring a combination of diverse qualifications, skills and experiences that contribute to a well-rounded Board. As determined by the Board and Corporate Governance Committee, each director nominee has proven leadership ability, good judgment and is a valued participant on the Board.
Page 7
 
 
   
Proposal 2. Advisory Approval of Executive Compensation.
   
The Board believes that Cigna’s executive compensation program design effectively aligns the interests of our executive officers with those of our shareholders by tying a significant portion of their compensation to Cigna’s performance and rewarding our executive officers for the creation of long-term value for Cigna’s shareholders. Because your vote is advisory, it will not be binding upon the Board. However, the Board and People Resources Committee value your opinion and will review and consider the voting results when making future executive compensation decisions.
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Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2019.
   
The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as Cigna’s independent registered public accounting firm for 2019. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. As a matter of good corporate governance, the Board is seeking shareholder ratification of the appointment.
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SHAREHOLDER PROPOSALS
MORE
INFORMATION
 
 
For the reasons set forth below and as further detailed throughout this Proxy Statement, the Board of Directors unanimously
recommends that you vote AGAINST each of the shareholder proposals.
 
 
   
Proposal 4. Increase Shareholder Rights to Include Action by Written Consent.
   
The Board believes that the implementation of this proposal is not in the best interests of shareholders or the Company and is unnecessary, given the Company’s strong corporate governance practices and policies, including the ability of shareholders to act through proxy access. Unlike written consents, taking action at shareholder meetings allows for accurate and complete information about the proposed shareholder action to be widely distributed, ensuring an opportunity for well-informed discussion and consideration of the merits of the proposed action. This proposal would circumvent the protections, procedural safeguards and advantages provided to all shareholders by shareholder meetings.
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Proposal 5. Cyber Risk Report.
   
The Company provides comprehensive disclosure related to cyber security risks and data protection, consistent with the SEC’s rules and guidance in its Annual Report on Form 10-K. We describe the Board’s oversight of risk, including cyber security risk, in this Proxy Statement. In addition, the Company provides detailed supplemental information about our information protection policies, practices and procedures related to information protection and cyber security in our annual Corporate Responsibility Report. If a material cyber event were to occur, we would provide disclosure of the event consistent with the SEC’s guidance. Therefore, the Board does not believe that providing a separate cyber security report is necessary.
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Proposal 6. Gender Pay Gap Report.
   
Cigna is committed to pay equity and recognizes that our continued success depends on the collective strengths of our employees and we are dedicated to attracting, retaining and rewarding the performance of our diverse workforce to best meet the needs of our customers. The recruiting, training and compensation programs at Cigna are designed to prevent gender pay differences and reduce the risks identified in the proposal. Cigna performs regular pay equity data analysis to proactively review and address pay disparities not explained by objective factors. The Board believes that adoption of the proposal is unnecessary as it would not enhance Cigna's already established commitment to pay equity and diversity and inclusion.
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2019 Annual Meeting of Shareholders
Wednesday, April 24, 2019
8:00 a.m.
Windsor Marriott Hotel, Ballroom IV
28 Day Hill Road
Windsor, Connecticut 06095

6         Cigna 2019 Notice of Annual Meeting of Shareholders and Proxy Statement
   

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CORPORATE GOVERNANCE MATTERS      
   
   

   

Election of Directors (Proposal 1)

 

   

The Board of Directors is elected annually by Cigna’s shareholders. At this Annual Meeting, the Board is nominating the thirteen directors named in this Proxy Statement for one-year terms to expire at the next annual meeting of shareholders. The role of the Board, its leadership structure and governance practices are described in “Corporate Governance Policies and Practices.” This section identifies the director expectations and qualifications considered by the Board and the Corporate Governance Committee in selecting and nominating directors, describes the process for director nominations and elections, discusses our board composition and succession plans, details our commitment to diversity and presents the biographies, skills and qualifications of the director nominees.

Director Expectations and Qualifications

The Corporate Governance Committee, in consultation with the Board, has identified individual director expectations and qualifications, characteristics, skills and experience that it believes every member of the Board should have. In addition, the Corporate Governance Committee has identified areas of expertise that it believes support Cigna’s business strategy in the short- and long-term, enable the Board to exercise its oversight function and contribute to a well-rounded Board. These expectations and qualifications, as well as the identified areas of expertise, are considered and reviewed as part of the Board’s annual evaluation and as part of each individual director’s evaluation. In developing these areas of expertise, the Board also considered best practices among other large companies. The Board regularly reviews these identified areas of expertise to ensure they support the evolution of the Company’s strategy and the Board’s needs. The Corporate Governance Committee and the Board take into consideration these criteria and the mix of skills and experience as part of the director recruitment, selection, evaluation and nomination process.

   
Expectations of Every Director
   
 
•   Understand Cigna’s businesses and the importance
     of the creation of shareholder value
   
•   Participate in an active, constructive and objective
     way at Board and committee meetings
   
•   Review and understand advance briefing materials
   
•   Contribute effectively to the Board’s evaluation of
     executive talent, compensation and succession
     planning
•   Contribute effectively to the Board’s assessment of
     strategy and risk
   
•   Share expertise, experience, knowledge and insights
     on matters before the Board
   
•   Advance Cigna’s business objectives and reputation
   
•   Demonstrate an ongoing commitment to consult
     and engage with the CEO and senior management
     outside of Board and committee meetings on
     matters impacting Cigna
   
 

   

   
Qualifications, Characteristics, Skills and Experience of Every Director
   
 
   
 
•   Good judgment and strong commitment to ethics
     and integrity
   
•   Ability to analyze complex business and public
     policy issues and provide relevant input concerning
     the Company’s business strategy
   
•   Free from conflicts of interest
•   Ability to assess different risks and their impact on
     shareholder value
   
•   Contribution to the Board’s overall diversity of
     thought
   
•   High degree of achievement in their respective
     fields
   
 

Cigna 2019 Notice of Annual Meeting of Shareholders and Proxy Statement         7

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CORPORATE GOVERNANCE MATTERS      
   
   

   

   
AREAS OF EXPERTISE REFLECTED ON Cigna’S
BOARD OF DIRECTORS
Business Leader
   
Directors who have served as a chief executive officer, a CEO-equivalent or a business unit leader of a large company bring a practical understanding of large organizations, processes, strategy and risk management.
   
Finance
   
An understanding of finance, capital markets and financial reporting processes is necessary for a well-rounded Board because of the importance we place on accurate financial reporting and robust financial controls and compliance. In addition, Cigna’s business involves complex financial transactions.
   
Health Services and Delivery Systems
   
As we work to create a sustainable health care ecosystem, the Board values directors with experience on issues related to improving access to care and reducing health costs to patients through the provision of care management and the use of innovative delivery system solutions.
   
Information Technology
   
Effective information systems and the integrity and timeliness of the data we use to serve our customers and health care professionals are integral to the operation of our business. For this reason, the Board benefits from directors with leadership experience related to the development, installation, implementation, security or maintenance of computer systems, applications and digital informatics.
   
International/Global
   
The Board values directors with leadership experience overseeing non-U.S. operations and working in diverse cultures around the globe.
   
Marketing and Consumer Insights
   
Our customer-focused strategy benefits from inclusion of directors with leadership experience in marketing, advertising and consumer insight functions. These directors also have experience with product development and brand building, particularly as it focuses on end-user consumers.
   
Regulated Industry/Public Policy
   
Our business is highly regulated at the federal, state, local and international levels. For this reason, the Board benefits from directors with experience in regulated industries and public policy to help us identify, assess and respond to new trends in the legislative and regulatory environment.

PROCESS FOR SELECTING AND NOMINATING DIRECTORS

The Corporate Governance Committee assesses the Board’s composition as part of the annual self-evaluation of the Board (described in “Corporate Governance Policies and Practices — Board Evaluations and Board Effectiveness”). On an ongoing basis, the Corporate Governance Committee engages in Board succession planning, taking into account input from Board discussions and from the Board and committee evaluation process.

When considering whether to nominate current directors for re-election, the Corporate Governance Committee and the Board review the individual director’s performance against the expectations for Board membership, as well as how the director’s skills and experiences support the Company’s strategy and the Board’s needs. When identifying new candidates for the Board, the Corporate Governance Committee focuses on identifying candidates that possess skills and qualifications that will support the Company’s short- and long-term strategy and the ongoing significant complexity and uncertainty within the health service industry. Once a potential candidate has been identified, the Corporate Governance Committee reviews the background of the new director candidate and presents him or her to the Board for consideration. The Board considers how the director candidate’s background would complement the Board’s composition. In addition, the Corporate Governance Committee and the Board consider how each candidate’s background, experiences, skills and/or prior board and committee service would contribute to the diversity of the Board. For additional information about the Board’s commitment to diversity, see “ — Commitment to Board Diversity.” Candidates interview with the Chief Executive Officer, the Chair of the Corporate Governance Committee and the Chairman of the Board, as well as other members of the Board, as appropriate.

From time to time, the Corporate Governance Committee retains a third-party search firm to assist in identifying and evaluating candidates for Board membership. In 2018, Russell Reynolds Associates, Inc., which had been engaged by the

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Board to provide advisory services related to Board succession planning and to assist with the recruitment of director candidates, assisted in the recruitment of Dr. Mark McClellan. Mr. DeLaney, General Granger, Ms. Mazzarella and Dr. Roper previously served as directors of Express Scripts and were selected in accordance with the terms of the merger agreement. The Corporate Governance Committee also considers suggestions for Board nominees submitted by shareholders, who are evaluated using the same criteria as new director candidates and current director nominees. Shareholders that want to nominate directors for inclusion in our proxy statement or directly at an annual meeting in accordance with our By-Laws should follow the instructions described in “Annual Meeting Information.”

PROCESS FOR DIRECTOR ELECTIONS

Directors are elected for one-year terms, expiring at the next annual meeting of shareholders. Cigna has adopted a majority voting standard for the election of directors in uncontested elections. Under this standard, each director must receive a majority of the votes cast for him or her. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee for the director to be elected. Each director has agreed to tender, and not withdraw, his or her resignation if he or she does not receive a majority of the votes cast at the Annual Meeting. The Corporate Governance Committee will make a recommendation to the Board on whether to accept the resignation. The Board has discretion to accept or reject the resignation. A director whose resignation is under consideration will not participate in the decisions of the Corporate Governance Committee or the Board concerning his or her resignation. In a contested election, where the number of director nominees exceeds the number of directors to be elected, the voting standard is a plurality of votes cast.

2018 Board Composition Developments

When evaluating the Board’s composition, the Committee’s objective is to balance the knowledge that results from long-term service on the Board with the new skills and experience that results from adding new directors to the Board, at a pace that allows the Board to maintain its high-performing and effective culture. The Board added five new directors in 2018 — Mr. William DeLaney, General Elder Granger, Ms. Kathleen Mazzarella, Dr. Mark McClellan and Dr. William Roper. Each of these directors brings significant leadership experience and a diversity of backgrounds, skills and experiences to the Board. The Board selected these particular directors in part due to their expertise in health services and delivery systems, as well as strength in regulated industries and public policy. Certain of our new directors have experience in finance, marketing and consumer insights, and as business leaders. In addition, Mr. DeLaney, General Granger, Ms. Mazzarella and Dr. Roper previously served as directors of Express Scripts and will provide invaluable insights to the Board’s oversight of the combined company’s strategy.

The Board expects to continue its succession planning in 2019 and will evaluate the current Board composition in light of the Company’s strategy and risk profile. In planning for board refreshment, the Corporate Governance Committee also considers upcoming planned retirements and the ongoing significant complexity and uncertainty within the health service industry.

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Commitment to BOARD Diversity

The Board remains committed to diversity. The Board believes that diversity is important because diverse points of view contribute to a more effective, engaged Board of Directors and a thoughtful decision-making process. The Corporate Governance Committee works to ensure that the Board is composed of individuals with expertise in fields relevant to Cigna’s business, experience from different professions and industries, a diversity of age, ethnicity, gender and global experience and a range of tenures. This approach has proven beneficial given the complexities of, and the significant change and uncertainty in, the health service industry over the past several years. In July 2018, the Board amended its Corporate Governance Guidelines to require the Corporate Governance Committee, and any search firm it engages, to include women and minority candidates in the pool from which the Committee selects director candidates. The Board believes that a range of tenure allows both new perspective and continuity. In 2018, the Board further enhanced its diversity, by adding five new directors that increase the Board’s gender and ethnic diversity, represent a wide range of ages and have a variety of backgrounds and experiences, including experience in corporate, academic, government, public policy and military environments.


The above tables show the diversity of our twelve independent board members.

Other Practices

In addition to working to ensure that the Board is composed of diverse and qualified individuals, the Board has adopted the following governance policies and practices that contribute to a well-functioning Board.

Limits on Public Company
Directorships
To ensure each director is able to devote sufficient time and attention to his or her responsibilities as a board member, the Board has established the following limits on outside directorships:
Each director who also is a chief executive officer of a public company may not serve on more than one other public company board in addition to Cigna’s Board and the board of his or her employer (for a total of three public company directorships); and
Each director who is not a chief executive officer of a public company may serve on no more than four boards of other public companies (for a total of five such directorships).
All of our directors are in compliance with these limits on outside directorships.
Change in Director’s Principal
Position
If a director changes his or her principal employment position, that director is required to tender his or her resignation from the Board to the Corporate Governance Committee. The Committee will then recommend to the Board whether to accept or decline the resignation.
Retirement Age
Our Corporate Governance Guidelines provide that directors are expected to retire by the annual meeting of shareholders coinciding with or following his or her 72nd birthday.
Continuing Education for Directors
The Board is regularly updated on Cigna’s businesses, strategies, customers, operations and employee matters, as well as external trends and issues that affect the Company. Directors also are encouraged to attend continuing education courses relevant to their service on Cigna’s Board at Cigna’s expense. Cigna regularly makes the Board aware of continuing education opportunities that may be of interest. The Corporate Governance Committee oversees the continuing education practices and the Company is kept apprised of director participation.
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BOARD OF DIRECTORS’ NOMINEES

Upon the recommendation of the Corporate Governance Committee, the Board is nominating the thirteen directors listed below for election to one-year terms to expire at the next annual meeting of shareholders. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. If a nominee becomes unavailable or unable to serve before the Annual Meeting, the Board may either reduce its size or designate another nominee. If the Board designates a substitute nominee, your proxy will be voted for the substitute nominee.

Below are biographies, skills and qualifications for each of the nominees. Each of the director nominees currently serves on the Board. The Board believes that the combination of the various experiences, skills and qualifications represented contribute to an effective and well-functioning Board and that the nominees possess the qualifications, based on the criteria described above, to provide meaningful oversight of Cigna’s business and strategy.


The Board of Directors
unanimously recommends
that shareholders vote
FOR each of the nominees
listed below.


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David M. Cordani
President, Chief Executive Officer and Director of Cigna
   
AGE: 53
   
DIRECTOR SINCE: 2009            
   
COMMITTEES: Executive
   
   

David Cordani has served as Cigna’s Chief Executive Officer since 2009, as President since 2008 and as a Director since 2009. He served as Chief Operating Officer from June 2008 until December 2009; President, Cigna HealthCare from 2005 until 2008; and Senior Vice President, Customer Segments & Marketing, Cigna HealthCare from 2004 until 2005. He has been employed by Cigna since 1991. He is a member of the Business Roundtable and serves on the U.S.-India Business Council Board of Directors. In 2017, he was named Chairman of the U.S. Chamber of Commerce’s U.S.-Korea Business Council and was elected Chair of the Board of America’s Health Insurance Plans (AHIP) beginning 2019. In 2016, Mr. Cordani received the Leadership in the Nation’s Interest award from the Committee for Economic Development, a nonprofit, nonpartisan, business-led public policy organization. He is also a member of the Business Roundtable. Mr. Cordani was named one of Fortune Magazine’s Top Business Persons of the Year in 2015. Mr. Cordani received his Bachelor of Business Administration from Texas A&M University and his MBA from the University of Hartford.

Other Public Company Directorships: General Mills, Inc. (2014-Present)

Business Leader. Mr. Cordani has extensive executive leadership and management experience, including through his current role as President and Chief Executive Officer of Cigna, as well as his prior role as Chief Operating Officer which also encompassed broad responsibility for Cigna’s global business and corporate functions. Since 2009, Mr. Cordani has spearheaded Cigna’s transformation into a leading global health service company and has:

Delivered cumulative Total Shareholder Return of 441% through 2018;
Driven strong financial performance, including compound annual revenue growth of 11% and compound annual adjusted income from operations per share growth of 15%;
Consistently driven significant organic growth, completed multiple acquisitions, and significantly expanded Cigna’s global portfolio; and
Led the industry as a partner-of-choice for collaboration with health care professionals and growing value-based care arrangements.

In addition, Mr. Cordani has overseen the growth and expansion of the international businesses in the Cigna portfolio.

Finance. Mr. Cordani served as Business Financial Officer for Cigna’s healthcare division and as the Controller for Cigna Corporation. He was formerly a CPA with public accounting experience at Coopers & Lybrand.

Health Services and Delivery Systems. Mr. Cordani’s long tenure with Cigna, as President and Chief Executive Officer and previously as President of the Cigna HealthCare business segment, provides him with unique perspective on the evolution of the health care service sector and the innovation of health delivery models.

Information Technology. Mr. Cordani manages Cigna’s information technology investments in support of business and strategic objectives.

Marketing and Consumer Insights. As Chief Executive Officer, he leads the development and execution of Cigna’s Go Deeper, Go Local, Go Beyond strategy to deliver value in more than 160 million customer relationships around the world.

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William j. delaney
Former Chief Executive Officer of Sysco Corporation
   
AGE: 63
   
DIRECTOR SINCE: 2018            
   
COMMITTEES: Audit, Corporate Governance

William DeLaney served as Chief Executive Officer of Sysco Corporation (Sysco), a publicly traded food marketing and distribution company, from March 2009 until his retirement in December 2017. Previously, Mr. DeLaney served as President of Sysco from March 2010 to January 2016, as Executive Vice President and Chief Financial Officer from July 2007 to October 2009 and held positions of increasing responsibility at Sysco and its subsidiaries for more than 20 years. Mr. DeLaney served as a director of Sysco from 2009 to 2017. He received his Bachelor degree from the University of Notre Dame and his Master’s in Business Administration from the University of Pennsylvania, Wharton Graduate Division.

Other Public Company Directorships: Sanmina Corporation (2018-Present), Express Scripts Holding Company (2011-2018), Sysco Corporation (2009-2017), Union Pacific Corporation (2018-Present)

Business Leader. Mr. DeLaney has extensive senior leadership experience throughout his career with Sysco, including merger and acquisition activities and corporate restructurings. During his tenure with Sysco, Mr. DeLaney also oversaw international operations.

Finance. As former CEO, and previously as CFO of Sysco, Mr. DeLaney has over 25 years of experience and oversight of accounting, financial operations and financial reporting.


Eric J. Foss
Chairman, President and Chief Executive Officer of Aramark Corporation
   
AGE: 60
   
DIRECTOR SINCE: 2011            
   
COMMITTEES: Compliance, Corporate Governance

Eric Foss has been Chairman of the Board of Aramark Corporation (Aramark), a publicly traded provider of food services, facilities management and uniform services, since February 2015, and President and Chief Executive Officer since May 2012. He served as Chief Executive Officer of Pepsi Beverages Company, a beverage manufacturer, seller and distributor and a division of PepsiCo, Inc., from 2010 until December 2011. He was the Chairman and Chief Executive Officer of The Pepsi Bottling Group, Inc. (The Pepsi Bottling Group) from 2008 until 2010; President and Chief Executive Officer from 2006 until 2008; and Chief Operating Officer from 2005 until 2006. Mr. Foss received his Bachelor of Science degree from Ball State University.

Other Public Company Directorships: Aramark Corporation (2012-Present), UDR, Inc. (2003-2015), The Pepsi Bottling Company (2006-2010)

Business Leader. Mr. Foss has extensive leadership experience through his roles as Chairman, President and CEO of Aramark, combined with his 30-year career at Pepsi Beverages Company and The Pepsi Bottling Group, including his role as Chairman and CEO.

Finance. As Chairman, President and CEO of Aramark and as CEO of Pepsi Beverages Company and The Pepsi Bottling Group, his experience includes oversight of financial operations, financial reporting, merger and acquisition activities and corporate restructurings. He led Aramark’s initial public offering in 2013, and was instrumental in The Pepsi Bottling Group’s initial public offering and oversaw its acquisition by PepsiCo, Inc.

International/Global. Mr. Foss’ responsibilities at Aramark, Pepsi Beverages Company and The Pepsi Bottling Group included international business leadership, managing the challenges of operating a global business and strategic planning. At Aramark, he has oversight of operations in 20 countries, and throughout his tenure at Pepsi Beverage Company and The Pepsi Bottling Group, had responsibilities for global operations including international assignments.

Marketing and Consumer Insights. Mr. Foss’ service as CEO of Pepsi Beverages Company and The Pepsi Bottling Group provided him experience as an executive officer of a consumer oriented company.

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ELder granger, MD, mg, usa
President and Chief Executive Officer, The 5Ps, LLC
   
AGE: 65
   
DIRECTOR SINCE: 2018            
   
COMMITTEES: Compliance, Corporate Governance

Elder Granger is a U.S. Army Major General (retired) and has served as the President and Chief Executive Officer of The 5Ps, LLC, a healthcare, education, and leadership consulting firm, since August 2009. He served in the U.S. Army for over 35 years before retiring in June 2009, and was the Deputy Director and Program Executive Officer of the TRICARE Management Activity, Office of the Assistant Secretary of Defense (Health Affairs) in Washington, D.C. from December 2005 to June 2009. General Granger is a Governance Fellow with the National Association of Corporate Directors. He is board certified by the American College of Physician Executives, American Board of Medical Quality and American Board of Internal Medicine and holds numerous medical certifications. He received his Bachelor of Science Degree from Arkansas State University and earned his medical degree from University of Arkansas School of Medicine. Additionally, Dr. Granger has earned the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University.

Other Public Company Directorships: DLH Holdings Corp (2014-Present), Express Scripts Holding Company (2015-2018)

Business Leader. General Granger has unique and extensive leadership experience throughout his career with the U.S. Army. In his role as Deputy Director and Program Executive Officer of the TRICARE Management Activity, he led the planning, budgeting and execution of the defense health program and in ensuring the effective and efficient provision of high-quality, accessible health care for 9.4 million uniformed service members, their families, retirees and others located worldwide. This role also provided General Granger with international/global experience.

Health Services and Delivery Systems. General Granger brings experience with respect to health care management and operations and has broad experience throughout the health care industry as well as in the government sector. He led the largest U.S. and multi-national battlefield health system in recent history while serving as Commander, Task Force 44th Medical Command and Command Surgeon for the Multinational-Corps-Iraq.

Regulated Industry/Public Policy. In his role as the Deputy Director and Program Executive Officer of the TRICARE Management Activity, Office of the Assistant Secretary of Defense, General Granger served as the principal advisor to the Assistant Secretary of Defense (Health Affairs) on Department of Defense health plan policy and performance and oversaw the acquisition, operation and integration of the Department of Defense’s managed care program within the military health system.


Isaiah Harris, Jr.
Former President and Chief Executive Officer of AT&T Advertising & Publishing — East
   
AGE: 66
   
DIRECTOR SINCE: 2005            
   
COMMITTEES: Executive (Chair)
   

Isaiah Harris has served as Cigna’s Chairman of the Board since December 2009 and served as Vice-Chairman of the Board from July 2009 through December 2009. Mr. Harris served as President and Chief Executive Officer of AT&T Advertising & Publishing — East (formerly BellSouth Advertising & Publishing Group), a communications services company, from 2005 until his retirement in 2007; as President, BellSouth Enterprises, Inc. from 2004 until 2005 and as President, Consumer Services, BellSouth Corporation from 2000 until 2004. Mr. Harris has served as an Independent Trustee of Wells Fargo Advantage Funds, a provider of mutual funds, since 2008. Mr. Harris was nominated as NYSE 2014 Chairman of the Year. Mr. Harris received his Bachelor of Science degree from Iowa State University and has also completed the University of Minnesota Executive MBA program.

Other Public Company Directorships: Deluxe Corporation (2004-2011)

Business Leader. In his executive business leadership roles, including as CEO of AT&T Advertising and Publishing — East, Mr. Harris managed large organizations, developed and executed business strategies and led transformational change initiatives in both domestic and international operations.

Finance. Mr. Harris’ extensive finance experience includes 19 years of corporate finance and operational experience in multi-national organizations, including as Vice President of Finance, BellSouth Corporation, preceded by 13 years as a CPA with KPMG LLP. Through service on the board of directors of Deluxe Corporation, a provider of customized products and services including financial services and direct checks, and as a trustee of Wells Fargo Advantage Funds, he has insight into financial services-related issues.

Marketing and Consumer Insights. As President, Consumer Services, BellSouth Corporation, Mr. Harris focused on marketing communication services to end-user consumers.

Regulated Industry/Public Policy. Throughout his career at AT&T Advertising & Publishing — East, Mr. Harris navigated a heavily regulated and dynamic legal environment.

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Roman Martinez IV
Private Investor
   
AGE: 71
   
DIRECTOR SINCE: 2005            
   
COMMITTEES: Audit (Chair),
Executive, Finance
   
   

Roman Martinez has been a private investor since 2003. In 2003, he retired as Managing Director of Lehman Brothers, an investment banking firm, following a 31-year career with the firm. He has served on the Board of Trustees of New York Presbyterian Hospital since 1996. Mr. Martinez received his Bachelor of Science degree from Boston College and his MBA from the Wharton School of the University of Pennsylvania.

Other Public Company Directorships: Orbital ATK, Inc. (2015-2018), Alliant Techsystems, Inc. (2004-2015)

Finance. Mr. Martinez has extensive experience in investment banking through his 31-year tenure with Lehman Brothers where he was involved in a broad spectrum of U.S. and international investment banking activities covering financing, mergers and acquisitions and restructuring advisory assignments, as well as financing transactions for governments and corporations. Mr. Martinez also has over fifteen years of experience as a private investor and has served on the Investment Committees of several non-profit organizations. He previously served on the Investment Advisory Council of the State of Florida, which provides independent oversight of the Florida Retirement System funds and other state funds, which aggregated in excess of $150 billion.

Health Services and Delivery Systems. Through his over 20 years serving on the Board of Trustees of New York Presbyterian Hospital, Mr. Martinez developed insights into the issues facing health care systems in a rapidly changing environment, including the provision of care management and delivery systems.


Kathleen M.
Mazzarella
Chairman, President and Chief
Executive Officer, Graybar Electric
   
AGE: 58
   
DIRECTOR SINCE: 2018            
   
COMMITTEES: Finance, People
Resources

Kathleen Mazzarella has served as Chairman of Graybar Electric Company, Inc. (Graybar), a distributor of electrical, communications and data networking products and provider of related supply chain management and logistics services, since January 2013 and as President and Chief Executive Officer of Graybar since June 2012. She previously served as Executive Vice President and Chief Operating Officer from December 2010 to June 2012. Ms. Mazzarella joined Graybar in January 1980, and has held increasing roles of seniority, including Senior Vice President, Sales and Marketing and Senior Vice President, Human Resources and Strategic Planning. She has served as a Director of Graybar since January 2004. Ms. Mazzarella has served as a director of the Federal Reserve Bank of St. Louis since January 2015, and as its Chairman since April 2016. Ms. Mazzarella also serves on several other private company boards. She received her Bachelor of Science degree from National Louis University and her Masters of Business Administration from Webster University.

Other Public Company Directorships: Waste Management, Inc. (2015-Present), Express Scripts Holding Company (2017-2018)

Business Leader. Ms. Mazzarella has over 13 years of service as an executive officer, including five years as Chief Executive Officer of a Fortune 500 wholesale distribution company.

Finance. As Chairman and CEO of Graybar, she has had oversight of financial operations, merger and acquisition activities and corporate restructurings. As Chairman of the Federal Reserve Bank of St. Louis, Ms. Mazzarella developed expertise regarding the nation’s banking and financial systems.

Marketing and Consumer Insights. Through leadership roles at Graybar, Ms. Mazzarella brings experience in the areas of communications, logistics, marketing, supply chain, human resources and strategic planning. Her position as Chairman of the Federal Reserve Bank of St. Louis provides her with unique consumer insights.

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MARK B. McCLELLAN,
MD, Ph.D.
Director, Duke-Robert J. Margolis,
MD, Center for Health Policy
   
AGE: 55
   
DIRECTOR SINCE: 2018            
   
COMMITTEES: Audit, Corporate
Governance

Mark McClellan became the inaugural Director of the Duke-Robert J. Margolis, MD, Center for Health Policy and the Margolis Professor of Business, Medicine and Policy at Duke University in January 2016. Previously, he served from 2007 to 2015 as a Senior Fellow in Economic Studies and as Director of the Initiatives on Value and Innovation in Health Care at the Brookings Institution. Dr. McClellan served as Administrator of the Centers for Medicare & Medicaid Services for the U.S. Department of Health and Human Services from 2004 to 2006 and as Commissioner of the U.S. Food and Drug Administration from 2002 to 2004. He served as a member of the President’s Council of Economic Advisers and as senior director for healthcare policy at the White House from 2001 to 2002 and, during President Bill Clinton’s administration, held the position of Deputy Assistant Secretary for Economic Policy for the Department of the Treasury. Dr. McClellan received his Bachelor of Arts degree from the University of Texas, his Masters of Public Administration and Medical Doctorate from Harvard University and his Doctor of Philosophy in Economics from Massachusetts Institute of Technology.

Other Public Company Directorships: Johnson & Johnson (2013-Present), Aviv REIT, Inc. (2013-2015)

Regulated Industry/Public Policy. With his extensive experience in public health policy, including as Commissioner of the United States Food and Drug Administration and Administrator for the United States Centers for Medicare & Medicaid Services, Dr. McClellan’s background as both a regulator and government advisor provides him with broad knowledge of, and unique insights into, the challenges facing the health care industry.

Health Services and Delivery Systems. Mark McClellan has held varied health care delivery roles including as a practicing internist, an administrator of national healthcare programs and an academic policy researcher that provide him with a unique and wide ranging perspective.


John M. Partridge
Former President of Visa, Inc.
   
AGE: 69
   
DIRECTOR SINCE: 2009            
   
COMMITTEES: Finance (Chair), Audit, Executive
   
   

John Partridge served as President of Visa, Inc. (Visa), a publicly traded consumer credit company, from 2009 until 2013 and as Chief Operating Officer from 2007 to 2009. He joined Visa USA in October 1999 and served as President and Chief Executive Officer of Inovant (a Visa subsidiary) from 2000 to 2007 and as Interim President of Visa USA in 2007. From 1998 until joining Visa USA, Mr. Partridge served as Senior Vice President and Chief Information Officer of Unum Provident Corp. (Unum), a publicly traded disability insurance company. From 1989 to 1998, Mr. Partridge was Executive Vice President for Credicorp Inc., a commercial banking, insurance and investment banking company, where he was responsible for consumer banking, technology and operations. Prior to joining Credicorp Inc. (Credicorp), Mr. Partridge held various management positions with Wells Fargo Bank. Mr. Partridge has served as Chairman and Chief Executive Officer of Velo Payments, a global smart data network for business disbursements, since March 2017 and as an operating partner of Corsair Capital, a private equity firm focused on the financial services industry, since October 2015. Mr. Partridge received his Bachelor of Science degree from the University of California.

Other Public Company Directorships: Global Payments, Inc. (2013-Present)

Business Leader. Mr. Partridge has extensive senior leadership experience through his positions with Visa, Visa USA, Inovant, Unum, Credicorp and Velo Payments.

Finance. As President and CEO of Inovant, he had direct oversight of financial operations, financial reporting, merger and acquisition activities and corporate restructurings. As President of Visa, he was involved with financial oversight and reporting and strategic transactions. His responsibilities at Credicorp provided significant financial services experience.

Information Technology. Mr. Partridge has experience managing and overseeing information technology investments in support of business objectives which he gained through each of his executive leadership positions, including as Chief Information Officer of Unum and as a director of Global Payments, a provider of electronic transaction processing services. As President of Inovant, he oversaw Visa’s electronic payment processing service.

International/Global. As President of Visa, Mr. Partridge’s responsibilities included international business leadership. He also serves as a director of a large public company with extensive international operations. His responsibilities with Credicorp included international assignments.

Marketing and Consumer Insights. Through his tenure with Visa, Mr. Partridge focused heavily on consumer credit and oversaw marketing, product, client service, support and processing services. As Executive Vice President of Credicorp, his responsibilities included consumer banking.

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William l. roper, md, mph
Interim President, The University of North Carolina System
   
AGE: 70
   
DIRECTOR SINCE: 2018            
   
COMMITTEES: Compliance (Chair), Executive, Finance

William Roper has served as Interim President of the University of North Carolina System since January 2019. He previously served as Dean of the School of Medicine and Vice Chancellor for Medical Affairs of the University of North Carolina (UNC) at Chapel Hill, an educational institution, and as Chief Executive Officer of the UNC Health Care System, a not-for-profit health care system from 2004 to 2019. He has also served as a Professor of Pediatrics and Social Medicine at the UNC School of Medicine and as a Professor of Health Policy and Administration at the UNC School of Public Health. Before joining UNC in 1997, Dr. Roper served as Senior Vice President of Prudential Health Care, a healthcare services company, from 1993 to 1997. He also served as director of the Centers for Disease Control and Prevention from 1990 to 1993, on the senior White House staff in 1989 and 1990 and as the administrator of the Centers of Medicare & Medicaid Services from 1986 to 1989. Dr. Roper received his Bachelor of Science and Medical degrees from the University of Alabama.

Other Public Company Directorships: DaVita, Inc. (2001-Present), Express Scripts Holding Company (2012-2018), Medco Health Solutions Inc. ((2007-2012) Medco Health Solutions Inc. was acquired by Express Scripts Holding Company in 2012)

Business Leader. In his executive leadership roles as Vice Chancellor for Medical Affairs at UNC and CEO of UNC Healthcare System and in his role as Interim President of the University of North Carolina System, Dr. Roper manages large complex organizations providing him with wide ranging leadership experience.

Health Services and Delivery Systems. Dr. Roper’s positions as Vice Chancellor for Medical Affairs at UNC, CEO of UNC Healthcare System, as well as former leadership roles at Prudential Health Care, as former director of the Centers for Disease Control and Prevention, a former member of the senior White House staff and as the former administrator of CMS provide him with direct experience regarding emerging health care issues and complex health delivery systems.

Regulated Industry/Public Policy. Dr. Roper’s background as former director of the Centers for Disease Control and Prevention, a former member of the senior White House staff and as the former administrator of CMS provide him with extensive insight into the highly regulated health industry in the U.S.


Eric C. Wiseman
Former Executive Chairman, President and Chief Executive Officer of VF Corporation
   
AGE: 63
   
DIRECTOR SINCE: 2007            
   
COMMITTEES: Finance, People Resources

Eric Wiseman served as Executive Chairman of VF Corporation, a publicly traded apparel and footwear company, from August 2008 until October 2017. He served as Chief Executive Officer from January 2008 until December 2016 and President from 2006 until June 2015. He served as Chief Operating Officer of VF Corporation from 2006 to 2008; Executive Vice President, Global Brands from 2005 to 2006; and Vice President and Chairman, Sportswear and Outdoor Coalitions from 2004 until 2005. Mr. Wiseman received his Bachelor of Science degree and MBA from Wake Forest University.

Other Public Company Directorships: VF Corporation (2006-2017), Lowe’s Companies, Inc. (2011-Present)

Business Leader. Mr. Wiseman has extensive senior leadership experience through his positions with VF Corporation.

Finance. As Chairman and CEO of VF Corporation, he had oversight of financial operations, merger and acquisition activities and corporate restructurings.

International/Global. Through leadership positions at VF Corporation, Mr. Wiseman oversaw operations and product sales in over 100 countries. Prior to joining VF Corporation, he held executive leadership roles at Sara Lee Corporation that included international business leadership and international assignments.

Marketing and Consumer Insights. Through leadership roles at VF Corporation, Mr. Wiseman oversaw marketing of a variety of brands through all channels of distribution, both domestically and internationally. As a director of Lowe’s Companies, Inc., a retail home improvement and appliances company, he focuses on end-user consumer-related issues.

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Donna F. Zarcone
President and Chief Executive Officer of The Economic Club of Chicago
   
AGE: 61
   
DIRECTOR SINCE: 2005            
   
COMMITTEES: Corporate Governance (Chair), Compliance, Executive

Donna Zarcone has been the President and Chief Executive Officer of The Economic Club of Chicago, a civic and business leadership organization, since February 2012. She served as Interim President of The Economic Club of Chicago from October 2011 until February 2012 and as President and Chief Executive Officer of D. F. Zarcone & Associates LLC, a strategic advisory firm, from 2007 until February 2012. Ms. Zarcone served as the President and Chief Operating Officer of Harley-Davidson Financial Services, Inc., a provider of wholesale and retail financing, insurance and credit card programs and a wholly owned subsidiary of Harley-Davidson, Inc., from 1998 until 2006. She also served as Chairman of the Board of Eaglemark Savings Bank, a financial services provider, from 2002 to 2006. She received recognition from the National Association of Corporate Directors as an NACD Directorship 100 “Class of 2012” member and is also an NACD Board Leadership Fellow. Ms. Zarcone was named one of Crain’s Most Powerful Women in Chicago Business in 2018. She received her Bachelor of Science degree from Illinois State University and her MBA from the University of Chicago Booth School of Business.

Other Public Company Directorships: CDW Corporation (2011-Present), The Jones Group (2007-2012)

Finance. As an executive at Harley-Davidson Financial Services, Inc. and as the Chairman of the Board of Eaglemark Savings Bank, an FDIC-regulated entity, Ms. Zarcone oversaw end-user consumer financial services matters. She is also a certified public accountant. As President and CEO of The Economic Club of Chicago, she monitors social and economic issues facing the U.S. and global markets.

Information Technology. As a director of CDW Corporation, a leading provider of integrated information technology solutions, Ms. Zarcone oversees issues facing the information technology industry.

Marketing and Consumer Insights. As President of Harley- Davidson Financial Services, Inc., Ms. Zarcone oversaw direct marketing initiatives to end-user consumers for a portfolio of financial products. As head of Enthusiast Services at Harley-Davidson, Inc., she oversaw brand loyalty initiatives. As a director of The Jones Group, a designer, marketer and wholesaler of branded clothing, she gained further insight into end-user consumer-related issues.


William D. Zollars
Former Chairman, President and Chief Executive Officer of YRC Worldwide, Inc.
   
AGE: 71
   
DIRECTOR SINCE: 2005            
   
COMMITTEES: People Resources (Chair), Executive, Corporate Governance

William Zollars served from 1999 to 2011 as Chairman, President and Chief Executive Officer of YRC Worldwide, Inc. (YRC), a holding company whose subsidiaries provide regional, national and international transportation and related services. Prior to that, Mr. Zollars was President of Yellow Transportation, Inc., from September 1996 through November 1999. From 1994 to 1996, he was Senior Vice President of Ryder Integrated Logistics. He also held various executive positions with Eastman Kodak. Mr. Zollars received his Bachelor of Arts degree from the University of Minnesota.

Other Public Company Directorships: Cerner Corporation (2005-Present), ProLogis Trust (2001-2010; 2011-Present), YRC Worldwide, Inc. (1999-2011)

Business Leader. Mr. Zollars’ role as Chairman, President and Chief Executive Officer of YRC and various executive leadership positions with Yellow Transportation, Inc., Ryder Integrated Logistics and Eastman Kodak provided him extensive senior leadership experience.

Finance. As Chairman, President and CEO of YRC, Mr. Zollars had oversight of financial operations, merger and acquisition activities and corporate restructurings and led YRC’s comprehensive recovery plan to reduce cost structure and improve operating results, cash flow from operations, liquidity and financial condition.

Health Services and Delivery Systems. As a director of Cerner Corporation, a supplier of health care information technology, he oversees issues facing the healthcare industry, particularly health information technology.

International/Global. As President and CEO of YRC, Mr. Zollars oversaw global operations and strategic planning, and he undertook international assignments at Eastman Kodak.

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Corporate Governance Policies and Practices

 

   

Cigna is committed to ensuring strong corporate governance practices on behalf of our shareholders. We believe that strong corporate governance and an independent Board provide the foundation for financial integrity and shareholder confidence. The Corporate Governance Committee annually reviews Cigna’s governance program based on, among other things, developments in corporate governance, feedback received during shareholder engagement, legal or regulatory actions, proxy advisory firm positions, Securities and Exchange Commission (SEC) guidance and New York Stock Exchange (NYSE) requirements. The Board and the Corporate Governance Committee developed the Board Corporate Governance Guidelines (the Guidelines) which set forth the key governance principles that guide the Board. The Guidelines, together with the charters of the Audit, Compliance, Corporate Governance, Finance, People Resources and Executive Committees, provide a framework of policies and practices for effective governance.

The Board and the Corporate Governance Committee review these Guidelines, and the committees review their respective charters, at least annually and update these governing documents as necessary to reflect changes in the regulatory environment, evolving practices and input from shareholders. The full text of the Guidelines and committee charters are available on our website at www.cigna.com/about-us/corporate-governance/ and are available to any shareholder who requests a copy.(1)

 
   
Corporate Governance Highlights
   
 
•   Independent board of directors with diversity in
     composition, skills and experience
   
•   Independent Chairman of the Board
   
•   Regular executive sessions of the Board and its
     committees without management present
   
•   Directors elected by majority voting
   
•   Annual election of all directors
   
•   Proxy access right for shareholders
   
•   Separate Code of Business Conduct and Ethics for
     the Board
   
•   Independent Audit, Compliance, Corporate
     Governance, Finance and People Resources
     Committees
•   Annual self-evaluations of the Board, its committees
     and individual directors, including periodic
     independent third party assessments
   
•   Majority of director compensation delivered in Cigna
     common stock
   
•   Meaningful stock ownership guidelines for
     directors
   
•   No supermajority vote provisions in our Certificate of
     Incorporation or By-Laws
   
•   No shareholder rights plan, or poison pill
   
•   Any pool from which the Corporate Governance
     Committee selects director candidates must include
     women and minority candidates
   
 
(1) Throughout this Proxy Statement, we reference information available on our website. The information on our website is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the SEC.

2018 CORPORATE GOVERNANCE HIGHLIGHTS

Throughout 2018, we continued to focus on enhancing our corporate governance practices. Our 2018 corporate governance highlights include:

Board Composition. The Board added five new directors in 2018, four of whom were directors of Express Scripts prior to the merger. Three of the new directors have strong backgrounds in health services and delivery systems, as well as experience in regulated industries and public policy. Certain of our new directors have experience in finance, marketing and consumer insights, and as business leaders. These new directors enhance the Board’s ethnic and gender diversity as well as the diversity of backgrounds, skills and experiences on the Board which together support Cigna’s mission and strategy.
Creation of Compliance Committee. The Board evaluated its structure, particularly its committee structure, in light of the Express Scripts merger. Following this review, the Board approved the creation of a Compliance Committee. The Compliance Committee oversees the Company’s key compliance and ethics programs, including compliance with the laws and regulations that apply to business operations, such as data privacy and U.S. federal and state healthcare program requirements.
Corporate Governance Guidelines. In July 2018, the Board approved amendments to its Corporate Governance Guidelines to require the Corporate Governance Committee, and any search firm it engages, to include women and minority candidates in the pool from which the Committee selects director candidates.
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DIRECTOR INDEPENDENCE

Cigna believes in the importance of a board composed largely of independent, non-employee directors. The current Board includes twelve non-employee directors. On an annual basis, the Board, through its Corporate Governance Committee, reviews relevant relationships between directors, their immediate family members and the Company, consistent with Cigna’s independence standards. Cigna’s independence standards, which are detailed in the Guidelines, are consistent with the independence requirements set forth in the NYSE’s listing standards.

To be independent under Cigna and NYSE standards, the Board must affirmatively determine that a director has no material relationships with the Company directly or as an officer, shareholder or partner of an organization that has a relationship with the Company. In making its assessment, the Board considers all relevant facts and circumstances, including the nature of transactions with such organizations and/or the amount of such transactions (in the aggregate or as a percentage of the organization’s revenues or assets). The Board also considers that, in the ordinary course of business, the Company may sell products and services to, and/or purchase products and services from, organizations affiliated with our directors and may hold investments (generally, debt securities) in organizations affiliated with our directors.

Based on its review of director relationships, the Board has affirmatively determined that there are no material relationships between the non-employee directors and the Company, and all non-employee directors (Mr. DeLaney, Mr. Foss, General Granger, Mr. Harris, Mr. Martinez, Ms. Mazzarella, Dr. McClellan, Dr. Roper, Mr. Partridge, Mr. Wiseman, Ms. Zarcone and Mr. Zollars) are independent as defined in both Cigna’s Guidelines and the NYSE listing standards. Dr. Jane Henney and Mr. James Rogers also served as independent directors during 2018. In addition, at the committee level, all members of the Audit, Compliance, Corporate Governance, Finance and People

Resources Committees are independent and the members of the Audit Committee and the People Resources Committee meet the NYSE’s heightened independence requirements for service on those committees.

BOARD LEADERSHIP STRUCTURE

The Board is committed to the long-term growth of the business and the successful execution of our mission to improve the health, well-being and peace of mind of those we serve around the globe. To fulfill its responsibilities to our shareholders, Cigna’s Board, both directly and through its committees, regularly engages with management, ensures management accountability and reviews critical issues that face Cigna. The Board is committed to meeting the dynamic needs of the Company and focusing on the interests of its shareholders and, as a result, regularly evaluates and adapts its composition, role and relationship with management.

Independent Chairman of the Board

We currently separate the roles of the Chairman of the Board and Chief Executive Officer. Our CEO sets the strategic direction for the Company, working with the Board, and provides day-to-day leadership, while our Chairman leads the Board in the performance of its duties and serves as the principal liaison between the independent directors and the CEO. We believe that having an independent Chairman assists the Board in ensuring independent oversight of the Company and the management team. The Board regularly assesses the appropriateness of this leadership structure and has concluded that this structure best suits Cigna’s needs at this time.

In December 2018, the Board re-elected Isaiah Harris, Jr. to serve as our independent Chairman for a three-year term, subject to his annual election to the Board by shareholders. The full Board evaluates the Chairman’s performance on an annual basis as part of the annual Board evaluation.

 
 
   
Chairman Responsibilities
   
 
•   Serve as principal representative of the Board
   
•   Facilitate discussion among independent directors
     on key issues
   
•   Advise the CEO on issues of concern for the Board
   
•   Develop agenda for Board meetings, in
     consultation with the CEO and other directors
•   Act as liaison between Board and management
   
•   Lead the Board in CEO succession planning
   
•   Preside over Board and shareholder meetings
   
•   Engage in the director recruitment process
   
•   Represent the Company in interactions with external
     stakeholders, as appropriate
   
   

Access to Management and Advisors

A member of senior management is assigned to each committee to act as a staff officer. The Chief Financial Officer serves as the staff officer for the Audit and Finance

Committees; the General Counsel serves as the staff officer for the Compliance and Corporate Governance Committees; and the Executive Vice President — Human Resources and Services serves as the staff officer for the People Resources Committee. These executive officers

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work with their respective committee chair to assist in setting and developing meeting agendas and materials and attend meetings as appropriate. Committee chairs communicate regularly with staff officers, the other executive officers and other members of management between scheduled Board meetings with respect to committee issues, and management is expected to update the Board on any significant Company matters or competitive developments between Board meetings.

The Board and its committees are able to access and retain independent advisors as, and to the extent, they deem necessary or appropriate.

BOARD EVALUATIONS AND BOARD EFFECTIVENESS

Evaluation Process

The Board evaluation process allows the Board to gain insights into the effectiveness of, and challenges facing, the Board, its committees and its individual members, with the goal of enhancing Board performance and, as a result, increasing shareholder value. Cigna’s Board is committed to ongoing improvement and the evaluation process is an important vehicle that fosters and supports effectiveness. Our board evaluations are designed to solicit input and perspective on various matters, including:

board leadership structure;
board configuration, including size, diversity and skill set;
board dynamics, including individual director preparation and participation;
governance policies and practices;
strategy and risk oversight;
interaction with management; and
progress achieved against prior year evaluation initiatives.

As set forth in its charter, the Corporate Governance Committee oversees the Board, committee and individual director evaluation process. Annually, the Corporate Governance Committee and the Chairman of the Board determine the appropriate form of evaluation and consider the design of the process to ensure it is both meaningful and effective. In 2018, directors were interviewed by either the Chair of the Corporate Governance Committee or the Chairman of the Board. In response to feedback provided from directors regarding the Board evaluation process, the Chairman of the Board and the Chair of the Corporate Governance Committee also interviewed various members of management to better understand management’s perspective on the Board. In addition, members of the Board were able to submit anonymous written feedback to the Corporate Secretary.

The Chair of the Corporate Governance Committee reviewed the feedback from the individual director interviews with the Chairman of the Board and each of the Committee Chairs. The Chair of the Corporate Governance Committee and the Chairman of the Board then led an in-person discussion with the full Board, during which the Board discussed key areas of focus for the upcoming year, including the Express Scripts merger and business strategy. The chairs of each committee led a similar self-assessment discussion for their particular committee.

From time to time, the Board has engaged an independent third party to conduct the Board evaluation, most recently in 2014. The Corporate Governance Committee and Board have agreed to use an independent third party to facilitate the Board evaluation process approximately every three to five years, or on an as needed basis.

The results of the evaluation process support the Board’s belief that the Board and committees are operating effectively.

Board Succession Planning and Orientation

The Corporate Governance Committee is responsible for identifying new director candidates, reviewing the composition of the Board and its committees and for making recommendations to the full Board on these matters. When identifying new candidates for the Board, the Committee focuses on identifying candidates that possess skills and qualifications that will support the Company’s short- and long-term strategy, while being mindful of the ongoing significant complexity and uncertainty within the health service industry, as well as upcoming planned retirements. The Committee’s objective is to balance the knowledge and insights gained from long-term service on the Board with the new skills and experience that results from adding directors to the Board, at a pace that allows the Board to maintain its high-performing and effective culture. In July 2018, the Board amended the Guidelines to require the Corporate Governance Committee, and any search firm it engages, to include women and minority candidates in the pool from which the Committee selects director candidates. In 2018, the Board added five new directors — Mr. William DeLaney, General Elder Granger, Ms. Kathleen Mazzarella, Dr. Mark McClellan and Dr. William Roper. These new directors bring a diversity of backgrounds, skills and experiences to the Board. For more information on our new directors, see “Election of Directors — 2018 Board Composition Developments” and “ — Commitment to Board Diversity.”

New directors undergo an extensive Board and committee orientation process, overseen by the Corporate Governance Committee. The orientation process is designed to enable new members of the Board to quickly become active, knowledgeable and effective Board members. As part of this process, each new director receives a series of briefings designed to provide meaningful interactions with our executive officers and

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other senior leaders. These briefings focus on, among other topics, our business operations, strategic plans, financial statements and policies, risk management framework and significant risks, regulatory matters, corporate governance, and key policies and practices, including our Codes of Ethics, as well as the roles and responsibilities of the Board. Board orientation also includes site visits to key business operations.

RESPONSIBILITIES OF THE BOARD

Board Oversight of Risk and Enterprise Risk Management

The Board of Directors has the ultimate responsibility for risk oversight under Cigna’s risk management framework. The Board executes its duty both directly and through its Audit, Compliance, Corporate Governance, Finance and People Resources Committees. The Audit Committee oversees Cigna’s enterprise risk management (ERM) framework. ERM is a Company-wide initiative that involves the Board, Cigna’s management, Cigna’s Chief Risk Officer and General Auditor (CRO) and internal audit function in an integrated effort to (1) identify, assess, prioritize and monitor a broad range of risks and (2) formulate and execute plans to monitor and, to the extent possible, mitigate the effect of those risks. The CRO meets with the Audit Committee regularly during its executive sessions and reports to the Board at least annually.

Cigna has implemented practices so that the Board and its committees are regularly briefed on issues related to the Company’s risk profile. These briefings are designed to provide visibility to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These briefings address strategic, operational, financial reporting, succession and compensation, cyber security, compliance, reputational, governance and other risks, as appropriate.

The Board, including its committees, oversees risks associated with their respective areas of responsibility. The full board oversees strategic, financial and execution risks and exposures associated with Cigna’s business strategy, including the impact of changes to laws and regulations, significant litigation and regulatory exposures and other current matters that may present material risk to financial performance, operations, infrastructure, plans, prospects, reputation, acquisitions and divestitures. The Board and each committee meet in executive session without management present and with key management personnel, including the Chief Financial Officer, CRO, Chief Accounting Officer, General Counsel, Chief Compliance Officer, Medicare/Medicaid Chief Compliance Officer, Chief Information Officer, and representatives of outside advisors, including the registered independent accounting firm and the independent compensation consultant, as necessary. A summary of each committee’s area of risk oversight responsibility is included in “ — Board Meetings and Committees.”

Oversight of Business Strategy

The Board provides unique insights into the strategic issues facing the Company, including changes in the regulatory environment, changing market dynamics and the competitive landscape. As part of its oversight of business strategy, the Board:

formally reviews Cigna’s annual and longer-term strategic plan, financial targets and strategies for achieving those targets;
regularly reviews and assesses Cigna’s results of operations, financial performance, prospects and competitive position;
regularly discusses external factors that affect the Company, such as regulatory developments and trends impacting the health service industry generally;
regularly reviews our performance compared to our competitors; and
regularly evaluates potential strategic alternatives relating to Cigna and our business, including possible acquisitions, divestitures and business combinations.

Management Succession Planning

At the direction of the Chairman, the Board oversees management succession planning, including for the CEO role. With the assistance of the People Resources Committee, the Board reviews and approves regular and emergency succession plans. The People Resources Committee is responsible for overseeing the Company’s policies and processes for people development in general. The People Resources Committee also ensures that management succession planning meets the Board’s expectations. Annually, the Board reviews comprehensive succession plans for the CEO and other executive officers and key senior management, including a discussion of those employees who are considered to be potential successors to executive and senior level positions with regard to their readiness and development opportunities.

Shareholder Interests

The Board and the Corporate Governance Committee oversee the Company’s shareholder engagement practices. The Office of the Corporate Secretary engages with shareholders on issues related to corporate governance, executive compensation and social responsibility. Senior management and the Investor Relations team regularly meet with shareholders and respond to their questions and feedback throughout the year. In 2018, the Company, including the Board, senior management, the Office of the Corporate Secretary and Investor Relations engaged in extensive outreach with shareholders, particularly regarding the Express Scripts merger.

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In addition, the Board has adopted a number of practices that align the interests of the directors with those of the shareholders, including:

a director compensation program whereby a majority of compensation is delivered in common stock;
robust stock ownership requirements for directors; and
no shareholder rights plan and, at this time, the Board has no intention of adopting such a plan.

Information regarding how our executive compensation policies and practices align with the interests of shareholders can be found in the Compensation Discussion & Analysis (CD&A).

BOARD MEETINGS AND COMMITTEES

In 2018, the Board held 11 meetings and the committees of the Board held a total of 31 meetings. At all regular meetings held in 2018, the independent members of the Board met in executive session without management present. As part of all regularly scheduled Board meetings, the Chairman presides over all executive sessions of the Board. Each committee also met in executive session without management on a regular basis in connection with their respective meetings.

Each director attended more than 75% of the aggregate of all meetings of the Board and committees on which he or she served during his or her tenure in 2018. During 2018, Board and committee attendance averaged 97% for the Board as a whole. In addition to formal Board meetings,

the Board engages with management regularly throughout the year.

The Board expects directors to attend the annual meeting of shareholders. All then-current directors attended the 2018 annual meeting and Mr. Harris chaired the meeting. All directors are expected to attend the Annual Meeting in 2019.

The specific roles and responsibilities of the Board’s Executive, Audit, Compliance, Corporate Governance, Finance and People Resources Committees are delineated in written charters adopted by the Board. Complete copies of the committee charters are available on Cigna’s website at www.cigna.com/about-us/company-profile/corporate-governance/. Each member of the Audit, Compliance, Corporate Governance, Finance and People Resources Committees is independent under the terms of Cigna’s independence standards, which are detailed in the Guidelines and consistent with the independence standards set forth in the NYSE’s listing standards.

The Executive Committee may exercise the power and authority of the Board as specifically delegated by the Board when convening a meeting of the full Board of Directors is impracticable. Mr. Harris is Chairman of the Executive Committee and Mr. Cordani, Mr. Martinez, Mr. Partridge, Dr. Roper, Ms. Zarcone and Mr. Zollars serve on the Executive Committee. In 2018, the Board of Directors did not delegate any actions to the Executive Committee and, therefore, the Executive Committee did not meet in 2018.

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A summary of the key committee responsibilities and the composition of the Audit, Compliance, Corporate Governance, Finance and People Resources Committees is set forth below.


Audit Committee
Current Members
   Mr. Martinez (Chair)
   Mr. DeLaney
   Dr. McClellan
   Mr. Partridge(1)
   
Met 12 times in 2018
Primary Responsibilities
Assesses the qualification and independence of, appoints, compensates, oversees the work of and removes, if appropriate, Cigna’s independent registered public accounting firm.
Represents and assists the Board in fulfilling its oversight responsibilities regarding the adequacy and effectiveness of internal controls and the integrity of financial statements.
Reviews annual and quarterly financial statements, earnings releases, earnings guidance and significant accounting policies with management and, if appropriate, the independent registered public accounting firm.
Oversees material legal matters.
Maintains procedures for and reviews the receipt, retention and treatment of complaints and concerns regarding accounting, controls, auditing, reporting and disclosure matters.
 
Risk Oversight Focus Area
Oversees the Company’s enterprise risk management program and internal audit function.
Oversees risks related to the Company’s financial statements, the financial reporting process, accounting, and certain legal matters.
Together with the Board, ensures that the Company has cyber risk management policies and processes in place.
All members of the Audit Committee are financially literate within the meaning of the NYSE listing standards and Mr. Martinez, Mr. DeLaney and Mr. Partridge are designated “audit committee financial expert[s]” as defined in the SEC rules. For more information regarding the Audit Committee’s activities see “Report of the Audit Committee” in the Audit Matters section of the Proxy Statement.
(1) Mr. Partridge rotated from the People Resources Committee to the Audit Committee in 2019.

   

Compliance Committee
Current Members
   Dr. Roper (Chair)
   Mr. Foss
   General Granger
   Ms. Zarcone
Primary Responsibilities
Oversees the Company’s key compliance programs, including but not limited to, those regulatory and legal requirements relating to data security, provision of healthcare and related services, operational effectiveness (including service requirements) and employment matters.
Oversees the administration of the Company’s Code of Ethics and Principles of Conduct.
The Compliance Committee is a new committee and held its first meeting in 2019.
Risk Oversight Focus Area
Oversees the Company’s key compliance and ethics programs, including compliance with the laws and regulations that apply to business operations, such as data privacy and U.S. federal and state healthcare program requirements.
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Corporate Governance Committee
Current Members
   Ms. Zarcone (Chair)
   Mr. DeLaney
   Mr. Foss
   General Granger
   Dr. McClellan
   Mr. Zollars
      
Met 5 times in 2018
Primary Responsibilities
Reviews, advises and reports to the Board on the Board’s membership, structure, organization, governance practices and performance, as well as shareholder engagement activities.
Assists the Board in board refreshment planning.
Reviews committee assignments and director independence.
Oversees director nomination and compensation and develops specific director recruitment criteria.
Oversees communications with external stakeholders, including shareholders.
Oversees corporate political and charitable contributions and the Company’s corporate responsibility and sustainability efforts.
 
Risk Oversight Focus Area
Oversees risks and exposures associated with director succession and refreshment planning, corporate governance and overall Board effectiveness. Also oversees the Company’s risks related to political and charitable contributions. In exercising this oversight, the Corporate Governance Committee reviews and discusses financial contributions to such organizations.

   

Finance Committee
Current Members
   Mr. Partridge (Chair)
   Mr. Martinez
   Ms. Mazzarella
   Dr. Roper
   Mr. Wiseman
      
Met 5 times in 2018
Primary Responsibilities
Oversees the structure and use of Cigna’s capital.
Oversees Cigna’s long-term financial objectives and progress against those objectives.
Reviews Cigna’s strategic operating plan and budget.
Oversees Cigna’s investment strategy and sets investment policies and guidelines.
Oversees information technology strategy and execution.
 
Risk Oversight Focus Area
Oversees the Company’s deployment of capital, technology and investment-related initiatives. In exercising this oversight, the Finance Committee regularly reviews and discusses the technology, financial market and capital management risks that are monitored through the Company’s ERM process.
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People Resources Committee
Current Members
   Mr. Zollars (Chair)
   Ms. Mazzarella
   Mr. Wiseman
   
Met 9 times in 2018
Primary Responsibilities
Oversees the policies and processes for people development and assists the Board in reviewing executive officer succession plans.
Establishes company goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance in light of those established goals and objectives, and based on this evaluation, recommends the CEO’s compensation to the independent members of the Board for approval.
Reviews and approves compensation targets, base salaries, cash and equity-based incentive compensation payments and arrangements, severance, and other compensation and benefits arrangements for any current or prospective executive officers other than the CEO, subject to required Board or shareholder approvals.
Establishes performance measures and goals and assesses whether these goals are met for awards under short-term and long-term cash-based and equity-based compensation plans.
Reviews and monitors the Company’s diversity program.
Risk Oversight Focus Area
Oversees compensation related-risks and management succession planning. For additional information regarding the People Resources Committee’s role in evaluating the impact of risk on executive compensation, see “Processes and Procedures for Determining Executive Compensation — Risk Oversight” in the CD&A.
For more information regarding the responsibilities and activities of the People Resources Committee, including the Committee’s processes for determining executive compensation, see the CD&A.

CODES OF ETHICS

Cigna is committed to conducting business in accordance with the highest standards of integrity, legal compliance and ethical conduct. In 2015, at the recommendation of the Corporate Governance Committee, the Board adopted a Director Code of Business Conduct and Ethics, available on Cigna’s website at www.cigna.com/about-us/corporate-governance/. The Board believes that having a separate code of conduct for the Board meaningfully enhances Cigna’s governance framework by making Board-specific policies clearer.

All directors and employees, including executive officers, must comply with the Company’s Code of Ethics, available on Cigna’s website at www.cigna.com/about-us/corporate-governance/. Both the Director Code of Business Conduct and Ethics and the Company Code of Ethics, together with Cigna’s related policies and procedures, address major areas of professional conduct, including, among others, conflicts of interest, protection of private, sensitive or confidential information, insider trading and adherence to laws and regulations affecting the conduct of Cigna’s business. Directors and employees affirm their adherence to the Director Code of Business Conduct and Ethics and the Code of Ethics, as applicable, annually.

CORPORATE RESPONSIBILITY

As a global health service company with the mission of helping improve the health, well-being and peace of mind of those we serve, Cigna believes that its success depends

on earning trust through responsible business practices, corporate citizenship and providing services that meet our customers’ individual needs. Inspired by our mission, Cigna works to positively impact the health of people, communities and the environment.

As evidence of this, in 2015, Cigna was the first U.S. health insurance company to sign on to the United Nations Global Compact (UNGC), a policy initiative for companies committed to areas such as human rights, labor standards, environmental responsibility and business integrity in business operations. In 2017, Cigna became a member of the UNGC Health is Everyone’s Business action platform, which is a coalition working to develop a global business agenda to address goals related to good health and well-being.

In 2017 and again in 2018, Cigna was named to the Dow Jones Sustainability Index, a benchmark for investors who integrate sustainability considerations into their portfolios. Cigna is recognized in both the Dow Jones Sustainability World Index and the Dow Jones Sustainability North America Index.

The Corporate Governance Committee is responsible for overseeing Cigna’s positions on, and policies with respect to, Cigna’s corporate responsibility efforts around the globe. To support the Corporate Governance Committee’s responsibility, Cigna has established the Cigna Connects Corporate Responsibility Governance Council to provide input on Cigna’s policies, initiatives and reporting relative to corporate responsibility. This Council is a cross-

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functional team of leaders from various areas of the Company, including civic affairs, ethics and compliance, global real estate, risk management, supply chain, human resources and the Cigna Foundation.

Cigna annually publishes a corporate responsibility report, Cigna Connects, highlighting our corporate responsibility goals and initiatives. Cigna Connects covers areas such as Cigna’s practices around ethics and governance, diversity, privacy and information protection, environmental sustainability, and our Cigna Foundation. Cigna Connects is presented to the Corporate Governance Committee, which reviews the report with the Board. We encourage our shareholders to review our most current report, which is available on Cigna’s website at www.cigna.com/about-us/corporate-responsibility/report/.

Cigna has received many recognitions for our responsible business practices, including being named to Corporate Responsibility Magazine’s 100 Best Corporate Citizens List, our listing on the MSCI Sustainability Index and FTSE4Good Index, and our “Innovation in Advancing Health Equity” award from the National Business Group on Health.

Cigna’s corporate responsibility efforts are focused on the following key issue areas:

Health and Well-Being. Cigna’s goal is to make health care better for all, by striving to build a sustainable health care system for whole person health that lowers health risks, fosters health equality, improves health status and promotes preventative health interventions. For example, Cigna is committed to being a national leader on modernizing the approach to the prevention, treatment and communication of substance use disorders, and reduced opioid usage among our customers by 25% between 2016 and 2018, one year ahead of its 2019 goal. Cigna is addressing the needs of our communities through efforts such as empowering veterans to address difficult health and life circumstances and our free biometric screenings through our mobile Cigna Health Improvement Tour. In 2018, we provided more than 14,000 free Cigna Health Improvement Tour biometric screenings (blood pressure, cholesterol, blood sugar and body-mass index) and health coaching to participants in 137 locations.

Environment. As a health service company, Cigna takes a precautionary approach to its environmental sustainability efforts, recognizing that environmental stewardship can have a health impact and also make sound business sense. We currently have 17 LEED certified buildings and 18 sites are enrolled in the U.S. Environmental Protection Agency’s ENERGY STAR® program. Annually, Cigna’s greenhouse gas emissions data is verified by an independent third party expert. Cigna considers managing the risks and opportunities associated with climate change and resource scarcity as a significant aspect of our corporate responsibility platform. Our Environmental Policy Statement, which is described in greater detail in the

Corporate Responsibility section of www.cigna.com, outlines our environmental sustainability policies and practices.

Ethical and Inclusive Business Practices. We strive to foster relationships with various stakeholders to help us better understand their priorities and to further Cigna’s goal of bringing positive changes in areas such as human capital, diversity and inclusion, supply chain management, stakeholder engagement and human rights. Cigna seeks to partner with organizations that are guided by similar principles. We request that our suppliers act in an ethical and socially responsible manner in the conduct of their business. As an example of our focus on inclusive business practices, in 2018, we continued our Supplier Mentor Protégé Program to proactively engage with businesses in the communities in which we live and work. This unique program allows our suppliers to apply the skills and expertise of Cigna. This program, consisting of certified minority, veteran and LGBT business enterprises, provides one-on-one mentoring with Cigna management, and insights into growth strategies and best practices to help grow their businesses.

Commitment to Diversity and Inclusion and Equitable Pay

We recognize that our continued success depends on the collective strengths of our employees. At Cigna, individual differences represent a mosaic of opportunities, and diversity and inclusion as a long-term business strategy will help drive the future success of the company. We take great pride in our diverse and talented workforce and are committed to being an employer of choice for diverse talent. This commitment is demonstrated through our programs and practices to attract, retain and reward our employees. Our Board of Directors, or a committee of the Board, is updated routinely by management on our diversity and inclusion programs and progress.

We recruit, hire, train and promote persons in all job titles and work to ensure that all personnel actions are administered without regard to an employee’s race, ethnicity, gender, sexual orientation, or any other such characteristics. We seek to recruit diverse candidates at all stages of their careers and through a variety of venues and programs, including at national conferences for various diversity organizations. We push ourselves to increase representation of women and people of color particularly in middle and senior management roles. In 2018, we developed and launched a virtual “Unconscious Bias” training to help ensure that decisions around hiring and promotions are focused on abilities and qualifications. Our ongoing diversity and inclusion programs, which are detailed in our Corporate Responsibility Report, have been recognized by leading organizations. For additional information regarding our commitment to Board diversity, see “Election of Directors — Commitment to Board Diversity.”

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Cigna is committed to pay equity. Our compensation opportunities are defined for each job level based on market and benchmarking data and we have removed compensation inquiries from our job applications. We proactively monitor our pay practices for potential disparities with respect to gender and race, including conducting an annual review directed by outside counsel. This annual review considers multiple factors as determinants of compensation. We evaluate the results, take action as warranted and report our progress to the People Resources Committee on an annual basis.


At Cigna, we are committed
to being an employer of
choice for diverse talent.
Cigna is committed to
equitable pay.


The Cigna Foundation

The Cigna Foundation, established more than 50 years ago, carries out our corporate philanthropy goals of bringing Cigna’s mission and brand promise to life for individuals and communities around the globe. The Cigna Foundation accomplishes these goals through strategically focused charitable grants to nonprofit organizations whose work enhances the health of individuals and families and the well-being of their communities. Cigna’s World of Difference grants center around collaborations with nonprofits pursuing projects that help people overcome barriers to their health and well-being related to factors such as ethnicity, race, gender, age, education, economic status or place of residence. Many of these grants support programs that utilize community health workers who bridge the gaps between specific groups of people and the health care system. In 2018, the Cigna Foundation funded 90 grants to support innovative health solutions that work to improve health equity and respond to community needs in ways that are sustainable, scalable and effective.

Cigna and Express Scripts share a commitment to supporting local communities and improving societal health. In furtherance of this commitment, we announced a $200 million investment in our foundation and our communities. In January 2019, we launched Healthier Kids for Our Future, a $25 million five-year global initiative to improve the health and well-being of children. Cigna’s 74,000 global employees will work together to put children on a healthier path, starting with reducing childhood hunger and improving nutrition in local communities.

ANNUAL POLITICAL CONTRIBUTIONS AND LOBBYING ACTIVITY REPORT

Cigna is committed to transparency and strives to provide clarity about our goals and positions related to the Company’s federal and state lobbying and advocacy efforts, as well as why we believe active engagement in the public policy arena is important to our mission, business and customers. Cigna has engaged with shareholders to gain feedback regarding desired political contribution disclosure and published its first annual political contributions and lobbying activity report in 2011. Our report provides information on our overall lobbying framework, including the areas in which we focus our advocacy efforts and why we believe active engagement in the public policy arena is necessary to support the achievement of our mission, the success of our business and the well-being of our customers. The report also provides information about: (1) direct political contributions that Cigna makes at a corporate level; (2) contributions that Cigna makes through the Cigna Political Action Committee; and (3) the total amount of dues paid to any industry trade association to which Cigna pays $50,000 or more in annual dues, as well as the portion of any such dues that such trade associations inform us are allocable to any non-deductible lobbying expenses. The Corporate Governance Committee oversees Cigna’s political and lobbying activities. The Company updates the report annually and we encourage you to review our 2018 report which is available on Cigna’s website at www.cigna.com/about-us/corporate-governance/.

CERTAIN TRANSACTIONS

Transactions with Related Persons

Cigna has not adopted a written policy concerning the review, approval or ratification of related person transactions. Cigna compiles information about transactions between Cigna and Cigna’s directors, director nominees, executive officers and any immediate family members and affiliated entities identified by directors, director nominees and executive officers as having any form of relationship with Cigna, as well as shareholders that identified themselves since the beginning of 2018 as beneficially owning more than 5% of Cigna’s common stock. Cigna’s Office of the Corporate Secretary analyzes the nature of any transaction to determine whether the transaction may require disclosure under SEC rules as a related person transaction. On an annual basis, the Corporate Governance Committee reviews the analysis prepared by the Company, and presents its assessment to the full Board of Directors.

Based on this review, there are no related person transactions in 2018 requiring disclosure under SEC rules.

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Compensation Committee Interlocks and Insider Participation

The People Resources Committee is composed of three independent directors: William D. Zollars (Chair), Kathleen M. Mazzarella and Eric C. Wiseman. There are no compensation committee interlocks.

Non-Employee Director Compensation

 

   

OVERVIEW

Cigna’s director compensation program is designed to attract and retain highly qualified independent directors, by addressing the time, effort, expertise and accountability required of active board membership. The Board believes that the director compensation program:

aligns with shareholder interests because it includes a significant equity-based compensation component, the value of which is tied to Cigna’s stock price; and
is competitive based on the work required of directors serving on the board of an entity of the Company’s size, complexity and scope.

The Corporate Governance Committee’s charter provides that it will periodically review director compensation and assist the Board in the administration of director compensation plans. The Board approves the amount and form of director compensation. The Corporate Governance Committee may from time to time engage an independent compensation consultant to assist in its review of director compensation.

DIRECTOR COMPENSATION PROGRAM

The Corporate Governance Committee reviews Cigna’s non-employee director compensation program on an annual basis. In July 2018, the Corporate Governance Committee engaged Pay Governance, an independent compensation consultant, to review the then-current director compensation program. Pay Governance reviewed the level of compensation paid as part of the director compensation program, as well the mix and type of pay vehicles used. As part of this review, the Corporate Governance Committee reviewed benchmarking data from the Company’s 2018 compensation peer group (as described in “Executive Compensation Policies and Practices — Peer Groups” in the CD&A), as well as the top 200 companies of the S&P 500. At this time, the Corporate Governance Committee also compared the Cigna director compensation program to the Express Scripts director compensation program. Following this review, the Corporate Governance Committee decided not to make any changes to the director compensation program for Cigna on a stand-alone basis at that time.

The following chart summarizes the retainer compensation provided to directors in 2018 for their service on Cigna’s Board and its committees. Our CEO is the only employee who currently serves as a director and did not receive payment for service as a director. There is no retainer for service on the Executive Committee. All retainer payments are made in equal, quarterly installments.

RETAINER TYPE
ANNUAL AMOUNT
METHOD OF PAYMENT
Board (other than the Chairman of the Board)
$
180,000
 
Cigna common stock
$
95,000
 
Cash
Chairman of the Board
$
180,000
 
Cigna common stock
$
320,000
 
Cash
Committee chair
$
15,000
 
Cash
Committee member
$
10,000
 
Cash

In October 2018, the Corporate Governance Committee, with the assistance of Pay Governance, evaluated the director compensation program in light of the Express Scripts merger. As part of this review, the Corporate Governance Committee reviewed benchmarking data from the post-merger compensation peer group and general industry peer group (each as described in “Executive Compensation Policies and Practices — Peer Groups”). Similar to the review in July 2018, the Committee considered both the level of compensation paid, as well as the mix and type of pay vehicles used. This analysis considered all elements of director compensation including: annual board and committee retainers, board and committee meetings fees, stock-based compensation, stock ownership guidelines and compensation for non-executive board chairpersons.

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Following this review, the Board approved the following director compensation program, effective January 1, 2019. Similar to the prior director compensation program, there is no retainer for service on the Executive Committee and no compensation is paid under this program for directors that are also employees of the Company. In addition, the Board eliminated committee membership retainers.

RETAINER TYPE
ANNUAL AMOUNT
METHOD OF PAYMENT
Board (other than the Chairman of the Board)
$
190,000
 
Cigna common stock
$
120,000
 
Cash
Chairman of the Board
$
230,000
 
Cigna common stock
$
320,000
 
Cash
Committee chair
$
25,000
 
Cash

Deferral of Payments

Under the Deferred Compensation Plan of 2005 for Directors of Cigna Corporation (Deferral Plan), directors may elect to defer the payment of the cash and/or common stock portion of their annual retainers. Deferred common stock compensation is credited to a director’s deferred compensation account as a number of shares of hypothetical common stock and ultimately paid in shares. Deferred cash compensation is ultimately paid in cash, and directors have a choice of hypothetical investment funds whose rates of return are credited to that account. These funds include a Cigna stock fund and several other funds selected from those offered to all Cigna employees under the Cigna 401(k) Plan. Directors may elect to receive payments under the Deferral Plan in a lump sum or installments. Lump sum payments are made, or payment installments begin, in January of the year following a director’s separation from service.

Stock Ownership Guidelines

Cigna requires directors to maintain a stock ownership level of at least five times the value of the cash portion of the annual board retainer (currently $600,000) in value of Cigna common stock. Under the guidelines, directors have five years from their election to the Board to satisfy this ownership obligation. Common stock, deferred common stock, restricted stock units and hypothetical shares of Cigna common stock held by a director count toward the stock ownership guidelines for directors whose service started before February 2014. Directors whose service started after February 2014 may only count common stock and deferred common stock for compliance with stock ownership guidelines. As of December 31, 2018, all of the directors are in compliance with the stock ownership guidelines and each of our directors met or exceeded their ownership requirements or are within the five-year share accumulation period.

Financial Planning and Matching Charitable Gift Programs

Directors may participate in the same financial planning and tax preparation program available to Cigna executive officers. Under this program, Cigna will make direct

payments or reimburse directors for financial planning services that are provided by firms designated by Cigna and for tax preparation services in the amount of up to $6,500 annually. Each director whose service started before 2006 and has at least nine years of board service upon separation from service also is eligible for direct payments or reimbursement in the amount of up to $5,000 for financial planning and tax preparation services during the one-year period following separation from service.

Directors also may participate in the matching charitable gift program available to Cigna employees, under which Cigna will make a matching charitable gift of up to $5,000 annually. In addition, upon a director’s retirement, in recognition of the retiring director’s service, the Board may make a donation in the amount of $10,000 to a charitable organization of the director’s choice.

Insurance Coverage

Cigna provides each director, on the same basis as employees and at no cost to the director, group term life insurance coverage equal to the annual Board retainer ($275,000 during 2018), and business travel accident insurance coverage equal to three times the annual Board retainer ($825,000 during 2018). Beginning in 2018, Cigna provides $1 million of personal umbrella liability insurance coverage for directors. The Company did not provide personal umbrella liability insurance coverage for the five directors that joined Cigna during 2018. Directors may purchase additional coverage at the group rate.

Directors also may purchase or participate in, by paying premiums on an after-tax basis, additional life insurance, medical care, long-term care, property/casualty personal lines and various other insurance programs available on a broad basis to Cigna employees. Directors also may elect to purchase worldwide emergency assistance coverage. This program, which provides international emergency medical, personal, travel and security assistance, also is available to Cigna executive officers and certain other Cigna employees who frequently travel abroad for business.

Cigna provides each retired director whose service started before 2006 and who has at least nine years of Board

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service upon separation from service with $10,000 of group term life insurance coverage, with premiums paid by Cigna. In addition, these directors may also participate for two years following separation from service in the medical

care programs currently offered by Cigna to retired employees, with premiums paid by the director on an after-tax basis.

DIRECTOR COMPENSATION TABLE FOR 2018

The table below includes information about the compensation paid to non-employee directors in 2018. Mr. Cordani, the only Company employee on the Board of Directors, does not receive any director compensation for his Board service.

Name
Fees Earned
or Paid in Cash
($)
Stock
Awards
($)
All Other
Compensation
($)
Total
Compensation
($)
(a)
(b)
(c)
(d)
(e)
William J. DeLaney(1)
 
28,750
 
 
36,441
 
 
23
 
 
65,214
 
Eric J. Foss
 
115,000
 
 
180,000
 
 
629
 
 
295,629
 
Elder Granger, M.D.(1)
 
28,750
 
 
36,441
 
 
23
 
 
65,214
 
Isaiah Harris, Jr.
 
320,000
 
 
180,000
 
 
1,183
 
 
501,183
 
Jane E. Henney, M.D.(2)
 
60,000
 
 
90,000
 
 
5,914
 
 
155,914
 
Roman Martinez IV
 
120,000
 
 
180,000
 
 
1,676
 
 
301,676
 
Kathleen M. Mazzarella(1)
 
28,750
 
 
36,441
 
 
23