UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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☐ | Soliciting Material under § 240.14a-12 |
Cigna Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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20 1 8 PROXY STATEMENT 913017_Proxy_Statement_cover_v7-Single pgs.indd 1 People Purpose performance 2/28/18 10:38 AM
March 16, 2018
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 around the globe, we are pleased to cordially invite you to attend our 2018 Annual Meeting of Shareholders to be held on April 25, 2018. The attached Notice of 2018 Annual Meeting of Shareholders and Proxy Statement contains important information about the business to be conducted at the Annual Meeting.
2017 marked another consecutive year of delivering strong, differentiated results, while generating considerable momentum for 2018 and the years ahead. This exceptional performance reflects the efforts of an exceptionally talented Cigna team individuals who are proud to serve as champions on behalf of our customers and communities around the world.
In support of Cignas belief that our communities play an essential role in meeting the health and wellness needs of individuals, we continue to take leadership roles to confront a number of societal challenges. Cigna is addressing the needs of our friends, families and neighbors through efforts such as combatting the opioid crisis in partnership with providers, empowering veterans to address difficult health and life circumstances and establishing a multi-city health improvement tour to bring free health screenings nationwide.
We continue to be led by our Go strategy, which we adopted in 2009 and evolved in mid-2017 to Go Deeper, Go Local and Go Beyond to further accelerate our ability to drive significant value creation for our customers, clients, partners, communities and shareholders. By consistently and effectively executing on our Go strategy over this extended period of time, we have proven that we can actively align Cigna with the needs of our diverse stakeholders and succeed in an evolving, highly dynamic and disruptive global marketplace.
Enhancing this strategy is our continued commitment to innovation, a relentless focus on serving our customers, and a drive to be a convener for both organizations and individuals across an increasingly complex landscape. Taken together with our unwavering mission to improve the health, well-being and sense of security of those we are privileged to serve, we are solidifying Cignas role as a partner of choice, and are creating value for stakeholders across the markets where we compete.
Our ability to create and deliver this value is clearly reflected in our financial performance and in our ability to deliver competitively attractive top and bottom line growth, as well as earning the right to serve more than 95 million customer relationships around the world.
As we enter 2018, Cignas strong capital position and flexibility further enable our organization to drive attractive earnings and customer growth both in 2018 and over the long-term.
To position us for continued strong performance, this year we named five tenured and proven leaders to our enterprise leadership, allowing us to further emphasize our focus on customer engagement, local markets and value-based partnerships.
Our Board of Directors, comprised of individuals with diverse experiences and skills, remains committed to strong corporate governance as a framework for financial integrity, shareholder transparency and competitively attractive performance. In consideration of the vote on the shareholder proposal regarding proxy access at the last annual meeting and following outreach to shareholders, in December 2017 the Board adopted proxy access, representing a significant enhancement of shareholder rights.
Your vote is very important. Whether or not you plan to attend the 2018 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 | /s/ Isaiah Harris, Jr. | |
David M. Cordani
President and Chief Executive Officer |
Isaiah Harris, Jr.
Chairman of the Board |
NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS
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DATE AND TIME: | Wednesday, April 25, 2018 at 8:00 a.m.
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PLACE: | Delamar Hotel, Ballroom 1 Memorial Road West Hartford, Connecticut 06107
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ITEMS OF BUSINESS: | Proposal 1: Election of nine 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 Companys independent registered public accounting firm for 2018.
Proposal 4: Approval of an amendment to the Companys Restated Certificate of Incorporation to eliminate the supermajority voting requirement.
Consideration of any other business properly brought before the meeting.
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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 26, 2018.
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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 16, 2018 | By order of the Board of Directors, | |||
/s/ Neil Boyden Tanner Neil Boyden Tanner | ||||
Corporate Secretary |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on April 25, 2018
The Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended December 31, 2017 are available at www.envisionreports.com/ci.
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PROXY STATEMENT SUMMARY | 1 | |||
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COMPENSATION MATTERS | 29 | |||
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PROCESSES AND PROCEDURES FOR DETERMINING EXECUTIVE COMPENSATION |
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AUDIT MATTERS | 71 | |||
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 3) |
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PROPOSAL TO AMEND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENT (PROPOSAL 4) | 75 | |||
OWNERSHIP OF CIGNA COMMON STOCK | 76 | |||
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ANNUAL MEETING INFORMATION | 79 | |||
ANNEX A NON-GAAP MEASURES | A-1 | |||
ANNEX B SURVEY DATA FOR PRESIDENT INTERNATIONAL MARKETS | B-1 | |||
ANNEX C GENERAL INDUSTRY PEER GROUP | C-1 | |||
APPENDIX A RESTATED CERTIFICATE OF INCORPORATION | Appendix-A |
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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 2017 Annual Report before you vote.
Mission and Strategy
Cignas mission is dedicated to improving the health, well-being and sense of security of the individuals we serve through our more than 95 million customer relationships around the globe. Since 2009, our strategic focus in support of our mission has been to Go Deep, Go Global and Go Individual.
To further accelerate the differentiated value we deliver for our customers, clients, partners and communities, we have evolved this strategy 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 sense of security of the people we serve
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Our Strategy | ||
Go Deeper: | To expand and deepen our customer, client and partner relationships; depth in targeted sub-segments, 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
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How We Will Win | ||
Cigna is a growth company with a proven track record of strong top-line and bottom-line growth and a clear, focused strategy. We create value by delivering differentiated and innovative solutions to our customers, clients and partners. We have an attractive, long-term outlook, enabled by the significant opportunity in our existing businesses, our strong talent, capabilities and capital position.
We also believe that our corporation has a social responsibility, and that we can work to actively address gaps in health and well-being to help individuals in the markets where we operate around the world. Our perspective is that companies like Cigna can partner more with communities to contribute and make a difference.
On March 8, 2018, Cigna and Express Scripts Holding Company entered into a definitive agreement whereby Cigna will acquire Express Scripts.
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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PROXY STATEMENT SUMMARY
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Business Performance
In 2017, consolidated revenue increased 5% to $41.6 billion, as we continued to focus on our mission to improve the health, well-being and sense of security of the people we serve. Shareholders net income for 2017 was $2.2 billion, compared to $1.9 billion for 2016. Consolidated adjusted income from operations* for 2017 was $2.7 billion, compared to $2.1 billion in 2016, reflecting increased earnings contributions from each of our business segments. Our results included strong performance across each of our priority growth platforms Commercial Employer, U.S. Seniors, Global Supplemental Benefits, and Group Disability and Life. These results provide us with momentum for continued growth in 2018.
* | We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2017 for more complete financial information. Consolidated adjusted income from operations is a measure of profitability used by Cignas management because it presents the underlying results of operations of Cignas businesses and permits analysis of trends in underlying revenue, expenses and shareholders net income. This consolidated measure is 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 measure, shareholders net income. Shareholders net income was $1.5 billion, $2.1 billion, $2.1 billion, $1.9 billion and $2.2 billion for the years ended December 31, 2013, 2014, 2015, 2016 and 2017, respectively. For a reconciliation of consolidated adjusted income from operations to shareholders net income, see Annex A. |
Total Shareholder Return
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Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
PROXY STATEMENT SUMMARY
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Board of Directors
CURRENT DIRECTORS
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AGE
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OCCUPATION
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COMMITTEE MEMBERSHIPS
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David M. Cordani
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52
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President and Chief Executive Officer of Cigna
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Executive
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Eric J. Foss
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59
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Chairman, President and Chief Executive Officer of ARAMARK Corporation
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Corporate Governance People Resources
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Isaiah Harris, Jr.
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65
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Former President and Chief Executive Officer of AT&T Advertising & Publishing East
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Chairman of the Board Executive (Chair)
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Jane E. Henney, M.D.(1)
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70
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Former Senior Vice President, Provost and Professor of Medicine, University of Cincinnati College of Medicine
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Corporate Governance (Chair) Audit Executive
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Roman Martinez IV
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70
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Private Investor
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Audit (Chair) Executive Finance
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John M. Partridge
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68
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Former President of Visa, Inc.
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Finance (Chair) Executive People Resources
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James E. Rogers
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70
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Former Chairman, President and Chief Executive Officer of Duke Energy Corporation
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Audit Finance
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Eric C. Wiseman
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62
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Former Executive Chairman, President and Chief Executive Officer of VF Corporation
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Finance People Resources
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Donna F. Zarcone
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60
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President and Chief Executive Officer of The Economic Club of Chicago
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Audit Corporate Governance
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William D. Zollars
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70
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Former Chairman, President and Chief Executive Officer of YRC Worldwide, Inc.
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People Resources (Chair) Executive Corporate Governance
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(1) | On March 12, 2018, Dr. Henney informed the Company of her intention to not seek re-election as a Director in light of her role as Lead Independent Director of AmerisourceBergen Corporation and Cignas announcement regarding the proposed acquisition of Express Scripts Holding Company. |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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PROXY STATEMENT SUMMARY
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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. The Office of the Corporate Secretary engages with shareholders on issues related to corporate governance, executive compensation and social responsibility. In 2017, the Office of the Corporate Secretary engaged in extensive outreach with shareholders, particularly regarding proxy access, as further described on page 16. During these meetings, shareholders also expressed an interest in learning more about our board refreshment plans and our corporate responsibility efforts. As a result, we have included additional disclosure on these topics, which can be found on pages 9 and 23, respectively.
In 2017, the Board, after a full evaluation that included outreach to Cignas largest shareholders and consideration of the vote on the shareholder proposal regarding proxy access at the 2017 annual meeting of shareholders, implemented proxy access. As a result, a shareholder or a group of up to 20 shareholders owning 3% or more of Cignas outstanding common stock continuously for at least three years may nominate and include in the Companys proxy materials director nominees constituting up to the greater of 20% of the Board or two individuals, provided the shareholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws. The Board believes that this proxy access bylaw framework provides meaningful proxy access rights, reflects generally accepted governance practices around proxy access and is consistent with the overall feedback we received as part of our shareholder engagement.
In February 2018, the Board approved an amendment to the Companys Restated Certificate of Incorporation to eliminate the supermajority vote provision, subject to shareholder approval at this Annual Meeting. Following shareholder approval, the Board will amend the By-Laws to eliminate a similar supermajority voting requirement in our By-Laws. Thereafter, all supermajority voting provisions will have been removed and shareholders may amend all provisions of the Restated Certificate and the By-Laws by the affirmative vote of a majority of the Companys outstanding common stock.
At the 2016 annual meeting of shareholders, the phased implementation of the Boards declassified structure began and, beginning with this Annual Meeting, all directors are elected to one-year terms and the classified structure is fully eliminated.
KEY GOVERNANCE PRACTICES
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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, 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 | |||
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Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
PROXY STATEMENT SUMMARY
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Executive Compensation
Cignas 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 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, growth and operating expense efficiency to support investment in innovation, customer loyalty and stock performance.
In 2017, our shareholders cast advisory votes in favor of our executive compensation program, with approximately 93% of votes cast in favor.
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Double trigger requirement for change of control benefits
No tax gross-up of severance pay upon a change of control
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 holding requirements for equity awards to align executives interests with shareholders
Prohibition of hedging of Cigna stock by all directors, executive officers and employees, and restrictions on pledging of Cigna stock by directors and Section 16 officers
A disgorgement of awards (clawback) policy beyond the mandates of Sarbanes-Oxley |
Management of 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
No excessive perquisites
Oversight by the People Resources Committee 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 |
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The target pay mix for the Chief Executive Officer and the other named executive officers during 2017 reflects our executive compensation philosophy that emphasizes performance-based compensation over fixed compensation. The percentages shown below are targets only and will not match the percentages calculable from the actual compensation paid as reflected in the Summary Compensation Table.
CEO TARGET PAY MIX |
OTHER NEO AVERAGE TARGET PAY MIX |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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PROXY STATEMENT SUMMARY
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Voting Matters and Board Recommendations
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PROPOSALS
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BOARD
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Proposal 1. Election of Directors.
The Board and the Corporate Governance Committee believe that the nine 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 as part of the most recent Board evaluation, each director nominee has proven leadership ability, good judgment and has been an active and valued participant on the Board during his or her tenure. |
FOR each of the nominees | |
Proposal 2. Advisory Approval of Executive Compensation.
The Board believes that Cignas 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 Cignas performance and rewarding our executive officers for the creation of long-term value for Cignas 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. |
FOR | |
Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2018.
The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as Cignas independent registered public accounting firm for 2018. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Companys 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. |
FOR | |
Proposal 4. Approval of an Amendment to the Companys Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirement.
The Board recognizes that the elimination of the supermajority vote required to amend Section 2 of Article III of the Companys By-Laws, which relates to the number, qualifications, election and term of office of the Board of Directors, aligns with best practices in corporate governance. |
FOR | |
2018 Annual Meeting of Shareholders Wednesday, April 25, 2018 8:00 a.m. Delamar Hotel, Ballroom 1 Memorial Drive West Hartford, Connecticut 06107
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Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE MATTERS
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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 Cignas 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 Boards annual evaluation and as part of each individual Directors evaluation. In developing these areas of expertise, the Board also considered the skills necessary to support the business strategy and the skills and experiences reflected on the boards of companies within Cignas peer group, as well as best practices among other large companies. The Board regularly reviews the identified areas to ensure they support changes in the Companys strategy and the Boards 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
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Understand Cignas 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
Boards evaluation of executive talent, compensation and succession |
Contribute effectively to the Boards assessment of strategy and risk
Share expertise, experience, knowledge and insights on matters before the Board
Advance Cignas 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 |
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Qualifications, Characteristics, Skills and Experience of Every Director
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Good judgment and strong commitment to ethics and integrity
Ability to analyze complex business and public policy issues and provide relevant input concerning the Companys business strategy
Free from conflicts of interest |
Ability to assess different risks and impact on shareholder value
Contribution to the Boards overall diversity of thought
High degree of achievement in their respective fields |
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While the Board does not have a formal policy with regard to diversity, the Board remains committed to diversity and the Corporate Governance Committee works to ensure that the Board is comprised of individuals with expertise in fields relevant to Cignas business, experience from different professions and industries, a diversity of age, ethnicity, gender and global experience and a range of tenures. The Board believes that a range of tenure allows both new perspective and continuity. This continuity has proven beneficial given the complexities of, and the significant change and uncertainty in, the health care industry over the past several years.
The above tables show the diversity of our nine independent board members.
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Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE MATTERS
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AREAS OF EXPERTISE REFLECTED ON CIGNAS
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, Cignas business involves complex financial transactions.
Healthcare 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 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.
Board Refreshment and Succession Planning
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. 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 regarding the specific backgrounds, skills and experience that would contribute to overall Board and committee effectiveness.
In 2017, the Corporate Governance Committee began a long-term board refreshment plan. The Corporate Governance Guidelines require that directors retire no later than the annual meeting of shareholders coinciding with or following his or her 72nd birthday. As a result, within the next five years, four of the directors nominated for election are expected to retire from the Board. To assist with board refreshment planning, the Corporate Governance Committee engaged Russell Reynolds Associates, Inc. to provide advisory services related to board succession planning and to assist with the recruitment of director candidates. The plan includes a needs assessment and an interview with each director to understand his or her perspective on Cignas strategy, the culture of the Board and the Boards relationship with management, and to seek the Boards views on the skills that may be relevant in the coming years and in light of upcoming retirements. The Corporate Governance Committee is focused on identifying candidates that possess skills and qualifications that will support the Companys short- and long-term strategy, while being mindful of the skills that the retiring directors bring to the Board and the ongoing significant complexity and uncertainty within the health care industry. The goal of the refreshment plan 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 diverse culture.
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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CORPORATE GOVERNANCE MATTERS
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Other Practices and Policies Related to Director Service
In addition to working to ensure that the Board is comprised 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 Cignas 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.
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Change in Directors 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.
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Mandatory Retirement Age |
A director is required to retire no later than the annual meeting of shareholders coinciding with or following his or her 72nd birthday.
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Continuing Education for Directors |
The Board is regularly updated on Cignas 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 Cignas Board at Cignas 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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Upon the recommendation of the Corporate Governance Committee, the Board is nominating the nine directors listed below for re-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 nominee, your proxy will be voted for the substitute nominee.
On March 12, 2018, Dr. Henney informed the Company of her intention to not seek re-election as a Director in light of her role as Lead Independent Director of AmerisourceBergen Corporation and Cignas announcement regarding the proposed acquisition of Express Scripts Holding Company. Dr. Henney will leave the Board at the expiration of her current term on April 25, 2018. The Board and Cignas management thank Dr. Henney for her many years of service.
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 contributes 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 Cignas business and strategy.
The Board of Directors unanimously recommends that shareholders vote FOR the nominees listed below. |
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Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE MATTERS
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CORPORATE GOVERNANCE MATTERS
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Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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CORPORATE GOVERNANCE MATTERS
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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 Cignas 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, Corporate Governance, Finance, People Resources and Executive Committees, provide a framework of policies and practices for our effective governance.
The Board and the Corporate Governance Committee review the 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
Director elections 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, 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 |
|||||||
(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.
16 |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE MATTERS
|
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
|
17 |
|
CORPORATE GOVERNANCE MATTERS
|
In February 2018, the Board re-elected Isaiah Harris, Jr. to serve as our independent Chairman. The Board elects the Chairman to a three-year term, expiring at the annual meeting occurring at the end of the third year. Mr. Harris current term as Chairman will expire in April 2021, subject to his annual election to the Board by shareholders. The full Board evaluates the Chairmans 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 |
|||||||||
18 |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE MATTERS
|
BOARD/COMMITTEE
|
PRIMARY AREAS OF RISK OVERSIGHT
| |
Full Board
|
Strategic, financial and execution risks and exposures associated with Cignas business strategy, including 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.
| |
Audit
|
In addition to overseeing Cignas ERM framework, oversees risks related to the Companys financial statements, the financial reporting process, accounting, cyber-security and certain legal and compliance matters. The Audit Committee also oversees the internal audit function and the Companys ethics and compliance program.
| |
Corporate
|
Oversees risks and exposures associated with director succession and refreshment planning, corporate governance and overall Board effectiveness. Also oversees the Companys risks related to political and charitable contributions. In exercising this oversight, the Corporate Governance Committee reviews and discusses financial contributions to such organizations.
| |
Finance
|
Oversees the Companys 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 Companys ERM process.
| |
People Resources Committee
|
Oversees compensation related-risks and management succession planning. For additional information regarding the People Resources Committees role in evaluating the impact of risk on executive compensation, see Processes and Procedures for Determining Executive Compensation Risk Oversight in the Compensation Discussion & Analysis (CD&A).
| |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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19 |
|
CORPORATE GOVERNANCE MATTERS
|
20 |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE MATTERS
|
In 2017, the Board held 11 meetings and the committees of the Board held a total of 33 meetings. At all regular meetings held in 2017, 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 2017. During 2017, Board and committee attendance averaged 93% 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 directors attended the 2017 annual meeting and Mr. Harris chaired the meeting. All directors are expected to attend the Annual Meeting in 2018.
The Board has five committees: Executive, Audit, Corporate Governance, Finance and People Resources. Complete copies of the committee charters are available on Cignas website at www.cigna.com/about-us/company-profile/corporate-governance/.
The composition of the Audit, Corporate Governance, Finance and People Resources Committees is set forth below.
Audit*
|
Corporate Governance
|
Finance
|
People Resources
| |||||
Eric J. Foss
|
✓
|
✓
| ||||||
Jane E. Henney, M.D.
|
✓
|
Chair
|
||||||
Roman Martinez IV
|
Chair #
|
✓
|
||||||
John M. Partridge
|
Chair
|
✓
| ||||||
James E. Rogers
|
✓ #
|
✓
|
||||||
Eric C. Wiseman
|
✓
|
✓
| ||||||
Donna F. Zarcone
|
✓ #
|
✓
|
||||||
William D. Zollars
|
✓
|
Chair
| ||||||
Meetings in 2017
|
9
|
8
|
8
|
8
| ||||
✓ | Committee member |
# | Designated audit committee financial expert as defined in the SEC rules. |
* | All members of the Audit Committee are financially literate within the meaning of the NYSE 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 Dr. Henney and Messrs. Cordani, Martinez, Partridge and Zollars serve on the Executive Committee. In 2017, the Board of Directors did not delegate any actions to the Executive Committee and, therefore, the Executive Committee did not meet in 2017.
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
|
21 |
|
CORPORATE GOVERNANCE MATTERS
|
Committee
|
Responsibilities
| |||
Audit Committee
|
Assesses the qualification and independence of, appoints, compensates, oversees the work of and removes, if appropriate, Cignas 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 compliance with material legal and regulatory requirements, including those that apply to federal and state health care programs.
Oversees the Companys enterprise risk management program and internal audit function and advises the Board on financial and enterprise risks, including risks related to the security of information technology systems.
Maintains procedures for and reviews the receipt, retention and treatment of complaints and concerns regarding accounting, controls, auditing, reporting and disclosure matters.
| |||
Corporate Governance Committee
|
Reviews, advises and reports to the Board on the Boards 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 Companys corporate responsibility and sustainability efforts.
| |||
Finance Committee
|
Oversees the structure and use of Cignas capital.
Oversees Cignas long-term financial objectives and progress against those objectives.
Reviews Cignas strategic operating plan and budget.
Oversees Cignas investment strategy and sets investment policies and guidelines.
Oversees information technology strategy and execution.
| |||
People Resources Committee
|
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 CEOs compensation, evaluates the CEOs performance in light of those established goals and objectives, and based on this evaluation, recommends the CEOs 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 Companys diversity program.
|
22 |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE MATTERS
|
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
|
23 |
|
CORPORATE GOVERNANCE MATTERS
|
24 |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE MATTERS
|
Non-Employee Director Compensation
Cignas 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 current director compensation program:
| aligns with shareholder interests because it includes a significant equity-based compensation component, the value of which is tied to Cignas stock price; and |
| is competitive based on the work required of directors serving on the board of an entity of the Companys size, complexity and scope. |
The Corporate Governance Committees 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.
The Corporate Governance Committee reviews Cignas non-employee director compensation program on an annual basis. The Corporate Governance Committee last engaged an independent compensation consultant in 2011 to assist in the Committees review of director compensation amount and pay mix. As a result of that review, the Board, upon recommendation from the Corporate Governance Committee, approved the current director compensation program, effective January 2012. The Board has not increased compensation since that time.
In 2017, the Board and the Corporate Governance Committee reviewed the director compensation program and did not make any changes. As part of this review, the Corporate Governance Committee reviewed benchmarking data from the Companys compensation peer group (as described in Executive Compensation Policies and Practices 2017 Peer Groups in the CD&A), as well as the top 200 companies of the S&P 500, to ensure that our pay practices were competitive and aligned with those companies.
The following chart summarizes the retainer compensation provided to directors for their service on Cignas Board and its committees. A director who also is an employee of the Company does not receive payment for service as a director. The CEO is the only employee who currently serves 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
|
$275,000
|
Cigna common stock ($180,000)
Cash ($95,000)
| ||
Chairman of the Board
|
$225,000
|
Cash
| ||
Committee chair
|
$ 15,000
|
Cash
| ||
Committee member
|
$ 10,000
|
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 directors 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 directors separation from service.
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
|
25 |
|
CORPORATE GOVERNANCE MATTERS
|
26 |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
CORPORATE GOVERNANCE MATTERS
|
DIRECTOR COMPENSATION TABLE FOR 2017
The table below includes information about the compensation paid to non-employee directors in 2017. 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 ($) |
TOTAL ($) | ||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
| ||||||||||||||||
Eric J. Foss
|
|
115,000
|
|
|
180,000
|
|
|
365
|
|
|
295,365
|
| ||||||||
Michelle D. Gass(1)
|
|
28,750
|
|
|
45,000
|
|
|
61
|
|
|
73,811
|
| ||||||||
Isaiah Harris, Jr.
|
|
320,000
|
|
|
180,000
|
|
|
918
|
|
|
500,918
|
| ||||||||
Jane E. Henney, M.D.
|
|
120,000
|
|
|
180,000
|
|
|
6,157
|
|
|
306,157
|
| ||||||||
Roman Martinez IV
|
|
120,000
|
|
|
180,000
|
|
|
1,373
|
|
|
301,373
|
| ||||||||
John M. Partridge
|
|
120,000
|
|
|
180,000
|
|
|
5,365
|
|
|
305,365
|
| ||||||||
James E. Rogers
|
|
115,000
|
|
|
180,000
|
|
|
820
|
|
|
295,820
|
| ||||||||
Eric C. Wiseman
|
|
115,000
|
|
|
180,000
|
|
|
820
|
|
|
295,820
|
| ||||||||
Donna F. Zarcone
|
|
115,000
|
|
|
180,000
|
|
|
6,316
|
|
|
301,316
|
| ||||||||
William D. Zollars
|
|
120,000
|
|
|
180,000
|
|
|
1,017
|
|
|
301,017
|
| ||||||||
(1) Ms. Gass resigned from the Board of Directors on February 21, 2017.
Fees Earned or Paid in Cash (Column (b))
| In addition to the annual cash retainer for Board service received by each director: |
| Dr. Henney and Messrs. Martinez, Partridge and Zollars each served as a committee chair and as a member of another committee. |
| Ms. Zarcone and Messrs. Foss, Rogers and Wiseman each served as a member of two committees. |
| Mr. Harris served as Chairman of the Board. |
| Director fees listed in this column may be deferred by directors under the Deferral Plan (see Deferral of Payments above). |
Stock Awards (Column (c))
Column (c) lists the aggregate grant date fair value of Cigna common stock awarded to directors as part of their Board retainer, computed in accordance with FASB Accounting Standards Codification (ASC) Topic 718, applying the same model and assumptions that Cigna applies for financial statement reporting purposes as described in Note 16 to Cignas consolidated financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2017 (disregarding any estimates for forfeitures). Common stock awards listed in this column may be deferred by directors under the Deferral Plan. See Director Ownership below for amounts and a description of equity-based awards outstanding as of December 31, 2017.
All Other Compensation (Column (d))
Column (d) includes:
| reinvested dividends on certain share equivalent awards and on deferred Cigna common stock, and dividends paid in cash on restricted stock units, as described below under Director Ownership; |
| matching charitable awards made by Cigna as part of its matching gift program (also available on a broad basis to Cigna employees) in the amount of $5,000 each for Dr. Henney, Ms. Zarcone and Mr. Partridge; and |
| the dollar value of Company-paid life insurance premiums for all directors. |
There were no perquisites or personal benefits provided to non-employee directors that exceeded $10,000, as permitted by SEC rules.
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
|
27 |
|
CORPORATE GOVERNANCE MATTERS
|
The table shows Cigna securities held by each non-employee director as of December 31, 2017. The value of these securities was calculated using $203.09, which was Cignas closing stock price on December 29, 2017, the last business day of the year.
NAME
|
COMMON STOCK (a)
|
DEFERRED COMMON STOCK (b)
|
RESTRICTED STOCK UNITS (c)
|
HYPOTHETICAL SHARES OF COMMON STOCK (d)
|
TOTAL OWNERSHIP (e)
|
TOTAL OWNERSHIP VALUE (f)
| ||||||||||||||||||||||||
Eric J. Foss
|
|
13,413
|
|
|
|
|
|
|
|
|
|
|
|
13,413
|
|
$
|
2,724,046
|
| ||||||||||||
Isaiah Harris, Jr.
|
|
1,937
|
|
|
|
|
|
13,500
|
|
|
23,255
|
|
|
38,692
|
|
$
|
7,857,958
|
| ||||||||||||
Jane E. Henney, M.D.
|
|
1,836
|
|
|
|
|
|
13,500
|
|
|
19,024
|
|
|
34,360
|
|
$
|
6,978,172
|
| ||||||||||||
Roman Martinez IV
|
|
9,496
|
|
|
22,780
|
|
|
13,500
|
|
|
15,423
|
|
|
61,199
|
|
$
|
12,428,905
|
| ||||||||||||
John M. Partridge
|
|
33,267
|
|
|
|
|
|
|
|
|
|
|
|
33,267
|
|
$
|
6,756,195
|
| ||||||||||||
James E. Rogers
|
|
|
|
|
37,520
|
|
|
|
|
|
11,299
|
|
|
48,819
|
|
$
|
9,914,651
|
| ||||||||||||
Eric C. Wiseman
|
|
4,200
|
|
|
12,117
|
|
|
|
|
|
3,652
|
|
|
19,969
|
|
$
|
4,055,504
|
| ||||||||||||
Donna F. Zarcone
|
|
5,971
|
|
|
8,230
|
|
|
13,500
|
|
|
2,797
|
|
|
30,498
|
|
$
|
6,193,839
|
| ||||||||||||
William D. Zollars
|
|
212
|
|
|
|
|
|
13,500
|
|
|
9,784
|
|
|
23,496
|
|
$
|
4,771,803
|
| ||||||||||||
Deferred Common Stock (Column (b))
Column (b) includes the equity portion of the 2017 and any previous years Board retainer granted in Cigna common stock or deferred stock units that have been deferred under the Deferral Plan.
Restricted Stock Units (Column (c))
Column (c) includes restricted stock units that were issued in April 2014 upon the cancellation and exchange of 13,500 restricted share equivalents held by each of Dr. Henney, Ms. Zarcone and Messrs. Harris, Martinez and Zollars. The restricted share equivalents were originally granted pursuant to the terms of the compensation program in place at the times of the directors election to the Board between 2004 and 2006. The restricted share equivalents and the restricted stock units have the same terms and conditions, except that, upon separation of service, the restricted share equivalents would have settled in cash and the restricted stock units will settle in shares of Cigna common stock. The restricted stock units vest after nine years of service or upon reaching age 65. All of these restricted stock units are vested.
Hypothetical Shares of Common Stock (Column (d))
Column (d) includes (1) share equivalents resulting from voluntary deferrals of cash compensation hypothetically invested in the Cigna stock fund; (2) hypothetical shares of Cigna common stock credited to directors restricted deferred compensation accounts under the terms of the retirement plan in effect between 1997 and 2005; and (3) hypothetical shares of Cigna common stock acquired pursuant to a pre-2006 requirement that directors invest or defer a portion of their Board retainer in shares of hypothetical Cigna common stock. Although these securities are not common stock, the value of the hypothetical shares of Cigna common stock credited to a directors deferred compensation account is tied directly to the value of Cigna common stock.
28 |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
|
Advisory Approval of Executive Compensation (Proposal 2)
Our Board is committed to strong governance and recognizes that Cigna shareholders have an interest in our executive compensation policies and practices. Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act) requires that we provide our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers (NEOs). In recognition of the preference of shareholders expressed at our 2011 annual meeting and reaffirmed at our 2017 annual meeting, the Board has held say on pay advisory votes on an annual basis. Consistent with this practice and SEC rules, we are asking you to approve the following advisory resolution:
Resolved, that the shareholders approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed in the Companys Proxy Statement for the 2018 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Executive Compensation Tables and accompanying narrative disclosure.
We believe that our 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 Cignas performance and rewarding our executive officers for the creation of long-term shareholder value. In considering your vote, we encourage you to review the Proxy Statement Summary, the Compensation Discussion and Analysis and the Executive Compensation Tables.
This advisory vote is intended to address our overall compensation policies and practices related to the NEOs rather than any specific element of compensation. 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.
The Board of Directors unanimously recommends that shareholders vote FOR the advisory approval of the Companys executive compensation. |
||||||||
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
|
29 |
|
COMPENSATION MATTERS
|
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) describes the compensation policies, programs and decisions regarding our named executive officers (NEOs) for 2017, who include our Chief Executive Officer, Chief Financial Officer, the three most highly-compensated executive officers as of the end of 2017, as well as our former Chief Financial Officer and one other executive officer who retired during 2017. The People Resources Committee (the Committee) is charged with oversight of the Companys executive compensation policy and plans and makes all compensation decisions for our executive officers with the exception of our CEO, for whom the Committee makes recommendations to the Board of Directors. This section also describes why the Committee has chosen each element of compensation and how it made compensation decisions. For 2017, our NEOs are:
NAME
|
TITLE
| |
David M. Cordani
|
President and Chief Executive Officer
| |
Eric P. Palmer(1)
|
Executive Vice President and Chief Financial Officer
| |
Christopher J. Hocevar(2)
|
President, Strategy, Segments and Solutions
| |
Nicole S. Jones
|
Executive Vice President and General Counsel
| |
Jason D. Sadler(3)
|
President, International Markets
| |
Thomas A. McCarthy(4)
|
Retired Executive Vice President and Chief Financial Officer
| |
Matthew G. Manders(5)
|
Retired President, Government & Individual Programs and Group Insurance
| |
(1) | Mr. Palmer was appointed Executive Vice President and Chief Financial Officer effective June 16, 2017. |
(2) | Mr. Hocevar was appointed President, Strategy, Segments and Solutions effective February 23, 2017. |
(3) | Mr. Sadler is based in Hong Kong. His base salary and annual incentive award are paid in Hong Kong dollars and, throughout this CD&A, have been converted to U.S. dollars using an exchange rate of $1 Hong Kong dollar = $0.12799676 U.S. dollar, the average of the daily mid-points between the bid and the ask prices for each trading day in the month of December 2017. |
(4) | Mr. McCarthy retired from the Company effective June 16, 2017. |
(5) | Mr. Manders retired from the Company effective November 3, 2017. |
This CD&A is organized as follows:
Executive Summary provides an overview of our compensation philosophy and our pay-for-performance alignment.
|
|
Pages 31 33
|
| |
Executive Compensation Policies and Practices describes our compensation objectives and practices, as well as how we set target total direct compensation and target pay mix.
|
|
Pages 33 36
|
| |
Elements of Compensation describes each form of compensation we pay and how our executive compensation program is tied strongly to performance.
|
|
Pages 37 47
|
| |
Employment Arrangements and Post-Termination Payments summarizes any employment agreements, our severance and other post-termination arrangements as well as our change of control arrangements.
|
|
Pages 48 49
|
| |
Processes and Procedures for Determining Executive Compensation provides an overview of the Committees role in executive compensation, the process for determining executive officer compensation and the compensation consultants role.
|
|
Pages 49 50
|
| |
Other Practices describes our stock ownership guidelines, our hedging and pledging restrictions, our clawback policy and the impact of tax and accounting treatment on our executive compensation program.
|
|
Pages 51 53
|
|
30 |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
COMPENSATION MATTERS
|
Cignas 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 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, growth and operating expense efficiency to support investment in innovation, customer loyalty and stock performance.
The primary principles underlying our compensation philosophy are to:
Motivate superior |
Align the interests
of
|
Emphasize |
Reward the |
Provide
market- | ||||
Pay-for-Performance Alignment
Cignas compensation program is heavily weighted to emphasize performance-based pay over fixed compensation. Our Management Incentive Plan (MIP) is a cash-based program designed to reward the achievement of annual enterprise results. Long-term performance is rewarded through annual long-term incentive (LTI) awards, including Strategic Performance Shares (SPSs), the payout of which is based upon performance over a three-year period. Financial measures within the MIP and SPS program, such as adjusted income from operations,(1) revenue and operating expense ratio improvement, are tied to the performance of Cignas three ongoing business segments Global Health Care, Global Supplemental Benefits and Group Disability and Life. Our MIP and SPS plans are designed to reward our NEOs for the Companys performance relative to pre-established enterprise goals.
Short- and Long-Term Performance
For 2017, adjusted income from operations(1) for Cignas ongoing business segments was $2.8 billion, compared to $2.3 billion in 2016, reflecting significantly increased earnings contributions across each of Global Health Care, Global Supplemental Benefits and Group Disability and Life. Revenue for the three ongoing business segments grew to $40.9 billion, reflecting continued growth in Cignas targeted customer segments. Our results included strong performance across each of our priority growth platforms Commercial Employer, U.S. Seniors, Global Supplemental Benefits, and Group Disability and Life. These results provide us with momentum for continued growth in 2018.
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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COMPENSATION MATTERS
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2017 Management Incentive Plan
Payouts under the 2017 Management Incentive Plan rewarded our NEOs for our strong performance in 2017, reflecting pay-for-performance alignment. MIP awards reward the achievement of annual enterprise results relative to pre-established goals, as well as individual performance, accomplishments and contributions.
Measure
|
Result
|
Award
| ||
Adjusted income from operations(1)(2)
|
24.5% growth was above target range
|
Individual payouts ranged from 130% to 155% of target for each of the NEOs serving as executive officers at the end of 2017. | ||
Revenue(2)
|
4.9% growth was within target range
|
|||
Operating expense ratio improvement(2) |
2.3% improvement was within target range
|
|||
Strategic Priorities |
Above target performance reflects:
Strong progress in community health and client retention
A higher NPS score relative to 2016
Strong employee engagement results
Advancement of enterprise compliance initiatives
|
20152017 Strategic Performance Share Program
Long-term performance was rewarded through the payout of our 20152017 SPSs. Our TSR over this three-year period, which accounts for 50% of the SPS payout, was 25.5%, placing Cigna at the 78th percentile relative to the SPS performance peer group for the period. Over the three-year performance period, adjusted income from operations,(1)(2) which accounts for 50% of the SPS payout, grew as described above.
Measure
|
Result ($ in million)
|
Award
| ||
Relative TSR(3)
|
78th percentile (183% of target)
|
20152017 SPSs were paid out at 139.8% of target.
| ||
Adjusted income from operations(1)( 2)
|
$7,532 (97.1% of target)
|
(1) | We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2017 for more complete financial information. Cigna uses adjusted income from operations as the principal financial measure for operating performance because management believes it presents the underlying results of our business operations and permits analysis of trends in underlying revenue, expenses and profitability. For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to shareholders net income for each of the three businesses, see Annex A to this Proxy Statement. As appropriate, adjustments are made for acquisitions, dispositions and the implementation of accounting changes to ensure comparability of actual results and targets. |
(2) | Reflects results for Cignas three ongoing business segments Global Health Care, Global Supplemental Benefits and Group Disability and Life. |
(3) | The peer group used to measure relative TSR is the SPS performance peer group which, at the time of the 20152017 SPS payout, included: Aetna, Inc., Aflac Incorporated, Anthem, Inc., The Hartford Financial Services Group, Inc., Humana, Inc., Manulife Financial Corporation, MetLife, Inc., UnitedHealth Group Incorporated and Unum Group. |
2017 Long-Term Incentive Award
In February 2017, the Committee (and, for Mr. Cordani, the Board, upon the recommendation of the Committee) approved the annual LTI award for each NEO, 50% of which was awarded in stock options and 50% of which was awarded in an SPS award with a 20172019 performance period. The exercise price of the stock options awarded was $149.135, which means our stock must trade above that price for the NEOs to realize value from these awards. The payout of the 20172019 SPS award will be based on the Companys performance over the three-year period ending December 31, 2019. In determining the annual LTI award, the Committee primarily evaluates individual contributions, but also may consider the other factors described in Elements of Compensation Long-Term Incentives.
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Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
COMPENSATION MATTERS
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Shareholders Continue to Support our Executive Compensation Program
EXECUTIVE COMPENSATION POLICIES AND PRACTICES
Compensation Objectives and Practices
Cignas 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. By emphasizing performance-based awards over fixed compensation, we strive to motivate superior enterprise results that we believe will result in the creation of meaningful and sustained long-term value for our shareholders and exceptional service for our customers.
To further our compensation philosophy, the Committee uses the following compensation practices, processes and instruments:
| A regular and rigorous analysis of relevant market compensation data for each executive officer position. The analysis includes market data for competitors and the broad-based general industry based on companies of similar size and scope; |
| Annual pay-for-performance assessment of the degree of achievement of the Companys short-term and long-term goals and an evaluation of each executive officers contribution to the Companys performance; |
| A MIP designed to motivate executive officers to achieve the Companys annual performance goals. No MIP awards are made unless the Company achieves a pre-defined minimum level of adjusted income from operations for the ongoing businesses; |
| An equity-based incentive plan (the Cigna Long-Term Incentive Plan or LTIP) focused on long-term shareholder value creation. We grant SPS awards and stock options to executives under the LTIP. SPS awards reward executives for relative TSR performance as compared to our competitors and the achievement of financial goals over a three-year performance period. Through stock options, executives have the potential to realize value as a result of stock price appreciation; |
| The retention of an independent compensation consultant to assist the Committee in its design and implementation of the Companys executive compensation programs; and |
| Ongoing monitoring of compensation best practices and investors views on compensation and the modification of our compensation programs as appropriate to align with good governance standards. |
For information on the oversight of the executive compensation program, see Processes and Procedures for Determining Executive Compensation in this CD&A.
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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COMPENSATION MATTERS
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Strong Compensation Governance and Controls
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 LTIP 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 Committee.
An annual assessment by the 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 under the MIP to be made.
Approximately 90% of our CEOs target total direct compensation is performance based.
|
What We Dont Do |
No tax gross-up of severance pay upon a change of control.
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.
|
Compensation Data
The Committee establishes target compensation levels based on a variety of factors, including a rigorous analysis of relevant published market compensation data of the Companys compensation peer group and a general industry peer group.
2017 Peer Groups
Compensation Peer Group. The Committee periodically requests that its independent compensation consultant conduct a review of the composition of the Companys compensation peer group and offer suggested modifications for benchmarking future executive pay decisions. The Committees consultant utilizes multiple sources to develop and recommend potential peer companies for the Committee to consider. Sources for possible peers include companies screened by industry and business focus, peer groups developed by proxy advisory firms, peers identified in various analyst reports, and peers of companies in Cignas compensation peer group.
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COMPENSATION MATTERS
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The table below lists the companies included in the 2017 compensation peer group.
2017 Compensation Peer Group
| ||
Aetna, Inc.
|
The Hartford Financial Services Group, Inc.
| |
Aflac Incorporated
|
Humana, Inc.
| |
American International Group, Inc.
|
Manulife Financial Corporation
| |
Anthem, Inc.
|
MetLife, Inc.
| |
Centene Corp.
|
Prudential Financial, Inc.
| |
Chubb Limited
|
Unum Group
| |
A broader cut of survey data, representing size-adjusted health and life insurance companies, was used to benchmark Mr. Sadlers compensation because peer group data were insufficient or unavailable for his specific role. A list of the companies used to determine Mr. Sadlers 2017 target total direct compensation and target total pay mix is included on Annex B.
General Industry Peer Group. The Committee also recognizes that Cigna often competes for talent from companies beyond that of its compensation peer group. As an additional reference to provide a broader perspective on market practices, particularly for those executive officers with job functions that could apply to a variety of industries, the Committee utilizes a general industry peer group. For 2017, the Committee, with the assistance of its independent compensation consultant, reviewed the companies included in its general industry peer group by screening publicly traded, U.S.-based companies within certain industry classifications, including insurance, banking and financial services, healthcare equipment and services, pharmaceutical, biotechnology and life sciences, household and personal products, software services and telecommunications. The list was then narrowed to companies whose revenues were within the range of 0.4 to 2.5 times that of Cigna and whose market capitalization was within the range of 0.25 to 4 times that of Cigna. The screening process resulted in a group of 35 companies, which are listed on Annex C.
SPS Performance Peer Group. Before 2015, Cignas compensation peer group was used to track relative TSR for our long-term incentive program. In consultation with its compensation consultant, the Committee created a performance peer group to be used exclusively to track relative TSR within the SPS program, effective beginning with the 20152017 performance period. The Committee recognized that certain of our competitors were not included in the compensation peer group due to their size. While size is a relevant factor in determining a compensation peer group, it is less relevant when measuring relative performance. Other companies were included in the compensation peer group because Cigna competes with them for talent; however, because of significant differences in business focus, these companies do not make optimal comparators for performance purposes. For these reasons, the Committee created an SPS performance peer group comprising the same companies in its compensation peer group, but adding UnitedHealth Group Incorporated and removing Chubb Limited and Prudential Financial, Inc. Beginning with the 20172019 performance period, the Committee added Centene, Inc. to the SPS performance peer group.
Updates to Peer Groups for 2018. The Committee removed MetLife, Inc. from the SPS performance peer group beginning in 2018. The Committee determined that, due to a major divestiture and changes in the business focus at MetLife, Inc., it was no longer an optimal comparator for performance purposes given industry differences and differences in business models. In order to keep the SPS performance peer group robust, the Committee added Prudential Financial Inc., which has overlap with the Companys businesses and is of similar scope and complexity. The Committee did not make changes to the compensation peer group or general industry peer group for 2018.
Tally Sheets
The Committee reviews tally sheets for all of its executive officers as part of its annual compensation award determination process. The tally sheets summarize historical actual compensation and current target compensation for each officer. The Committee believes that tally sheets are a useful reference tool when considering whether compensation decisions reflect Cignas compensation philosophy and performance, but are not a determining factor when making executive compensation decisions.
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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35 |
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COMPENSATION MATTERS
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Target Total Direct Compensation and Target Pay Mix Emphasizes Performance-Based Compensation
The Committees decisions regarding target total direct compensation and target pay mix are consistent with its principles that (1) performance-based compensation should be emphasized over fixed compensation; and (2) long-term incentives should be more heavily weighted than annual incentives.
Target total direct compensation consists of base salary, the annual incentive target and the long-term incentive target. The Committee approves each of these amounts for each NEO on an annual basis, seeking to target an executive officers total direct compensation in a competitive range of within 15% of the 50th percentile of the relevant market data for the compensation peer group and the general industry peer group. When setting total target direct compensation, the Committee evaluates survey data and other public information, such as proxy data, available for both peer groups.
While the Committee targets total direct compensation in the competitive range, there may be variation in the target pay mix such that target amounts for individual compensation elements may be above or below the competitive range for the individual element. Target total direct compensation for a NEO also may vary outside of the competitive range of the 50th percentile of the survey data for the compensation peer group or general industry peer group due to factors such as performance, tenure in role, range of data available and market and economic conditions. In general, compensation levels for an executive officer who is newer to a position tend to be at the lower end of the competitive range, while seasoned executive officers with strong performance are typically positioned at the higher end of the competitive range. Internal pay comparisons among the NEOs are not generally considered by the Committee for purposes of determining target pay mix and target total direct compensation. For 2017, target total direct compensation of our NEOs as a group resulted in a target compensation opportunity in the aggregate of within 15% of the 50th percentile of both our compensation peer group and our general industry peer group.
As illustrated in the charts below, performance-based compensation represents approximately 90% of Mr. Cordanis target total direct compensation, including 70% in long-term incentives and 20% in annual incentives. On average, performance-based compensation represents 79% of target total direct compensation for the other NEOs, including an average of 57% in long-term incentives and 22% in annual incentives. These percentages are targets only and will not match the percentages calculable from the actual compensation paid reflected in the Summary Compensation Table.
CEO TARGET PAY MIX |
OTHER NEO AVERAGE TARGET PAY MIX |
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Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
COMPENSATION MATTERS
|
Cignas 2017 executive compensation program consists of the following elements:
ELEMENT
|
PURPOSE
| |||
Base salary |
Fixed portion of total direct compensation, set with reference to competitive market data and designed to attract and retain key talent.
| |||
Management Incentive Plan (MIP) |
Performance-based cash compensation designed to reward the achievement of annual enterprise results relative to pre-established goals, as well as individual performance, accomplishments and contributions.
| |||
Long-Term |
Stock Options |
Performance-based compensation, the potential realized value of which is determined by stock price appreciation from the date of grant through the date of exercise.
| ||
Strategic Performance Shares |
Performance-based compensation, the payout of which is based upon the achievement of pre-determined enterprise goals and the Companys relative TSR over a three-year performance period.
| |||
Retirement and Deferred Compensation |
Savings-based component that is aligned to competitive market practice and includes 401(k) plans and a voluntary non-qualified deferred compensation program that does not have any Company contributions. U.S.-based NEOs hired before July 1, 2009 have accrued benefits from defined benefit pension plans that were frozen on July 1, 2009.
| |||
Limited Perquisites and Other Benefits |
Limited perquisites that are designed to attract and retain key talent or to provide for the safety and security of executive officers.
| |||
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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37 |
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COMPENSATION MATTERS
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Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
COMPENSATION MATTERS
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Executive Officer MIP Funding and Award Determination Process
The key considerations to funding the MIP and determining individual award amounts are discussed below.
STEP 1
Achieve Earnings Minimum
The Committee believes that achieving Cignas profitability goals is critically important to the long-term success of the business. In recognition of this importance, the Committee establishes a minimum level of adjusted income from operations that must be achieved for the year in order for any MIP award to be earned. If the Company does not meet that pre-defined minimum level, then no annual incentives will be paid to executive officers.
STEP 2
Company Performance Drives Funding Level
If the Company achieves the earnings minimum, the Committee may fund the executive officer MIP pool from 0% to 200% of the aggregate targets based upon whether each performance measure is below target, at target, or above target. The following table sets forth the ranges between which the MIP pool may be funded for each performance measure, in each case, assuming the earnings minimum has been achieved:
Measure
|
Performance
|
Funding Range
| ||
Adjusted income from |
Above target range |
Above 120% to 200% | ||
Revenue |
Within target range
|
80% to 120%
| ||
Operating expense ratio
|
Below target range
|
Less than 80%
| ||
Strategic Priorities |
The Committee
evaluates progress in the three key strategic
| |||
The Companys actual performance relative to each measure determines which funding range applies for purposes of that measure. However, the Committee maintains the discretion to determine at which point within that range the actual funding of the MIP pool will be set. In setting the actual funding percentage for each measure, the Committee considers Cignas performance as a whole (both in absolute terms and relative to competitors), as well as Cignas achievement of the goals within the performance measure. The MIP funding mechanisms ensure that a minimum level of performance is achieved and that NEOs MIP awards reflect the Companys performance.
STEP 3
Award Amounts Based on Individual Contributions to Company Performance
Once MIP funding has been determined, the Committee (and for Mr. Cordani, the Board of Directors upon the recommendation of the Committee) assesses each named executive officers individual contributions and how such contributions impacted the achievement of the MIP goals to determine the actual award amounts for each NEO. Actual awards can range from 0% to 200% of a NEOs MIP target, allowing the Committee to differentiate payouts based on each individuals contributions.
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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39 |
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COMPENSATION MATTERS
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2017 Performance Goals, Measures and Actual Results
The Committee considers the appropriate measures for the MIP program for the upcoming year at its October and December meetings, and then considers and approves the actual performance targets at its meetings in January and February. For 2017, the Committee established the performance measures, weightings and target performance goals below, which were used to determine the range of potential aggregate funding for MIP awards.
MEASURE
|
ALIGNMENT WITH
|
WEIGHTING
|
TARGET PERFORMANCE GOALS
|
ACTUAL RESULT
| ||||
Adjusted income from operations*
|
Reinforces the importance of profitable growth across the enterprise.
|
50%
|
10.5% to 19.5% growth
|
24.5% growth was above target range
| ||||
The target was set as a year-over-year growth goal for Cignas Global Health Care, Global Supplemental Benefits and Group Disability and Life segments.
| ||||||||
Revenue
|
Focuses on enterprise growth, encourages business decisions that optimize results for the enterprise, promotes collaboration across business units and drives customer focus.
|
20%
|
0.0% to 6.0% growth
|
4.9% growth was within target range
| ||||
The target was set as a year-over-year growth goal for Cignas Global Health Care, Global Supplemental Benefits and Group Disability and Life segments.
| ||||||||
Operating expense ratio improvement
|
Drives continued focus on delivering ongoing expense efficiency while furthering investment capacity for ongoing innovation.
|
10%
|
1.0% to 5.5% improvement
|
2.3% improvement was within target range
| ||||
The target was set as a composite objective, which measures operating expense improvement in Cignas Global Health Care, Global Supplemental Benefits and Group Disability and Life segments versus 2016. Operating expenses are expressed as a percent of revenue for each segment.
| ||||||||
Strategic Priorities
|
Emphasizes the importance of recognizing progress in areas beyond financial results and of aligning our goals, contributions and rewards with our business strategy.
|
20% | The Committee evaluates progress in each category compared to 2016. |
Above target performance reflects: Strong progress in community health and client retention A higher NPS score relative to 2016 Strong employee engagement results Advancement of enterprise compliance initiatives | ||||
The categories for the strategic priorities measure for 2017 include (1) customer, client and reputational focus; (2) employee engagement; and (3) enterprise focus on compliance.
|
* | Cigna uses adjusted income from operations as the principal financial measure for operating performance because management believes it presents the underlying results of our business operations and permits analysis of trends in underlying revenue, expenses and profitability. For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to shareholders net income for each of the three businesses, see Annex A to this Proxy Statement. As appropriate, adjustments are made for acquisitions, dispositions and the implementation of accounting changes to ensure comparability of actual results and targets. |
In setting the target performance goals for each measure in February 2017, the Committee considered Cignas publicly disclosed earnings estimates, historical Company and SPS performance peer company results, analyst commentary and the Companys then-current expectations for the industry and economic environment. The Committee considered
40 |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
COMPENSATION MATTERS
|
various market forces impacting the Company and related uncertainties, including the expectation that the industry would continue to face significant market changes and disruption in 2017 and initial reactions to the 2016 U.S. election, as well as uncertainty regarding the proposed merger with Anthem. The Committee believed that the target performance goals represented competitively attractive goals that would be challenging to achieve in light of the circumstances facing the Company in 2017.
2017 Individual MIP Targets and Awards
MIP target levels for the 2017 performance year for the NEOs are set forth in the table below. As further described on page 37, the Committee, and with respect to Mr. Cordani, the Board, approved changes to Mr. Cordanis, Ms. Jones and Mr. Sadlers 2017 MIP targets to maintain the competitive positioning of their target total direct compensation. The average MIP target increase was 26%. MIP targets for these executive officers had not been increased since December 2014 due to the operating covenants in the merger agreement with Anthem that restricted adjustments to executive officer compensation. The 2017 MIP targets in the table below reflect the approved increases. The 2017 MIP targets for Mr. Palmer and Mr. Hocevar reflect the targets approved in connection with their promotions.
In determining actual MIP awards, the Committee (and for Mr. Cordani, the Board of Directors upon the recommendation of the Committee) takes an integrated approach, assessing enterprise results together with each named executive officers individual contributions during 2017. Payouts under the 2017 Management Incentive Plan rewarded our NEOs for our strong performance in 2017, reflecting pay-for-performance alignment.
NEO
|
2017 MIP TARGET ($)
|
ACTUAL MIP PAYOUT ($)
|
PAYOUT OF TARGET (%)
|
|||||||||
David M. Cordani
|
|
2,800,000
|
|
|
4,000,000
|
|
|
143
|
| |||
Eric P. Palmer
|
|
750,000
|
|
|
975,000
|
|
|
130
|
| |||
Christopher J. Hocevar
|
|
500,000
|
|
|
775,000
|
|
|
155
|
| |||
Nicole S. Jones
|
|
680,000
|
|
|
1,054,000
|
|
|
155
|
| |||
Jason D. Sadler
|
|
648,837
|
|
|
908,371
|
|
|
140
|
| |||
Thomas A. McCarthy(1)
|
|
800,000
|
|
|
400,000
|
|
|
50
|
| |||
Matthew G. Manders(2)
|
|
900,000
|
|
|
900,000
|
|
|
100
|
|
(1) | Mr. McCarthys Agreement and Release provided that he would receive a 2017 MIP payment of $400,000, or 50% of his target, subject to the Companys attainment of 2017 MIP targets. |
(2) | Mr. Manders Agreement and Release provided that he would receive a 2017 MIP payment of $900,000, or 100% of his target, subject to the Companys attainment of 2017 MIP targets. |
Mr. Cordani
In early 2018, the Committee, together with the independent Chairman of the Board, assessed the performance of Mr. Cordani in the context of the overall Company performance. This assessment included a review of the Companys financial performance in 2017 as well as Mr. Cordanis individual contributions. Following this review, the Committee made certain recommendations to the Board relating to Mr. Cordanis MIP award for 2017. The Board considered these recommendations as part of its own independent review of Mr. Cordanis performance. More specifically, the Board considered the following factors:
Enterprise Performance. Cignas 2017 results included strong performance across each of our priority growth platforms Commercial Employer, U.S. Seniors, Global Supplemental Benefits, and Group Disability and Life, providing Cigna with momentum for continued growth in 2018. Specifically, 2017 enterprise performance included:
| Consolidated revenue of $41.6 billion, an increase of 5% over 2016; |
| Consolidated adjusted income from operations of $2.7 billion, compared to $2.1 billion in 2016, reflecting increased earnings contributions from each of our business segments; |
| Global medical customer growth of 700,000 customers during the year, totaling 15.9 million customers at year end, driven by strong growth across our Commercial market segments; and |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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41 |
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COMPENSATION MATTERS
| An industry leading medical cost trend, reflecting benefits from increased alignment for our customers and clients, deeper collaborative relationships with providers and differentiated specialty integration models. |
Strategy Execution. During 2017, following termination of the merger with Anthem, Mr. Cordani led the evolution of Cignas Go strategy to Go Deeper, Go Local and Go Beyond and effectively communicated this evolved strategy to investors, clients, customers and partners. Highlights of the execution of the Companys Go strategy, include:
| Strategic investments through the acquisitions of Zurich Middle East, which enabled Cigna to provide more personalized products to individuals, employers and government entities in the Middle East, and Brighter, an innovative technology company working with leading health service and dental organizations to engage patients and providers in personalized and seamlessly integrated experiences to more efficiently deliver higher-value healthcare; |
| The increase in number of members using Cigna One Guide, a personalized multi-modal service experience that supports consumers consultatively at the point they choose a plan, find care and other moments that matter, to more than two million Cigna customers; and |
| Targeted initiatives and increased investments that benefit our customers and communities and further promote Cignas mission and global brand, including the TV Doctors of America campaign for preventive care, the creation of the Health Improvement Tours featuring health screening, opioid reduction initiatives and veterans support. |
Enterprise Leadership. The Board recognized Mr. Cordanis leadership during a year of significant change and uncertainty, focusing on talent retention, employee development and engagement initiatives. Despite two key retirements, he ensured a strong leadership team remained in place through a number of internal promotions. Throughout 2017, Cigna continued the implementation and execution of the operating model announced in early 2017, which is designed to ensure the executional focus necessary to deliver greater choice, quality, affordability and personalization to Cignas customers and clients. In addition, the results of employee engagement efforts were positive and turnover, particularly among key employees, remained low. Cigna also delivered meaningful results on diversity and inclusion efforts.
Regulatory Environment and Compliance. Mr. Cordani represented Cigna and the health care industry in a number of forums in Washington, D.C. and across the country to reinforce the needs of the Companys customers and clients. In 2017, Cigna restructured the Enterprise Compliance team to further align with Cignas strategic plan and operating model. In June 2017, the CMS audit work was completed and Cigna resumed marketing its Medicare Advantage-Prescription Drug and Medicare Part D Plans and enrolling beneficiaries. Cignas Seniors business emerged from the audit with a strong operating model and a continued commitment to customer centricity and compliance.
Based on these factors, and in particular given the Companys strong 2017 financial performance, the positive momentum going into 2018 and Mr. Cordanis continued focus on execution of the Companys strategy and leading the organization during a challenging year, the Board awarded Mr. Cordani a MIP payout for 2017 of $4,000,000, or 143% of his 2017 MIP target.
Other NEOs
For all other NEOs, Mr. Cordani makes recommendations to the Committee regarding MIP awards based on his evaluation of each NEOs performance and contributions to enterprise goals. The Committee considers Mr. Cordanis recommendations when determining MIP awards. While not exhaustive, below are certain key factors the Committee considered when making award determinations.
Mr. Palmer. Mr. Palmer was appointed Executive Vice President and Chief Financial Officer in June 2017. Since that time, he has led the partnership between the Companys business teams and their financial counterparts and has provided critical guidance and leadership in support of the Companys development and assessment of strategic paths. Through this leadership, Mr. Palmer supported the delivery of strong results in each of our ongoing businesses in 2017. In addition, he successfully executed on Cignas capital management objectives, including a $1.6 billion debt offering and a tender offer for $1 billion of outstanding debt. He also led the reorganization of the finance leadership team to align with and support the Companys evolved operating model and initiated a process to streamline and improve efficiencies of the Companys core finance and underwriting disciplines. As a result of Mr. Palmers contributions in 2017, Mr. Cordani recommended, and the Committee approved, a 2017 MIP payment of $975,000, or 130% of his target.
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Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
COMPENSATION MATTERS
Mr. Hocevar. Mr. Hocevar was appointed President, Strategy, Segments and Solutions in February 2017. In this role, Mr. Hocevar is responsible for the strategic, growth and profitability plans for the Companys U.S. Commercial, Pharmacy and Group Insurance businesses. He also oversees the strategic development of product solutions and their market positioning and the enterprise informatics strategy and analytics teams, aligning internal resources to deliver valuable solutions to our customers. During 2017, Mr. Hocevar led the delivery of strong financial performance and robust customer growth within our U.S. Commercial business and made meaningful progress in advancing strategic initiatives, including the Companys localization, personalization and affordability strategies. In addition, he was key to the development and execution of Cignas sovereign strategy in 2017. As a result of Mr. Hocevars contributions in 2017, Mr. Cordani recommended, and the Committee approved, a 2017 MIP payment of $775,000, or 155% of his target.
Ms. Jones. As Executive Vice President and General Counsel, Ms. Jones continued to lead Cignas legal, compliance and government affairs teams in 2017 and the partnership between those teams and the Companys businesses and other corporate functions. During the past year, Ms. Jones continued to enhance and strengthen the Companys compliance organization and created and led cross-functional teams to identify and mitigate potential compliance risks across the enterprise. With respect to the proposed merger with Anthem, Ms. Jones provided key strategic legal counsel. She also provided legal guidance related to the Companys global business and mergers and acquisitions strategy. As a result of Ms. Jones contributions in 2017, Mr. Cordani recommended, and the Committee approved, a 2017 MIP payment of $1,054,000, or 155% of her target.
Mr. Sadler. Mr. Sadler continued to serve as President, International Markets in 2017, delivering strong performance, value and service to clients, customers and partners across all businesses in our international markets, with particularly strong results in the Global Supplemental Benefits business. Mr. Sadler led the continued evolution of our International Markets strategy and the reorganization of our International Markets team in support of that strategy. He also led continued growth in the Middle East, furthered by the Companys acquisition of Zurich Insurance Middle East. As a result of Mr. Sadlers contributions in 2017, Mr. Cordani recommended, and the Committee approved, a 2017 MIP payment of $908,371, or 140% of his target.
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The table below provides more detail about the 2017 LTI target values, grant values and percentages relative to LTI targets.
2017 LTI TARGET ($) |
ACTUAL LTI
GRANT ($) |
LTI AWARD OF TARGET (%) |
||||||||||
David M. Cordani |
9,600,000 | 11,040,000 | 115 | |||||||||
Eric P. Palmer(2) |
2,100,000 | 1,266,000 | | (2) | ||||||||
Christopher J. Hocevar |
1,250,000 | 1,250,000 | 100 | |||||||||
Nicole S. Jones |
1,424,500 | 1,638,175 | 115 | |||||||||
Jason D. Sadler |
1,000,000 | 1,150,000 | 115 | |||||||||
Thomas A. McCarthy |
2,400,000 | 2,400,000 | 100 | |||||||||
Matthew G. Manders |
2,600,000 | 2,600,000 | 100 |
(1) | Awarded in February 2017. The LTI Grant Value referenced in the table differs from the sum of the Stock Award and Option Award grant date fair values referenced in the Summary Compensation Table. This is largely due to the timing and determination of the grant date fair value of SPS awards under ASC Topic 718. Under ASC Topic 718, SPS grant date fair values reflect a probable achievement level of the TSR performance condition as of grant date; however this probable achievement level is not determined until after the Committee has determined the dollar amount of the LTI grant. Thus, an SPS awards grant date fair value for accounting purposes may be higher or lower than the dollar amount of the LTI grant approved by the Committee if the TSR probable achievement level is above or below target, respectively. For more information on the TSR performance condition, please see the Stock Awards footnote for the Summary Compensation Table. |
(2) | Reflects the LTI target approved by the Committee in connection with Mr. Palmers promotion to Executive Vice President, Chief Financial Officer in June 2017. The actual LTI grant value includes the LTI award granted to Mr. Palmer in February 2017, prior to his promotion, plus the aggregate value of transitional SPSs that he was awarded for the 2017-2019 performance period in connection |
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with his promotion. The objective of the transitional SPS award is to align Mr. Palmers 2017-2019 SPS award with his new LTI target. As Mr. Palmer was not an executive officer at the time the 2017 LTI award was granted, we have not included his award as a percent of target. |
Equity awards granted in 2017 are disclosed in terms of their grant date fair value in columns (e) and (f) of the Summary Compensation Table and in the Grants of Plan-Based Awards Table.
Strategic Performance Shares Program
Our SPS program is designed to incent and reward sustained long-term financial discipline and strategic accomplishments that benefit Cigna and its shareholders over the long-term.
Grants
At the time of grant, a total LTI dollar value is approved for each named executive officer. The SPS portion of
the award (50% of the total LTI value) is converted into a specific number of SPSs on the grant date based on
Cignas stock price on that date.
Vesting
SPSs vest in the first quarter of the year following the end of the three-year performance period.
Payout Determination
The Committee determines a performance factor of 0% to 200% based on Company achievement of pre-established measures during the performance period, and that factor is multiplied by each SPS award to determine the number of shares to be paid in respect of vested awards.
Measure: Relative TSR, compounded over the three-year performance period
Weighting: 50%
Alignment with Business Strategy: Rewards NEOs for stock performance relative to Cignas applicable peer group at the time of the award
Comparator: The SPS performance peer group is used to measure relative TSR. |
Measure: Adjusted income from operations
Weighting: 50%
Alignment with Business Strategy: Reinforces the importance of sustained profitable growth across the enterprise
Segments Included: Global Health Care, Global Supplemental Benefits and Group Disability and Life
Threshold Performance: Performance that would result in funding of less than 35% of target yields no payment for this measure
|
Final Payout
SPS awards are ultimately settled in Cigna stock, so the actual value of the earned awards is based on
Cignas stock price at the time of payment.
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2015-2017 SPS Program
The performance goals for the 2015-2017 SPSs are presented in the table below, along with actual results for the three-year performance period.
MEASURE | WEIGHTING | TARGET PERFORMANCE GOALS (DOLLARS IN MILLIONS) |
ACTUAL RESULT (DOLLARS IN MILLIONS) | |||||
Relative TSR |
50 | % | 50th Percentile |
78th Percentile (183% of target) | ||||
Adjusted income |
50 | % | Cumulative adjusted income from operations of $7,220 to $7,948, calculated assuming a compound annual growth rate of 3.5%-8.5% |
$7,532 (97.1% of target) | ||||
(1) | Reflects results for Cignas three ongoing business segments Global Health Care, Global Supplemental Benefits and Group Disability and Life. Cigna uses adjusted income from operations as the principal financial measure for operating performance because management believes it presents the underlying results of our business operations and permits analysis of trends in underlying revenue, expenses and profitability. For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to shareholders net income for each of the three businesses, see Annex A to this Proxy Statement. As appropriate, adjustments are made for acquisitions, dispositions and the implementation of accounting changes to ensure comparability of actual results and targets. |
Over the three-year period from 2015 to 2017, three-year annual compounded TSR was 25.5%, which ranked at the 78th percentile relative to the applicable peer group companies and was 183% of target.
Based on the results in the table above, in February 2018, the Committee approved a payout of the 2015-2017 SPSs at 139.8% of target. The calculations utilized to determine the payout were reviewed for accuracy by PricewaterhouseCoopers LLP.
2014-2016 SPS Program
The shares earned under the 2014-2016 SPS program were measured using performance through December 31, 2016 and were delivered to each executive officer in February 2017. The total share value realized by each NEO on the payment date is reflected in the Option Exercises and Stock Vested Table. The performance measures, targets, results and payout for the 2014-2016 SPS program are discussed in greater detail in our definitive proxy statement for our 2017 annual meeting of shareholders, filed with the SEC on March 17, 2017.
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Process for Executive Compensation Decisions
Chief Executive Officer Compensation
The Committee and independent Chairman of the Board evaluate CEO performance and enterprise goals. |
The Committee makes recommendations to the independent members of the Board about CEO performance and compensation. |
The Board considers the Committees recommendations as it reviews and determines the CEOs compensation. |
The Chairman of the Board reviews the results of the performance evaluation with the CEO. | |||
ADVICE RECEIVED BY THE COMMITTEE FROM ITS COMPENSATION CONSULTANT FOR 2017 COMPENSATION DECISIONS |
Analyzed compensation levels and pay practices as compared to Cignas compensation peer group to assess whether three- and five-year realizable pay were aligned with Cignas performance and compensation philosophy
Presented a comparison of competitive market data to the current compensation levels of each executive officer to assist in setting compensation targets
Provided market research on incentive plans to assist in the design of short-term and long-term incentive compensation plans
Reviewed incentive measures in the 2017 MIP and 20172019 SPS program to provide the Committee with objective reference points to consider when determining target goals
Evaluated the effect of Cignas equity programs on annual share use, burn rate and total overhang to provide the Committee with context for its determination of the maximum share limit for use in 2017
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At the request of the Committee, a representative of Pay Governance regularly attended the Committees meetings in 2017. The Committee regularly reviews and evaluates its compensation consultant engagement, and annually reviews the compensation consultants performance.
Independence of the Compensation Consultant
The Committees policy requires that the compensation consultant be independent of the Company. A compensation consultant is deemed independent under the policy if the compensation consultant (1) is retained by and reports solely to the Committee for all executive compensation services; (2) does not provide any services or products to the Company or management except with approval of the Committees chair; and (3) is otherwise free from conflicts. The Committee has assessed Pay Governances independence pursuant to Cignas policy and NYSE rules and concluded that Pay Governance is free from conflicts and independent. In addition, each year the Committee receives a letter from its compensation consultant providing appropriate assurances and confirmation of independence.
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FEATURES OF OUR STOCK OWNERSHIP GUIDELINES |
Wholly owned shares, restricted stock, stock equivalents, and shares owned through benefit plans (such as investments in the Cigna stock fund of the Cigna 401(k) Plan) are counted toward meeting the guidelines. SPSs and stock options do not count toward meeting guidelines.
Executive officers have five years from date of hire, promotion or any other event that changes their multiple of base salary to meet their applicable ownership requirement. Prior to meeting their stock ownership requirement, executives may only engage in transactions that increase their holdings. Once an executive attains his or her required holding level, the executive must maintain the requirement on a continuous basis, even if the requirement is met before the end of the five-year period.
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SHARE RETENTION REQUIREMENTS ENCOURAGE A LONG-TERM OWNERSHIP PHILOSOPHY |
Once ownership requirements are met,
¡ executive officers may not sell more than 50% of the shares held above their applicable guideline in any single open trading period; and
¡ executive officers must retain, for at least one year, a minimum of 50% of the shares acquired upon exercise of any stock options and 50% of the shares acquired upon vesting of restricted stock grants, net of shares withheld for taxes or payment of exercise prices, fees and expenses.
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OTHER PRACTICES REGARDING TRANSACTIONS IN CIGNA STOCK |
Executive officers may only transact in Cigna securities during approved open trading periods after satisfying mandatory clearance requirements.
CEO approval is required for all transactions in Cigna stock by executive officers.
General Counsel approval is required for all transactions in Cigna stock by the CEO.
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Report of the People Resources Committee
The People Resources Committee of the Board of Directors reviewed and discussed with Cignas management the Compensation Discussion and Analysis. Based on this review and discussion, the People Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and be incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission. The Board accepted the Committees recommendation.
People Resources Committee:
William D. Zollars, Chair
Eric J. Foss
John M. Partridge
Eric C. Wiseman
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2017 SUMMARY COMPENSATION TABLE
This table includes information regarding 2017, 2016 and 2015 compensation for each of the NEOs. Other tables in this Proxy Statement provide more detail about specific types of compensation with respect to 2017.
NAME AND PRINCIPAL POSITION (a) |
YEAR (b) |
SALARY ($) (c) |
BONUS ($) (d) |
STOCK AWARDS ($) (e) |
OPTION AWARDS ($) (f) |
NON-EQUITY INCENTIVE COMPENSATION ($) (g) |
CHANGE IN VALUE AND ($) (h) |
ALL OTHER ($) (i) |
TOTAL ($) (j) |
|||||||||||||||||||||||||||
David M. Cordani President and Chief Executive Officer |
2017 | 1,284,615 | | 6,513,698 | 5,520,020 | 4,000,000 | 48,222 | 229,237 | 17,595,792 | |||||||||||||||||||||||||||
2016 | 1,200,000 | | 6,690,115 | 6,000,012 | 1,100,000 | 62,000 | 227,730 | 15,279,857 | ||||||||||||||||||||||||||||
2015 | 1,189,615 | | 7,105,072 | 5,800,033 | 2,860,000 | | 352,952 | 17,307,672 | ||||||||||||||||||||||||||||
Eric P. Palmer(1) Executive Vice President and Chief Financial Officer |
2017 | 594,769 | | 1,161,994 | 281,581 | 975,000 | 12,950 | 33,624 | 3,059,918 | |||||||||||||||||||||||||||
Christopher J. Hocevar(2) President, Strategy, Segments & Solutions |
2017 | 534,458 | | 737,529 | 625,015 | 775,000 | 14,035 | 22,506 | 2,708,543 | |||||||||||||||||||||||||||
Nicole S. Jones Executive Vice President, General Counsel |
2017 | 601,810 | | 966,654 | 819,103 | 1,054,000 | 5,777 | 23,595 | 3,470,939 | |||||||||||||||||||||||||||
2016 | 581,137 | | 953,114 | 854,702 | 431,200 | 7,207 | 35,294 | 2,862,654 | ||||||||||||||||||||||||||||
2015 | 577,867 | | 1,003,501 | 819,089 | 756,000 | 0 | 31,390 | 3,187,847 | ||||||||||||||||||||||||||||
Jason D. Sadler(3) President, International Markets |
2017 | 611,832 | | 678,576 | 575,032 | 908,371 | | 222,623 | 2,996,434 | |||||||||||||||||||||||||||
2016 | 589,463 | | 641,256 | 575,039 | 399,796 | | 239,383 | 2,444,937 | ||||||||||||||||||||||||||||
2015 | 586,330 | | 704,494 | 575,025 | 575,297 | | 235,637 | 2,676,783 | ||||||||||||||||||||||||||||
Thomas A. McCarthy(4) Retired Executive Vice President and Chief Financial Officer |
2017 | 369,779 | | 1,416,105 | 1,200,000 | 400,000 | 307,479 | 205,520 | 3,898,883 | |||||||||||||||||||||||||||
2016 | 740,000 | | 1,471,894 | 1,320,035 | 536,000 | 65,616 | 34,898 | 4,168,443 | ||||||||||||||||||||||||||||
2015 | 719,231 | | 1,470,005 | 1,200,013 | 1,000,000 | 0 | 29,036 | 4,418,285 | ||||||||||||||||||||||||||||
Matthew G. Manders(5) Retired President, Govt & Indiv. Programs and Group Insurance |
2017 | 634,615 | | 1,534,012 | 1,300,012 | 900,000 | 495,465 | 27,744 | 4,891,848 | |||||||||||||||||||||||||||
2016 | 750,000 | | 1,594,526 | 1,430,035 | 675,000 | 289,130 | 41,900 | 4,780,591 | ||||||||||||||||||||||||||||
2015 | 732,692 | | 1,347,529 | 1,100,015 | 1,080,000 | 0 | 37,253 | 4,297,489 | ||||||||||||||||||||||||||||
(1) | Mr. Palmer was appointed Executive Vice President and Chief Financial Officer effective June 16, 2017. |
(2) | Mr. Hocevar was appointed President, Strategy, Segments and Solutions effective February 23, 2017. |
(3) | Mr. Sadlers base salary and annual award under the Management Incentive Plan are paid in Hong Kong dollars and, throughout these Executive Compensation Tables, have been converted to U.S. dollars using an exchange rate equal to the average of the daily mid-points between the bid and the ask prices for each trading day in the month of December for the relevant year. For 2017 base salary and the 2017 MIP award, $1 Hong Kong dollar = $0.12799676 U.S. dollars. |
(4) | Mr. McCarthy retired effective June 16, 2017. On June 16, 2017, he and the Company entered into an Agreement and Release (the McCarthy A&R Agreement) in connection with his retirement. The McCarthy A&R Agreement is described in Potential Payments Upon Termination or Change of Control Terms of Mr. McCarthys Retirement Arrangement of the Executive Compensation Tables. |
(5) | Mr. Manders retired effective November 3, 2017. On October 16, 2017, he and the Company entered into an Agreement and Release (the Manders A&R Agreement) in connection with his retirement. The Manders A&R Agreement is described in Potential Payments Upon Termination or Change of Control Terms of Mr. Manders Retirement Arrangement of the Executive Compensation Tables. |
Stock Awards (Column (e))
Amounts in this column represent the grant date fair value of stock awards computed in accordance with ASC Topic 718 as described in Note 16 to Cignas consolidated financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2017 and, for SPSs, are based upon the probable outcome of the performance conditions. All awards were made under the Cigna Long-Term Incentive Plan. No stock awards, other than SPSs, were granted to the NEOs in 2017.
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The SPSs are subject to performance conditions. The grant date fair value of SPS awards granted in 2017 reflects the probable achievement level of the TSR performance condition as of the grant date for the assumed award value of SPS awards as shown in the CD&A. TSR performance comprises 50% of the weighting of the SPS performance measures. This forecasted performance condition creates an accounting grant date fair value that differs from the assumed award value granted to each NEO, as reflected in the CD&A. The amount reported in column (e) is consistent with the estimate of aggregate compensation cost recognized over the service period determined as of the grant date under ASC Topic 718, excluding the effect of estimated forfeitures, as follows:
NAME |
VALUE OF SPSs GRANTED IN 2017
|
|||||||
GRANT DATE |
AT
HIGHEST |
|||||||
($)
|
($)
|
|||||||
David M. Cordani |
6,513,698 | 9,273,739 | ||||||
Eric P. Palmer |
1,161,994 | 1,654,364 | ||||||
Christopher J. Hocevar |
737,529 | 1,050,042 | ||||||
Nicole S. Jones |
966,654 | 1,376,254 | ||||||
Jason D. Sadler |
678,576 | 966,108 | ||||||
Thomas A. McCarthy ** |
1,416,105 | 2,016,150 | ||||||
Matthew G. Manders ** |
1,534,012 | 2,184,016 | ||||||
* | The value at the highest performance achievement reflects adjusted income from operations at 200% of target and projected achievement of total shareholder return relative to Cignas SPS performance peer group based on accounting assumptions. |
** | Mr. McCarthy and Mr. Manders will receive a prorated portion of their award in accordance with their respective A&R Agreements. |
Option Awards (Column (f))
Represents the grant date fair value of option awards made under the Cigna Long-Term Incentive Plan computed in accordance with ASC Topic 718 applying the same model and assumptions as Cigna applies for financial statement reporting purposes, as described in Note 16 to Cignas consolidated financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2017 (disregarding any estimates for forfeitures).
Non-Equity Incentive Plan Compensation (Column (g))
This column reflects performance-based compensation awarded under the MIP.
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))
This column includes the aggregate change in the actuarial present value of accumulated benefits under the pension plans, which value increases and decreases from period to period and is subject to the assumptions discussed in connection with the Pension Benefits Table. Information regarding accumulated benefits under the pension plans is also discussed in the narrative to the Pension Benefits Table. In 2017, Mr. McCarthy received a full distribution of his Cigna Pension Plan (Part B) account, as reflected on the Pension Benefits Table. The amounts in this column do not include deferred compensation because we do not provide above market earnings to our executive officers. The symbol in the table represents a negative change in pension value.
All Other Compensation (Column (i))
This column includes:
| Cignas matching contributions to the NEOs accounts under its 401(k) and supplemental 401(k) plans in the following amounts: Mr. Cordani $43,869; Mr. Palmer $20,712; Mr. Hocevar $22,506; Ms. Jones $23,595; Mr. McCarthy $21,263; and Mr. Manders $27,744. |
| Cignas contributions of $91,168 to Mr. Sadlers Third Country National Pension Plan account and $2,304 to Mr. Sadlers Mandatory Provident Fund account. |
| Dividends paid in 2017 on restricted stock units of $414 for Mr. Sadler. |
| Payment of $180,000 to Mr. McCarthy pursuant to his Advisory Services Agreement. For more information on the Advisory Services Agreement, see Potential Payments Upon Termination or Change of Control Terms of Mr. McCarthys Retirement Arrangement. |
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| As permitted by SEC rules, we have included the perquisites and other personal benefits that we provided to certain named executive officers in 2017 where the aggregate amount of such compensation exceeds $10,000. 2017 perquisites valued at incremental cost (the cost incurred by Cigna due to the NEOs personal use or benefit) as follows: |
¡ | For Mr. Cordani, perquisites included the use of the corporate aircraft for personal travel ($143,840), costs for security system monitoring and maintenance ($31,558) and fees for financial planning, tax preparation and legal services related to tax and estate planning. The incremental cost for the use of the corporate aircraft is determined by dividing the annual variable costs by the total number of flight hours and multiplying the result by the number of personal flight hours during the year. Variable costs include fuel, crew travel, trip-related maintenance, landing fees and hangar costs and other similar costs. Fixed costs that do not change based on usage are excluded from the incremental cost calculation. |
¡ | For Mr. Palmer, perquisites included fees paid for financial planning, tax preparation and legal services related to tax and estate planning and costs for security system monitoring and maintenance. |
¡ | For Mr. Sadler, perquisites are consistent with market practice for executives in Hong Kong, which included a housing allowance ($107,517), club memberships, a company car and a personal driver and fees paid for financial planning, tax preparation and legal services related to tax and estate planning. |
Pay Ratio
The ratio of our CEOs total annual compensation to our median employees total annual compensation (the CEO Pay Ratio) is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
Cigna is a global health service company with employees in over 30 countries. We identified our median employee using our global employee population as of October 1, 2017, which consisted of 38,271 U.S. and 7,561 non-U.S. employees as of that date. This population consisted of our full-time, part-time and temporary employees. In accordance with SEC rules, we excluded all employees in the 24 countries with our smallest employee populations, totaling in the aggregate 2,209 employees (approximately 4.8% of our total employee population at October 1, 2017). Employees from the following countries were excluded: United Arab Emirates (131), Australia (4), Bahrain (2), Canada (25), Chile (2), China (221), France (2), Germany (2), Hong Kong (315), Indonesia (327), India (30), Italy (1), Kenya (30), Kuwait (1), Lebanon (2), Malaysia (84), Netherlands (6), New Zealand (222), Norway (1), Oman (7), Saudi Arabia (5), Singapore (30), Switzerland (7) and Turkey (752). After excluding employees in these countries, our employee population as of October 1, 2017 consisted of 43,623 employees (including 38,271 employees in the U.S. and 5,352 employees outside of the U.S.).
To identify our median employee, we used direct cash compensation as our consistently applied compensation measure, as permitted by SEC rules. This included cash elements such as base pay, overtime, sales commissions, variable pay, bonuses (discretionary and non-discretionary) and beeper, on-call and night/weekend pay. This measure encompasses all of the principal methods of direct cash compensation we use for our employees around the globe and we believe reasonably reflects the annual compensation of our employees.
We calculated the median employees total annual compensation in accordance with the requirements of the Summary Compensation Table. Based on our calculation for 2017, our CEOs annual total compensation for 2017 was $17,595,792 and our median employees annual total compensation for 2017 was $63,010. Accordingly, we estimated our CEO Pay Ratio for 2017 to be 279:1. Due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, the ratio may or may not be comparable to CEO pay ratios presented by other companies.
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GRANTS OF PLAN-BASED AWARDS IN 2017
This table provides information about annual incentive targets for 2017 and grants of plan-based awards made in 2017 to the NEOs. The disclosed dollar and share amounts do not necessarily reflect the actual amounts that will be paid or issued to the NEOs. Those amounts will be known only if and when the awards vest or become payable.
NAME (a) |
GRANT DATE (b) |
COMMITTEE APPROVAL DATE (c) |
AWARD TYPE (d) |
ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS |
ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS |
|||||||||||||||||||||||||||||||||||||||||||||||||||
THRESHOLD ($) (e) |
TARGET ($) (f) |
MAXIMUM ($) (g) |
THRESHOLD (#) (h) |
TARGET (#) (i) |
MAXIMUM (#) (j) |
ALL STOCK AWARDS: NUMBER SHARES STOCK (#) (k) |
ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) (l) |
EXERCISE OR BASE PRICE OF OPTION ($/Sh) (m) |
CLOSING MARKET PRICE ON DATE OF GRANT ($/Sh) (n) |
GRANT DATE FAIR MARKET VALUE OF STOCK AND OPTION AWARDS ($) (o) |
||||||||||||||||||||||||||||||||||||||||||||||
David M. Cordani |
| | |
MIP Target |
|
| 2,800,000 | 5,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | SPS | 6,477 | 37,014 | 74,028 | 6,513,698 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | Option | 119,053 | 149.135 | 148.90 | 5,520,020 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Eric P. Palmer |
| | |
MIP Target |
|
| 750,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | SPS | 330 | 1,888 | 3,776 | 332,249 | ||||||||||||||||||||||||||||||||||||||||||||||||||
5/8/2017 | 4/25/2017 | SPS | 146 | 834 | 1,668 | 158,559 | ||||||||||||||||||||||||||||||||||||||||||||||||||
6/16/2017 | 4/25/2017 | SPS | 592 | 3,382 | 6,764 | 671,186 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | Option | 6,073 | 149.135 | 148.90 | 281,581 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Christopher J. Hocevar |
| | |
MIP Target |
|
| 500,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | SPS | 733 | 4,191 | 8,382 | 737,529 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | Option | 13,480 | 149.135 | 148.90 | 625,015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Nicole S. Jones |
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MIP Target |
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| 680,000 | 1,360,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | SPS | 961 | 5,493 | 10,986 | 966,654 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | Option | 17,666 | 149.135 | 148.90 | 819,103 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Jason D. Sadler |
| | |
MIP Target |
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| 648,837 | 1,297,674 | ||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | SPS | 675 | 3,856 | 7,712 | 678,576 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | Option | 12,402 | 149.135 | 148.90 | 575,032 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas A. McCarthy |
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MIP Target |
|
| 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | SPS | 1,408 | 8,047 | 16,094 | 1,416,105 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | Option | 25,881 | 149.135 | 148.90 | 1,200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Matthew G. Manders |
| | |
MIP Target |
|
| 900,000 | 900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | SPS | 1,525 | 8,717 | 17,434 | 1,534,012 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2/28/2017 | 2/21/2017 | Option | 28,038 | 149.135 | 148.90 | 1,300,012 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Columns (f) and (g))
Amounts in column (f) represent annual incentive targets for the 2017 performance period paid in 2018. Individual award values can range from 0% to 200% of target (as reflected in column (g)). The actual amounts earned by each NEO are as follows: Mr. Cordani $4,000,000; Mr. Palmer $975,000; Mr. Hocevar $775,000; Ms. Jones $1,054,000; Mr. Sadler $908,371; Mr. McCarthy $400,000; and Mr. Manders $900,000.
Estimated Future Payouts Under Equity Incentive Plan Awards (Columns (h), (i) and (j))
Represents SPSs awarded for the 20172019 performance period. The People Resources Committee will determine payout amounts for the SPSs, if any, in 2019. The number of shares paid can range from 0% to 200% of the number of SPSs awarded. Threshold shares represent a threshold value for the SPS awards at 17.5% of target, which represents the lowest possible level of share payout under these awards assuming achievement at threshold for adjusted income from operations.
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
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57 |
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COMPENSATION MATTERS
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All Other Option Awards (Column (l))
Represents stock option awards granted under the Cigna Long-Term Incentive Plan and approved by the People Resources Committee at its February 2017 meeting as part of each NEOs long-term incentive award. Stock options represented 50% of the long-term incentive awards for executive officers in 2017.
Exercise or Base Price of Option Awards (Column (m))
Pursuant to the Cigna Long-Term Incentive Plan, the stock option exercise price is the average of the high and low trading price of Cigna common stock on the date of the award.
Grant Date Fair Market Value of Stock and Options Awards (Column (o))
These amounts represent the grant date fair value of equity awards computed in accordance with ASC Topic 718, applying the same model and assumptions Cigna uses for financial statement reporting purposes. The award values represented in the table are theoretical, and may not correspond to the actual value that will be recognized by the NEO. The grant date fair value of SPS awards granted in 2017 reflects the probable achievement level of the TSR performance condition as of the grant date for the assumed award value of SPS awards as shown in the CD&A. TSR performance comprises 50% of the weighting of the SPS performance measures. This forecasted performance condition creates an accounting grant date fair value that differs from the assumed award value granted to each NEO (as reflected in the CD&A).
58 |
Cigna 2018 Notice of Annual Meeting of Shareholders and Proxy Statement |
COMPENSATION MATTERS
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OUTSTANDING EQUITY AWARDS AT YEAR-END 2017
This table provides information about unexercised stock options and unvested stock awards (restricted stock, restricted stock units (RSUs) and SPSs) held as of December 31, 2017 by the NEOs.
OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||
NAME (a) |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE (b) |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) (1) UNEXERCISABLE (c) |
OPTION EXERCISE PRICE ($) (d) |
OPTION EXPIRATION DATE (e) |
NUMBER OF SHARES OR OF THAT NOT VESTED (#) (1) (f) |
MARKET OF OR UNITS OF THAT NOT ($)(2) (g) |
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT (#) (1) (h) |
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT VESTED ($)(2) (i) |
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David M. Cordani |
189,610 | 42.1900 | 3/1/2021 | 67,070 | 13,621,246 | 80,112 | 16,269,946 | |||||||||||||||||||||||||
200,229 | 44.4250 | 2/28/2022 | ||||||||||||||||||||||||||||||
206,843 | 58.7300 | 3/5/2023 | ||||||||||||||||||||||||||||||
229,443 | 78.0350 | 2/26/2024 | ||||||||||||||||||||||||||||||
106,258 | 53,130 | 120.8950 | 2/25/2025 | |||||||||||||||||||||||||||||