CIGNA (CI)
Sector: Health Care
2026 Annual Meeting Analysis
CIGNA · Meeting: April 22, 2026
Directors FOR
3
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of twelve director nominees named in this Proxy Statement for one-year terms to expire at the next annual meeting of shareholders
Against Analysis
Cordani has served since 2009 and bears full accountability for Cigna's stock returning only +2.0% over three years while the company's own compensation peer group returned a median of +51.8% — a gap of nearly 50 percentage points that well exceeds the 35-point trigger threshold; the five-year record also underperforms peers by 45.4 points, so there is no longer-term track record to soften this result.
Foss has served on the board since 2011 and is fully accountable for the three-year performance period during which Cigna's stock trailed the company's own peer group by nearly 50 percentage points; the five-year record shows a similar 45-point shortfall against the same peers, so the underperformance is not a temporary blip.
Hathi joined in 2021 and her tenure fully overlaps the three-year underperformance window; Cigna's stock lagged the peer group median by nearly 50 points over that period, and the five-year comparison tells a similar story, meaning there is no longer-term performance record that would offset the trigger.
Kurian joined in 2021 and his full tenure covers the three-year period during which Cigna lagged its peer group by nearly 50 percentage points; the five-year comparison is similarly unfavorable at 45 points below peer median, removing any mitigating long-term track record.
Mazzarella has served since 2018, fully covering the three-year measurement window, during which Cigna's stock underperformed the peer group by nearly 50 points; the five-year performance record also falls short of the peer median by 45 points, so there is no long-term offset to the underperformance trigger.
McClellan joined in 2018 and his tenure fully overlaps the underperformance period; Cigna's nearly 50-point lag behind peer median over three years, combined with a comparable 45-point shortfall over five years, means shareholders cannot point to a longer positive track record to soften this result.
Ross has served since 2020, and her tenure fully covers the three-year measurement window; the nearly 50-point gap versus the peer group median, sustained over both three and five years, triggers the underperformance threshold with no mitigating long-term record available.
Wiseman is the longest-tenured independent director, having served since 2007, and bears full accountability for the sustained underperformance; Cigna trailed its peer group by nearly 50 percentage points over three years and 45 points over five years, with no positive longer-term track record to offset the trigger.
Zarcone has served since 2005 and is among the most tenured directors on the board; Cigna's stock trailed the peer group median by nearly 50 points over three years and 45 points over five years, making this sustained underperformance — not a recent blip — the basis for an against vote.
For Analysis
Evanko joins the board in 2026 and is fully exempt from the TSR underperformance trigger because he has not yet served 24 months; his deep operational and financial background at Cigna provides relevant qualification for board service.
Hennigan joined the board in June 2025 and has served less than 24 months, making him fully exempt from the TSR underperformance trigger; his extensive experience leading complex regulated businesses provides relevant skills for board oversight.
Ozuah joined in 2023, which means his tenure covers less than half of the three-year underperformance period that was already underway before he joined; policy guidance calls for flagging but not automatically voting against directors whose tenure covers less than half an established underperformance window, so a FOR vote is appropriate with this mitigating context noted.
The TSR underperformance trigger fires for ten of the twelve nominees: Cigna's three-year stock return of +2.0% trails the company's own compensation peer group median of +51.8% by 49.8 percentage points, well above the 35-point threshold that applies when absolute returns are in the low-positive (0–20%) range. The five-year gap of 45.4 points below peer median also exceeds the threshold, eliminating the 5-year mitigant. Two directors are exempt: Evanko (joined 2026) and Hennigan (joined June 2025) are both within the 24-month new-director exemption window. Ozuah (joined 2023) receives a FOR vote under the proportionality guideline because his tenure covers less than half the underperformance period.
Say on Pay
✓ FORCEO
David M. Cordani
Total Comp
$22,866,134
Prior Support
N/A
CEO total compensation of approximately $22.9 million is within a reasonable range for the chief executive of a $70 billion healthcare company, and the pay structure is genuinely performance-oriented: roughly 92% of target pay is variable, with 77% in long-term equity awards and 46% in three-year performance stock awards that use both relative total shareholder return and cumulative earnings goals. The 2023–2025 performance stock award paid out at only 73% of target — reflecting actual TSR underperformance — which demonstrates that the incentive plan is working as intended by reducing executive payouts when shareholders receive below-par returns. No prior Say on Pay result below 70% was identified to trigger automatic opposition, the company has a robust clawback policy, and the pay-for-performance structure does not show evidence of above-benchmark incentive pay being awarded despite poor stock performance.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm fully appropriate for a company of Cigna's size and complexity; the filing excerpt provided does not contain the fee table data needed to calculate a non-audit fee ratio, and auditor tenure is not disclosed in the available text — per policy, the tenure trigger requires confirmed data to fire and does not default to a No vote, so the default FOR applies with the absence of fee and tenure detail noted as a minor information gap.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal – Shareholder Right to Act by Written Consent
John Chevedden is a well-known and credible individual governance activist whose proposals focus on shareholder rights, not political or ideological goals, so this proposal is evaluated fully on its merits. The proposal won 63% shareholder support at an earlier Cigna annual meeting — a near-binding majority signal that shareholders genuinely want this right — and while Cigna did respond by adding a special meeting right, the 25% ownership threshold (combined with a one-year continuous holding requirement that excludes shorter-term holders) is more restrictive than the 10% threshold Delaware law treats as reasonable. The right to act by written consent is a standard governance tool that gives shareholders additional standing to engage with management, and Cigna's restrictive special-meeting access makes the case for this complementary right stronger rather than weaker.
Overall Assessment
The 2026 Cigna ballot presents a mixed picture: ten of twelve director nominees face AGAINST votes because Cigna's stock has trailed its own compensation peer group by nearly 50 percentage points over three years with no five-year offset, while Say on Pay receives a FOR vote because the compensation program is genuinely performance-linked and the CEO's long-term incentive award paid out at only 73% of target reflecting actual underperformance. The written consent stockholder proposal from credible activist John Chevedden warrants support given prior 63% majority backing and Cigna's restrictive 25% special-meeting threshold.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing