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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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the Securities Exchange Act of 1934 (Amendment No.   )

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Cigna_logo.jpg
March 18, 202215, 2024
900 Cottage Grove Road

Bloomfield, Connecticut 06002
Dear Fellow Shareholders:
2021 wasIn 2023, The Cigna Group executed well and delivered sustained growth and strong performance. Powered by our deep clinical expertise, leadership in innovation, and a strong year forhighly experienced and caring team, we made significant progress advancing our company, and we are extremely proud of our Cigna team who, with great resolve and commitment, delivered on Cigna’s mission to improve the health well-being, and peace of mindvitality of those we serve.
As a result, we all navigated a full second year of the COVID-19 pandemic,enter 2024 with momentum and remain focused on advancing our team hosted vaccination clinics, supported accessstrategy and investing in our future. Looking forward, we will continue to testingexpand our reach and treatment,strengthen capabilities across our Evernorth Health Services and volunteered at mass walk-in sites as part ofCigna Healthcare platforms. We will evolve and grow our Community of Immunity program. At the same time, we delivered strong overall 2021 results, as we continuedbusinesses to innovate and advancedeliver value for our shareholders while also building on our work to make healthcare more affordable, predictable,toward a health care system that benefits every individual and simple.every community.
Financial Performance
The Cigna Group successfully delivered on our overall financial goalscommitments for fiscal year 2021:2023:
Grew both revenue and adjusted revenue* by 9%full-year total revenues to $174 billion;$195.3 billion, an increase of 8% year over year.
Achieved shareholdersshareholders’ net income for 2023 of $5.2 billion, or $17.39 per share, of $15.73compared with $6.7 billion, or $21.41 per share, for 2022, and adjusted income from operations of $7.4 billion, or $25.09 per share*share, compared with $7.3 billion, or $23.36 per share, for 2022.
Generated cash flow from operations of $20.47, representing
$11.8 billion.
11% growth; and
Returned over $9 billion to shareholders via dividends andExpanded our total share repurchase authority to $11.3 billion, representing a significant increase over 2020.
value-enhancing deployment of capital. We also sharpened our focus on our global health services portfolio and announcedexpect to repurchase at least $5 billion in common stock by the saleend of the first half of 2024, as well as use the majority of our life, accident, and supplemental benefits businessesdiscretionary cash flow for share repurchase in seven international markets to Chubb. Subject to applicable regulatory approvals and customary closing conditions, we expect to complete this transaction in the second quarter of 2022.
Looking ahead, 2022 will be another year of attractive growth for our company, reinforcing the strength of our businesses.2024.
Advancing Our Strategy
We made meaningful progressare relentlessly focused on improving the way care is accessed, delivered, and coordinated to drive better health outcomes, affordability, and growth across our strategy through our powerful combination of growth platforms: Evernorth Health Services and Cigna Healthcare.Healthcare benefits platforms.
Our health services business successfully markedEvernorth Health Services continued proving its first full-year of operations under the Evernorth brand and grew adjusted revenue by 14% in 2021. Evernorth brings togetherability to create value with differentiated pharmacy, care, and benefits and intelligence services, along with deep expertise and the flexibility to partner acrosscapabilities.
Pharmacological innovation is rapidly reshaping the health care system. This platform is well-positionedlandscape, and our leadership position will allow us to take advantagecapitalize on substantial market opportunities addressing the growing needs of our stakeholders. In 2023, in our Pharmacy Benefits Management business, we took action to increase access to affordable medicines and drive greater transparency and predictability with new programs, such as our EncircleRxSM GLP-1 solution that helps employers and organizations manage the rapidly changing healthcare landscape.complexity and costs of obesity, diabetes, and cardiovascular disease. We continued to provide our clients choices in how they fund pharmacy benefits with a new pharmacy network option, Express Scripts ClearNetworkSM, introduced in November, that offers cost-based pricing for prescription drugs and pharmacy services. Also, recognizing that millions in rural America count on pharmacists to fill gaps in care and improve access, we stepped forward to provide meaningful support through our IndependentRx initiative.
Our large and fast-growing specialty pharmacy business continues to play a critical role in the coming wave of complex drug innovation. For example, Evernorthwe are focused on the multi-year biosimilar wave to drive greater savings and value for our clients.
We advanced our efforts to extend our reach, impact, and growth with new and expanded relationships with partners, including VillageMD and CarepathRx Health System Solutions. We also have a substantial new opportunity with the addition of serving Centene Corporation. Our teams did an exceptional job of starting this relationship on the right foot by readying us to transition 20 million Centene customers to our platform this year.



Recognizing the growing need for mental health care, we launched a value-based care program to strengthen our collaboration with providers and outcomes in our behavioral health network. We also focused on expanding access to care – where and when people need it – at home, virtually, at work, or in person. We also continue to serve growing numbers of customers through MDLIVE, our virtual care platform, and achieved the notable milestone of our 10 millionth visit.
In Cigna Healthcare, we offer services and solutions to employers, organizations, and individuals, along with specialty products that improve the quality of care, health outcomes, affordability, and value. We continued to expand our reach, growing our total medical customers in 2023 by approximately 1.8 million.
Many of our employer clients turned to us for their evolving needs in supporting healthy, engaged, and productive workforces. Our U.S. Employer business continued to make strides in 2023 toward improving affordability, as well as offering new approaches to expand care access and coordination.
In International Health, we continued to lead in managing health needs for government organizations, non-governmental and intergovernmental organizations, and globally mobile individuals. We enhanced our portfolio of solutions and expanded our reach into existing markets, including being the first international health insurer to receive a branch license from the Saudi Central Bank to operate in the Kingdom of Saudi Arabia.
In our Medicare Advantage and Individual Exchange businesses, we supported those we serve and our company by balancing competitive benefit offerings, targeted market expansion, and disciplined pricing activity. Our Medicare Stars Quality Rating underscored the value we provide to seniors, showing that we again have over two-thirds of our members in 4-star or higher plans.
Earlier this year, we announced that we had reached a definitive agreement to sell our Medicare Advantage, Cigna Supplemental Benefits, Medicare Part D, and CareAllies businesses to Health Care Service Corporation for a total transaction value of approximately $3.7 billion. We expect this transaction to be accretive to our earnings per share in 2025, while also supporting our company in sharpening our focus on businesses where our investments can create significant value across our enterprise. Looking forward, we will continue to innovate and grow from the significant demand forour government services business in our high-performing Evernorth portfolio.
Our Responsibility
As a high-performance organization, we are also guided by our purpose and commitment to make health care more mental health services, as well as rapidly changing access to care models. Evernorth is continuing to expand virtual care services leveraging MDLIVE, a telehealth acquisition made earlysustainable, accessible, and equitable. Throughout 2023, The Cigna Group advanced impactful work in 2021, and through expansioneach pillar of our behavioral care networks. Today, we offer virtual care options for behavioral health, and also for primary care and wellness, urgent, and dermatology services.
In our Cigna Healthcare portfolio, including our U.S. Commercial, U.S. Government, and International Health businesses, in total we delivered attractive growth and ended the year with 17.1 million total medical customers. Overall, Cigna Healthcare supported and delivered for our customers, clients, and partners through a challenging year, and is well-positioned to both grow membership and focus on margin expansion in 2022. Additionally, Cigna Healthcare will partner and leverage our Evernorth innovations. For example, we’re continuing to expand digital experiences that help engage customers and create better health outcomes, improved customer experience and lower total cost of care. A recent approach we developed for patients diagnosed with orthopedic and musculoskeletal conditions provides highly personalized and actionable information to guide their choices and support improved health outcomes and affordability.
Making Strides on Environmental, Social, and Governance (ESG) strategic framework:
We made significant advancements on ESG areas of focus that are importantHealthy Society through our continuing efforts and investments to us as a companyaddress health disparities.
Healthy Workforce by supporting the health and to our stakeholders, and align with our mission. With the leadershipvitality of our Diversity, Equity,global colleagues.
Healthy Environment through our commitments and Inclusion (DEI) Council, we builtactions to reduce our carbon footprint.
Healthy Company by ensuring that our company’s ethics and values are at the center of all of our interactions and business decisions.
For more information about our ESG vision to advance better health for all, please review our annual ESG report, available on TheCignaGroup.com/our-impact.
Additionally, our longstanding efforts to promote health equity in at-risk populations through increased community grants, partnerships, and other efforts. Our new publicly available 2022 Diversity Scorecard tangibly reflectsReport demonstrated our commitmentprogress towards our goals in three areas: culture and coworkers, clients and customers, and communities. We’re pleased that our leadership continues to DEI, and how we are holding ourselves accountable for progress.
We are proud to remain a leader in corporate sustainability, and our efforts have beenbe recognized, including by a number of prominent organizations, including the Dow Jones Sustainability Indices (DJSI), which named our company as a corporate sustainability industry leader for the seventh consecutive year, and by the National LGBT Chamber of Commerce (NGLCC) and partners in the National Business Inclusion Consortium (NBIC) listed our company among the 2023 "Best-of-the-Best" Corporations for Inclusion.
Our Commitment to Governance
In June 2023, Dr. Philip Ozuah, President and CEO of Montefiore Medicine, was appointed as a fifth consecutive year.
This year, we also focused on refreshingnew independent director to our Board of Directors. Dr. Ozuah, who has 32 years of experience in medicine, adds to ensure we have the skills necessarydeep expertise and diverse backgrounds of our board. His national reputation as a leader in value-based care, particularly his emphasis on aligning community-based organizations and services critical to helpaddressing the companysocioeconomic determinants of health, has been and will continue to grow and thrive long-term. We were pleased to add George Kurian, CEObe an asset for The Cigna Group.



Approximately 70% of NetApp, Inc. and Neesha Hathi, Chief Digital Officer of The Charles Schwab Corporation to complement the diversity of experienceour directors have served on our Board. Both GeorgeBoard for less than our Board’s 7.25-average tenure, which demonstrates how we continue to bring new and Neesha bring strong customer engagement experiencerelevant perspectives and business leadership that will serve us well. We would also likeskill sets into our company. In 2023, our Board composition compared favorably to take this opportunity to again thank Isaiah “Ike” Harris, Jr., who retired from the Board at the end of the year. During hisS&P benchmarks on mean age, tenure, we benefited from Ike’s many contributions and counsel,gender and share his optimism for our future. With Ike’s retirement, Eric Wiseman was appointed to Lead Independent Director, and looks forward to continuing to serve and deliver on our mission.ethnic diversity.
Annual Meeting of Shareholders
On behalf of theThe Cigna CorporationGroup Board of Directors, we invite you to attend our 20222024 Annual Meeting of Shareholders to be held April 27, 2022.24, 2024. The attached Notice of 20222024 Annual Meeting of Shareholders and Proxy Statement contains important information about the business to be conducted atconducted.
We are proud of the Annual Meeting.
Weprogress we made in 2023 on behalf of those we serve, our communities, and our company, and we look forward to continuing to serve our customers, patients,another year of positive impact, strong execution and clients, and delivering attractive value creation and sustained growth in the years ahead.growth. On behalf of our more than 70,000 employees around the world, and the entire Board, we thank you for your support and investment in Cigna.The Cigna Group.

Sincerely,
/s/ David M. Cordani
/s/Eric C. Wiseman
David M. Cordani
Eric C. Wiseman
Chairman and Chief Executive Officer
(CEO)
Lead Independent Director
*
Consolidated adjusted revenues and adjusted income from operations per share are non-GAAP measures. See Annex A to the Proxy Statement.

*Consolidated adjusted income from operations and adjusted income from operations per share are non-GAAP measures. See Annex A to the Proxy Statement for a reconciliation of GAAP to non-GAAP measures, as well as a reconciliation of segment metrics to their comparable consolidated metrics.




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Notice of 2024 Annual
Meeting of Shareholders
NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS
Meeting Details

Items of Business
Date and Time:Calendar.gif
Virtual Meeting Site:Date
Wednesday, April 27, 2022
9:30 a.m., Eastern Time24, 2024
1
www.virtualshareholdermeeting.com/CI2022
Items of Business
Our Board of Directors
recommends you vote
Proposal 1:
Election of eleventwelve director nominees named in this Proxy Statement for one-year terms to expire at the next annual meeting of shareholders.
FOR the election of each director
nominee
Proposal 2:
2
Advisory approval of executive compensation.
FOR
Proposal 3:Time.gif
Time
10:30 a.m. Eastern Time
3
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022.
FOR
2024.
Proposal 4:
4
Shareholder Proposal – SpecialImprove the shareholder right to call a special shareholder meeting, improvement, if properly presented.
AGAINST
Proposal 5:Location.gif
Location
Virtual Meeting
5
Shareholder Proposal – Gender pay gap report,Report to shareholders on risks created by the Company's diversity, equity, and inclusion efforts, if properly presented.
AGAINST
Proposal 6:
+
Shareholder Proposal – Political contributions report, if properly presented.
AGAINST
Consideration of any other business properly brought before the meeting.
The Board of Directors has fixed March 8, 2022 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. A list of these shareholders will be open for examination by any shareholder electronically during the 2022 Annual Meeting at www.virtualshareholdermeeting.com/CI2022 when you enter your 16-digit control number.
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 18, 2022Record.gif
Record Date
March 5, 2024

The Board of Directors has fixed March 5, 2024, as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. This Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about March 15, 2024.
Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the internet, or, if you received a proxy card or instruction form, by completing, dating, signing, and returning it by mail.
By order of the Board of Directors,

/s/ Julia Brncic
Kari Knight Stevens
Julia Brncic
Kari Knight Stevens
Corporate Secretary
March 15, 2024
Important Notice Regarding the Availability of Proxy Materials for
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2024.
the Annual Meeting of Shareholders To Be Held on April 27, 2022
The Notice of Annual Meeting, Proxy Statement, and Annual Report for
the fiscal year ended December 31, 20212023 are available at www.proxyvote.com.www.proxyvote.com.



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PROXY STATEMENT SUMMARY

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Proxy Statement Summary
Meeting InformationWays to Vote

Calendar.gif
Date and Time
Wednesday, April 24, 2024 10:30 a.m. Eastern Time
Over the internet. Vote at www.proxyvote.com in advance of the meeting.
By telephone.
Use the telephone number shown on your proxy card.
Location.gif
Location
The Annual Meeting will be held in a virtual format only, at www.virtualshare holdermeeting.com/CI2024.
Record.gif
Record Date
March 5, 2024
By mail. If you received a proxy card, mark your voting instructions on the card and sign, date, and return it in the postage-paid envelope provided.
Admission.gif
Admission
To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/CI2024 and enter the 16-digit control number included in your notice of internet availability of proxy materials, voting instruction form, or proxy card.
At the meeting. To vote during the Annual Meeting, visit www.virtualshareholdermeeting.com/CI2024 and enter the 16-digit control number included in your notice of internet availability of proxy materials or proxy card.
Voting Recommendation
Items of BusinessBoard
Recommendation
Page
1Election of twelve director nominees named in this Proxy Statement for one-year terms to expire at the next Annual Meeting of shareholders.
FOR the election of each director nominee
2Advisory approval of executive compensation.FOR
3Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.FOR
4Shareholder Proposal – Improve the shareholder right to call a special shareholder meeting, if properly presented.AGAINST
5Shareholder Proposal – Report to shareholders on risks created by the Company's diversity, equity, and inclusion efforts, if properly presented.AGAINST



The Cigna 2022 Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement3
1



PROXY STATEMENT SUMMARY

2023 Performance and Accomplishments

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Thanks to the dedicated efforts of our approximately 72,500 colleagues around the world:
The Cigna Group delivered on our overall financial goals for fiscal year 2023.
We continued to execute our growth strategy.
We advanced our work to create a healthier, more sustainable, and inclusive world.
Delivered in a dynamic environment
Our financial performance underscored the strength of our growth platforms, and our service-based, capital-light business model.
In 2023, we:
Grew both full-year total revenues and adjusted revenues* by 8% to $195.3 billion.
Achieved full-year shareholders’ net income per share of $17.39, and adjusted income from operations per share* of $25.09.
Returned $3.7 billion to shareholders through share repurchases and dividends in 2023.
Continued to Execute Our Growth Strategy
We innovated, partnered, expanded access to care, built stronger communities, and delivered differentiated value to advance our vision for the future of health care — and improve lives.
We executed the pharmacy benefits industry’s largest implementation with Centene to bring Express Scripts’ best-in-class pharmacy solutions to 20 million Centene members.
Evernorth Health Services created a new, multi-year strategic partnership with CarepathRx Health System Solutions to improve specialty and care services to providers, hospitals, and health systems.
We enhanced MDLIVE’s rapidly growing virtual primary care experience for patients and clinicians by acquiring Bright.md’s technology and clinical capabilities. MDLIVE is also improving its virtual primary care service to include health coaching for patients with chronic conditions.
To continue driving greater transparency of prescription medications, while preserving and protecting client choice, we launched ClearCareRX and ClearNetwork.
Express Scripts, from Evernorth Health Services, provided clients with additional flexibility by offering a new option for simple "cost-plus" pharmacy pricing for brand, generic, and specialty medications.
To ensure Americans living in rural areas have greater access through partnerships and independent pharmacies, Evernorth Health Services introduced IndependentRx and enhanced the MoreThanRx solution suite.
Cigna Healthcare removed nearly 25% of medical services from prior authorization requirements to simplify the care experience for customers and clinicians.
We partnered with Monogram Health — a leading value-based specialty provider of in-home evidence-based care and benefit management services — to provide in-home primary and specialty care to Cigna Healthcare Medicare Advantage customers with chronic kidney disease and end-stage renal disease.
We are positioned to offer enhanced, localized health and well-being solutions with global capabilities in the Kingdom of Saudi Arabia by securing the first branch license granted to an international insurance provider.
We completed several investments through The Cigna Group Ventures — driving innovation across the health care ecosystem, especially in mental and behavioral health care, and data analytics.
Advancing Better Health for All
We aim to transform the ecosystem of health into one that is well-functioning, sustainable, accessible, and equitable.
Our ESG approach is structured around four connected pillars — Healthy Society, Healthy Workforce, Healthy Environment, and Healthy Company — that underscore our mission to improve the health and vitality of those we serve. In 2023, we:
Achieved our goal of $1 billion in annual total diverse supplier spend, and we did so two years ahead of schedule.
PROXY STATEMENT SUMMARY
2
Mission, Strategy and Values
Cigna Corporation is a global health services company dedicated to improving the health, well-being, and peace of mind of those we serve. With deep, expansive, and integrated capabilities, Cigna advances high-quality, affordable whole-person health. Our employees are champions for the people we serve, helping individuals and families thrive by offering connected, personalized solutions to prevent and better manage health challenges. Guided by our mission, strategy, and values, Cigna is well-positioned for continued success in realizing our vision: to make health care more affordable, predictable, and simple for those we serve.
Our Mission
To improve the health, well-being, and peace of mind of those we serve
by making health care affordable, predictable and simple.
Our Values

4   Cigna 20222024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group



PROXY STATEMENT SUMMARY

Continued to make progress on our Scope 3 greenhouse gas (GHG) emissions inventory, with the intent to disclose additional categories, and aim to set science-based GHG reduction targets.

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PROXY STATEMENT SUMMARY
Published our 2022 Diversity Scorecard Report, which demonstrates our progress relative to goals in three key areas: culture and coworkers, clients and customers, and communities.
Supported nearly $51 million in combined charitable giving, including approximately $15.6 million through The Cigna Group Foundation toward the following focus areas: health and well-being; education and workforce development; community and social issues; military, veterans, and first responders; disaster relief; global and trending causes; employee programs; The Cigna Group Scholars; and Healthier Kids For Our Future®.
Expanded our caregiver leave program from four weeks to eight weeks, which provides paid leave to enable employees to bond with a child after birth or adoption or to care for a family member with a serious health condition.
Continued to have robust engagement with our shareholders on a variety of topics, including ESG.
Received the following ESG-related recognitions:
Named one of America’s Most JUST Companies for the fourth year by JUST Capital and CNBC, including No. 1 in the Health Care Providers industry and No. 6 overall in the JUST 100 for 2024.
Member of Dow Jones Sustainability Index for both the World and North America for the seventh consecutive year.
Ranked No. 14 on Fair360’s (formerly known as DiversityInc) Top 50 Companies For Diversity, a 10-place jump forward from 2022.
Honored by Business Group on Health as Best Employer for Health and Well-being.
Achieved perfect score for the 11th consecutive year on the Human Rights Campaign Foundation’s 2023—2024 Corporate Equality Index, earning the Equality 100 Award: Leader in LGBTQ+ Workplace Inclusion.
Scored 100 on the 2023 Disability Equality Index, which is considered the most robust assessment for disability inclusion in business.
Earned top spot for sustainability in the health care industry on Forbes’ inaugural Net Zero Leaders List.

2021 Performance and Accomplishments
Thanks to the dedicated efforts of our more than 70,000 employees around the globe:
• Cigna delivered on our overall financial goals for fiscal year 2021;
• Advanced our strategic goals to make health care affordable, predictable, and simple;
• Continued our work to create a healthier, more sustainable, and inclusive world; and
• Helped those we serve and the broader society navigate the COVID-19 pandemic.
Delivered in a dynamic environment
Our financial performance underscored the strength of our growth platforms, and our service-based, capital-light business model.
In 2021, we:
• Grew both revenue and adjusted revenue* by 9% to $174 billion;
• Achieved shareholders net income per share of $15.73 and adjusted income from operations, per share,* of $20.47, representing 11% growth; and
• Returned over $9 billion to shareholders via dividends and share repurchase, a significant increase over 2020.
To further sharpen our strategic focus on our global health services portfolio, we announced the sale of our life, accident, and supplemental benefits businesses in seven international markets to Chubb. We expect to complete this transaction in the second
quarter of 2022, subject to applicable regulatory approvals and customary closing conditions.
Advanced our strategy to make health care more affordable, predictable, and simple
Across our growth platforms, we innovated, partnered, and delivered differentiated value to advance our vision for the future of health care – and improve lives.
• We enhanced our ability to deliver a more affordable, convenient, and connected patient care experience for millions of customers last year when we acquired MDLIVE, a leading 24/7 virtual care platform. We continued to expand MDLIVE’s
capabilities to include urgent and dermatology care, as well as behavioral health services.
• The Department of Defense awarded Express Scripts a new contract as its TRICARE Pharmacy Program partner, giving us the continued opportunity to serve 9.6 million active-duty service members, retirees, and their families. The new contract
extends Express Scripts’ service to the Defense Department, which began in 2003, until 2029.
• We increased access to quality care by continuing to grow the geographic reach of our Medicare Advantage and Individual and Family Plans businesses. For the 2022 calendar year, 86% of our Medicare Advantage customers are in plans rated 4
Stars or higher – and this is our third year with an overall 4.5-Star rating.
• As part of our efforts to create affordable access to health care in a way that’s predictable and simple, we launched the Shared Savings Program to promote greater biosimilar use and reduce prescription drug costs for customers and clients. Cigna is taking steps to encourage greater adoption of available biosimilars and empower patients with the information they
need to discuss treatment options with their providers.
• As we strive to be the partner of choice in health care, we expanded several of the partnerships that are helping us get the
best results for our clients while fueling our growth, including:
 Prime Therapeutics: By leveraging our drug home delivery services and our industry-leading Accredo specialty pharmacy,
we are helping to drive greater long-term value for Prime’s 30 million customers across 23 health plans.
 Ginger: We were the first carrier to bring Ginger’s mental health coaching services – accessible via a mobile app – in
network, because we know that such services can help prevent the onset of more serious mental health conditions.
 Oscar: We expanded our partnership to provide affordable health insurance for small businesses.
 Honeysuckle Health: Through our joint venture with the nib Group in Australia, we are working with this analytics-driven health services company to help people prevent or better manage disease by developing more precisely targeted
interventions.

Cigna 2022 Notice of Annual Meeting of Shareholders and Proxy Statement   5

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PROXY STATEMENT SUMMARY
Advanced our work to create a healthier, more sustainable, and inclusive world
Driven by our commitment to enhancing the health and vitality of the communities where we live and work, we focused on making a difference and building a better future for all.
To advance health equity, we worked to eliminate barriers to health and improve access to care. Our team delivered 135,000
COVID-19 care kits and promoted testing and vaccination in underserved communities in Houston, Miami, and Memphis.
We promoted equity and equality in pay and career advancement. In the U.S., our female employees now earn more than 99 cents for every dollar earned versus similarly situated male employees – and our employees from underrepresented groups (which includes Black/African American, Hispanic or Latinx, Pacific Islander and American Indian/Alaskan) earn more than 99 cents for every dollar earned versus similarly situated white employees. We are also continuing to improve ethnic minority representation and gender equity in our leadership pipeline by engaging in strong succession planning, hosting leadership development programs, leveraging our Employee Resource Groups, and strengthening our talent attraction efforts through
strategic partnerships.
We stayed on track to meet our aspirational goal of $1 billion in diverse spending by 2025, to help ensure that the businesses we work with are representative of the communities we serve. We also expanded our supplier mentoring program, which pairs minority suppliers with a Cigna executive for 18 months to help develop strategies to strengthen and grow their businesses.
We launched our Diversity, Equity, and Inclusion (DEI) Council, with our CEO David Cordani serving as Chairman. The Council’s focus is on advancing health equity and continuing to strengthen our diverse and inclusive culture. We also released our first-ever Diversity Scorecard, a tangible example of our commitment to leading and being transparent with our DEI progress.
We received a number of external recognitions for our efforts, including:
 We were named a leader in corporate sustainability for the fifth consecutive year on the Dow Jones Sustainability Indices.
 DiversityInc named us one of the Top 50 Companies for Diversity.
 For the seventh year in a row, we were named a “Best Place to Work for Disability Inclusion,” earning a score of 100 on the
2021 Disability Equality Index.
 We were named a “2022 Best Places to Work for LGBTQ+ equality by the Human Rights Campaign Foundation and
achieved a 100% score for the tenth consecutive year.
Continued leading in helping people and businesses navigate the COVID-19 pandemic
As the world navigated a second year of the COVID-19 pandemic, we were a champion for the health and well-being of our customers, clients, partners, and communities.
Our team worked to bring the benefits of vaccines to as many people as possible through our Community of Immunity
initiative. We:
 Reinforced the value of vaccination by providing our clients with timely, comprehensive resources, such as employer guides and email toolkits. We also made it more convenient for our clients to access vaccines, by coordinating with pharmacies, labs, and on-site occupational health providers to connect clients with dedicated vaccination clinics for their worksites and
to reserve vaccinations with local providers.
 Launched a vaccine utilization dashboard for Cigna and Evernorth clients to help employers increase vaccine adoption by
identifying local geographies with vaccine hesitancy or disparities.
 Removed barriers to vaccine access for our Medicare Advantage customers by providing free rides and sharing vaccine
safety information.
 Joined the White House “Tiger Team” initiative and helped to provide vaccine access to over two million American seniors living in at-risk, vulnerable, and underserved communities. We helped people book appointments, reminded them about
follow-ups, and arranged transportation.
 Hosted vaccination clinics in at-risk communities in Arizona and Tennessee, leveraging local, trusted voices to encourage
vaccination and support access.
Well before the federal government’s mandate on reimbursement for over-the-counter COVID-19 tests, Express Scripts took an industry-leading decision to offer health plans and employers a first-of-its-kind option to cover test kits under their pharmacy benefit at participating in-network pharmacies.
Our global COVID-19 Vaccine Perceptions Study helped to spotlight the reasons for vaccine hesitancy and identify the support and information people need to accept the vaccines with confidence.
In partnership, Cigna Foundation and the New York Life Foundation expanded eligibility for our Brave of Heart Fund grants to support the families of health care workers who lost their lives in the fight against COVID-19.
We are proud of our accomplishments in 2021 and energized by the momentum that will drive us forward in 2022. Although the environment will continue to be dynamic, we’ve shown that we have the resilience, flexibility, and focus to continue fulfilling our promises to our customers, clients, co-workers, and shareholders. We look forward to another successful year.
* We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2021.2023. Consolidated adjusted income from operations, per share, and consolidated adjusted revenues are not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP measures, shareholders’ net income, per share, and total revenues, respectively. Shareholders’ net income was $5.4 billion, shareholders’ net income per share was $15.73, and total revenue was $174.1 billion for the year ended December 31, 2021. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A.

6   The Cigna 2022 Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement
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PROXY STATEMENT SUMMARY
ESG at The Cigna Group
At The Cigna Group, we advance better health for all. Our environmental, social, and governance (ESG) approach is rooted in our drive to make the health care system well-functioning, sustainable, and equitable. This approach is structured around four connected pillars that underscore our mission to improve the health and vitality of those we serve.
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Healthy Society
Building a well-functioning, sustainable, accessible, and equitable health care system requires understanding and addressing social determinants of health and improving medical quality and access, while lowering health risks, promoting preventive health interventions, and coordinating all aspects of care.
Sustainable Health Care: We are committed to transforming how care is accessed, delivered, and coordinated to drive better health outcomes and affordability for our clients and customers. Core to our approach to sustainable health care is influencing how patients access care and connect to the highest-quality physicians, medications, and optimized care modalities – with a focus on value.
Product Service and Quality: Our portfolio of offerings solves diverse challenges across the health care system. We offer a differentiated set of pharmacy, medical, behavioral, dental, and supplemental products and services. The experiences of our customers, clients, and strategic partners are critical to protecting and improving our customers’ health and vitality, as well as enabling our business strategy and being a source of competitive differentiation.
Health Equity: Our purpose is to ensure that all people have the opportunity to achieve their full health potential regardless of social, economic, or environmental circumstances. To this end, we collaborate with providers to integrate health equity and social determinants of health into value-based reimbursement models and address the root causes of health disparities through innovative and measurable interventions that are impactful and scalable.

Every day, we work to make a difference in the health of our communities.
Community Resilience: Every day, we work to make a difference in the health of our communities. Our commitment to local communities continues to align to our mission of improving the health and vitality of those we serve. Our community engagement is through the work of The Cigna Group Foundation, corporate giving, and employee giving and volunteerism.
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Healthy Workforce
We believe that employers play a vital role in the health care system, and we strive to be a model for others by prioritizing the health and vitality of employees within our own company. A healthy and diverse workforce is essential to achieving our mission, and we continually invest in our employees to support their health and vitality, to foster their growth and development, and to further cultivate diversity and inclusion.
Employee Health, Safety and Well-Being: Higher vitality is linked to better mental and physical health, to higher levels of job satisfaction and performance, and to a more motivated, connected, and productive workforce. Our enterprise well-being strategy and benefits programs are designed to provide holistic support for the eight dimensions of vitality for each of our approximately 72,500 employees worldwide and their families.
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PROXY STATEMENT SUMMARY

TABLE OF CONTENTS

We strongly believe that investing in our people is one of the most important decisions we can make as a company.
Diversity, Equity, and Inclusion within Our Workforce: We recognize that our continued success depends on the collective strengths of our employees. We are committed to nurturing an inclusive culture of belonging that is powerfully diverse, strives for equity, and values every person’s unique differences and talents because we know this supports better decision-making, greater innovation, and higher levels of engagement within our company, which help us improve the health and vitality of those we serve.
Human Capital Development: We strongly believe that investing in our people is one of the most important decisions we can make as a company. Our focus on the growth and development of our people is essential to attracting, retaining, and engaging our workforce and ultimately achieving our mission and business growth.
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PROXY STATEMENT SUMMARY
Healthy Environment
We believe that responsible environmental stewardship can improve health and vitality — and also makes sound business sense. We strive to identify new efficiencies and make strategic investments that reduce our environmental impacts and our operating costs. In addition, we see an opportunity to measure the positive impact on the environment with ways we are advancing our business, including through our continued investment toward the growing use of virtual care.
Climate Change and Emissions: As a global health company, we are keenly focused on the connection between planetary health and human health. We set targets to drive progress on our operational sustainability and strategies to achieve them in the coming years.
Sustainable Operations:To further support our operational sustainability targets and reduce our environmental impact, we prioritize efficiency in our buildings, responsible water management, and proper waste reduction.
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Healthy Company
We have a deep and long-held commitment to strong governance, as well as ethical and resilient business practices. The strength of our Board of Directors contributes meaningfully to upholding these commitments.
Leadership and Accountability: Our Board is committed to principles of good corporate governance. Our Corporate Governance Guidelines set forth the key governance principles that guide the Board. These guidelines, together with the charters for the Board’s Audit, Compliance, Corporate Governance, Finance, and People Resources Committees, provide the framework for effective governance to promote oversight, accountability, and successful outcomes. Our Board has ultimate oversight for our ESG strategy and performance.
Business Ethics and Compliance: Earning, building, and maintaining the trust of our customers, clients, employees, business partners, and regulators is critical to the success and sustainability of our business. We strive to meet consistent standards of integrity in everything that we do. Our ethics, compliance, and employee relations teams play a critical role in driving ethical behavior across our business. Through a company culture that emphasizes ethics and integrity, we empower employees to be responsible corporate citizens and support the dignity of workers across our value chain.
Data Protection: As a global health company, we collect, store, and process a high volume of sensitive data in connection with the services we provide. We understand the critical importance of securing personal information and maintaining a robust and agile data protection program in an ever-evolving landscape. We take the trust our clients and customers place in us very seriously and are committed to protecting their information.
Responsible Supply Chain: As we drive sustainability across our operations, we look to ensure our indirect (procured goods and services to support our day-to-day operations) and direct supply chains (procured goods and services to be delivered to our customers) embody our ESG aspirations and commitments. The Cigna Group achieved our goal of $1 billion in total diverse supplier spend two years ahead of schedule. Our Supplier Code of Ethics underscores our support of fundamental human rights for all, as well as our environmental expectations.


The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement
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PROXY STATEMENT SUMMARY
Director Nominees
Committee Membership
Name and Title
Director
Since
Independent
AuditCompliance
NAME AND TITLE(1)
Corporate Governance
FinancePeople Resources
DIRECTOR
SINCE
INDEPENDENT
COMMITTEE MEMBERSHIP
Executive
Audit
Compliance
Corporate
Governance
Finance
People
Resources
Executive
David M. Cordani
Chairman and Chief Executive Officer of The Cigna Group
2009
2009
Chair
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William J. DeLaney
Former Chief Executive Officer of Sysco Corporation
2018l
2018
l
l
Eric J. Foss
Former Chair, President, and Chief Executive Officer of Aramark
2011l
2011checkmark.gif
l
Chair
(elect)
(elect)
l
Retired Maj. Gen. Elder Granger, MD, MG, USA (Retired)
M.D. President and Chief Executive Officer of TheTHE 5Ps, LLC
2018l
2018checkmark.gif
l
Chair
l
Neesha Hathi
Chief Digital OfficerHead of Wealth and Advice Solutions of The Charles Schwab Corporation
2021l
2021
l
l
George Kurian
Chief Executive Officer of NetApp, Inc.
2021l
2021
ll
Kathleen M. Mazzarella
Chair, President, and Chief Executive Officer of Graybar Electric Company, Inc.
2018ll
2018checkmark.gif
Chair
l
Mark B. McClellan, MD, PhD
M.D., Ph.D.
Director, Duke-Robert J. Margolis, MD,M.D., Center for Health Policy
2018l
2018
ll
Philip O. Ozuah, M.D., Ph.D.
President and Chief Executive Officer of Montefiore Medicine
2023l
ll
Kimberly A. Ross
Former Chief Financial Officer of Baker Hughes Company
2020l
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l
Chair
l
Eric C. Wiseman
Lead Independent Director of The Cigna Group; Former Executive Chair, President, and Chief Executive Officer of VF Corporation
2007l
2007
l
Donna F. Zarcone
Former President and Chief Executive Officer of The Economic Club of Chicago
2005ll
2005checkmark.gif
Chair
l
(1)
Mr. John M. Partridge is not nominated for reelection and will retire effective as of the Annual Meeting on April 27, 2022. Mr. Partridge is currently chair of the Finance Committee and serves on the Audit and Executive Committees. Upon Mr. Partridge’s retirement, Mr. Foss will become Chair of the Finance Committee and join the Executive Committee.
Our Board is composed of individuals with expertise in fields relevant to Cigna’s business, experience from different professions and industries, a diversity of age, race, ethnicity, gender and global experience and a range of tenures. Together, this diverse mix of skills and experience effectively supports our strategy. Among our director nominees, four are women and three are racially or ethnically diverse individuals (meaning, an individual who self-identifies as Black/African American, Hispanic or Latinx, Asian, Pacific Islander, American Indian/Alaskan, or as two races or more). The following graphics represent the diversity of our independent director nominees:




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PROXY STATEMENT SUMMARY

Independent Director Diversity

TABLE OF CONTENTS

Our Board is composed of individuals with expertise in fields relevant to The Cigna Group business; experience from different professions and industries; a diversity of age, race, ethnicity, gender, and global experience; and a range of tenures. Together, this diverse mix of skills and experience effectively supports our strategy. Among our director nominees, four are women and four are racially or ethnically diverse individuals (meaning an individual who self-identifies as Black/African American, Hispanic or Latinx, Asian, Pacific Islander, American Indian/Alaskan, or two races or more). The following graphics represent the diversity of our independent director nominees.
PROXY STATEMENT SUMMARYOverall
Corporate Governance
The Board is committed to ensuring corporate governance practices that best protect the interests of our shareholders. The Board and the Corporate Governance Committee oversee the Company’s shareholder engagement practices. We believe that strong corporate governance and an independent Board provide the foundation for financial integrity and shareholder confidence.
We engage with shareholders on issues related to corporate governance, executive compensation, corporate responsibility, Company performance and other areas of focus for shareholders. Our engagement with shareholders helps us better understand our shareholders’ priorities and perspectives. We take insights from this feedback into consideration and share them with our Board as we review and evolve our practices and disclosures.
Diversity
SHAREHOLDER ENGAGEMENTGender
Diversity
We engage with shareholders throughout the year.Racial/Ethnic
Diversity
Tenure
Diversity
Public Company
Service Diversity
43980465497124398046549713439804654971443980465497154398046549716
nIndependent diverse director nomineesnIndependent female director nomineesnIndependent racially or ethnically diverse director nomineesn
Independent director nominees with less than average tenure
7.25 years average tenure
nIndependent director nominees with past experience serving on a public company board
Corporate Governance
The Board is committed to ensuring corporate governance practices that best protect the interests of our shareholders. We believe that strong corporate governance and an independent Board provide the foundation for financial and operational integrity and shareholder confidence.
Shareholder Engagement
The Board and the Corporate Governance Committee oversee the Company’s shareholder engagement practices. Our engagement with shareholders helps us better understand our shareholders’ priorities and perspectives. The Board considers feedback and insights from our shareholders as it reviews and evolves our governance and executive compensation practices and disclosures.
We engage with shareholders throughout the year on a number of topics related to corporate governance, executive compensation, corporate responsibility, Company performance, and other areas of focus for shareholders. Over the past year, we engaged on governance-related topics with holders of approximately 40% of our outstanding stock.(1)
In 2021,2023, we invited holders of 73%approximately 70% of our outstanding stock, including our 100 largest shareholders, to engage with us.
us to discuss corporate governance topics.
(1)
Throughout the year, we engaged on governance-related topics with holders of 49% of our outstanding stock.

Topics
Corporate governance and shareholder rights
Board composition
and refreshment
Executive compensation and human capital matters
Diversity, equity, and inclusion efforts
ESG initiatives
and performance
Beyond specific engagement around corporate governance, the Investor Relations team and senior management engage with investors regularly to discuss our operating performance and growth strategy.
(1)Based on holdings as of December 31, 2023.

Response to COVID-19 pandemic
The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement
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PROXY STATEMENT SUMMARY
Key Governance Practices
Independence
Best PracticesAccountability
Shareholder Rights
KEY GOVERNANCE PRACTICES
Independence
Best Practices
Accountability
Shareholder Rights
Other than the Chair/CEO,
all directors are independent

Lead Independent Director with clearly defined responsibilities

100% independent Audit,
Compliance, Corporate
Governance, Finance, and
People Resources Committees

Regular meetings of the
independent directors of the Board and its committees, without management present

Board and its committees may hire outside advisors
independently of management
Active shareholder engagement

Diverse Board in terms of gender, race and ethnicity, experiences, and specific skills and qualifications

Adoption of policy to ensure a diverse candidate pool for all director searches

Separate Code of Business Conduct and Ethics for the Board

Majority of director compensation delivered in Cigna common stock

of The Cigna Group
Robust stock ownership
guidelines for directors
Annual election of all directors

Directors elected by majority vote standard for uncontested election

Annual self-evaluations of the Board, its committees, and individual directors, includingand periodic independent third-party assessments,

including in 2024
Annual evaluation of the Board leadership structure
Annual evaluation of CEO
(including (including compensation) by independent directors

Clawback policypolicies that applies to our short-comply with and long-term incentive plansgo beyond the requirements of the Dodd-Frank Act and NYSE rules
Shareholder right to call
a special meeting

Proxy access right
allowing shareholders to include their nominees in proxy materials for shareholders

election at annual meetings
 No supermajority
vote provisions in
Shareholders can amend our Certificate of
Incorporation or
By-Laws

with a support of holders of a majority of outstanding stock; no supermajority vote provisions
No shareholder rights
plan or poison pill
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PROXY STATEMENT SUMMARY

Executive Compensation

TABLE OF CONTENTS

We firmly believe that executive compensation must be aligned with shareholder interests. Additionally, we believe that aligning executive compensation to the achievement of enterprise goals that are designed to support our business strategy and drive our innovation will result in the creation of meaningful and sustained long-term value for our shareholders.
PROXY STATEMENT SUMMARY
Executive Compensation
​We firmly believe that executive compensation must be aligned with shareholder interests. Additionally, we believe that aligning executive compensation to the achievement of enterprise goals that are designed to support our business strategy and drive our innovation will result in the creation of meaningful and sustained long-term value for our shareholders.
Compensation Practices
Incentivize
Performance
Align
Interests
Emphasize
At-Risk Pay
Focus on Long-Term
Long Term
Pay
Competitively
Performance-basedPerformance-Based Pay
 92%93% of 20212023 CEO total direct pay at risk
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Long-Term Incentives
  78%77% of 20212023 CEO total direct pay in equity award incentives
No payment of dividends on restricted stock prior to vesting
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Commitment to Performance Equity
100% of 20212023 CEO equitylong-term incentive award is performance-based
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Rigorous Goals Underpin Incentives
  MinimalMinimum level of performance required for any payout under annual incentive
No overlap between short- and long-term metrics, and incentives use both absolute and relative metrics
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Benchmarked Compensation
Committee review of compensation targets named
Named executive officer total direct compensation within the competitive range of the market median
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MinimizeStrong Compensation Risk
Governance
Robust stock ownership guidelines, clawback, and anti-hedging, and anti-pledging policies
Annual compensation risk assessment by People Resources Committee
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Rigorous Stock Ownership Requirements
Significant stock ownership requirements
Stock retention requirements that encourage a long-term ownership philosophy
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Prudent Equity Usage
No repricing without shareholder
approval
Annual share usage limit to manage
burn rate
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2021 CEO Compensation
Guided by the principles summarized above, for 2021, performance-based incentives represented approximately 92% of Mr. Cordani’s total direct compensation, including 78% in long-term incentive (LTI) and 14% in Enterprise Incentive Plan (EIP) awards. This compensation structure is designed to reward Mr. Cordani for performance achieved and align his interests with those of our long-term shareholders.



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PROXY STATEMENT SUMMARY
2023 CEO Compensation
Guided by the principles summarized above, for 2023, performance-based incentives represented approximately 93% of Mr. Cordani’s total direct compensation, including 77% in long-term incentive (LTI) and 16% in Enterprise Incentive Plan (EIP) awards. This compensation structure is designed to reward Mr. Cordani for performance achieved and align his interests with those of our long-term shareholders.
CEO
Total Direct Pay Mix*
CEO-Direct-Pay-Mix-Chart.jpg
£Base salary¢Stock options
¢Annual Incentive¢Restricted stock
¢SPS award¢Performance-based
*Totals may not add to 100% due to rounding
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PROXY STATEMENT SUMMARY

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY
Executive Compensation
CEO Compensation Demonstratescompensation demonstrates our Pay-for Performance Philosophypay-for-performance philosophy and is Alignedaligned with the Interestsinterests of our Shareholdersshareholders.
The performance-based orientation of Mr. Cordani’s compensation reflects the Board’s view that executive compensation should incentivize superior performance, reward executives for the performance achieved, and be strongly aligned with the interests of our long-term shareholders. Grouping Mr. Cordani’s 20212023 compensation into three distinct categories demonstrates the execution of this philosophy:
1
1. SalesExercise of historical equity awards by Mr. Cordani.Vested Awards Previously Earned. In 2021, Mr. Cordani sold $62.6 millioncertain years, the sale of the shares realized from the exercise of options granted in 2013 and 2014 pursuant tocomprises a Rule 10b5-1 trading plan (see pg. 75).(1) This represents the largestsignificant component of Mr. Cordani’s realized compensation. Various factors may drive Mr. Cordani’s decision to exercise stock options, such as the option expiration date, the trading price of the Company’s stock, and his realized compensation in 2021. The exercised options had been fully vested since March 2016 and February 2017, respectively. From the time the 2013 options were granted, until the time these grants were fully vested in 2017, Cigna’s stock price appreciated 150%, meaning the options were in a significant unrealized gain position at the time that they were fully vested. Thediversification plans. Any value realized by Mr. Cordaniupon the sale of shares acquired from the exercise of options is a direct reflection of his performance in leading the Companysustained shareholder value creation between the time the options were granted and the time they were exercised. Taking these sales into account,In 2023, Mr. Cordani’s interests remain strongly aligned with our long-term shareholders. Since December 31, 2020:Cordani did not exercise options.
2
• Mr. Cordani’s total shareholdings have increased 13%; and
• the value of his direct share ownership has increased approximately 29%(2).
2. 20212023 performance-based payouts to Mr. Cordani in consideration of the Company’s performance.The 20212023 payout for Mr. Cordani, which includes his 20212023 EIP award at 90%110% of target and the payout of his 2019-2021 SPS2021–2023 strategic performance share (SPS) award at just 51%106% of target, reflects the lagging Total Shareholder Return (TSR) performance of the Company relative to its peers (see page 6079) as well as the Company’s achievement of certain financial goals and the advancement of key strategic objectives designed to address pressing needs of the Company’s key stakeholders (e.g.(i.e., improving affordability and effectiveness to provide greater value to our clients and improve health outcomes for the benefit of its clients, customersour customers; advancing environmental, social, and patients; and Environmental, Social and Governancegovernance initiatives, including advancing health equity)equity; and increasing cross-enterprise leverage, deepening our relationships with, and creating greater value for, our stakeholders) (see pages 5270 and 5373).
20212023 EIP award.In determining the amount of Mr. Cordani’s EIP payout, the independent members of the Board started their consideration with the calculated funding percentage of the EIP as the baseline for Mr. Cordani’s EIP award, and then also considered the Company’s 20212023 financial results, Mr. Cordani’s leadership in the successful execution of strategic initiatives, to make health care more affordable, predictable, and simple and the continued focus on the well-being of our employees and culture of integrity during another year disrupted by the COVID pandemic. The independent members of the Board also considered that, while 2021 adjusted income from operations performance was strong and in line with management’s plans in the aggregate, there was more variability within the components of the business than expected. Additionally, 2021 benefited from some fundamental earnings drivers that are not expected to recur.integrity. Taking all of these factors into account, the independent members of the Board awarded Mr. Cordani an EIP payout for 20212023 of $2.7 million,$3,300,000, or 90%110% of his 20212023 EIP target, and below the funding percentage of the EIP pool.target. Additional information about the 20212023 EIP and the factors considered by the independent members of the Board in determining the amount of Mr. Cordani’s EIP payout can be found on pages 54705573.
2019-20212021–2023 SPS payout. At the time the 2019–2021 strategic performance share (SPS)2021–2023 SPS award was granted, when the fair market value of our stock was $183.44,$213.80, the value of Mr. Cordani’s award was $6,750,000,$7,250,000, assuming a payout at target. The 2019-20212021–2023 SPS program included two performance measures, each weighted 50%: (1) relative TSR; and (2) adjusted income from operations per share, measured on a cumulative basis. Over the three-year performance period, Cigna'sThe Cigna Group's TSR was 7.2%14.9%, placing us atvery close to the 11th percentilemedian of our SPS peer group and resulting in a zero99% payout for the relative TSR measure. Cumulative adjusted income from operations, per share, for the three-year period grew to $55.97,$68.93, resulting in a payout at 101.6%113% for this measure, and, coupled with the zero payout for TSR, a 51%106% payout for the program overall. Based on the closing stock price of $232.84$332.96 on February 25, 2022,March 1, 2024, the date the award was paid out, the actual value of Mr. Cordani’s award was approximately $4.4$12 million, or 65%approximately 165% of the value at the time the award was made. Additional information about the 2019-20212021–2023 SPS program and Company performance can be found on pagepages 607779.
3
3. Equity awards incentivizingincentivize future performance, fully aligning his interests with the Company’s shareholders.Mr. Cordani’s holdings include his direct ownership ofCordani is required to hold The Cigna Group stock valued at $123eight times his base salary. In fact, Mr. Cordani’s stock holdings are valued at $198.4 million(2) – plus(1), 132 times his base salary, in addition to equity awards that have not yet vested or have not been exercised. This includes Mr. Cordani’s 20212023 and 20222024 equity grants, which will be measured over the long-term and which incentivize sustainable long-term Company performance (see pages 5776-5877).
20222024 LTI Award Mix. In 2021, 50%2024, as in 2023 and 2022, 60% of Mr. Cordani’s LTI award comprised SPSs,SPS awards, and the remaining 50%40% was split evenly between restricted stock and options, at 25%20% each. For his 2022 LTI award, the independent members of the Board decreased the proportion of restricted stock and options to 20% each and increased the proportion of SPSs to 60%. The 20222024 SPS program will again include two measures, each weighted at 50%: (1) adjusted income from operations per share, measured on a cumulative basis; and (2) relative TSR. The increase in thesignificant proportion of SPSs more heavily weights Mr. Cordani’s interests in improving the Company’s relative TSR over the long-termlong term and puts more of his award at risk if that improvement does not occur.
(1)  Calculated by multiplying the number of shares acquired upon exercise and subsequently sold by the difference between the market price at the time of the transaction and the option’s exercise price.
(2)  Based on Mr. Cordani’s holdings and the closing price of the Company’s common stock on March 1, 2022 ($237.10).
(1)Based on Mr. Cordani’s holdings and the closing price of the Company’s common stock on March 1, 2024 ($332.96).



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PROXY STATEMENT SUMMARY

Voting Matters and Board Recommendations

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY
Voting Matters and Board Recommendations
MANAGEMENT PROPOSALS
MORE
INFORMATION
Cigna_Icons_Arrow.jpg
For the reasons set forth below and as further detailed throughout this Proxy Statement, the Board of Directors unanimously
recommends that you vote FOR each of the management proposals.
Management Proposals
More Information

Proposal 1. Election of Directors.

The Board and the Corporate Governance Committee believe that the eleventwelve director nominees named in this Proxy Statement bring a combination of diverse qualifications, skills, and experiences that contribute to a well-functioning Board. As determined by the Board and Corporate Governance Committee, each director nominee has proven leadership ability, has demonstrated good judgment and is a valued participant on the Board.


Proposal 2. Advisory Approval of Executive Compensation.

Our executive compensation program is designed to motivate superior enterprise results while minimizing risk and remaining committed tobase the Company’s ethics and values; alignsubstantial majority of our executive officers’ compensation on the performance of The Cigna Group, aligning the interests of the Company’s executivesour executive officers with those of our long-term shareholders and other stakeholders; emphasize performance-based compensation over fixed compensation; incentivizestakeholders and rewarding them for the creation of long-term results more heavily than the achievement of short-term results; and provide market-competitive compensation opportunities designed to attract and retain highly qualified executives.value. Because your vote is advisory, it will not be binding upon the Board. However, the Board and the People Resources Committee value your opinion and will review and consider the voting results when making future executive compensation decisions.

Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2022.

2024.
The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as Cigna’sthe independent registered public accounting firm for 2022.The Cigna Group for 2024. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. As a matter of good corporate governance, the Board is seeking shareholder ratification of the appointment.
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SHAREHOLDER PROPOSALS2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group
MORE



INFORMATION
PROXY STATEMENT SUMMARY
Cigna_Icons_Arrow.jpg
For the reasons set forth below and as further detailed throughout this Proxy Statement, the Board of Directors unanimously
recommends that you vote AGAINST each of the shareholder proposals.
Shareholder Proposals
More Information

Proposal 4. Improve the Shareholder Right to Call a Special Shareholder Meeting Improvement
Meeting.

OurThe Board understandscontinues to believe in the importance of shareholders having the ability to call special shareholder meetings. Cigna’sOur By-Laws already permit shareholders with net long ownership of 25% or more of our outstanding common stock for a period of at least one year to call special meetings – a threshold established in response to extensive shareholder outreach and feedback.feedback and in line with the threshold adopted by many other public companies. Our Board believes that the 25% threshold strikes the appropriate balance betweenbalances providing our shareholders with a meaningful right to call a special meeting when an urgent, extraordinaryin the event arises, while preventingof exigent circumstances against providing a small minority of shareholders – who may have narrow, short-term interests – from causing to the detriment of our other shareholders,The Cigna Group to incur the unnecessary expense or disruption of a special meeting to pursue matters that aremay not widely viewed as requiringuniversally require immediate attention. OurGiven the current special meeting right, our Board strongly believes that the implementation of this proposal is unnecessary and not in the best interests of The Cigna Group or its shareholders.
Proposal 5. Report to Shareholders on Risks Created by the Company's Diversity, Equity, and Inclusion Efforts.
The Cigna Group is committed to fostering equity and inclusion, and aims to promote fair and equitable treatment of our employees, customers, partners, and communities to advance our ability to improve the health and vitality of those we serve. We have instituted robust governance structures at the Board and management levels to further our extensive diversity, equity, and inclusion (DEI) efforts and ensure active and engaged oversight. Upon consideration of the extensive policies, procedures, and governance structures of The Cigna Group related to its DEI efforts, as well as its related DEI reporting, our Board believes that the implementation of this proposal is not in the best interests of The Cigna Group or its shareholders and that the information sought by the report would not advance the interests of the Company’s stakeholders in any meaningful way. Rather, it could adversely impact our shareholders and is unnecessary given the current special meeting right.
Page 88
potential that such a report could prejudice the Company.

Proposal 5. Gender Pay Gap Report

We are committed to compensating our employees equitably and competitively, regardless of gender. Our continued success depends on the collective strengths of our employees and we are dedicated to attracting, retaining and rewarding the performance of our diverse workforce to best meet the needs of our clients and customers. We proactively monitor our compensation programs for potential disparities, including by conducting a regular annual review of pay equity, taking action as warranted and diligently addressing disparities that may not be explained by objective factors. During 2021, we have meaningfully increased the number of women at director and senior director levels, and to further enhance our accountability and transparency, we published our first annual Diversity Scorecard Report. Given the Company’s strong programs, practices and disclosure, the Board believes that the adoption of this proposal is unnecessary as its implementation would not enhance Cigna’s already established commitment to pay equity and diversity, equity and inclusion.

Proposal 6. Political Contributions Report

The Board believes that Cigna, our shareholders and other stakeholders reap meaningful benefits from our constructive, nonpartisan political activities. For over ten years, we have provided reports, published on our website, describing the governance and strategy of our political activity, including detailed information about actual contributions. Further, the Board believes that the requested explanatory declarations for every political engagement or political contribution made is not only unfeasible, but would be counterproductive to the Company’s engagement in such matters and therefore poses more risk to the Company and our reputation. The Board does not believe that expanding the language contained in the report as requested by the proponent would be relevant to an understanding of our political activities policies.
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The Cigna 2022 Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement11
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Corporate Governance Matters
Election of Directors (Proposal 1)
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The Board of Directors unanimously recommends that shareholders vote FOR each of the nominees.
Our Board has nominated the eleventwelve directors named in this Proxy Statement for election at the Annual Meeting. Our Board is composed of individuals with expertise in fields relevant to Cigna’s business,The Cigna Group business; experience from different professions and industries,industries; a diversity of age, race and ethnicity, gender, and global experienceexperience; and a range of tenures. Together, this diverse mix of skills and experience effectively supports our strategy.
The role of the Board, its leadership structure, and its governance practices are described in “Corporate Governance Policies and Practices” below. This section identifies the director expectations and qualifications considered by the Board and the Corporate Governance Committee in selecting and nominating directors, describes the process for director nominations and elections, discusses recent board composition developments, details our commitment to diversity, and presents the biographies, skills, and qualifications of the director nominees.
DIRECTOR EXPECTATIONS AND QUALIFICATIONS
Director Expectations and Qualifications
The Corporate Governance Committee, in consultation with the Board, has identified individual director expectations and qualifications that it believes every member of the Board should have. In addition, the Corporate Governance Committee has identified areas of expertise that are directly relevant to Cigna’sThe Cigna Group’s business strategy in the short- and long-term, enable the Board to exercise its oversight function, and contribute to a well-functioning Board. In developing these areas of expertise, the Board also considered best practices among other large companies. The Board regularly reviews these identified areas of expertise to ensure they support the evolution of the Company’s strategy and the Board’s needs. The Corporate Governance Committee and the Board take into consideration these criteria and the mix of skills and experience as part of the director recruitment, selection, evaluation, and nomination process.
Expectations and Qualifications of Every Director
Expectations and Qualifications of Every Director
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• Commitment to Cigna’s mission and values

• Understand Cigna’s businesses and effectively contribute to the Board’s assessment of strategy and risk

• Provide relevant input concerning Cigna’s risk oversight and effectively assess different risks and their impact on shareholder value

• Effectively contribute to the Board’s evaluation of executive talent, compensation and succession planning

• Advance Cigna’s objectives and reputation

• Effectively contribute to the creation of meaningful, long-term value for Cigna’s shareholders and other stakeholders, including employees, customers, clients and communities

• Review and monitor Cigna’s performance in the areas of diversity, equity and inclusion



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CORPORATE GOVERNANCE MATTERS
Areas of Expertise of our Director Nominees
The chart below identifies the balance of skills and qualifications each director nominee brings to the Board. Each director nominee brings his or her own unique background and range of expertise, knowledge, and experience, which we believe provides an appropriate and diverse mix of qualifications necessary for our Board to effectively fulfill its oversight responsibilities. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to oversee strategy, performance, culture, and risk at the Company.
Business LeaderFinanceGlobal OperationsHealth Services & Delivery SystemsMarketing & Consumer InsightsRegulated Industry/Public PolicyRisk ManagementTechnology - Strategy, Security and Operations
David M. Cordani
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William J. DeLaney
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Eric J. Foss
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Elder Granger
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Neesha Hathi
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George Kurian
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Kathleen M. Mazzarella
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Mark B. McClellan
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Philip O. Ozuah
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Kimberly A. Ross
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Eric C. Wiseman
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Donna F. Zarcone
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CORPORATE GOVERNANCE MATTERS
NOMINATION PROCESSNomination Process
The Corporate Governance Committee assesses the Board’s composition as part of the annual self-evaluation of the Board (described in the “Corporate Governance Policies and Practices – Board Evaluations and Board Effectiveness” section of this Proxy Statement). 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.
Renomination of Current Directors
When considering whether to nominate current directors for re-election, the Corporate Governance Committee and the Board review individual directors’ performance against the expectations for Board membership, as well as how the directors’ skills and experiences support the Company’s mission, values, and strategy and the Board’s needs.


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2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group



CORPORATE GOVERNANCE MATTERS
Board Composition Developments
Dr. Philip Ozuah, M.D., Ph.D., joined the Board effective June 1, 2023. Dr. Ozuah’s appointment was supported by a search firm and the result of the Board’s ongoing refreshment work. When considering Dr. Ozuah’s appointment, the Board considered, among other factors, his 32 years of experience in medicine and his national reputation as a leader in value-based care, particularly his emphasis on aligning community-based organizations and services critical to addressing the socioeconomic determinants of health. Dr. Ozuah also further enhances the Board’s diversity, which is of high importance to the Board.
Identification of New Directors
Assessment of Needs
ASSESSMENT OF NEEDS
Identification of Potential CandidatesCandidate Review Process
IDENTIFICATION OF POTENTIAL CANDIDATES
CANDIDATE REVIEW PROCESS
RECOMMENDATION
Recommendation
The Corporate Governance Committee considers the diversity of skills represented on the Board and focuses on identifying candidates that possess skills and qualifications that are complementary to the existing Board members’ skills and will support the Company’s short- and long-term strategy.
The Corporate Governance Committee may retain a third-party search firm to assist in identifying and evaluating candidates for Board membership.

The Corporate Governance Committee also considers suggestions for Board nominees submitted by shareholders, who are evaluated using the same criteria as new director candidates and current director nominees.
Once identified, the Corporate Governance Committee reviews the candidate’s background, experiences, skills, and/or prior board and committee service, and considers how the candidate’s background and diversity would complementsupport the Board’s composition, including the diversityoversight of the Board.
Company’s strategy, performance, culture, and risk.

Candidates interview with the Chair of the Board and Chief Executive Officer,CEO, the Chair of the Corporate Governance Committee, and the Lead Independent Director, as well as other members of the Board, as appropriate.
Following a thorough review process, the Corporate Governance Committee will recommend a candidate to the Board for consideration.
PROCESS FOR DIRECTOR ELECTIONS
Process for Director Elections
Directors are elected for one-year terms, expiring at the next annual meeting of shareholders. The Cigna Group has adopted a majority voting standard for the election of directors in uncontested elections. Under this standard, directors must receive more votes cast in favor of his or her election than against in order to be elected to the Board. Each director has agreed to tender, and not withdraw, a resignation if such director does not receive a majority of the votes cast at the Annual Meeting. The Corporate Governance Committee will make a recommendation to the Board on whether to accept the resignation. The Board has discretion to accept or reject the resignation. A director whose resignation is under consideration will not participate in the decisions of the Corporate Governance Committee or the Board concerning the resignation. In a contested election, where the number of director nominees exceeds the number of directors to be elected, the voting standard is a plurality of votes cast.
BOARD COMPOSITION DEVELOPMENTS
Ms. Neesha Hathi joined the Board effective September 1, 2021. Ms. Hathi’s appointment was the result of the Board’s ongoing refreshment work. When considering Ms. Hathi’s appointment, the Board considered, among other factors, her consumer-oriented focus and her deep understanding of technology design and implementation to create a better user experience and more productive business relationships. Ms. Hathi also further enhances the Board’s diversity, which is of high importance to the Board.


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CORPORATE GOVERNANCE MATTERS

Commitment to Board Diversity

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS
Mr. Isaiah Harris, Jr. retired fromWe are committed to a diverse and inclusive culture that values individuals’ unique differences and talent because we know this supports better decision-making, greater innovation, and higher levels of engagement and that this commitment starts at the Board effective December 31, 2021. Effective January 1, 2022, Mr. David M. Cordani, the President and Chief Executive Officer of the Company, assumed the role of Chair of the Board and Mr. Eric C. Wiseman became the Board’s Lead Independent Director. See “Corporate Governance Policies and Practices – Board Leadership Structure.”
Mr. John Partridge is not nominated for reelection and will retire effective as of the Annual Meeting on April 27, 2022. His retirement is consistent with the Board’s retirement age guideline and aligns with the Board’s ongoing refreshment plans. Mr. Foss will succeed Mr. Partridge as chair of the Finance Committee. Immediately following the Annual Meeting, the size of the Board will be reduced from twelve to eleven directors.
COMMITMENT TO BOARD DIVERSITY
Board. The Board remains committed to diversity at the Board level, and the Corporate Governance Committee works to ensureensuring that the Board is composed of individuals with expertise in fields relevant to Cigna’s business,The Cigna Group business; experience from different professions and industries,industries; a diversity of age, race, ethnicity, gender, and global experienceexperience; and a range of tenures. Several board leadership positions are held by diverse directors, and more than half of our independent director nominees are diverse. Among our director nominees, four are women and threefour are racially or ethnically diverse individuals (meaning, an individual who self-identifies as Black/African American, Hispanic or Latinx, Asian, Pacific Islander, American Indian/Alaskan, or as two races or more). Our directors also have diverse backgrounds, with experience gained in corporate, academic, government, public policy, and military settings. The Corporate Governance Guidelines require the Corporate Governance Committee, and any search firm it engages, to include women and racially and ethnically diverse candidates in the pool from which the Committee selects director candidates. In addition, the Committee also considers directors with a range of backgrounds and experiences, consistent with our refreshment planning. The following graphics represent the diversity of our independent director nominees:

Overall
Diversity
Gender
Diversity

Racial/Ethnic

Diversity
Tenure
Diversity

Public Company


Service Diversity
43980465235884398046523589439804652359043980465235914398046523592
nIndependent diverse director nomineesnIndependent female director nomineesnIndependent racially or ethnically diverse director nomineesn
Independent director nominees with less than average tenure
7.25 years average tenure
nIndependent director nominees with past experience serving on a public company board

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CORPORATE GOVERNANCE MATTERS

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS
OTHER PRACTICESOther Practices
In addition to working to ensure that the Board is composed of diverse and qualified individuals, the Board has adopted the following governance policies and practices that contribute to a well-functioning Board.
Limits on Public
Company
Directorships
To ensure directors are able to devote sufficient time and attention to their responsibilities as board members, the Board has established the following limits on outside directorships:
Directors who also are chief executive officers of public companies may not serve on more than one other public company board in addition to Cigna’sThe Cigna Group Board and the board of their employer (for a total of three public company directorships);.
Directors who are not chief executive officers of public companies may serve on no more than four boards of other public companies (for a total of five such directorships); and.
Directors may not serve on more than three public company audit committees.
All of our directors are in compliance with these limits on outside directorships.
Change in Director’s
Principal
Position
If there is a change in a director’s principal employment position, that director tendersmust tender a resignation from the Board to the Corporate Governance Committee. The Committee will then recommend to the Board whether to accept or decline the resignation.
Retirement Age
Our Corporate Governance Guidelines provide that directors are expected to retire by the annual meeting of shareholders coinciding with or following their 72nd72nd birthday. The Board may exercise discretion to waive the expected retirement age in individual cases.
Continuing Education
for Directors
The Board is regularly updated on Cigna’sThe Cigna Group’s businesses, strategies, customers, operations, and employee matters, as well as external trends and issues that affect the Company. Directors also are encouraged to attend continuing education courses relevant to their service on Cigna’sThe Cigna Group’s Board. The Corporate Governance Committee oversees the continuing education practices, and the Company is kept apprised of director participation.
BOARD OF DIRECTORS’ NOMINEES
Board of Directors’ Nominees
Upon the recommendation of the Corporate Governance Committee, the Board is nominating the eleventwelve directors listed below for election to one-year terms to expire at the next annual meeting of shareholders. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. If a nominee becomes unavailable or unable to serve before the Annual Meeting, the Board may either reduce its size or designate another nominee. If the Board designates a substitute nominee, your proxy will be voted for the substitute nominee.
Below are biographies, skills, and qualifications for each of the nominees. Each of the director nominees currently serves on the Board. The Board believes that the combination of the various experiences, skills, and qualifications represented by the nominees contribute to an effective and well-functioning Board and that the nominees possess the qualifications, based on the criteria described above, to provide meaningful oversight of Cigna’sThe Cigna Group’s business and strategy.



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



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TABLE OF CONTENTS

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Age
58
Director Since
2009
Education
MBA, University of Hartford;
BBA, Texas A&M University
Board Committees
Executive (Chair)
Prior Public
Company Boards
General Mills, Inc.
CORPORATE GOVERNANCE MATTERS
David M. Cordani
DAVID M. CORDANI
Chairman and Chief
Executive Officer of| The Cigna
Group

Business Experience

Background
David Cordani was appointed ChairChairman of the Board effectivein January 2022,2022. He has served as Cigna’sThe Cigna Group’s Chief Executive Officer since 2009 and as President since 2008. HeSince joining The Cigna Group in 1991, Mr. Cordani has served asin a number of senior leadership roles, including Chief Operating Officer from June 2008 until December 2009;Officer; President, Cigna HealthCare from 2005 until 2008;HealthCare; and Senior Vice President, Customer Segments & Marketing,and Marketing. During his tenure, The Cigna HealthCare from 2004 until 2005. HeGroup has been employed by Cigna since 1991. Mr. Cordani received his Bachelor of Business Administration degree from Texas A&M Universitygrown into a Fortune 15 global health company with approximately 189 million customer and his Master of Business Administration from the University of Hartford.
patient relationships and approximately 72,500 colleagues.
Qualifications and Experience
Mr. Cordani has extensive leadership and management experience of a global company, and a track record of strategic execution and performance in a dynamic industry. Mr. Cordani brings a deep understanding of customer engagement and brand building along with an understandingas well as of the critical role data analytics and digital capabilities. Mr. Cordani bringscapabilities play in the growth of the enterprise. He offers unique perspective and insight into the health services industry and the innovation of health delivery models, and he is actively engaged in public policy in furtherance of Cigna’s mission.the mission of The Cigna Group. Mr. Cordani leads the organization in advancing its environmental, social, and governance (ESG) areas of focus, including expanding and accelerating efforts in support of sustainable health care, health equity, and enterprise diversity, equity, inclusion and equality. The Company’s progress has been recognized by a number of prominent organizations, including the Dow Jones Sustainability Indices for six consecutive years. Mr. Cordani is also the co-author of the best-selling book The Courage to Go Forward: The Power of Micro Communities.
Mr. Cordani currently serves in various capacities with the Achilles International Freedom Team of Wounded Veterans, The Cigna Group Foundation, and the David and Sherry Cordani Family Foundation. Mr. Cordani is an Executive Committee member of America’s Health Insurance Plans (AHIP) and previously was appointed and served as Chair of the AHIP Board. With a commitment to international business relations, Mr. Cordani also served as Chairman of the U.S. Chamber of Commerce’s U.S.-Korea Business Council and on the U.S.-India Business Council Board of Directors.

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CORPORATE GOVERNANCE MATTERS
56
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Age
68
Director Since
20092018
Education
MBA, University of Pennsylvania, Wharton Graduate Division;
BBA, University of Notre Dame
Board Committees
Executive (chair)Audit
Corporate Governance
Other Public
Company Boards
General Mills, Inc. (2014-Present)Union Pacific Corporation
Audit Committee
Compensation and Benefits Committee
Past Public Company Directorships
Express Scripts Holding
Company
Sanmina Corporation
Sysco Corporation
WILLIAMWilliam J. DELANEY
DeLaney
Former Chief Executive Officer of
| Sysco Corporation

Business Experience

Background
William DeLaney served as Chief Executive Officer of Sysco Corporation (Sysco), a food marketing and distribution company, from March 2009 until his retirement in December 2017. Previously, Mr. DeLaney served as President of Sysco from March 2010 to January 2016, served as Executive Vice President and Chief Financial Officer from July 2007 to October 2009, and held multiple corporate and operating positions of increasing responsibility at Sysco and its subsidiaries for more than 20 years. He receivedthroughout his Bachelor degree from the University of Notre Dame and his Master of Business Administration from the University of Pennsylvania, Wharton Graduate Division.
29-year career with Sysco.
Qualifications and Experience
Mr. DeLaney has significantbroad and deep leadership experience, having led Sysco, a large, complex, global organization, for eight years.as Chief Executive Officer and Chief Financial Officer through a decade of significant growth and customer-centric-driven change. Mr. DeLaney hasbrings deep financial and risk expertise from his tenure as Sysco’s Chief Financial Officer, in overseeingwhere he oversaw accounting, financial operations, and financial reporting matters. In addition, his leadership roles with Sysco has provided him with a strong background in business combinationsmergers and acquisitions, restructuring, strategic planning, supply chain management, and global technology operations oversight.
Age
In addition to his corporate work, Mr. DeLaney previously served as an active member of his community through his involvement with the Center for Houston’s Future and the Greater Houston Partnership.
66
Director Since
2018
Board Committees
Audit
Corporate Governance
Other Public Company Boards
Union Pacific Corporation (2018–Present)
Sanmina Corporation (2018–2019)
Express Scripts Holding Company (2011–2018)
Sysco Corporation (2009–2017)


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CORPORATE GOVERNANCE MATTERSAge
65
Director Since
2011
Education
BS, Ball State University
Board Committees
Finance (Chair)
Executive
People Resources
Other Public
Company Boards
Primo Water Corporation
Audit Committee
ESG and Nominating Committee
Past Public Company Directorships
Aramark (Chair)
Diversey, Inc.
(Non-Executive Chair)
Pepsi Bottling Group (Chair)
Selina Hospitality PLC
(Non-Executive Chair)
UDR, Inc.
Eric J. Foss
ERIC J. FOSS
Former Chair, President, and
Chief Executive Officer of| Aramark

Business Experience

Background
Eric Foss served as Chair of the BoardPresident and Chief Executive Officer of Aramark, a provider of food services, facilities management, and uniform services, beginningstarting in May 2012. He also served as Aramark Chair of the Board starting in February 2015 and served as President and Chief Executive Officer from May 2012, until his retirement in August 2019. He served as Chief Executive Officer of Pepsi Beverages Company, a beverage manufacturer, seller, and distributor and a division of PepsiCo, Inc., from 2010 until December 2011. He was the Chair and Chief Executive Officer of The Pepsi Bottling Group, Inc., from 2008 until 2010;2010, President and Chief Executive Officer from 2006 until 2008;2008, and Chief Operating Officer from 2005 until 2006. Mr. Foss received his Bachelor of Science degree from Ball State University.
Qualifications and Experience
As the President and Chief Executive Officer of both Aramark for seven years,and The Pepsi Bottling Group, he led each company’s initial public offerings, giving him a deep knowledge of the capital markets and prudent risk management while creating strong stakeholder value. While leading Aramark, Mr. Foss hasgained significant experience in managing the operations of a global business with risk management, strategic planning, and transactions, technology, and financial oversight. Having servedHe also delivered increased shareholder value by improving customer loyalty and building a diverse, inclusive and engaged workforce. During his tenure, Aramark received several recognitions, including being named to Fortune magazine’s World’s Most Admired Companies list, to DiversityInc’s Top 50 Employers list, and as an executive of consumer oriented companies for nearly 20 years, a Best Place to Work by the Human Rights Campaign and the Disability Equality Index.
Mr. Foss has developed unique perspectivesalso serves on marketingthe National Board of Directors for the Back on My Feet Foundation.
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2024 Notice of Annual Meeting of Shareholders and consumer insights.Proxy Statement | The Cigna Group



CORPORATE GOVERNANCE MATTERS
Age
Granger.gif
63
Age
70
Director Since
20112018
Education
M.D., University of Arkansas School of Medicine;
BS, Arkansas State University
Board Committees
Finance (chair elect)
Compliance (Chair)
Executive (elect)
Corporate Governance
People ResourcesExecutive
Other Public
Company Boards
DiverseyBetter Therapeutics, Inc.
Audit Committee
DLH Holdings Ltd. (2021–Present)
Corporation
Aramark (2012–2019)Cybersecurity, Technology and Medical Research Committee (Chair)
Management Resources and Compensation Committee
Past Public Company Directorships
Cerner Corporation
Express Scripts Holding
Company
ELDER GRANGER, MD, MG, USA (Retired)
Retired Maj. Gen. Elder Granger, M.D.
President and Chief Executive Officer of The| THE 5Ps, LLC

Business Experience

Background
Elder Granger is a U.S.Retired Army Major General (Retired) andElder Granger, M.D., has served as the President and Chief Executive Officer of TheTHE 5Ps, LLC, a healthcare,health care, education, and leadership consulting firm, since August 2009. He served in the U.S. Army for overmore than 35 years before retiring in June 2009, and he was the Deputy Director and Program Executive Officer of TRICARE Management Activity, Office of the Assistant Secretary of Defense (Health Affairs), in Washington, D.C., from December 2005 to June 2009. He
Qualifications
General Granger is board certified by the American Association for Physician Leadership, American College of PhysicianHealthcare Executives, American Board of Medical Quality, and the American Board of Internal Medicine,Medicine. He is also a National Association of Corporate Directors (NACD) Certified Director and was recognized by NACD in 2022 as part of the NACD Directorship 100. He holds a Certificate in Cybersecurity Oversight from Carnegie Mellon University, is certified in Healthcare Compliance by the Healthcare Compliance Association, and is a Certified Compliance Officer by the American Association of Professional Coders, in addition to holding numerous medical certifications. He received his Bachelor of Science degree from Arkansas State University and earned his medical degree from University of Arkansas School of Medicine.
Qualifications and Experience
General Granger has extensive experience in health care management and operations, including health policy, planning, budgeting, and execution related to the health program for uniformed service members around the globe through his tenure with TRICARE. General Granger has unique leadership and policy experience through his 35-year career with the U.S. Army.
Age
68
Director Since
2018
Board Committees
Compliance (Chair)
Corporate Governance
Executive
Other Public Company Boards
Cerner Corporation (2020–Present)
DLH Holdings Corp (2014–Present)
Express Scripts Holding Company (2015–2018)


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CORPORATE GOVERNANCE MATTERS

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Hathi.gif
CORPORATE GOVERNANCE MATTERSAge
50
Director Since
2021
Education
MBA, University of California;
BS, University of Michigan
Board Committees
Audit
Finance
Other Public
Company Boards
N/A
NEESHA HATHI
Neesha Hathi
Chief Digital OfficerHead of Wealth and Advice Solutions | The
Charles Schwab Corporation

Business Experience
Background
Neesha Hathi has served as Chief Digital OfficerHead of Wealth and Advice Solutions of The Charles Schwab Corporation (Charles Schwab), a financial services company, since 2017. Also at2022. Over the course of her 18-year career with Charles Schwab, Ms. Hathi has held positions of increasing responsibility. Notably, she was Chief Digital Officer from 2017 to 2022, during which time she was responsible for digital transformation, business innovation, and data and analytics. Prior to that role, she served as Executive Vice President of Investor Services Platforms, Strategy and Client Experience, from 2016 to 2017;2017, as Senior Vice President of Advisor Services;Services and Chief Operating Officer of Schwab Performance Technologies from 2012 through 2016; Vice President, Advisor Technology Solutions; Chief Operating Officer, Schwab Performance Technologies from 2009 to 2012; Vice President, Strategy from 2007 to 2009; Director, Strategy from 2004 to 2007; and Senior Manager, Segment Management in 2004. Ms. Hathi received her Bachelor of Science degree from the University of Michigan and her Master of Business Administration from the University of California.
2016.
Qualifications and Experience
Ms. Hathi has held significantbeen broadly recognized across the financial services industry for her digital expertise and transformative leadership, roles duringand she speaks frequently at industry events to provide thought leadership on digital transformation and related topics. In 2021, InvestmentNews named her 18-year career withamong the top Icons & Innovators who have shaped and transformed the financial advice profession. Business Insider named her one of the 10 People Transforming Investing in 2020, and she was listed among the Top Women in WealthTech by Think Advisor in 2019.
Ms. Hathi serves on the Advisory Board of the Morrison Center for Marketing & Data Analytics at the University of California, Los Angeles, as well as The Charles Schwab with responsibility for strategy, client experience, business development, financial oversight, product managementFoundation.

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2024 Notice of Annual Meeting of Shareholders and technical and client support centers.Proxy Statement | The Cigna Group



CORPORATE GOVERNANCE MATTERS
Age
Kurian.gif
48
Age
57
Director Since
2021
Education
MBA, Stanford University;
BS, Princeton University
Board Committees
Audit
Compliance
FinancePeople Resources
Other Public
Company Boards
N/ANetApp, Inc.
GEORGE KURIAN
George Kurian
Chief Executive Officer of
| NetApp, Inc.

Business Experience
Background
George Kurian has served as Chief Executive Officer of NetApp, Inc. (NetApp), a cloud-led, data-centric software company, since 2015. He was NetApp’s President from 2016 through 2020,2020; Executive Vice President, Product Development, from 2013 through 2015,2015; and Senior Vice President, Software Group, from 2011 through 2013. Previously, Mr. Kurian held various roles at Cisco Systems, Inc., a technology company, having served as Vice President and General Manager, Application Networking and Switching Technology Group, from 2009 to 2011; Vice President and General Manager, Application Delivery Business Unit, from 2005 to 2009; and Vice President and General Manager, Video Networking Business Unit, from 2002 to 2005. Mr. Kurian received his Bachelor of Science degree from Princeton University and his Master of Business Administration from Stanford University.
Qualifications and Experience
Mr. Kurian hasbrings significant leadership experience and a deep understanding of business transformation, strategic planning, corporate growth and risk assessment on a global basis through his 10-year career with NetApp. He is well-versed in customer-oriented technology as a result of having led client service teams focused on helping companies advance strategy and operational initiatives and his background as an engineer.
Mr. Kurian has spent more than 20 years in leadership positions at technology-focused companies, through which he has developed expertise in innovative technology and related operations. His extensive background and experience provide a deep understanding of how technology fits into a business from both an operational and strategic perspective.
Age
55
Director Since
2021
Board Committees
Finance
People Resources
Other Public Company Boards
NetApp, Inc. (2015–Present)

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CORPORATE GOVERNANCE MATTERS

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Mazzarella.gif
CORPORATE GOVERNANCE MATTERSAge
63
Director Since
2018
Education
MBA, Webster University;
BA, National Louis University
Board Committees
People Resources (Chair)
Finance
Executive
Other Public
Company Boards
Core & Main
Audit Committee
Nominating and Governance Committee (Chair)
Waste Management, Inc. (Non-Executive Chair)
Management Development and Compensation Committee
Nominating and Governance Committee (Chair)
Past Public
Company Boards
Express Scripts Holding
Company
Kathleen M. Mazzarella
KATHLEEN M. MAZZARELLA
Chair, President, and Chief
Executive Officer of| Graybar
Electric Company, Inc.

Business Experience

Background
Kathleen Mazzarella has served as Chair of Graybar Electric Company, Inc. (Graybar), a North American distributor of electrical, communications, and data networking products and provider of related supply chain management and logistics services, since January 2013, and as President and Chief Executive Officer ofsince June 2012, and as a Director since January 2004. She is the first woman to lead Graybar since June 2012. Sheits founding in 1925.
Qualifications
Ms. Mazzarella previously served as Graybar’s Executive Vice President and Chief Operating Officer from December 2010 to June 2012. Ms. MazzarellaShe joined Graybar in January 1980 and has held increasing roles of seniority, including Senior Vice President, Sales and Marketing, and Senior Vice President, Human Resources and Strategic Planning. SheMs. Mazzarella has servedbeen instrumental in developing environmental, social, and governance (ESG) practices for Graybar and, as a Directormember of the Board of Directors for Waste Management, focusing on driving sustainable operations that deliver innovation to customers. Under her leadership, Graybar since January 2004. She received her Bachelorhas consistently invested in its community, actively cultivating an ownership culture, emphasizing integrity, inclusion, and opportunity, and it has earned recognition for its governance practices and as a top national workplace. Ms. Mazzarella is also a contributing author of Science degree from National Louis University and her Master of Business Administration from Webster University.
Qualifications and Experience
Inside the Minds, a book on human capital management.
Ms. Mazzarella hasserves as Co-Chair for Concordance First Chance Campaign and as a practical understandingBoard Member for Greater St. Louis, Inc. She is a 2022 recipient of large organizations, strong business acumenthe inaugural St. Louis Titan 100 and judgmentan inaugural winner of the Modern Distribution Management Women in Distribution Leadership Award in 2021.
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2024 Notice of Annual Meeting of Shareholders and expertise in assessing and managing business and financial risks, developed through her almost ten-year tenure as Graybar’s President and Chief Executive Officer. As a seasoned executive, she has experience overseeing financial reporting and controls, technology systems and platforms, and other functional and operational areas such as marketing and human resources.Proxy Statement | The Cigna Group



CORPORATE GOVERNANCE MATTERS
Age
McClallan.gif
62
Age
60
Director Since
2018
Education
Ph.D., Massachusetts Institute of Technology;
M.D., Harvard-MIT Division
of Health Sciences and Technology;
MPA, Harvard University;
BA, University of Texas
Board Committees
People Resources (Chair) Finance
Compliance
ExecutiveCorporate Governance
Other Public
Company Boards
CoreAlignment Healthcare, Inc.
Johnson & Main (2019–Present)(public since July 2021)
Johnson
Waste Management, Inc. (2015–Present)
Regulatory Compliance & Sustainability Committee
Express Scripts Holding Company (2017–2018)Science & Technology Committee
MARKMark B. MCCLELLAN, MD, PH.D
McClellan, M.D., Ph.D.
Director | Duke-Robert J. Margolis,
MD, M.D., Center for Health Policy

Business Experience
Background
Dr. Mark McClellan became the inaugural Director of the Duke RobertDuke-Robert J. Margolis, MD,M.D., Center for Health Policy and the Margolis Professor of Business, Medicine, and Policy at Duke University in January 2016. He currently serves in various leadership and advisory capacities for the National Academy of Medicine, the University of Texas Dell Medical School, the Institute for Clinical and Economic Review, and other nonprofit organizations. He also was the founding Chair of the Reagan-Udall Foundation for the U.S. Food and Drug Administration (FDA). Dr. McClellan is a two-time recipient of the Kenneth Arrow Award for Outstanding Research in Health Economics.
Qualifications
Previously, heDr. McClellan served from 2007 to 2015 as a Senior Fellow in Economic Studies and as Director of the Initiatives on Value and Innovation in Health Care at the Brookings Institution. He was a member of the President’s Council of Economic Advisers and was White House Senior Director for Health Care Policy from 2001 to 2002. He also was the Deputy Assistant Secretary for Economic Policy for the Department of the Treasury from 1998 to 1999. Dr. McClellan served as Administrator of the Centers for Medicare & Medicaid Services for the U.S. Department of Health and Human Services from 2004 to 2006, where he oversaw implementation of the Medicare prescription drug benefit and the Medicare Advantage program. From 2002 to 2004, he served as Commissioner of the U.S. FoodFDA, where he developed and Drug Administration from 2002 to 2004. He served as a member ofimplemented the President’s Council of Economic AdvisersCritical Path Initiative and as senior director for healthcare policyother major reforms in regulatory policy.
Additionally, Dr. McClellan was at the White House from 2001center of U.S. efforts to 2002,combat the COVID-19 pandemic and was the Deputy Assistant Secretary for Economic Policy for the Department of the Treasury from 1998co-authored a road map detailing a comprehensive response and safe reopening. His work to 2000. Dr. McClellan received his Bachelor of Arts degree from the University of Texas, his Masters of Public Administrationrespond to COVID-19 included focusing on virus containment and Medical Doctorate from Harvard University, and his Doctor of Philosophy in Economics from Massachusetts Institute of Technology.
Qualifications and Experience
As a physician and an economist, an administrator of national healthcare programs and an academic policy researcher, Dr. McClellan has a unique and wide-ranging perspective ontesting strategies; reforming health care deliverytoward more resilient models of delivering better, more equitable care and policy. His background as bothaddressing public health challenges; accelerating the development of therapeutics and vaccines; and building a regulator and government advisor provides him with broad knowledge of, and unique insights into, the challenges facing the health services industry.more robust global response to emerging infectious disease threats.
Age
58
Director Since
2018
Board Committees
Compliance
Corporate Governance
Other Public Company Boards
Alignment Healthcare, Inc.
(2014–Present)(public since November 2021)
Johnson & Johnson (2013–Present)


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CORPORATE GOVERNANCE MATTERS
Uzuah.gif
Age
61
Director Since
2023
Education
Ph.D., University of Nebraska–Lincoln;
M.D., University of Ibadan, Nigeria;
MS, University of Southern California
Board Committees
Compliance
People Resources
Other Public
Company Boards
Organon and Co.
Environmental, Social and Governance (ESG) Committee
Philip O. Ozuah, M.D., Ph.D.
President and Chief Executive Officer, Montefiore Medicine
Business Experience
Since 2019, Dr. Philip Ozuah has served as the President and CEO of Montefiore Medicine, the umbrella organization for the Albert Einstein College of Medicine and Montefiore Health System’s 13 member hospitals and 300 ambulatory sites. Dr. Ozuah has spent 32 years at Montefiore Medicine in positions of increasing responsibility, including President of Montefiore Health System from 2018 to 2019, as well as Executive Vice President and Chief Operating Officer from 2012 to 2018. A National Institutes of Health–funded researcher and award-winning educator, Dr. Ozuah has also served as Professor and University Chairman of Pediatrics at Albert Einstein College of Medicine and Physician-in-Chief of Children’s Hospital at Montefiore (CHAM).
Qualifications
In these roles, Dr. Ozuah delivered best-in-class clinical care and expanded health care access for underserved communities, fostered innovations in medical education, and improved financial and operational performance by integrating care across a growing system that sees 7.5 million patient encounters per year. His work helped establish Montefiore Medicine as a national leader in value-based care with an emphasis on aligning community-based organizations and services critical to addressing the socioeconomic determinants of health. Dr. Ozuah also has extensive experience in academic medical research and health care management and operations, as well as a strong commitment to medical education and value-based care.
In recognition of his accomplishments, Dr. Ozuah has been repeatedly recognized by Modern Healthcare as a top physician executive in the country. He has received countless accolades for excellence in patient care, including being inducted into the Alpha Omega Alpha Honor Medical Society. Dr. Ozuah is also an active member of his local community, serving as Chairman of the New York City Police Foundation and as a trustee of the New York Botanical Garden.
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Ross.gif
CORPORATE GOVERNANCE MATTERSAge
58
Director Since
2020
Education
BA, University of
South Florida
Board Committees
Audit (Chair)
Finance
Executive
Other Public
Company Boards
Northrup Grumman Corporation
Audit and Risk Committee
Policy Committee
Nestlé S.A.
Audit Committee
KKR & Co.
Past Public Company Directorships
KKR Acquisition
Holdings I Corp.
Chubb Limited
PQ Group Holdings, Inc.
Kimberly A. Ross
KIMBERLY A. ROSS
Former Chief Financial Officer of
| Baker Hughes Company

Business Experience
Background
Kimberly Ross served as Chief Financial Officer of WeWork (the We Company), a flexible space solutions company, from March through September 2020. She served as Senior Vice President and Chief Financial Officer of Baker Hughes Company, an energy technology company, from September 2014 to July 2017.
Qualifications
Additionally, Ms. Ross was Executive Vice President and Chief Financial Officer of Avon Products, Inc., a global manufacturer and marketer of beauty and related products, from November 2011 until September 2014. Prior to joining Avon, Ms. Rossshe served as the Executive Vice President and Chief Financial Officer of Royal Ahold N.V. (Royal Ahold), a food retail company, from 2007 to 2011. Prior to that, Ms. Ross2011, and held a variety of senior management positions at Royal Ahold. Ms. Ross receivedduring her Bachelor of Arts degree from the University of South Florida.
Qualifications and Experience
Ms. Ross, having served as a Chief Financial Officer for over ten years,tenure, which began in 2001. She has expertise in corporate finance, financial planning and analysis, strategy, mergers and acquisitions, corporate restructuring, financial reporting, and internal auditing processes as well as significant experience managing corporate finance for global companies. Through her global assignments with Royal Ahold, information technology operations oversight, and she holds a Cybersecurity Certification from the NACD.
Ms. Ross has developedis an understandingactive member of international business, government affairs, politicalher alma mater, sitting on the Foundation Board of the University of South Florida and economic conditions,the Advisory Board of the Muma College of Business.

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Wiseman.gif
Age
5768
Director Since
20202007
Education
BS and MBA, Wake Forest University
Board Committees
Audit (Chair)
Finance
Executive
OtherPast Public Company Boards
Directorships
Nestlé S.A. (2018–Present)
Lowe’s Companies, Inc.
KKR Acquisition Holdings I Corp. (2021–Present)
PQ Group Holdings Inc. (2017–2020)
Chubb Limited (2014–2020)VF Corporation
ERICEric C. WISEMAN
Wiseman
Lead Independent Director, The Cigna Group; Former Executive Chair,
President,
President and Chief Executive
Officer of VF Corporation

Business Experience
Background
Eric Wiseman has served as Cigna’sthe Lead Independent Director of The Cigna Group since January 2022. He served aswas Executive Chair of VF Corporation, an apparel and footwear company, from August 2008 until October 2017. He served as VF Corporation’s Chief Executive Officer from January 2008 until December 2016, and President from 2006 until June 2015. He served as2015, and Chief Operating Officer from 2006 to 2008. Prior to that, Mr. Wiseman held a variety of senior management positions at the company.
Qualifications
While at the helm of VF Corporation, from 2006 to 2008; Executive Vice President, Global Brands from 2005 to 2006; and Vice President and Chair, Sportswear and Outdoor Coalitions from 2004 until 2005. Mr. Wiseman receivednot only navigated the period that followed the 2008 financial crisis but he more than tripled the company’s share price. In addition, he consistently delivered a top-quartile total shareholder return, making VF Corporation a top performer among its direct peers. VF Corporation was also nationally recognized with standout corporate responsibility performance under his Bachelorleadership and guidance. He grew the company’s presence around the world during his tenure, including through the multibillion-dollar acquisition of Science degreethe Timberland Co. and Masterthe organic growth of Business Administration from Wake Forest University.
Qualificationsthe Vans and Experience
The North Face businesses.
Mr. Wiseman is an active member of his community, and he also sits on the Board of Trustees for Wake Forest University and the Board of Visitors for the Wake Forest School of Business. He also served on the American Heart Association CEO Roundtable, a seasoned leader with expertise in consumer-oriented marketingleadership collaborative of CEOs exclusively dedicated to improving employee and brand development, through all channels of distribution, both domestically and internationally through his extensive career with VF Corporation. He has significant experience in business transformations, strategic planning, people management, financial operations and technology oversight.community health.
Age
66
Director Since
2007
Board Committees
Executive
Other Public Company Boards
Lowe’s Companies, Inc. (2011-2021)
VF Corporation (2006-2017)
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Zarcone.gif
CORPORATE GOVERNANCE MATTERSAge
66
Director Since
2005
Education
MBA, University of Chicago, Booth School of Business;
BS, Illinois State University
Board Committees
Audit
Corporate Governance
(Chair)
Executive
Other Public Company Directorships
CDW Corporation
Audit Committee
Nominating & Corporate Governance Committee
Donna F. Zarcone
DONNA F. ZARCONE
Former President and Chief Executive Officer of| The Economic
Club of Chicago

Business Experience

Background
Donna Zarcone served as the President and Chief Executive Officer of The Economic Club of Chicago, a civic and business leadership organization, from February 2012 until July 2020. She served2020, as well as Interim President of The Economic Club of Chicago from October 2011 until February 2012 and as2012. She was President and Chief Executive Officer of D. F.D.F. Zarcone & Associates LLC, a strategic advisory firm, from 2007 until February 2012. Ms. Zarcone served as the President and Chief Operating Officer of Harley-Davidson Financial Services, Inc., a provider (HDFS). She also led the formation of wholesale and retail financing, insurance and credit card programs andEaglemark Savings Bank, a wholly owned subsidiary of Harley-Davidson, Inc., from 1998 until 2006. She receivedHDFS, and served as its Chair and President. Early in her Bachelor of Science degree from Illinois State Universitycareer, she served as the Chief Financial Officer for two start-ups, a technology leasing firm and her Master of Business Administration from the University of Chicago Booth School of Business.
a financial technology company, that were subsequently sold to strategic investors.
Qualifications
Ms. Zarcone has been serving on corporate boards for more than 30 years and Experience
Through her experience leading The Economic Club of Chicago, Ms. Zarcone,is an Audit Committee Financial Expert and a certified public accountant, hasaccountant. She is a strong understandingNACD-Certified Director and is credentialed in environmental, social, and governance (ESG) and climate governance by NACD. She was also invited to serve as a NACD Commissioner for the Future of the social and economic issues facingAmerican Board Initiative to re-examine the U.S. and global markets, and assessing and managing business and financial risk. role of the board beyond its ongoing commitment to shareholders. In 2022, she was featured in NACD’s Directorship magazine, which highlighted her commitment to director professionalism. She also holds a Certificate in Cybersecurity Oversight from Carnegie Mellon University.
Ms. Zarcone has background overseeing end-user consumer financial servicesserves on the board of directors for the NACD Corporate Directors Institute, the independent sister organization to NACD. Ms. Zarcone is the Chair of the Investment Committee for the Duchossois Group and brand loyalty initiatives stemming from her roles at Harley-Davidson, Inc.
Age
64
Director Since
2005
serves as Chair of the Audit Committee for Quinnox. She also serves as the Vice Chair of the National Board Committees
of the Smithsonian Institution, with a focus on sustainability and digital transformation through the organization’s ‘Our Shared Future’ initiatives.
Corporate Governance (Chair)
Compliance
Executive
Other Public Company Boards
CDW Corporation (2011-Present)


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CORPORATE GOVERNANCE MATTERS
Corporate Governance Policies and Practices
The Cigna Group is committed to ensuring strong corporate governance practices that protect the best interests 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 reviews Cigna’sBoard has adopted policies and processes that foster effective Board oversight of critical matters such as strategy, risk oversight, financial and other controls, compliance, culture, ESG, and leadership succession planning. The Board and its committees regularly review our major governance program based on, among other things, developmentsdocuments, policies, and processes in the context of current corporate governance trends, shareholder feedback, received during shareholder engagement, legal or regulatory actions, proxy advisory firm positions, Securitieschanges, and Exchange Commission (SEC) guidance and New York Stock Exchange (NYSE) requirements. recognized best practices.
The Corporate Governance Guidelines (the Guidelines) set forth the key governance principles that guide the Board. The Guidelines, together with the charters of the Audit, Compliance, Corporate Governance, Finance, People Resources and Executive Committees, provide a framework of policies and practices for effective governance.
The Board and the Corporate Governance Committee review the Guidelines, and the committees review their respective charters, 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/company-profile/corporate-governance/https://www.thecignagroup.com/our-impact/esg/healthy-company/corporate-governance and are available to any shareholder who requests a copy.(1)
Key Governance Practices
Independence
Independence
Best Practices
Accountability
Accountability
Shareholder Rights
Other than the Chair/CEO, all directors are independent

Lead Independent Director with clearly defined responsibilities

100% independent Audit, Compliance, Corporate Governance, Finance, and People Resources Committees

Regular meetings of the independent directors of the Board and its committees, without management present

Board and its committees may hire outside advisors independently of management

Active shareholder engagement

Diverse Board in terms of gender, race and ethnicity, experiences, and specific skills and qualifications

Adoption of policy to ensure a diverse candidate pool for all director searches

Separate Code of Business Conduct and Ethics for the Board

Majority of director compensation delivered in Cigna common stock

of The Cigna Group
Robust stock ownership guidelines for directors
Annual election of all directors

Directors elected by majority vote standard for uncontested election

Annual self-evaluations of the Board, its committees, and individual directors, includingand periodic independent third-party assessments,

including in 2024
Annual evaluation of the Board leadership structure
Annual evaluation of CEO (including compensation) by independent directors

Clawback policypolicies that applies to our short-comply with and long-term incentive plansgo beyond the requirements of the Dodd-Frank Act and NYSE rules
Shareholder right to call a special meeting

Proxy access right allowing shareholders to include their nominees in proxy materials for shareholders

election at annual meetings
 No supermajority vote provisions inShareholders can amend our Certificate of Incorporation or By-Laws

with a support of holders of a majority of outstanding stock; no supermajority vote provisions
No shareholder rights plan or poison pill
(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.
DIRECTOR INDEPENDENCE
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Director Independence
The Cigna Group believes in the importance of a board composed primarily of independent, non-employee directors. Eleven of the twelve directors on the current Board are non-employee directors. On an annual basis, the Board, through its Corporate Governance Committee, reviews relevant relationships between directors, their immediate family members, and the Company, consistent with Cigna’sthe independence standards. Cigna’sstandards of The Cigna Group. These independence standards,
which are included in the Guidelines, are consistent with the independence requirements set forth in the NYSE’s listing standards.
To be independent, the Board must affirmatively determine that a director has no material relationships with the Company or as an officer, a shareholder, or a partner of an organization that has a relationship with the Company. In recommending to the Board that it determine each director is independent, other than Mr. Cordani, the
(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.
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Corporate Governance Committee considered whether there were any facts or circumstances that might impair a director’s independence, and recognized that several of Cigna’sThe Cigna Group Board members serve as directors or executive officers of other organizations, including organizations with which The Cigna Group has ordinary course commercial relationships.
The Board has affirmatively determined that Mr. DeLaney, Mr. Foss, General Granger, Ms. Hathi, Mr. Kurian, Ms. Mazzarella, Dr. McClellan, Mr. Partridge,Dr. Ozuah, Ms. Ross, Mr. Wiseman, and Ms. Zarcone are independent directors. Mr. Isaiah Harris, Jr. and Dr. William L. Roper also served as independent directors during 2021. In addition, at the committee level, all members of the Audit, Compliance, Corporate Governance, Finance, and People Resources Committees are independent, and the members of the Audit Committee and the People Resources Committee meet the NYSE’s heightened independence requirements for service on those committees. In addition,
Board Leadership Structure
The Board is led by Mr. Cordani in the role of Chairman and CEO and Mr. Wiseman meetsin the independence requirements for purposesrole of the Audit and People Resources Committees.
BOARD LEADERSHIP STRUCTURE
Mr. Harris served as the independent Chair of the Board throughout 2021 and retired at year end.Lead Independent Director. The Board consideredreviews its leadership structure annually and continues to believe that its current leadership structure is the most effective leadership structure for the Board going forward,Board.
The Chairman and conducted a comprehensive review of appointing a successor independent chair versus combining the rolesCEO presides at meetings of the Board and shareholders. The combined role of Chairman and CEO and Chair. As part of this review, the independent directors considered, among other factors: the Board’s current composition; its director succession plan including upcoming director retirements and refreshment objectives, policies, practices and mechanisms to promote independent Board oversight of management; the leadership skills of the CEO and other directors; the views of our shareholders; and trends in corporate governance relative to the Chair structure. After extensive discussion and debate, effective January 1, 2022, the Board’s independent directors electedperformed by Mr. Cordani Cigna’s CEO, to the role of Chair, and elected Mr. Wiseman as the Lead Independent Director.
The Board determined that its new leadership structure is the mostremains effective for the Company at this time for a number of reasons, including the following:
The healthcarehealth care landscape is rapidly and fundamentally reformatting and evolving, from a consumer, competitive, regulatory, and technological perspective. Mr. Cordani is a visionary thinker who encourages open-mindedness among the Board when considering strategic decisions. The Board believescontinues to believe that Mr. Cordani’s deep understanding of the healthcarehealth care industry, including the long-term risks and opportunities, uniquely positionpositions him to unify the Board and management around the most impactful ways to maximize the Company’s strategic agility and capitalize on current and emerging opportunities to maximize shareholder value.
The ability of the Company to successfully execute on its strategic and operational objectives is a priority of the highest order priority for both management and the Board. TheMr. Cordani is a critical thinker and actively invites feedback and encourages the consideration of various points of view to enable alignment of direction, consensus building, and strong risk oversight. For these reasons, the Board believescontinues to believe that Mr. Cordani is best positioned to ensure the alignment and clarity of vision, goals, and expectations between the Board and management to drive the Company to an elevated and accelerated level of performance.
Another important priority of the Board is talent succession, including CEO succession. Through his combined role, Mr. Cordani ensures that the Board hears directly from The Cigna Group subject matter experts on key strategic and risk-related matters, further enabling the Board to assess the Company’s talent. The Board believescontinues to believe that the newthis leadership structure of the Board creates additional opportunity to grow and accelerate the development of the next generation of leaders for the Company and underscores its commitment to this priority.
Also integral to the independent directors’ decision to combine the roles of Chair Among both his leadership team and CEO was the ability to appoint a highly qualified Lead Independent Director, to ensure the Board’s independent oversight of management. The Board carefully considered the directors’ skills and experience in deciding to appoint Mr. Eric Wiseman as the Lead Independent Director. Mr. Wiseman has significant experience as a member of Cigna’s Board, as well as exceptional leadership and governance skills. Mr. Wiseman is an active and thoughtful member of the Board, a vocal participantMr. Cordani leads by his example in driving the Board room, often engaging with management to consider different pointsCompany’s and Board’s culture, benefiting from his focus on strong governance, compliance, and ethical practices.
The role of view and facilitating robust discussion. In selecting Mr. Wiseman as the Lead Independent Director the Board determined thatperformed by Mr. Wiseman was capable of ensuringensures the Board’s independent oversight of management and holdingholds management accountable for creating long-term shareholder value.
The Lead Independent Director has significant responsibilitiescontinues to effectively aid in the independent oversight of management in many ways, including:
Presiding at meetings of the Board (including meetings of the independent directors) and shareholders in the Chair’s absence;
Servingabsence, serving as the liaison between the Chair and the independent Directors;
Approvingdirectors, approving meeting agendas schedules and materials for the Board;
HavingBoard, and having the authority to call meetings of the Board and independent Directors;directors. Mr. Wiseman is an active and thoughtful member of the Board and a vocal participant in the boardroom, often
Being available

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CORPORATE GOVERNANCE MATTERS
engaging with management to engage with shareholders upon requestconsider different points of view and facilitating robust discussion. Even if not named a standing member of a committee, Mr. Wiseman regularly attends and participates in meetings of all of the committees of the Board as appropriate.if he were a member of such committee.
In addition, the Lead Independent Director supportsSupporting the Board in a number of ways, including supporting the Corporate Governance Committee in considering the form of Board evaluation and playing a significant role in helping to complete the annual evaluation;evaluation. Mr. Wiseman helps set the board culture by example and is a consensus builder. He is a constructive facilitator that serves as the coordinating point for dialogue interaction and feedback. Mr. Wiseman also contributes his risk management experience, such as his experience as Executive Chair and Chief Executive Officer of VF Corporation and as an Audit Committee member of the Board of Directors of Lowe’s Companies, Inc., to the Board.
Providing input on the design of the Board by engaging in the

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director recruitment process and meeting with prospective director nominees; innominees. Mr. Wiseman is a strategic thinker and encourages development of a vivid picture of the future composition of the Board and its impact on strategy through board refreshment considerations.
In coordination with the Chair,Chairman, leading the Board in CEO succession planning;planning and supporting the People Resources Committee and Board in discussions regarding the CEO’s performance evaluation and compensation determinations;determinations. Mr. Wiseman helps to build consensus around proposed directions for CEO succession planning and such other dutiesevaluation.
Being available to engage with shareholders upon request and responsibilities as may be requested byappropriate. Mr. Wiseman has dedicated time to the Board.
In addition, when not named a standing member of a committee,role and stays current on the Lead Independent Director may attendmost recent trends and participate in meetings of any committee of the Board as ifissues, and he were a member of such committee.builds and maintains strong, cooperative relationships.
Access to Management and Advisors
A member of senior management is assigned to each committee to act as a staff officer. The Chief Financial Officer serves as the staff officer for the Audit and Finance Committees; the General Counsel serves as the staff officer for the Compliance and Corporate Governance Committees; and the Chief Human Resources Officer serves as the staff officer for the People Resources Committee. These executive officersindividuals work with their respective committee chair to assist in setting and developing meeting agendas and materials and attend meetings as appropriate. Committee chairs communicate regularly with staff officers, the other executive officers, and other members of management between scheduled Board meetings with respect to committee issues, and management is expected to update the Board on any significant Company matters or competitive developments between Board meetings.
The Board and its committees are able to access and retain independent advisors as, and to the extent, they deem necessary or appropriate.
BOARD EVALUATIONS AND BOARD EFFECTIVENESS
Board Evaluations and Board Effectiveness
Evaluation Process
The Board evaluation process allows the Board to gain insights into the effectiveness of, and challenges facing, the Board, its committees, and its individual members, with the goal of enhancing Board performance. Cigna’sThe Board of The Cigna Group is committed to ongoing improvement and the evaluation process is an important vehicle that fosters and supports effectiveness. Our boardBoard evaluations are designed to solicit input and perspective on various matters, including:
board and committee structure and the role and responsibility of the Board;
board composition, including size, diversity, and skill set;
board dynamics and culture;
governance policies and practices;
strategy and risk oversight;
relationship with management;
board response to trends and developments;
board operations, including the conduct and cadence of meetings, schedule, information flow, and relationships with outside advisors; and
overall performance.
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CORPORATE GOVERNANCE MATTERS
As set forth in its charter, the Corporate Governance Committee oversees the Board, committee and individual director evaluation process. The Corporate Governance Committee and the independent Chair of the Board or Lead Independent Director as applicable, determine the appropriate form of evaluation and consider the design of the process to ensure it is both meaningful and effective.
In 2021, directors were interviewed by either the Chaireffective, with support from The Cigna Group Office of the Corporate Governance Committee or the independent Chair of the Board. The Chair of the Corporate Governance Committee and independent Chair of the Board reviewed the feedback from the individual director interviews and shared any committee-specific feedback received during the interview process with each of the committee chairs. Feedback on director performance is shared with each director individually. The Chair of the Corporate Governance Committee and the independent Chair of the Board also led a discussion with the full Board. The chairs of each committee led a similar self-assessment discussion for their particular committee.Secretary.
From time to time, the Board has engaged an independent third party to conduct the Board evaluation. Most recently, the Board engaged an independent third party to conduct the Board evaluation most recently in 2019.2019, which provided an opportunity to enhance Board effectiveness and strengthen governance practices. The Corporate Governance Committee and Board have agreed to use an independent third party to facilitate the Board evaluation process approximately every three to five years or on an as needed basis. An independent third party will facilitate the 2024 Board evaluation process.
In 2023, directors were interviewed by one or both of the Chair of the Corporate Governance Committee and the Lead Independent Director of the Board. The Chair of the Corporate Governance Committee and Lead Independent Director of the Board reviewed the feedback from the individual director interviews and shared committee-specific feedback received during the interview process with each of the committee chairs. Feedback on director performance is shared with each director individually, in one-on-one conversations. The Chair of the Corporate Governance Committee and the Lead Independent Director of the Board also led a discussion with the full Board regarding the results of the Board evaluation process. The chairs of each committee led a similar self-assessment discussion for their particular committee.
Based on the results of the Board, committee, and individual evaluations, the Board works with management to take any steps required to address items raised on an as-needed basis. The Board is mindful of the importance of a thorough and thoughtful evaluation process supportand believes that it furthers the Board’s belief that the Board and its committees are operating effectively.overall effectiveness.
Board Refreshment and Succession Planning
Our Corporate Governance Committee engages in Board succession planning on an ongoing basis. The Corporate Governance Committee is responsible for identifying new director candidates, reviewing the composition of the Board and its committees, and making recommendations to the full Board on these matters. When identifying new candidates for the Board, the Committee focuses on identifying candidates thatwho possess skills and qualifications that will support the Company’s short- and long-term strategy while being mindful of the complex and dynamic nature of the health services industry, as well as any upcoming planned retirements. The Committee’s objective is to balance the knowledge and insights gained from long-term service on the Board with the new skills and experience that results from adding directors to the Board, at a pace that allows the Board to maintain its high-performing and effective culture. On a targeted basis, the
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The Corporate Governance Committee retains a third-party search firm to assist in identifying and evaluating candidates for Board membership. A third-party firm provided such assistance to the Committee in the recruitment of Ms. Hathi.
The Guidelines require the Corporate Governance Committee, and any search firm it engages, to include women and racially and ethnically diverse candidates in the pool from which the Committee selects director candidates.
New directors undergo an extensive Board and committee orientation process, overseen by the Corporate Governance Committee. The orientation process is designed to enable new members of the Board to become active, knowledgeable, and effective Board members. As part of this process, each new director receives a series of briefings designed to provide meaningful interactions with our executive officers and other senior leaders. These briefings focus on, among other topics, our business operations, strategic plans, financial statements and policies, risk management framework and significant risks, regulatory matters, corporate governance, human capital management and leadership succession, and key policies and practices, including our Codes of Ethics, as well as the roles and responsibilities of the Board. Board orientation may also include site visits to key business operations.

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RESPONSIBILITIES OF THE BOARD


CORPORATE GOVERNANCE MATTERS
Responsibilities of the Board
Board Oversight of Risk and Enterprise Risk Management
The Board of Directors has the ultimate responsibility for risk oversight under Cigna’sthe risk management framework.framework of The Cigna Group. The Board oversees our policies and procedures for assessing and managing risk, while management is responsible for assessing and managing our exposures to risk on a day-to-day basis. The Board executes its duty both directly and through the Audit, Compliance, Corporate Governance, Finance, and People Resources Committees. The Audit Committee oversees the Company’s enterprise risk management framework, which is designed to identify and assess risks that have an impact on the attainment of Cigna’sthe Company's strategic and financial goals, and each of the committees oversees risks related to the subject matter delegated to such committee. Risks not otherwise delegated to a committee are overseen by the full Board.
The Cigna Group Enterprise Risk Management (ERM) program covers the full panoply of our critical enterprise risks, which is organized into four primary risk categories: strategic, operational, financial, and compliance. Our Chief Compliance and Risk Officer (the CCRO), who reports to our Executive Vice President, Chief Administrative Officer, and General Counsel, facilitates the ERM program. As part of our ERM process, management identifies, assesses, prioritizes, and develops mitigation and remedial plans for the Company’s top risks over short- and longer-term time horizons. The full inventory of risks is reviewed regularly with the Audit Committee, and deep dives into each of the four risk categories occur annually. The CCRO and the General Auditor (the GA) partner closely to ensure key risks identified through the ERM process are incorporated into our audit plans and that key findings are filtered through the Company’s disclosure processes. The Board, as part of its review of Committee charters and standing agendas for both the Board and its Committees, considers the oversight of critical enterprise risks and how those risks are addressed by the Board and its Committees.
Key Areas of Risk Oversight
Board of Directors
Business strategy
CEO succession planning
ESG strategy, initiatives and risks
StrategicOperationalFinancialCompliance
Risks related to strategic planning, including the selection and implementation of business plans, the allocation of capital resources and our ability to adapt to the changing environment in which we operateRisks related to the management and operation of our business, including controls with respect to key business processes and business continuityRisks related to financial matters, including our ability to maintain our desired debt ratings and appropriate levels of liquidity, as well as the reliability of our financial reportingRisks related to our compliance with the laws and regulations governing our business, as well our ability to maintain high ethical and business practices standards
Board Committees
Audit
Audit
Financial statements
Internal controls
Disclosure controls and processes
Cybersecurity
Independent auditor oversight
Enterprise risk management programs and policies
Cybersecurity
Compliance
Compliance
Compliance programs,
including federal health care programs
Compliance risk assessments
Data privacy
Code of Ethics and Director Code
Corporate Governance
Corporate Governance
Corporate governance policies and practices
Board succession planning
ESG landscape, policies, and performance
Shareholder engagement
Political and charitable contributions
Finance
Finance
Capital deployment
Operating plan/budget
Technology investments
Investment strategy
Material mergers, acquisitions, and divestitures
Insurance coverage and related risk management
People Resources
Executive compensation
Incentive compensation programs and policies
Succession planning
Human capital management, including diversity, equity, and inclusion

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CORPORATE GOVERNANCE MATTERS
Shareholder Engagement for Corporate Governance
The Board and the Corporate Governance Committee oversee the Company’s shareholder engagement practices. Our engagement with shareholders helps us better understand our shareholders’ priorities and perspectives, continue to develop strong relationships, and ensures the Board considers concerns that our shareholders may have. The Board considers feedback and insights from our shareholders as it reviews and evolves our governance and executive compensation practices and disclosures.
Our Corporate Secretary, Senior Vice President of Investor Relations, and representatives of The Cigna Group’s Office of the Corporate Secretary, Executive Compensation, ESG, and Government Affairs teams conduct meetings to update investors and regularly convey feedback from those meetings and calls to the Chair of the Board, our Lead Independent Director, and other members of the Board and management. We engage with shareholders throughout the year on issuesa number of topics related to corporate governance, executive compensation, corporate responsibility, Company performance, and other areas of focus for shareholders. Our engagementOver the past year, we engaged on governance-related topics with shareholders helps us better understandholders of approximately 40% of our shareholders’ priorities and perspectives. We take insights from this feedback into consideration and share them with our Board as we review and evolve our practices and disclosures.outstanding stock.(1)
SHAREHOLDER ENGAGEMENT
We engage with shareholders throughout the year.
In 2021,2023, we invited holders of 73%approximately 70% of our outstanding stock, including our 100 largest shareholders, to engage with us.
us to discuss corporate governance topics.
(1)
(1)Based on holdings as of December 31, 2023.


Throughout the year, we engaged on governance-related topics with holders of 49% of our outstanding stock.

Topics
Corporate governance and shareholder rights
Board composition
and refreshment
Executive compensation and human capital matters
Diversity, equity and inclusion efforts
ESG initiatives
Response to COVID-19 pandemic
and performance
The Cigna Group robust shareholder engagement program is designed to foster an active and constructive dialogue with a broad and representative group of our shareholders and other stakeholders. The Cigna Group believes that our engagement practices, including with respect to ESG matters, general corporate governance matters and other topics outlined above, strengthen our relationships with our shareholders and underscore our commitment to acting in the best interests of the Company’s shareholders and other stakeholders.
Our engagement with shareholders have also influencedcontinues to influence our policies and practices. In 2021, following engagement with our shareholders, we enhanced our disclosure practices by mapping our disclosures to the Sustainability Accountability Standards Board (SASB) Standards and published our 2020 Employee Information Report (EEO-1) report on our website at https://www.cigna.com/static/www-cigna-com/docs/about-us/corporate-responsibility/equal-employment-opportunity.pdf. In addition, weWe have implemented several governance enhancements in recent years thatfor which shareholders have expressed support for in our engagement discussions, including, for example, including:
our adoption of a policy to ensure a diverse candidate pool for all director searches, which requires that the Corporate Governance Committee and any search firm it engages include women and racially and ethnically diverse candidates in the pool from which the Committeecommittee selects director candidates, candidates;
the adoption of our proxy access and shareholder right to call a special meeting bylaws,bylaws; and
the elimination of supermajority voting provisions in our governing documents.
In addition to engagement with shareholders for corporate governance, we actively review policy voting guidelines of our large shareholders as well as Institutional Shareholder Services (ISS) and Glass Lewis. This includes close monitoring of any published scores.
Oversight of Business Strategy
The Board provides unique insights into the strategic issues facing the Company, including changes in the regulatory environment, changing market dynamics, and the competitive landscape. The Board and its committees provide guidance and oversight to management with respect to Cigna’sThe Cigna Group’s business strategy throughout the year.

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CORPORATE GOVERNANCE MATTERS
As part of its oversight of business strategy, the Board:
reviews Cigna’sThe Cigna Group annual and longer-term strategic plan, financial targets, and strategies for achieving those targets;
reviews and assesses Cigna’sthe Company’s results of operations, financial performance, prospects, and competitive position;
discusses external factors that affect the Company, such as regulatory developments and trends impacting the health services industry generally;
reviews our performance compared to our competitors; and
evaluates potential strategic alternatives relating to The Cigna Group and our business, including possible acquisitions, divestitures, business combinations, and business combinations.other opportunities.
Leadership Succession Planning and Human Capital Management Oversight
Our organizational structure is designed to position us for sustained growth, and the Board views our leadership team as a key strength of the Company.
In coordination with the Chair, the Lead Independent Director leads the Board in CEO succession planning. The Board engages in CEO succession planning annually as well as on an as-needed basis. Further, the Board approves regular and emergency succession plans and, as part of those plans, evaluates potential candidates who meet the Board’s criteria for the Chief Executive Officer position.
Through its People Resources Committee, the Board also oversees succession planning for other leadership roles, including executive officers and key members of senior management. With the assistance of the People Resources Committee, the Board also reviews emergency succession plans.
A global, diverse workforce that is experienced, engaged, healthy, and connected is essential to our achieving our mission. In addition to leadership succession planning, the People Resources Committee is actively engaged in the oversight of the Company’s human capital management through its review of the following topics:
the Company’s employee health and well-being programs, including structure and outcomes;
the Company’s Enterprise Incentive Plan and the Long-Term Incentive Plan for management;
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the Company’s performance relative to the acquisition and retention of talent, leadership and development programs, and other initiatives and plans to help ensure that we have talent positioned to deliver on our strategy; and
the Company’s principal policies, practices, and progress relative to pay equity and to diversity, equity, and inclusion.
Corporate ResponsibilityEnvironmental, Social, and Governance Oversight
The Board has oversight responsibility for our Environmental, Social and Governance (ESG) corporate responsibilityESG strategy and initiatives and has delegated certain responsibilities to the Audit, Compliance, Corporate Governance, and People Resources Committees. TheIn addition to ensuring the Board adheres to strong board governance practices generally, the Corporate Governance Committee monitorsoversees the Company’s corporate responsibility and environmental sustainabilityESG policies and performance overall, reviews with management the contents and accuracy of the annual corporate responsibilityESG report, and periodically updates and makes recommendations to the Board with respect to such matters.related policies, practices, and initiatives. The Corporate Governance Committee is regularly updated on corporate responsibility and environmental sustainabilityESG considerations, trends, and feedback raised by shareholders, proxy advisory firms, and other stakeholders. The Audit Committee oversees our disclosure controls, including with respect to our ESG disclosure, as well as cybersecurity.cybersecurity disclosure. The Compliance Committee oversees health care regulatory requirements governing our business operations, ethics, and data security and privacy. The People Resources Committee oversees human capital management matters, including pay equity and diversity, equity, and inclusion.
Cybersecurity Oversight
The Board has ultimate oversight over the Company’s privacy and cybersecurity programs and strategy.strategy and is responsible for ensuring that the Company has risk management policies and processes in place to meet and mitigate evolving risks and threats. Certain members of the Board have cybersecurity expertise, including certifications. The Board executes this oversight directly and through both the Audit Committee, for cybersecurity purposes, and the Compliance Committee, for privacy purposes. In these capacities, these committees are regularly briefed by the Board is responsible for ensuring thatGlobal Chief Information Security Officer (GCISO) and the Company has risk management policies and processes in place to meet and mitigate evolving risks and threats. These committees, as well as the full Board, are briefedChief Privacy Officer on cybersecurity and
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CORPORATE GOVERNANCE MATTERS
privacy issues.matters. These briefings are designed to provide visibility about the identification, assessment, and management of critical risks, audit findings, and management’s risk mitigation strategies. Additionally, these briefings include information about current trends in the environment, incident preparedness, artificial intelligence, and various components of the Company’s cybersecurity and privacy programs. Annually, the full Board reviews the Company’s cybersecurity program, including the threat landscape and related controls and periodically conducts cybersecurity tabletop exercises.
The foundation of our cybersecurity program is our enterprise-wide security policies and standards. Our cybersecurity program and our security policies and standards are aligned with the National Institute of Standards and Technology (NIST) 800-53 Cybersecurity
Framework. NIST is an internationally recognized security control framework used by companies to assess and improve their ability to prevent, detect, and respond to cyberattacks. In addition to the NIST framework, we leverage the International Organization for Standardization (ISO) 27001 and 27002 standards. NIST and ISO standards are internationally accepted and provide best practice recommendations for initiating, implementing, and maintaining information security management systems. In addition, all employees are required to complete an annual cybersecurity training course. This training is complemented by ongoing security awareness messaging.
BOARD MEETINGS AND COMMITTEES
Board Meetings and Committees
In 2021,2023, the Board held nine10 meetings, and the committees of the Board held a total of 3031 meetings. At all regular Board meetings held in 2021,2023, the independent members of the Board met without management present. As part of all regularly scheduled Board meetings, the Chair or Lead Independent Director presided over all executive sessions of the Board. Each committee also met without management on a regular basis in connection with their respective meetings.
EachDuring 2023, Board and committee attendance was 97%, with each director attendedattending more than 75% of the aggregate of all meetings of the Board and committees on which such director served in 2021. During 2021, Board and committee attendance was 97%.during the year. In addition to formal Board meetings, the Board engages with management regularly throughout the year.
The Board expects directors to attend the annual meetingAnnual Meeting of shareholders.Shareholders. All individuals then serving as directors attended the 20212023 annual meeting. All continuing directors are expected to attend the Annual Meeting in 2022.2024.
The specific roles and responsibilities of the Board’s Executive, Audit, Compliance, Corporate Governance, Finance, and People Resources Committees are delineated in written charters adopted by the Board. Complete copies of the committee charters are available on Cigna’sThe Cigna Group website at www.cigna.com/about-us/company-profile/corporate-governance/board-committees. Each member of the Audit, Compliance, Corporate Governance, Finance and People Resources Committees is independent under the terms of Cigna’s independence standards, which are included in the Guidelines and consistent withhttps://www.thecignagroup.com/our-leaders/committees-of-the-board. For further information regarding the independence standards set forth in the NYSE’s listing standards.of our directors and among our committees, please see “Corporate Governance Matters — Director Independence.”
The Executive Committee may exercise the power and authority of the Board as delegated by the Board when convening a meeting of the full Board of Directors is impracticable. Mr. Cordani is Chair of the Executive Committee, and Mr. Foss, General Granger, Ms. Mazzarella, Mr. Partridge, Ms. Ross, Mr. Wiseman, and Ms. Zarcone serve on the Executive Committee. Mr. Partridge will retire from the Board, effective as of the Annual Meeting, at which time Mr. Foss will join the Executive Committee. The Executive Committee did not meet during 2021.
2023.
The composition of the Audit, Compliance, Corporate Governance, Executive, Finance, and People Resources Committees is set forth below.



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CORPORATE GOVERNANCE MATTERS
Board Committee Table
Committee Membership
NameAuditComplianceCorporate GovernanceFinancePeople ResourcesExecutive
David M. Cordani
checkmark.gif
William J. DeLaneyll
Eric J. Foss
checkmark.gif
ll
Retired Maj. Gen. Elder Granger, M.D.
checkmark.gif
ll
Neesha Hathill
George Kurianll
Kathleen M. Mazzarellal
checkmark.gif
l
Mark B. McClellan, M.D., Ph.D.ll
Philip O. Ozuahll
Kimberly A. Ross
checkmark.gif
ll
Eric C. Wisemanl
Donna F. Zarconel
checkmark.gif
l
l= MEMBER checkmark.gif= CHAIR

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A summary of the key committee responsibilities and the composition of the Audit, Compliance, Corporate Governance, Finance, and People Resources Committees is set forth below.
CORPORATE GOVERNANCE MATTERS
Audit Committee
A summary of the key committee responsibilities and the composition of the Audit, Compliance, Corporate Governance, Finance and People Resources Committees is set forth below.
AUDIT COMMITTEE
Current Members
 Ms. Ross (Chair)
 Mr. DeLaney
 Ms. Hathi
 Mr. Partridge

Met eight times in 2021
Primary Responsibilities
The Audit Committee assists the Board in fulfilling its oversight responsibility regarding the integrity of the Company’s financial information and the adequacy of the Company’s internal controls,controls; the qualifications, independence, and performance of the Company’s independent registered public accounting firm (the Independent Auditors),; the performance of the Company’s internal audit function andfunction; compliance by the Company with legal and regulatory requirements. requirements; and cybersecurity.
Among its responsibilities, the Committee:
Appoints, oversees the work, and compensation of, and removal of the Independent Auditors;Auditors and reviews and approves in advance the terms of the engagement of the Independent Auditors and all audit and permissible non-audit services to be provided by the Independent AuditorsAuditors.
Reviews with the General Auditor the risk assessment process, results, and resulting annual audit plan for the upcoming year and the results of internal audit activitiesactivities.
Oversees policies with respect to risk assessment and risk management, overseesmanagement.
Oversees the Company’s financial risks and discusses with managementthe CCRO the Company’s enterprise risk management frameworkframework.
Current Members
Ms. Ross (Chair)
Mr. DeLaney
Ms. Hathi
Ms. Zarcone

Number of Meetings
9
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CORPORATE GOVERNANCE MATTERS
Audit Committee (Continued)
Reviews with the Independent Auditors and management both management’s assessment and the Independent Auditors’ annual report on the effectiveness of the Company’s internal controls and reviews with management the adequacy and effectiveness of the Company’s internal controls, including, financial controls, and disclosure controls and procedures, includingprocedures.
Reviews ESG control considerations and disclosures with management.
Reviews with management and, if appropriate, the Independent Auditors, Cigna’sthe Company’s annual and quarterly financial statements, earnings press releases, and significant accounting policies and policies regarding financial information and earnings guidance provided to analysts and rating agenciesagencies.
Reviews litigation and other legal or regulatory matters that may have a material impact on the Company’s financial statementsstatements.
Reviews the Company’s information technology security program and reviews and discusses the controls around cybersecurity, including the Company’s business continuity and disaster recovery plansplans.
Establishes, oversees, and reviews procedures related to (i) the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, auditing matters, or federal securities laws reporting and disclosure matters; and (ii) the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employeesemployees.
All members of the Audit Committee are financially literate within the meaning of the NYSE listing standards, and Ms. Ross, Mr. DeLaney and Mr. PartridgeMs. Zarcone have been designated “audit committee financial expert[s]”experts” as defined in the SEC rules. For more information regarding the Audit Committee’s activities see “Report of the Audit Committee” in the Audit Matters section of the Proxy Statement.
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Compliance Committee
CORPORATE GOVERNANCE MATTERS
COMPLIANCE COMMITTEE
Current Members
 General Granger
 (Chair)
 Dr. McClellan
 Ms. Zarcone

Met five times in 2021
Primary Responsibilities
The Compliance Committee assists the Board in fulfilling its oversight responsibility regarding the Company’s compliance and ethics programs, including compliance with laws and regulations that apply to our business operations, such as data privacy and the U.S. federal and state healthcarehealth care program requirements.
Among its responsibilities, the Committee:
Reviews compliance with federal health care program requirements and the effectiveness of the Chief Compliance Officer for federal health care programs and management’s Medicare Compliance Committee.
Oversees key compliance programs and reviews the structure, operation, and effectiveness of the compliance risk assessment processes and compliance programsprograms.
Reviews significant compliance risk exposures or violations and the steps to monitor, correct, and/or mitigate such exposures or violationsviolations.
Oversees the administration of the Company’s Code of Ethics and Principles of Conduct and Director Code of Business Conduct and Ethics and recommends changes thereto to the Board, considers any requests for waivers from the Code or the Director Code benefiting the Company’s executive officers or directors, and reviewreviews any waivers from the Code granted to the Company’s employeesemployees.
CORPORATE GOVERNANCE COMMITTEE
Current Members
 Ms. Zarcone (Chair)
 Mr. DeLaney
General Granger
(Chair)
Mr. Kurian
Dr. McClellan

Dr. Ozuah
Met six times in 2021
Number of Meetings
5

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CORPORATE GOVERNANCE MATTERS
Corporate Governance Committee
Primary Responsibilities
The Corporate Governance Committee assists the Board in fulfilling its oversight responsibility regarding the Board’s structure, organization, performance, and effectiveness and the Company’s corporate responsibility and environmental sustainability policies and performance.
Among its responsibilities, the Committee:
Oversees the Board and each committee’s composition (including member qualifications), structure, size, and succession planningplanning.
Monitors corporate governance developments and recommends changes to our Certificate of Incorporation, By-Laws, and Corporate Governance Guidelines to the BoardBoard.
Oversees the evaluation of the Board, its committees, and each directordirector.
MonitorsOversees the Company’s corporate responsibility and environmental sustainability policies and performance, reviews with management the contents and accuracy of the annual corporate responsibility reportEnvironmental, Social, and Governance Report and makes recommendations to the Board with respect to related policies, practices, and initiativesinitiatives.
ReviewsOversees any related person transactionstransactions.
Oversees non-employee Director compensation and related plansplans.
Oversees policies by which interested parties, including shareholders, may make significant concerns known to the BoardBoard.
Oversees policies and practices regarding political and charitable activities, including any contributions therewiththerewith.
Current Members
Ms. Zarcone (Chair)
Mr. DeLaney
General Granger
Dr. McClellan

Number of Meetings
6

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Finance Committee
CORPORATE GOVERNANCE MATTERS
FINANCE COMMITTEE
Current Members
 Mr. Partridge (Chair)*
 Mr. Foss
 Ms. Hathi
 Mr. Kurian
 Ms. Ross
 Ms. Mazzarella

Met five times in 2021

* Upon Mr. Partridge’s retirement at the Annual Meeting, Mr. Foss will become chair of the Committee.
Primary Responsibilities
The Finance Committee assists the Board in fulfilling its oversight responsibilities regarding the Company’s financial resources and invested assets, capital, investment policies, and information technology strategy and execution.
Among its responsibilities, the Committee:
Reviews the management of the Company’s financial resources, financial objectives, and invested assetsassets.
Reviews the annual operating plan and capital plan, dividends, and delegation of authority to management to address the Company’s capital and debt and capital positionposition.
Reviews the Company’s information technology and tax strategy and executionexecution.
Acts upon proposed investments, divestitures, capital commitments, and certain sourcing arrangementsarrangements.
Reviews the Company’s external insurance risk management program and insurance coverage, including Director & Officer and cybersecurity coverage.
Approves the investment strategy and reviews the Company’s investment policies and guidelinesguidelines.
Oversees the Company’s capital and investment-related risks, including with respect to its technology-related risksrisks.
PEOPLE RESOURCES COMMITTEE
Current Members
Mr. Foss (Chair)
Ms. Hathi
Ms. Mazzarella (Chair)
 Mr. Foss
Ms. Ross
 Mr. Kurian


Number of Meetings
Met six times in 20215
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CORPORATE GOVERNANCE MATTERS
People Resources Committee
Primary Responsibilities
The People Resources Committee assists the Board in fulfilling its oversight responsibilities regarding the Company’s human resources, including human resource policies and policy controls, people development, and compensation and benefit programs and plans, including for the Company’s executive officers.
Among its responsibilities, the Committee:
Oversees and approves, as appropriate, compensation design and award strategies and material employee benefit plansplans.
Makes recommendations to the Board regarding equity compensation plans and material amendments to such plans and approves equity compensation awardsawards.
Approves executive compensation program design, including performance measures and goals, formulas, and payouts under short-term and long-term cash-based and equity-based incentive plansplans.
Reviews and approves the various elements of compensation for any current or prospective executive officers other than the Chief Executive Officer,CEO, for whom the Committee makes recommendations to the independent members of the BoardBoard.
Reviews and approves goals and objectives relevant to the Chief Executive Officer’sCEO’s compensation and evaluates the Chief Executive Officer’sCEO’s performance in light of those established goals and objectivesobjectives.
In consultation with the Chief Executive Officer,CEO, reviews the Company’s people development processes;processes, oversees the policies and processes for people development, and supports the Board in the assessment of current and potential executive officers and key senior management, including succession planningplanning.
Oversees potential risks in incentive compensation programs and policiespolicies.
Reviews and monitors the Company’s diversity, equity, and inclusion programsprograms.
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CORPORATE GOVERNANCE MATTERSCurrent Members
Ms. Mazzarella (Chair)
Mr. Foss
Mr. Kurian
Dr. Ozuah

Number of Meetings
6
CODES OF ETHICS
Codes of Ethics
The Cigna Group is committed to conducting business in accordance with the highest standards of integrity, legal compliance, and ethical conduct. All directors and employees, including executive officers, must comply with the Company’s Code of Ethics, available on Cigna’sThe Cigna Group’s website at www.cigna.com/about-us/company-profile/corporate-governance/code-of-ethics.https://www.thecignagroup.com/our-impact/esg/healthy-company/code-of-ethics. In addition, directors must also comply with the Director Code of Business Conduct and Ethics, available on Cigna’sThe Cigna Group’s website at www.cigna.com/https://www.thecignagroup.com/static/www-cigna-com/www-thecignagroup-com/docs/about-us/company-profile/corporate-governance/board-code-of-ethics.pdf.board-code-of-ethics.pdf. The Board believes that having a separate code of conduct for the Board meaningfully enhances Cigna’sthe Company’s governance framework by making Board-specific policies clearer. Both the Director Code of Business Conduct and Ethics and the Company Code of Ethics, together with Cigna’sthe Company’s related policies and procedures, address major areas of professional conduct, including, among others, conflicts of interest,interest; protection of private, sensitive, or confidential information,information; insider tradingtrading; and adherence to laws and regulations affecting the conduct of Cigna’sThe Cigna Group business. Directors and employees annually affirm their adherence to the Director Code of Business Conduct and Ethics and the Code of Ethics, as applicable.
CORPORATE RESPONSIBILITY

As a global health services company, Cigna strives to earn trust through responsible business practices, corporate
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citizenship and providing services

CORPORATE GOVERNANCE MATTERS
ESG
The Cigna Group ESG framework is structured around four connected pillars that meet our customers’ individual needs. Inspired byunderscore our mission Cigna works to positively impactimprove the health and vitality of people, communitiesthose we serve. We drive action through this framework to deliver on our ESG vision: to transform the ecosystem of health into one that is well-functioning, sustainable, accessible, and the environment.
equitable — advancing better health for all. Our Cigna Connects Corporate Responsibility framework focuses on four key pillars – healthy environment, healthy society, healthy workforce and healthy company. This frameworkcommitment to this vision guides how Cigna worksus in our multidimensional value-creation strategy as we strive to achieve its mission through our responsible business practices and dedication to servingmeet the varied needs of our many stakeholders. Cigna plays a unique role in helping to address today’s challenges by developing innovative solutions that help support a sustainable health care systemThe four pillars of our ESG framework are: Healthy Society, Healthy Workforce, Healthy Environment, and deliver long-term shared value for our business and society.Healthy Company.
In 2021, The Cigna Group engaged an independent consultant to perform an updated Environmental, Social and Governance (ESG) materialityESG priority assessment. Cigna’s evolved corporate responsibilityThe evolution of our ESG framework iswas guided by the outcome of this assessment, which identifiesidentified the ESG issues that matter most to Cignaour business and our stakeholders and that represent areas where we have the greatest capacity to take action and make a positive impact. TheBased on the results of ourthat assessment, identified andwe have prioritized the ESG focus areas which are highlighted in the table below. We intendIn 2024, we plan to review these focus areas annually and engage a third party to conduct a formal ESG double materiality assessment every couple of years.
assessment. Double materiality assesses how a business is affected by ESG issues from both an impact and financial perspective.
Healthy EnvironmentSociety.gif
Healthy Societyworkforce.gif
Healthy WorkforCeEnironment.gif
Healthy COMPANYcompany.gif
Healthy SocietyHealthy WorkforceHealthy EnvironmentHealthy Company
Sustainable Health Care
Product Service & Quality
Health Equity
Community Resilience
Employee Health, Safety & Vitality
Diversity, Equity & Inclusion Within Our Workforce
Human Capital Development
Climate Change &
Emissions
Emissions
Sustainable Operations
 Sustainable Healthcare
• Health Equity
• Community Resilience
Leadership & Accountability
 Product Service &
Quality
• Human Capital
Development
• Employee Health,
Safety & Well-being
• Diversity, Equity
& Inclusion
• Responsible Supply
Chain
• Business Ethics &
Compliance
Compliance
 Leadership &
Accountability
• Data Protection
Responsible Supply Chain
The Cigna Group annually publishes a corporate responsibilityan ESG reportCigna Connects, highlighting our corporate responsibilityESG goals, and initiatives, and covering the critical topics that underscoreperformance, including with respect to each of our corporate responsibility framework.identified focus areas. In addition, we have mapped and linked our disclosure on a range of ESG topics to metrics outlined by the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and the Task Force on Climate-Related Financial Disclosures (TCFD) voluntary disclosure frameworks. This reportOur ESG Report is presented toreviewed with the Corporate Governance Committee which reviews the report with the Board.prior to its publication. We encourage our shareholders to review our most current report, which is available on Cigna’sThe Cigna Group’s website at www.cigna.com/about-us/corporate-responsibility/report/https://www.thecignagroup.com/our-impact/esg/.
We expect to publish our 2023 report in summer 2024.
The Cigna Group has received many recognitions for our responsible business practices, including:including the following:
Named industry leader on theMember of Dow Jones Sustainability Indices,Index for both the World and North America, marking the fifthseventh straight year that The Cigna Group has been named to the indices (November 2021);(December 2023).
Named toone of America’s Most JUST Companies for the fourth year by JUST Capital and CNBC, including No. 1 in the Health Care Providers industry and No. 6 overall in the JUST 100 – America’s Most Just Companies list. Cigna scored in the top 40, coming in at 34 of a total of 954 ranked companies (October 2021);(February 2024).
Human Rights Campaign, corporate equality index score of 100 (January 2021);(December 2023).
Named to CR (corporate responsibility) Magazine 100 Best Corporate Citizens list (May 2021); and

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Received ESG Rating Score of AAA from MSCI (November 2021)(September 2023), “Low Risk” score from Sustainalytics (December 2021)2023), and “Prime” by ISS-OekomISS (December 2021), and “Gold” rating by Ecovadis (January 2021)2023).
For additional information regarding the Board’s oversight of corporate responsibility, see “Responsibilities of the Board – Corporate ResponsibilityEnvironmental, Social and Governance Oversight.”
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Human Capital Management
Cigna’sThe Cigna Group mission is to improve the health well-being and peace of mindvitality of those we serve by enabling affordable, predictable and simple health care.serve. A global healthy and diverse workforce is essential to achieving our mission and our business growth strategies. We are continually investing in our global workforce to support our employees’ health and well-being,well-being; further drive diversity, equity, and inclusion,inclusion; provide fair and market-competitive paypay; and foster theiremployee growth and development.
As of the end of 2021,2023, we had approximately 73,70072,500 employees, with 89%93% of our employees based in the United States. Almost allApproximately 97% of our employees are full-time, with less than 2% of employees regularly working fewer than 30 hours per week.full-time.
88% of employees who responded to our most recent global survey year indicated that their manager supports employee health and well-being.
Health, Well-Being, and Other Benefits
Tending to our employees’ health, well-being, and peace of mind is more than just our mission – it is a critical business imperative for our company. At Cigna, we believe thatEnsuring the provisionvitality of health and well-being benefits for our employeesworkforce is our responsibility as an employer, and should not be outsourced to the government or other third parties. Ensuring that our employees have comprehensive health and well-being benefits is not only the right thing to do from a societal perspective – it is also one of the most important investments in our enterprise that we make each year. That is because we stronglyWe believe that a healthy workforce iswhen we support our employees’ health and well-being, they are more productive has fewer absences and is a critical enabler for us to driveengaged in driving our businessmission and ourbusiness strategy forward, thereby creating significant shareholder value. In 2021, Cigna2023, we invested approximately 19%18% of total payroll in health, well-being, and other benefits, including life and disability programs, 401(k) contributions, and retirement-related benefits for itsour employees in the United States, which represents an increase from the prior year attributed to medical spend and COVID-19-related benefits offered to employees.States.
In addition to traditional medical and pharmacy benefits, we provide multi-dimensional wellness programming to support the physical, mental, financial, and social health, support to employees. We believe that positive mental health is the foundation for other dimensionsas well as overall vitality of well-being,employees, including: nutrition and we work to ensure that our employees are aware of the resources we provide, and that they feel comfortable taking advantage of them without stigma. Our programs in support of mental health include:fitness programs; employee assistance program (EAP) benefits that
are free to all employees and to any memberall members of their household,households; and digital tools that provide access to education and therapy to help individuals build greater resilience and cope with stress, anxiety, and depression. As a result of our investments, and our efforts to build and reinforce a culture of health within the organization, an average of 86%88% of employees who responded to our most recent global surveys over the past two yearssurvey, conducted in 2022, indicated that Cigna’stheir manager actively supports employee health and well-being programs encourage them to pursue a healthy lifestyle (with an average 70%83% employee response rate).
Our programs also include a caregiver leave program that allowsprovides eight weeks of paid leave to employees time away at full payand includes caring for a grandparent or grandchild, in addition to bond withcaring for a new child or care for a sick family member.parent. In addition, we support our employees’ financial well-beingwell- being by offering debt and credit counseling, student loan debt consolidation support, and one-on-one retirement counseling, in addition toas well as a competitive 401(k) match for thoseU.S.-based employees who participate in our plan, which includes the vast majority of our employees.
Diversity, Equity & Inclusion
We recognize that our continued success depends on the collective strengths of our employees. At The Cigna Group, our individual differences – including race, ethnicity, nationality, veteran status, disability, sexual orientation, and gender identity — represent a mosaic of opportunities,backgrounds, experiences, and diversity, equity and inclusion furtherperspectives that enable us to executedeliver on our long-term business strategymission and drive the future success of the Company. Championing a diverse and inclusive workplace improves our ability to innovate and create solutions that resonate with our customers, partners, and communities. At Cigna, we take an expansive view of diversity including race, ethnicity, nationality, gender, veteran status, ability, sexual orientation and gender identity.
As of the end of 2021, 70%2023, based on employee self-reporting, approximately 71% of our employees were women, and 26%approximately 41% of our employees in the United States were from underrepresented groupsethnic minorities (which includes Black/Black / African American, Asian, Hispanic or Latinx,Latino/a, Pacific Islander, and American Indian/Alaskan)Alaskan employees). Additional information on the diversity of our workforce, including data based on our Employee Information Report (EEO-1), can be found in our Corporate Responsibilitylatest ESG Report. In addition, our 2020 Employee Information Report (EEO-1) most recently filed with the U.S. Equal Employment Opportunity Commission is available on our website at https://www.cigna.com/www.thecignagroup.com/static/www-cigna-com/www-thecignagroup-com/docs/about-us/corporate-responsibility/equal-employment-opportunity.pdf.
In 2021, we launched Enterprise Diversity, Equity,We are committed to fostering a culture of inclusion and Inclusion (DEI) Council. The DEI Council, chaired by our Chief Executive Officer, is comprised of leaders from various areas of the Company. The DEI Council’s focus is on advancing health equity and continuing to strengthenbelonging among our diverse workforce that advances our ability to improve the health and inclusive culture.vitality of those we serve. We are also released our initial Diversity Scorecard, a tangible examplecommitted to fairness in pay and opportunity for all of our commitment to leading and being transparent with our DEI progress.
employees.


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We take great pride inThese commitments are demonstrated through our diverseDiversity, Equity, and talented workforce and are committed to being an employer of choice for diverse talent. This commitment is demonstratedInclusion (DEI) strategy, through our programs and practices to attract, retain and reward our employees. In 2020, we updatedemployees, and through the actions of our diversity, equity and inclusion (DEI)enterprise DEI Council. Our DEI strategy to focus on:focuses on
elevating the next set of diverse leaders;
striving to ensure every employee feels a sense of belonging and is able to reach their fullest potential;
proactively monitoring our people processes and programs to promote equitable outcomes; and
showcasing the impact of DEI with our colleagues, customers, clients, and communities.
We recruit, hire, train and promote persons in all positions andIn support of that strategy, we work to ensure that all personnel actions, including recruiting, hiring, training, and promotions for all positions, are administered without regard to an employee’s race, color, religion, ethnicity, gender, or sexual orientation. We are committed to attracting and recruiting key diverse talent across various leadership development programs and other entry level positions with the business. This success is rooted in strategic relationships with diverse student groups at our partner colleges and universities as well as our commitment to multiple national, regional, and local organizations, which provide us focused recruiting opportunities with women, the LGBTQA+ community, military veterans, and underrepresented groups. We pushorientation while pushing ourselves to increase opportunities for representation of women and racially and ethnically diverse individuals, particularly in middle and senior management roles. We set a goal in 2020 to reach gender parity in our director and senior director roles by the end of 2024, and we continue to make progress toward this goal.
We are able to attract and recruit key talent into various leadership development programs and other entry-level positions across the business through strategic relationships with student groups at our partner colleges and universities, as well as through our engagement with multiple national, regional, and local organizations, which provide “unconscious bias”us focused recruiting opportunities with women, the LGBTQ+ community, military veterans, and underrepresented minority groups, among others.
We develop and promote DEI and cultural competency training to help ensure that decisions around hiring, promotion, and promotionsother decisions are focused on abilities and qualifications. Since 2020, unconscious bias training is required of all employees. Additional information about our programs that foster diversity, equity and inclusion can be found on page 93 in our statement about the gender pay gap shareholder proposal. For 2022, diversity, equity and inclusion is included as an area of focus in the strategic priorities measure of the Enterprise Incentive Plan. Our Board of Directors, directly and through its People Resources Committee, is updated routinely by management on our diversity, equity and inclusion programs and progress.
We are committed to fairness in pay and opportunity for all of our employees. Our compensation practices, rooted in our pay-for-performance philosophy, promote equity in pay through measures such as benchmarking compensation by role, eliminating inquiries regarding applicants’ compensation history from the hiring process, and monitoring for potential disparities. Our most recent pay equity analysis among our U.S. employees, conducted in 2022, showed2024, illustrated that in the United States, female employees atof The Cigna Group earn more than 99 cents for every dollar earned by similarly-situatedsimilarly situated male employees, and employees from underrepresented groups (which includes Black/African American, Hispanic or
Latinx, Latino/a, Pacific Islander, and American Indian/Alaskan)Alaskan employees) earn more than 99 cents for every dollar earned by similarly-situatedsimilarly situated white employees. We also analyzed gender pay on a global basis and found that, across the entire Company, female employees at The Cigna Group earn more than 99 cents for every dollar earned by similarly situated male employees.
Our DEI Council is chaired by our CEO and Chair of the Board and is comprised of leaders from various areas of the Company. The DEI Council’s focus is on advancing health equity and continuing to strengthen our diverse and inclusive culture. Under the leadership of the DEI Council, we published our annual Diversity Scorecard Report, a tangible example of our commitment to leading and being transparent with our DEI progress.
We measure our progress relative to our DEI commitment through a variety of measures, including representation of women and ethnic minorities in leadership roles and succession plans, voluntary turnover rates among women and ethnic minorities, and employee responses to a collection of relevant questions on our employee engagement survey. In our most recent global survey, conducted in 2022, approximately 79% of employees answered positively to this set of questions, which we refer to as the DEI index. We also aim to improve representation of women and ethnic minorities in our leadership pipeline, as well as improve health equity and reduce disparity gaps in social determinants of health. We hold our leaders accountable to our DEI commitment through components of the measures that determine the funding of our Enterprise Incentive Plan (EIP) pursuant to which annual incentive awards are paid. See more on pages 69 – 71.
Finally, our Board of Directors, directly and through its People Resources Committee, is updated routinely by management on our diversity, equity, and inclusion programs and progress. The diversity of our Board, and the Board’s commitment to diversity, is described above under ”Election of Directors — Commitment to Board Diversity.”
Additional information regarding our commitment to diversity, equity and inclusionDEI and equitable pay is included in our Pay Equity Commitment Statement, which can be found on our website at https://jobs.cigna.com/payequity.jobs.thecignagroup.com/payequity. In this statement, we emphasize our commitment to fairness in pay and opportunity for all of our employees, regardless of gender, race, or ethnicity, as well as the steps we are taking to increase the representation in Cigna’sThe Cigna Group leadership to ensure that the perspectives of women are included at all levels throughout the Company.
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Our DEI efforts have been recognized externally. For example, The Cigna Group ranked No. 14 on Fair360’s (formerly known as DiversityInc) 2023 Top 50 Companies For Diversity, a 10-place jump forward from 2022. We were also awarded “2023 Best Places to Work for LGBTQ+ Equality” by the Human Rights Campaign Foundation.
Talent Acquisition, Development, and Retention
Our talent acquisition and rewards strategies are designed to ensure we attract and retain skilled employees who are engaged in our mission. Our compensation program is rooted in market competitivemarket-competitive base salaries and incentives that reward contributions that advance the Company’s strategy and mission. In 2023, the voluntary turnover rate was approximately 11% for all employees, signaling a return to pre-pandemic levels.
Our talent acquisition team is both online and on the ground in communities and at colleges and universities to find and recruit the best and brightest talent. Our top-ranked external career website allows candidates to learn about The Cigna Group and search for open positions. We also leverage technology and an omnichannel strategy to create awareness and attract candidates through email, text, social media, a quarterly newsletter, and one-to-one outreach from our recruiters.
We recognize the importance of flexibility in the workplace and provide schedules, tools, and support for employees to balance their work responsibilities with their life outside of work. We also empower our employees to volunteer by offering two distinct benefit programs:
The first is volunteer time off, referred to as "Use Your 8," for eligible employees to take eight hours of paid leave annually to volunteer with a nonprofit of their choice.
The second is our Community Ambassador Fellowship, a program through which employees apply for up to three months of paid leave to support a specific community-based project. Selected employees also receive up to $20,000 in support of the project through a direct contribution to their nonprofit partner.
To further engage and reward employees, we have an employee recognition program called Standout that allows employees to recognize their colleagues for their contributions to our company and to celebrate both personal and professional milestones. Everyone is empowered to use this system to recognize colleagues for going above and beyond or simply say thank you.
Our online learning platform and career development tools, including an internal career portal and eventscareer planning tool, offer a broad range of training, education, and development resources to all employees. In 2021, U.S.2023, based on internal data, employees on average engaged in 62approximately 30 hours of learning through these resources. Cigna’s learning experience platform, myUniversity, is a central resource for employee learning. Ninety-one percent (91%) of the global Cigna employee population (exclusive of MDLive employees) are active users of myUniversity. In 2021, approximately 1.9 million hours of learning were completed in myUniversity. Enterprise leadership development programs wereare provided to executive, high-potential, and new manager audiences to develop and expand leadership capability across the enterprise. We also offer leadership development programs to recent graduates who seek valuable career experience with The Cigna alsoGroup, as well as opportunities for college students to join The Cigna Group for a paid summer internship. The Cigna Group offers an education reimbursement program for both fullfull- and part-time employees who meet the continuing education criteria.
We believe that each of these factors – a comprehensive health and well-being program, a strong commitment to a diverse and inclusive workforce, a compensation program that is fair, equitable and rooted in competitive market data, and robust talent acquisition and development strategies and programs contribute to employee engagement and retention. We regularly measure the engagement of our employees through global surveys, the results of which are used by Cigna’s leaders to identify ways in which we can strengthen our culture, simplify processes, enhance engagement, and improve customer interactions.
Throughout the COVID-19 pandemic, we have been unwavering in our commitment to our employees. In March 2020, we transitioned nearly all of our global employees who could do so to work at home and, in 2021, over 90% of our employees continued to work from home. We have provided support to those adjusting to new work

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environments, such as internet access for those employees where the required internet access could cause a financial hardship. Over the course of the past year, we have taken a mindful approach to reopening our offices, with the health and safety of our employees top of mind. We reopened all of our offices in the second half of 2021, and made them available for any fully vaccinated employees who wished to come on site to socialize or collaborate in person. As we reopened, we adopted new ways of working, which provide our employees, where possible, with the flexibility to work in a mix of on-site, flexible and at home arrangements. In addition, we recognize the increased strain that our employees feel outside of work, and have taken a number of steps to support our employees as they care for themselves and their loved ones. Examples include providing employees with emergency paid time off (ETO) that could be used, among other reasons, if an employee needed to quarantine and could not work at home, needed to care for a family member or was caring for a child or parent who was at home because daycare, school, or eldercare facilities were closed or unavailable. Beginning in May, employees can continue to use ETO for COVID-19 vaccination-related absences. We also relaxed certain eligibility requirements for our caregiver leave program, enabling our employees to take the time they needed to care for loved ones that are sick with COVID-19. We have also supported the families of our employees through tutoring services, assisting employees that are seeking qualified, in-home child care and encouraging COVID-19 vaccinations through a variety of incentive programs.
For additional information regarding the Board’s oversight of human capital management, see “Responsibilities of the Board – Leadership Succession Planning and Human Capital Management Oversight.” For additional information regarding our commitment to Board diversity, see “Election of Directors – Commitment to Board Diversity.”
The Cigna Group Foundation
The Cigna Group Foundation’s charitable giving philosophy is part ofaligned to our mission to improve the health well-being, and peace of mindvitality of those we serve. The Cigna Group Foundation focuses on opportunities to make a difference in the health of our communities and create a better future, through partnerships that address socioeconomic status, education, neighborhood and physical environment, employment, and social support networks, as well as access to health care, otherwise known as social determinants of health. Our philanthropy goes beyond financial contributions to include employee engagement, volunteer activities, and community involvement.
In 2021, the2023, The Cigna Group Foundation funded approximately $15.8$15.6 million towards the following focus areas: health and well-being, education and workforce development, community and social issues, military, veterans and first responders, disaster relief, global and trending causes,
employee programs, and its signature programs: Building Equity and Equality Program,The Cigna Group Scholars, and Healthier Kids For Our Future®.Future.
Through theThe Cigna Group Foundation’s signature program, Healthier Kids For Our Future® initiative, a $25 million, five-year global initiative launched in 2019,Future, we continued to address challenges affecting children’s health and well-being. In 2021,2023 marked the Cigna Foundation made grants totaling $5 million for programs designed to help eliminate food insecurity and focus on the mental health needsfinal year of children. The Building Equity and Equality Program was launched in 2020 and is a five-year initiative to expand and accelerate efforts to support diversity, inclusion, equality, and equity for communities of color. In 2021, over $500,000 was funded towards grant programs supporting the Building Equity and Equality Program and other community and social issues.Healthier Kids For Our Future.

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In addition to its signature programs, the2023, The Cigna Group Foundation supportsalso supported grant programs aligned to its mission and strategy:
Health and well-being grants were awarded to nonprofit organizations that focus on efforts to improve overall access to care, treatment and medication, chronic disease treatment and prevention, behavioral health conditions, dental health, wellness programs, and maternal, prenatal, and newborn health.
Education and workforce development grants focused on pre-kindergarten through post-secondary and adult education programs designed to improve school readiness, facilitate academic achievement, and drive the pursuit of careers in health care intended to improve health outcomes for all populations.
Other areas of focus included direct service programming grants to support active dutyactive-duty military, veterans, first responders, and their families leading to economic empowerment and career and workforce readiness. The Cigna Group Foundation continuously addresses topical issues facing individuals and communities by providing support to communitiesareas impacted by natural disasters and/or community devastation. The Cigna Group Foundation also provides support outside the United States, aligned to health equity and access to care goals.
Together with the New York Life Foundation, theThe Cigna Group Foundation continued its support of the families of health care workers who lost their lives to COVID-19employees through the Brave of Heart (BOH) Fund. Launched and funded in 2020, the BOH fund provided financial assistance and emotional support to more than 900 families. The application period for grants from the Fund closed in 2021. Remaining funds are scheduled to be donated to programs initially focused
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on mental health and well-being of healthcare workers, grief and bereavement resources and diversifying the healthcare worker pipeline.
The Cigna Foundation continued its support of Cigna’s employees through the CignaGroup Scholars Program in 2021,2023, providing $3,000 academic scholarships each to more than 250nearly 240 dependents and grandchildren of Cignaour employees. This program helps to close the affordability gap for Cignaour employees’ families and the next generation of students.students pursue their academic dreams.
In 2021,2023, The Cigna Group Foundation also recognized employees’ philanthropic passions, outstanding efforts towards volunteerism, and the connections made between personal health and charitable giving by funding approximately $2.5$3 million to preferred causes of The Cigna Group employees through matching gifts, healthy lifestyles, and community service grants.
ANNUAL POLITICAL CONTRIBUTIONS AND LOBBYING ACTIVITY REPORT
Lobbying Activity and Political Contributions
Active, principles-based, nonpartisan engagement with policy makers is of paramount importance to our ability to fulfill our mission to improve the health and vitality of those we serve. Consistent with our commitment to thoughtful and constructive engagement in public dialogues around the world, The Cigna is committed to transparency and strives to provide clarity about our goals and positions related to the Company’sGroup engages in advocacy through regulated lobbying activity at federal and state levels and the disbursement of political contributions in accordance with applicable federal and state laws. In limited circumstances, contributions are made via corporate funds and more commonly through The Cigna Group Employee Political Action Committee (PAC), which is funded through the voluntary contributions of eligible employees. For more than a decade, the Company has voluntarily provided annual reports that describe the governance of our lobbying efforts and political activity with detailed contribution information. In 2022, the Company meaningfully enhanced these disclosures with the launch of a standalone webpage (https://www.thecignagroup.com/our-impact/esg/healthy-company/lobbying-activity-political-contributions) and increased the reporting frequency from annually to twice per year. The new disclosure page provides enhanced transparency into the governance framework and priorities of our lobbying and advocacy efforts,political activity as well as why we believe active engagement intrade association membership dues and detailed contribution reports that include information regarding the public policy arena is important to our mission, businesspolitical candidates, parties, and customers. Cigna published its first annual political contributions and lobbying activity report in 2011. Our report provides information on our overall lobbying framework, includingcommittees that the areas in which we focus our advocacy efforts and why we believe active engagement in the public policy arena is necessary to support the achievement of our mission, the success of our business and the well-being of our customers. The report also provides information about: (1) direct political contributions that Cigna makes at a corporate level; (2) contributions that Cigna makesCompany supported through the Cigna Political Action Committee;PAC or by direct corporate contributions, including recipient names and (3) the total amount of annual dues paid to any industry trade association to which Cigna pays $50,000 or more in annual dues, as well as the portion of any such dues that such trade associations inform us are allocable to any non-deductible lobbying expenses. The Corporate Governance Committee oversees Cigna’s political and lobbying activities. The Company updates the report annually and we encourage you to review our 2021 report which is available on Cigna’s website at www.cigna.com/about-us/company-profile/corporate-governance/.
amounts given.
CERTAIN TRANSACTIONSCertain Transactions
Transactions with Related Persons
The Cigna Group has not adopted a written policy concerning the review, approval, or ratification of related personrelated-person transactions. The Cigna Group compiles information about transactions between The Cigna Group and Cigna’sThe Cigna Group directors, director nominees, executive officers, and any immediate family members and affiliated entities identified by directors, director nominees, and executive officers as having any form of relationship with The Cigna Group, as well as shareholders that identified themselves since the beginning of 20212023 as beneficially owning more than 5% of Cigna’sthe Company’s common stock. Cigna’sThe Cigna Group’s Office of the Corporate Secretary conducts an analysis to determine whether there may be disclosure required under SEC rules as a related personrelated-person transaction. On an annual basis, the Corporate Governance Committee reviews the analysis prepared by the Company with the Board.
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A member of Mr. Wiseman’s family is an employee of Cigna.The Cigna Group. The position that employee holds is not an executive officer or enterprise-level strategic role. Target total annual compensation for this position is determined by reference to a range of compensation for similarly situated roles and is approximately $80,000$125,000 to $180,000.$210,000. Actual compensation was established in accordance with the Company’s compensation practices applicable to non-executive employees with equivalent qualifications, experience, and responsibilities. The position also is eligible for standard benefits provided to other non-executive employees. The Board does not view this employment relationship as presenting a conflict for Mr. Wiseman. There were no other related personrelated-person transactions requiring disclosure under SEC rules.
Compensation Committee Interlocks and Insider Participation
The People Resources Committee is composed of threefour independent directors: Kathleen M. Mazzarella (Chair), Eric J. Foss, Philip O. Ozuah, M.D., Ph.D., and George Kurian. Eric C. Wiseman served as Chair until his resignation from the Committee in February 2022. There are no compensation committee interlocks.


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Non-Employee Director Compensation
OVERVIEWOverview
Cigna’sThe director compensation program at The Cigna Group is designed to attract and retain highly qualified independent directors by addressing the time, effort, expertise, and accountability required of active board membership. The Board believes that the director compensation program:
aligns with shareholder interests because it delivers a majority of Board compensation through an equity-based component, the value of which is tied to Cigna’sThe Cigna Group stock price; and
is competitive based on the work required of directors serving on the board of an entity of the Company’s size, complexity, and scope.
The Corporate Governance Committee periodicallyannually reviews director compensation and assists 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 engageengages an independent compensation consultant to assist in its review of director compensation.
DIRECTOR COMPENSATION PROGRAM
Director Compensation Program
The Corporate Governance Committee reviews Cigna’sthe Company’s non-employee director compensation program,Director Compensation Program, initially adopted in 2018, on an annual basis. In 2021,2023, the Corporate Governance Committee, with the assistance of Pay Governance, reviewed the director compensation program to ensure that our pay practices remained competitive and aligned with peer companies. As part of this review, the Corporate Governance Committee reviewedanalyzed benchmarking data from the Company’s compensation peer group and general industry peer group.
RETAINER TYPE
ANNUAL AMOUNT
METHOD OF PAYMENT
Board (other than an independent Chair of the Board)
$190,000
Cigna common stock
$120,000
Cash
Independent Chair of the Board
$230,000
Cigna common stock
$320,000
Cash
Committee chair
$  25,000
Cash
In addition, the Committee considered changes to the program as a result of the Board’s change in leadership structure. Following this review, the Committee approved an incremental annual cash retainer of $50,000decided to make no changes to the Director Compensation Program for the Lead Independent Director, effective January 1, 2022.2023, which is reflected below.
Retainer TypeAnnual Amount
($)
Method of Payment
Board190,000The Cigna Group common stock
120,000Cash
Lead Director50,000Cash
Committee Chair25,000Cash
There is no retainer for committee membership or service on the Executive Committee. No compensation is paid for directors who are also employees of the Company.
Deferral of Payments
Under the Deferred Compensation Plan of 2005 for Directors of The Cigna CorporationGroup (Deferral Plan), directors may elect to defer the payment of the cash and/or common stock portion of their annual retainers. Deferred common stock compensation is credited to a director’s deferred compensation account as a number of shares of hypothetical common stock and ultimately paid in shares. Deferred cash compensation is ultimately paid in cash, and directors have a choice of hypothetical investment funds whose rates of return are credited to that account. These funds include a Cigna stock fund related to The Cigna Group and several other funds selected from those offered to all employees of The Cigna employeesGroup under theThe Cigna Group 401(k) Plan. Directors may elect to receive payments under the Deferral Plan in a lump sum or installments. Lump sum payments are made, or payment installments begin, in January of the year following a director’s separation from service.
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Stock Ownership Guidelines
The Cigna Group requires directors to maintain a stock ownership level of at least five times the value of the cash portion of the annual board retainer (currently $600,000) of common stock of The Cigna common stock.Group. Under the guidelines, directors have five years from their election to the Board to satisfy this ownership obligation. Common stock, deferred common stock, restricted stock units, and hypothetical shares of Cigna common stock of The Cigna Group held by a director count toward the stock ownership guidelines for directors whose service started before February 2014. Directors whose service started after February 2014 may only count common stock and deferred common stock for compliance with stock ownership guidelines. As of December 31, 2021,2023, all of the directors were in compliance with the stock ownership guidelines and each of our directors met or exceeded their ownership requirements or were within the five-year share accumulation period.
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CORPORATE GOVERNANCE MATTERS
Financial Planning and Matching Charitable Gift Programs
Directors may participate in the same financial planning and tax preparation program available to executive officers of The Cigna executive officers.Group. Under this program, The Cigna Group will make direct payments or reimburse directors for financial planning services that are provided by firms designated by The Cigna Group and for tax preparation services in the amount of up to $6,500 annually. Each director whose service started before 2006 and has at least nine years of board service upon separation from service also is eligible for direct payments or reimbursement in the amount of up to $5,000 for financial planning and tax preparation services during the one-year period following separation from service.
Directors also may participate in the matching charitable gift program available to The Cigna Group employees on the same basis on which employees participate. In addition, upon a director’s retirement, in recognition of the retiring director’s service, the Board may make a donation in the amount of $10,000 to a charitable organization of the director’s choice.
Insurance Coverage
The Cigna Group provides each director, on the same basis as employees and at no cost to the director, group term life insurance coverage and business travel accident insurance
coverage. The Cigna Group also provides $1 million of personal umbrella liability insurance coverage for directors. Directors may purchase additional coverage at the group rate.
Directors also may purchase or participate in, by paying premiums on an after-tax basis, additional life insurance, medical care, long-term care, property/casualty personal lines, and various other insurance programs available on a broad basis to employees of The Cigna employees.Group. Directors and their eligible dependents thatwho are eligible for subsidized coverage under the group benefit programs of another entity or employer are not permitted to participate in Cigna’sThe Cigna Group’s employer-sponsored group health plans. Directors also may elect to purchase worldwide emergency assistance coverage. This program, which provides international emergency medical, personal, travel, and security assistance, also is available to Cigna executive officers of The Cigna Group and certain other employees of The Cigna employeesGroup who frequently travel abroad for business.
The Cigna Group provides each retired director whose service started before 2006 and who has at least nine years of Board service upon separation from service with $10,000 of group term life insurance coverage, with premiums paid by Cigna.The Cigna Group. In addition, these directors may also participate for two years following separation from service in the medical care programs currently offered by The Cigna Group to retired employees, with premiums paid by the director on an after-tax basis.

The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement
51



CORPORATE GOVERNANCE MATTERS
DIRECTOR COMPENSATION TABLE FOR 2021Director Compensation Table for 2023
The table below includes information about the compensation paid to non-employee directors in 2021.2023. Mr. Cordani, the only Company employee on the Board, does not receive any director compensation for his Board service.
NAME
FEES EARNED
OR PAID IN CASH
($)
STOCK
AWARDS
($)
ALL OTHER
COMPENSATION ($)
TOTAL
COMPENSATION ($)
(a)
(b)
(c)
(d)
(e)
William J. DeLaney
120,000
190,000
411
310,411
Eric J. Foss
120,000
190,000
411
310,411
Elder Granger, M.D.
138,750
190,000
11,883
340,633
Isaiah Harris, Jr.(1)
320,000
230,000
65,735
615,735
Neesha Hathi(2)
60,000
95,000
2,911
157,911
George Kurian(3)
120,000
190,000
411
310,411
Kathleen M. Mazzarella
120,000
190,000
411
310,411
Mark B. McClellan, M.D.
120,000
190,000
411
310,411
John M. Partridge
145,000
190,000
411
335,411
William L. Roper, M.D.(4)
72,500
95,000
10,397
177,897
Kimberly Ross
145,000
190,000
411
335,411
Eric C. Wiseman
145,000
190,000
63,279
398,279
Donna F. Zarcone
145,000
190,000
113,350
448,350
 (1)
Mr. Harris retired from the Board effective December 31, 2021.
 (2)
Ms. Hathi joined the Board effective September 1, 2021.
 (3)
Mr. Kurian joined the Board effective March 1, 2021.
 (4)
Dr. Roper retired from the Board effective April 28, 2021.
Name
Fees Earned
or Paid in Cash
($)
Stock
Awards
($)
All Other
Compensation
($)
Total
Compensation
($)
(a)(b)(c)(d)(e)
William J. DeLaney120,000190,000283310,283
Eric J. Foss145,000190,000283335,283
Elder Granger, M.D.145,000190,000283335,283
Neesha Hathi120,000190,000283310,283
George Kurian120,000190,000283310,283
Kathleen M. Mazzarella145,000190,000283335,283
Mark B. McClellan, M.D., Ph.D.120,000190,000283310,283
Philip O. Ozuah, M.D., Ph.D.(1)
90,000158,333165248,498
Kimberly Ross145,000190,0002,783337,783
Eric C. Wiseman170,000190,000283360,283
Donna F. Zarcone145,000190,0002,783337,783

Cigna 2022 Notice of Annual Meeting of Shareholders and Proxy Statement   37
(1)Dr. Ozuah joined the Board effective June 1, 2023.


TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS
Fees Earned or Paid in Cash (Column (b))
Column (b) reflects the annual cash retainers for Board and committee service received by each director. Cash retainers are paid during a calendar quarter to directors who are in active service at any time during that quarter. 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 The Cigna Group 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 The Cigna Group applies for financial statement reporting purposes as described in Note 1719 to Cigna’sThe Cigna Group consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 20212023 (disregarding any estimates for forfeitures). For 2021, common stock for the annual board retainer was awarded in a calendar quarter to directors who were in active service at any time during that quarter. The number of shares of common stock awarded was determined by dividing the dollar amount of the applicable award by the closing price of common stock, as reported on the NYSE, on the last business day of the second month of the quarter. Beginning with the 2022 Annual Meeting of Shareholders, the common stock portion of the Board retainer will beis awarded annually on the date of the annual meeting of shareholders to directors who are in active service on the date of the meeting (and who will continue in active service following the date of the meeting). The annual award covered director service for the period of April 2023 through the next annual meeting in April 2024.
Directors who commence service as a director on a date other than the date of the annual meeting will receive an award of common stock on the effective date of their appointment, with a grant date value equal to a pro-ratedprorated portion of the common stock retainer based on the number of full months until the next annual meeting divided by twelve12 months. The number of shares of common stock awarded will beis determined by dividing the dollar amount of the applicable award by the closing price of common stock, as reported on the NYSE, on the date of the award. Fractional shares are not awarded. The number of shares of common stock awarded is rounded down to a whole number of shares and the cash value of any fractional share is paid as soon as practicable during the quarter after the award date. 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, 2021.2023.
52
2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group



CORPORATE GOVERNANCE MATTERS
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 under “Director Ownership” in the following amounts: General Granger — $11,472; Mr. Harris — $55,324; Mr. Wiseman — $62,868; and Ms. Zarcone — $110,439;
matching charitable awards made by The Cigna Group Foundation as part of its matching gift program (also available on a broad basis to The Cigna Group employees) in the amount of $2,500 for each of Ms. Zarcone and Ms. Hathi. Also includes charitable contributions in the amount of $10,000 each to non-profit organizations in honor of Mr. Harris’sRoss; and Dr. Roper’s retirement from the Board; and
the dollar value of Company-paid life insurance premiums for all directors.
As permitted by SEC rules, the above table does not include any amounts related to perquisites or personal benefits as there were no perquisites or personal benefits that exceeded $10,000.
38   Cigna 2022 Notice of Annual Meeting of Shareholders and Proxy Statement

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS
DIRECTOR OWNERSHIPDirector Ownership
The table below shows The Cigna Group securities held by each non-employee director as of December 31, 2021.2023. The value of these securities was calculated using $229.63,$299.45, which was Cigna’sThe Cigna Group’s closing stock price on December 31, 2021.29, 2023.
NAME
COMMON
STOCK
(a)
DEFERRED
COMMON
STOCK
(b)
RESTRICTED
STOCK
UNITS
(c)
HYPOTHETICAL
SHARES OF
COMMON
STOCK
(d)
VESTED
STOCK
OPTIONS
(e)
TOTAL
OWNERSHIP
(f)
TOTAL
OWNERSHIP
VALUE
(g)
William J. DeLaney
21,106
2,691
23,797
$ 4,993,328
Eric J. Foss
33,016
33,016
$7,581,464
Elder Granger, M.D.
522
3,211
3,923
7,656
$1,127,264
Isaiah Harris, Jr.
20,015
23,689
43,704
$10,035,750
Neesha Hathi
471
471
$108,156
George Kurian
880
880
$ 202,074
Kathleen M. Mazzarella
3,211
3,211
$737,342
Mark B. McClellan, M.D.
3,211
3,211
$737,342
John M. Partridge
29,410
29,410
$6,753,418
Kimberly Ross
1,614
1,614
$ 370,623
Eric C. Wiseman
4,200
16,060
6,212
26,472
$ 6,078,765
Donna F. Zarcone
1,880
11,293
13,500
2,849
29,522
$6,779,137
Name
Common Stock
(#)
(a)
Deferred Common Stock
(#)
(b)
Restricted Stock Units
(#)
(c)
Hypothetical Shares of Common Stock
(#)
(d)
Vested Stock Options
(#)
(e)
Total Ownership
(#)
(f)
Total Ownership Value
($)
(g)
William J. DeLaney20,3760002,69123,0676,436,235
Eric J. Foss34,737000034,73710,401,995
Elder Granger, M.D.04,932003,9238,8552,020,845
Neesha Hathi2,19200002,192656,394
George Kurian2,6010090203,5031,048,973
Kathleen M. Mazzarella4,93200004,9321,476,887
Mark B. McClellan, M.D., Ph.D.4,93200004,9321,476,887
Philip O. Ozuah, M.D., Ph.D.6240000624186,857
Kimberly A. Ross3,33500003,335998,666
Eric C. Wiseman4,20017,78107,646029,6278,871,805
Donna F. Zarcone76511,29313,5002,948028,5068,536,122

Deferred Common Stock (Column (b))
Column (b) includes the equity portion of the 20212023 retainer and any previous year’s Board retainer granted in The Cigna Group 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 held by Ms. Zarcone. The restricted stock units will settle in shares of The Cigna Group common stock upon separation of service. All of these restricted stock units are vested.

The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement
53



CORPORATE GOVERNANCE MATTERS
Hypothetical Shares of Common Stock (Column (d))
Column (d) includes (1) share equivalents resulting from voluntary deferrals of cash compensation hypothetically invested in the stock fund of The Cigna stock fund;Group; (2) hypothetical shares of The Cigna Group 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 The Cigna Group common stock acquired pursuant to a pre-2006 requirement that directors invest or defer a portion of their Board retainer in shares of hypothetical common stock of The Cigna common stock.Group. Although these securities are not common stock, the value of the hypothetical shares of Cigna common stock of The Cigna Group credited to a director’s deferred compensation account is tied directly to the value of The Cigna Group common stock.
Vested Stock Options (Column (e))
Column (e) includes The Cigna Group stock options received in the merger in exchange for stock options of Express Scripts Holding Company (ESHC) that were awarded to each of Mr. DeLaney and General Granger as part of their compensation for service on the ESHC board of directors. All outstanding ESHC stock options vested and became exercisable upon the closing of the merger under the terms of the ESHC 2016 Long-Term Incentive Plan.
Total Ownership Value (Column (g))
Value of vested stock options is calculated by multiplying the number of shares issuable upon exercise of the stock option by the difference between the closing price on December 31, 202129, 2023 ($229.63)299.45) and the option’s exercise price.

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Cigna 20222024 Notice of Annual Meeting of Shareholders and Proxy Statement 39| The Cigna Group






Compensation Matters

Advisory Approval of Executive Compensation (Proposal 2)
Cigna_Icons_Arrow.jpg
The Board of Directors unanimously recommends that shareholders vote FOR the advisory approval of the Company’s executive compensation.
Our Board is committed to strong governance and recognizes that The Cigna Group shareholders and other stakeholders have an interest in our executive compensation policies and practices. Our executive compensation program is designed to base the substantial majority of our executive officers’ compensation on Cigna’sThe Cigna Group performance, aligning the interests of our executive officers with those of our shareholders and other stakeholders and rewarding them for the creation of long-term value.
As discussed more fully in the Compensation Discussion and Analysis, the primary principles underlying our compensation philosophy are that our compensation program should motivate superior enterprise results while minimizing risk and remaining committed to the Company’s ethics and values; align the interests of the Company’s executives with those of our long-term shareholders and other stakeholders; emphasize performance-based compensation over fixed compensation; incentivize long-term results more heavily than the achievement of short-term results; and provide market-competitive compensation opportunities designed to attract and retain highly qualified executives.
In recognition of the preference of shareholders expressed at Cigna’s 2017The Cigna Group 2023 annual meeting of shareholders, the Board has helddetermined to continue to hold “say-on-pay” advisory votes on an annual basis. The next vote on the frequency of “say-on-pay” advisory votes will be held at the 20232029 annual meeting of shareholders. Consistent with this practice and SEC rules, we are asking you to approve the following resolution:
RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2022
RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2024 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.
This advisory vote is intended to address our overall compensation policies and practices related to the named executive officers, rather than any specific element of compensation. In considering your vote, we encourage you to review the Proxy Statement Summary, the Compensation Discussion and Analysis, and the Executive Compensation Tables and related narrative disclosures appearing below. 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 Company’s
executive compensation.

56
40   Cigna 20222024 Notice of Annual Meeting of Shareholders and Proxy Statement
| The Cigna Group



TABLE OF CONTENTS

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 2021,2023, which include our Chief Executive Officer,CEO, Chief Financial Officer, and the three other most highly-compensated executive officers as of the end of 2021, and one additional executive officer who retired from Cigna during 2021.2023.
The People Resources Committee (the Committee) oversees the Company’s executive compensation policies and programs and, with input from the Chief Executive Officer,CEO, makes all compensation decisions for our executive officers, with the exception of our CEO, for whom the independent members of the Board make compensation decisions based on Committee recommendations.
Compensation information is described throughout this CD&A and the Executive Compensation Tables for the following executive officers:
Name
NAME
TITLE
Title
David M. Cordani
Chairman and Chief Executive Officer
Brian C. Evanko(1)
Executive Vice President, and Chief Financial Officer,
Nicole S. Jones
Executive Vice President The Cigna Group, and General Counsel
Eric P. Palmer(2)
President and Chief Executive Officer, Evernorth
Cigna Healthcare
Noelle K. Eder
Timothy C. Wentworth(3)
Former Chief Executive Officer, Evernorth
Matthew G. Manders(4)
Former President, Government & Solutions
 (1)
Mr. Evanko assumed the role of Executive Vice President, Global Chief Information Officer
Nicole S. JonesExecutive Vice President, Chief Administrative Officer, and Chief Financial Officer, effective January 1, 2021.General Counsel
 (2)
Eric P. Palmer(1)
Mr. Palmer assumed the role ofExecutive Vice President, Enterprise Strategy, The Cigna Group, and Chief Operating Officer, Evernorth, on January 1, 2021 and served in that capacity through December 31, 2021. He assumed his new role, President and Chief Executive Officer, Evernorth effective January 1, 2022.Health Services

(1)Effective February 5, 2024, Mr. Evanko assumed the role of President and Chief Executive Officer, Cigna Healthcare, in addition to his role as Executive Vice President and Chief Financial Officer, The Cigna Group, and Mr. Palmer assumed the role of Executive Vice President, Enterprise Strategy, The Cigna Group, in addition to his role as President and Chief Executive Officer, Evernorth Health Services.

 (3)
This CD&A is organized as follows:Mr. Wentworth transitioned to a non-executive officer role effective January 1, 2022.
 (4)
Mr. Manders retired from the Company on December 17, 2021.
This CD&A is organized as follows:
Executive Summary provides an overview of our compensation philosophy, our pay-for-performance alignment, and our compensation governance and controls.
Pages 42Page4458
Processes and Procedures for Determining Executive Compensationprovides an overview of the Committee’s role in executive compensation, the process for determining executive officer compensation, and the independent compensation consultant’s role.
Pages 45Page4661
Executive Compensation Policies and Practicesdescribes our compensation objectives and practices, as well as how we set target total direct compensation.
Pages 47Page4962
Elements of Compensationdescribes each form of compensation we pay and how our executive compensation program is tied strongly to performance.
Pages 50Page6166
Employment Arrangements and Post-Termination Paymentssummarizes any employment agreements, our severance, and other post-termination arrangements, as well as our change of control arrangements.
Pages 61Page6480
Other Practicesdescribes our stock ownership guidelines, our clawback policy, our hedging and pledging restrictions, and risk oversight.
Pages 65Page6783


The Cigna 2022 Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement41
57



TABLE OF CONTENTS

COMPENSATION MATTERS
EXECUTIVE SUMMARYExecutive Summary
We believe that aligning executive compensation to the achievement of enterprise goals that support our business strategy and drive our innovation will result in the creation of meaningful and sustained long-term value for our shareholders and other stakeholders.
The primary principles underlying our compensation philosophy are that our compensation program should:
Incentivize Performance
Incentivize
Performance
Align
Interests
Emphasize Performance-Based Pay
Emphasize
At-Risk Pay
Focus on
on Long-Term
Pay
Competitively
Motivate superior
enterprise results while minimizing risk and remaining
committed to
our ethics and values
Align interests of
executives with those of our long-term
shareholders and other stakeholders
Emphasize performance-based
compensation over
fixed compensation
Incentivize long-term
results more
heavily than
short-term results
Provide market-
competitive
market-competitive compensation
opportunities to attract and retain
highly qualified executives
2021
2023 Performance and Accomplishments
In 2021,2023, The Cigna Group delivered on our overall financial goals for fiscal year 2021,commitments and advanced our strategic goals and helped those we serve and the broader society navigate the COVID-19 pandemic.(1)goals.
Adjusted Income
Revenues
(1)
from Operations
Adjusted Income from
Operations,
Operations, per share(1)
Adjusted
Returned to Shareholders
Revenues(share repurchases and dividends)
$195.3 billion
$7.0 billion
25.09
$20.47 per share
$174.13.7 billion
Information about our many other accomplishments in 2021,2023, including our initiatives to advance better health for all and execute our growth strategy, to make health care more affordable, predictable, and simple; to advance our work to create a healthier, more sustainable, and inclusive world; and to continue our role as a leader in helping people and businesses navigate the COVID-19 pandemic are described in the Proxy Statement Summary.
(1)We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2023 for more complete financial information. Adjusted income from operations, adjusted income from operations per share, and adjusted revenues are financial measures used by the Company that are not determined in accordance with generally accepted accounting principles in the United States (GAAP). Additional information regarding these measures, including definitions and reconciliations to the most directly comparable GAAP measures, namely shareholders net income, shareholders net income, per share, and total revenues, respectively, can be found on Annex A.
Pay-for-Performance Alignment
Cigna’sThe Cigna Group’s compensation program emphasizes performance-based incentives which include awards underthrough two different programs: our Enterprise Incentive Plan (EIP) and annual equity-based long-term incentive (LTI) awards. The EIP, which is a cash-based annual bonus program designed to reward the achievement of annual goals.goals, and our long-term incentive (LTI) equity awards. LTI grants are comprised of:made annually and comprise: (1) strategic performance shares (SPSs), the payout of which is based upon achievement of absolute and relative performance goals over a three-year performance period; (2) stock options, which have realizable value only if our stock price appreciates following the grant date; and (3) restricted stock, the value of which remains aligned with the trading price of Cigna’sThe Cigna Group stock. In furtherance of our efforts to align executive compensation with shareholder interests by linking more compensation to underlying performance, the Board again weighted the SPS proportion of Mr. Cordani’s LTI award for 2023 at 60% of the total LTI award. In determining both EIP awards and LTI grants, the Committee, and the independent members of the Board with respect to Mr. Cordani, considers several factors, including achievement of enterprise goals and individual contribution.
Emphasis on Performance-Based Incentives
For 2021,2023, performance-based incentives represented approximately 92%93% of Mr. Cordani’s total direct compensation, including 78%77% in LTI and 14%16% in EIP awards. On average, performance-based incentives represented 86% of total direct compensation for our other non-retiring NEOs, including an average of 68%66% in LTI and 18%20% in EIP incentive awards.

58
42   Cigna 20222024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group


COMPENSATION MATTERS
CEO
Total Direct Pay Mix
Other NEO Average
Total Direct Pay Mix
CEO_PayMix.jpg
NEO_PayMix.jpg

TABLE OF CONTENTS

£
COMPENSATION MATTERS
Base salary
¢Stock options
¢
Annual Incentive
¢Restricted stock
¢
SPS award
¢Performance-based
*Totals may not add to 100% due to rounding
2021 EIP Payouts in Line with Company Performance
Payouts under the 2021 EIP rewarded NEOs for 2021 results, reflecting pay-for-performance alignment. EIP awards reward the achievement of annual enterprise results relative to pre-established goals, as well as individual performance, accomplishments and contributions.
MEASURE
WEIGHTING
RESULT
AWARD
Adjusted income from operations(1)
50%
$7.0 billion, reflecting 4.2% growth over 2020 performance (exclusive of 2020 contributions from the divested Group, Disability and Life business), which was within target range
Individual payouts ranged from 90% to 125% of target for each NEO
60% of the CEO’s 2023 Long-Term Incentive award was granted as Strategic Performance Shares, strengthening alignment with shareholder interests.
Adjusted revenues(1)
20%
$174.1 billion, reflecting 12% growth over 2020 performance (exclusive of 2020 contributions from the divested Group, Disability and Life business), which was above target range
Strategic priorities
30%
​Performance in target range, reflecting:
Continued leadership in response to COVID-19
Advancement of affordability initiatives
Stable customer net promoter score
Favorable client retention rates across most businesses
Increased representation of women and ethnic minorities in the leadership pipeline
Improvement in diversity, equity and inclusion employee engagement results
Significant increase in the number of equity actions and social determinants of health screenings
Partially offset by elevated medical and pharmacy trend stemming from the pandemic
2019–2021 Strategic Performance Share Program Payout AlignedEnhancements to 2024 Enterprise Incentive Plan Design
Historically, the EIP had been designed to provide the Committee with Shareholder Outcomes
Long-term performancethe ability to exercise some discretion in determining EIP funding and the Committee believes that limited discretion can be an important tool. In practice however, the discretion was rewarded throughrarely exercised by the payoutCommittee. In response to feedback provided by certain of our 2019–2021 SPSs. Our TSR overshareholders, the three-yearCommittee has formalized its historical practices. Beginning with the 2024 EIP, the Committee has: (1) discontinued the use of funding ranges in determining payouts for each performance period, which accountsmeasure in favor of a formulaic approach; and (2) limited the amount of discretion that may be used in determining EIP pool funding to no more than 10% from formulaically calculated results. Further, we have expanded our disclosure to include additional relevant details and information regarding: (1) the performance goals, results, and payout percentage for 50% of the SPS payout, was 7.2%, placing Cigna at the 11th percentile relative to the peer group. While our cumulative adjusted income from operations per share, grew to $55.97 over the performance period,and adjusted revenues measures; (2) the payout ofpercentage for our strategic priorities measure; and (3) the 2019-2021 SPSs was negatively impacted by TSR performance, resulting in payouts substantially below target and reflecting the program’s strong pay-for-performance alignment.overall EIP funding percentage. This enhanced disclosure can be found on pages 7071.
MEASURE
WEIGHTING
RESULT
AWARD
Adjusted income from operations, per share (cumulative)(1)
50%
$55.97 (101.6% of target)
2019–2021 SPSs were paid out at 51% of target
Relative total shareholder return (TSR)(2)
50%
11th percentile (0% of target)
 (1)
We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2021 for more complete financial information. Adjusted income from operations, adjusted income from operations, per share, and adjusted revenues are financial measures used by the Company that are not determined in accordance with generally accepted accounting principles in the United States (GAAP). The Committee may make adjustments to the actual levels of achievement under each performance measure to: (1) exclude the impact of any unusual or extraordinary results that do not reflect the on-going business operations and/or that are not the result of normal business risks; and (2) to avoid creating unintended incentives for management to make decisions solely on the basis of achieving incentive results. Additional information regarding these measures, including definitions and reconciliations to the most directly comparable GAAP measures, shareholders net income, shareholders net income, per share, and total revenues, respectively, can be found on Annex A.
 (2)
The peer group used to measure relative TSR is the 2019–2021 SPS performance peer group which, at the time of the 2019–2021 SPS payout, included: AmerisourceBergen Corporation, Anthem, Inc., Cardinal Health, Inc., Centene Corporation, CVS Health Corporation, Humana, Inc., McKesson Corporation, UnitedHealth Group Incorporated and Walgreens Boots Alliance, Inc.


The Cigna 2022 Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement43
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TABLE OF CONTENTS

COMPENSATION MATTERS
2021 Long-Term Incentive Awards Consistent with Compensation Philosophy
In February 2021, the Committee (and, for Mr. Cordani, the independent members of the Board, upon the recommendation of the Committee) approved the annual LTI award for each NEO, 50% of which was awarded in an SPS award with a 2021–2023 performance period, 25% of which was awarded in stock options and 25% of which was awarded in shares of restricted stock. The exercise price of the stock options awarded was $213.80, which means our stock must trade above that price for NEOs to realize value from these awards. In determining the actual amount of each NEO’s annual LTI award, the Committee, and the independent members of the Board with respect to Mr. Cordani, evaluated individual contributions as well as other factors as described in “Elements of Compensation – Long-Term Incentives.”
Strong Compensation Governance and Controls

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What
We
Do

WHAT WE DOcheckmark_actionblue.gif
Strong alignment between pay and performance, with performance measures designed to align the interests of executives with those of our long-term shareholders and other stakeholders.
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The vast majority of executive compensation is performance-basedperformance based and tied to financial results, total shareholder return, or both. NonfinancialAdditional performance measures include consideration of performance against certain environmental, social and governance (ESG)ESG metrics as well as other strategic metrics.
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60% of our CEO’s 2023 LTI award was comprised of strategic performance shares with a three-year performance period.
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A disgorgement of awards (clawback) policy that complies with the requirements of the Dodd-Frank Act, Rule 10D-1 of the Exchange Act, and NYSE Rule 303A.14.
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Clawback provisions in equity award grant agreements that go beyond the requirements of the Dodd Frank Act and the NYSE rules, permitting the Company to recoup the value of such awards upon breaches of certain restrictive covenant obligations, including non-competition; willful misconduct; or failure to assist the Company in securing its intellectual property rights when requested to do so.
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“Double trigger” requirement for change of control benefits.
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Regular review of executive compensation governance market practices, particularly when considering the adoption of new practices or changes to existing programs or policies.
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Payouts on the relative TSR performance measure are capped at 100% if absolute TSR is negative for the three-year performance period for SPS awards granted after 2022.
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Robust stock ownership guidelines and shareholdingpost-vesting share retention requirements for equity awards to align executives’ interests with shareholders’.
those of our shareholders.
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A disgorgement of awards (clawback) policy beyond the mandates of Sarbanes-Oxley Act of 2002.
Management of LTIPlong-term incentive plan (LTIP) annual share usage (or burn rate) and total dilution through the Committee’s establishment of an annual share usage limit, which is below the maximum permitted under the plan.
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Committee oversight of people development policies and processes.
processes, including fair and equitable pay practices for our employees.
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CEO and executive officer succession plans overseen by the Board, with leadership from the Committee.
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Retention of an independent compensation consultant.
consultant, whose performance is assessed by the Committee annually.
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An annual assessment by the Committee of potential risks in our incentive compensation programs and policies.
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Minimum level of financial performance required in order for anyNo payments to be made under the annual incentive plan.
plan unless a minimum required level of financial performance is achieved.
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Incentive plans include absolute and relative performance measures.
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All long-term awards are denominated and settled in equity.
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Robust shareholder engagement.
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Approximately 92%93% of our CEO’s and 86%, on average, of our other non-retiring NEOs’ total direct compensation is performance-based.performance based.
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WHAT WE
DON’T DO
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Limited perquisites and no gross upsgross-ups on perquisites.
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No payment of excise tax gross ups and no promises of excise tax gross ups as part of our regular executive compensation program.
gross-ups.
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No redundancy between short- and long-term incentive plan performance measures.
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No hedging or pledging of The Cigna Group 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.
employees.
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No discounting, reloading, or repricing of stock options without shareholder approval.
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No payment of dividends on restricted stock prior to vesting. Unvested SPS awards do not accrue dividends or count towards share ownership guidelines.
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PROCESSES AND PROCEDURES FOR DETERMINING EXECUTIVE COMPENSATIONProcesses and Procedures for Determining Executive Compensation
People Resources Committee Oversight of Executive Compensation
The Committee is composedcomprised entirely of independent directors. Pursuant to its charter, the Committee provides oversight of the Company’s compensation and benefit plans and policies that apply to executive officers. The Committee regularly reviews Cigna’sThe Cigna Group’s compensation programs against the Company’s strategic goals, industry practices, and emerging trends to assess the linkage between executive pay and performance and alignment with the interests of our shareholders and other stakeholders. To ensure independent oversight of executive compensation matters, at each of its regularly scheduled meetings, the Committee members meet without Cignamembers of management present.
Process for Executive Compensation Decisions
Shareholder Support of Our Executive Compensation Program
The Committee and the Board consider the results of the annual shareholder executive compensation “say-on-pay” vote in determining the ongoing design and administration of the Company’s executive compensation programs. The Committee also considers feedback on our executive compensation program received as part of our ongoing communications with shareholders, which engagement in 2021 again included discussions with governance professionals representing our shareholders. Additional informationInformation regarding our 20212023 engagement is included in “Governance“Corporate Governance Matters – Responsibilities of the Board – Shareholder Engagement.Engagement for Corporate Governance.” Approximately 92%88% of votes cast at our 20212023 annual meeting of shareholders were in favor of the advisory vote on executive compensation, reflecting continued strong support for our executive compensation programs and practices.
When determining NEO compensation, the Chief ExecutiveHuman Resources Officer Compensation
The Chief Human Resources Officer (CHRO) presents benchmarking on CEO compensation targets to the Committee.
The Committee recommends compensation targets to the independent members of the Board for approval.
The Committee and the independent members 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 independent members of the Board consider the Committee’s recommendations as they review and determine CEO compensation.
The Lead Independent Director reviews the results of the performance evaluation with the CEO and communicates compensation decisions.
(CHRO) along with either the independent compensation consultant, in the case of Mr. Cordani, or the CEO, in the case of other NEOs, presents benchmarking data and recommendations based on performance and enterprise goals to the Committee. For Mr. Cordani, the Committee makes compensation recommendations to the independent members of the Board for approval. For other NEOs, the Committee reviews and determines compensation. Mr. Cordani is not present when the Committee and the independent members of the Board consider his compensation. At the request of the Committee, the CHRO and the independent compensation consultant may attend Committee sessions that consider CEO compensation.
Other NEO Compensation
The CEO and CHRO present recommendations for other NEOs’ compensation targets for Committee consideration and approval.
The CEO discusses individual officer performance and enterprise goals with the Committee.
The CEO presents his recommendations to the Committee on NEO compensation.
The Committee considers the CEO’s recommendations as they review and determine NEO compensation.
The CHRO is generally present for the discussion of compensation for all executive officers other than her own.
In connection with the combination with Express Scripts, the Company entered into a retention agreement with Mr. Wentworth, who, prior to the combination, was the President and CEO of Express Scripts. Under his arrangement with Express Scripts, Mr. Wentworth was entitled to terminate employment for good reason on the closing of the merger and receive his severance and the vesting of his equity awards. Based on an independent evaluation and analysis of his then-existing arrangement, it was determined that Mr. Wentworth could have been in a better financial position if he terminated employment with Express Scripts at the merger closing than if he did not terminate. Mr. Wentworth was viewed as crucial

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to the integration of the two companies as well as our ability to achieve the goals of the combination. Recognizing his unique skill set and qualifications, following signing of the merger agreement in March 2018, we structured Mr. Wentworth’s arrangement in a way that would induce him to join Cigna’s leadership team, retain and incentivize him and reduce the financial risk that he would assume by not terminating employment for good reason, as he would have been entitled to do. The Committee believed Mr. Wentworth’s compensation and the terms of his retention agreement were appropriate due to his experience as the CEO of Express Scripts, his highly relevant skill set and the Company’s unique needs in connection with the combination.
The terms of his arrangement did not represent a change in Cigna’s executive compensation philosophy or programs. Rather, his arrangement, which provided for a retention period through December 2021, reflected the very unique nature of the situation – the need to induce an experienced senior leader with a valuable skill set to join Cigna’s leadership team in the face of financial incentives to walk away, to retain him during a key integration period and to incentivize performance necessary to achieve the goals of a combination that was viewed as meaningfully accelerating Cigna’s strategy for the benefit of our shareholders. We have not paid any excise tax gross up to Mr. Wentworth, do not anticipate doing so and do not include excise tax gross ups as part of our regular executive compensation program. For additional information, see “Employment Arrangements and Post-Termination Payments – Retention Arrangements.”officers.
Compensation Consultant Role in Executive Compensation
While the Committee or the independent members of the Board ultimately make all executive compensation decisions, the Committee may engage the services of outside advisors for assistance. The Committee utilized Pay Governance as its compensation consultant in 20212023 to provide independent, objective analysis, advice, and information and to generally assist the Committee in the performance of its duties. The Committee may, as appropriate, request information and recommendations from the compensation consultant to help structure and evaluate Cigna’sThe Cigna Group compensation programs, practices, and plans. As part of its engagement, at the direction of the Committee, the compensation consultant will work with the Committee chair, the CHRO, and Cigna’sThe Cigna Group compensation department in their work on the Committee’s behalf, including providing the following analyses:
relativeRelative compensation levels and pay practices to assess the alignment between three- and five-year realizable pay and Cigna’sThe Cigna Group performance and compensation philosophy;philosophy.
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Competitive market data to the current compensation levels offor each executive officer to assist in setting targets, and provided market data to assist the Committee in its determination of compensation for executive officers that have assumed new roles;targets.
marketMarket research on incentive plans to assist in the design of short- and long-term incentive compensation plans;plans.
reviewReview of incentive measures in the 2021 EIP and 2021–2023 SPS program to provide the Committee with objective reference points to consider when determining target goals; andgoals.
annualAnnual share use, burn rate, and total dilution and overhang of Cigna’sThe Cigna Group’s equity programs to provide the Committee with context for its determination of the maximum share limit for use in 2021.limit.
At the request of the Committee, a representative of Pay Governance regularly attends the Committee’s meetings and meets with the Committee without members of management present, further enabling robust discussion.
The Committee’s policy requires that the compensation consultant be independent of the Company. Independence under the policy requires that 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 Committee’s chair; and (3) is otherwise free from conflicts. The Committee has assessed Pay Governance’s independence pursuant to Cigna’sthe policy of The Cigna Group, and NYSE rules, including considering whether Pay Governance had any relationships with the Company, our executive officers, or our Committee members that would impair its independence, and concluded that Pay Governance is free from conflicts of interest and is independent. In addition, each year the Committee receives a letter from its compensation consultant providing appropriate assurances and confirmation of independence.independence from its compensation consultant.
The Committee regularly reviews and evaluates its compensation consultant engagement and annually reviews the compensation consultant’s performance.
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EXECUTIVE COMPENSATION POLICIES AND PRACTICESExecutive Compensation Policies and Practices
Compensation Objectives and Practices
Cigna’sThe Cigna Group executive compensation program is based on the philosophy that executive pay should strongly align with the interests of our shareholders and other stakeholders, 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 while delivering on our mission and promises for our customers and clients.
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, which includes market data for our peers as well as broad-based general industry data from companies of similar size and scope;scope.
An annual realizable pay-for-performance assessment of the degree of alignment between Company results and executive compensation;compensation.
An annual analysis of each executive officer’s contributions to the achievement of the Company’s short- and long-term performance goals;goals.
An annual incentive plan aligned to the Company’s annual financial and other strategic goals;goals.
An equity-based incentive plan (the Cigna Long-Term Incentive Plan or LTIP)(LTIP) that aligns compensation with long-term shareholder value creation;creation.
The retention of an independent compensation consultant to assist the Committee in its design and implementation of the Company’s executive compensation programs; andprograms.
Ongoing monitoring of compensation and governance best practices and investors’ views on compensation and the modification ofadjusting our compensation programsprogram as appropriate to align with good governance standards.in light of changes in those best practices.
For information on the oversight of the executive compensation program, see “Processes and Procedures for Determining Executive Compensation” in this CD&A.
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Compensation Data
The Committee establishes compensation levels based on a variety of factors, including an analysis of relevant published market compensation data of the Company’s compensation peer group and a general industry peer group.
Peer Groups
The Committee utilizes three peer groups:
Compensation Peer Group
Used in setting target compensation
levels, comprised of companies from which we compete for talent
General Industry Peer Group
Used as an additional reference in setting target compensation to provide a broader perspective on market practices, particularly for those executive officers with job functions that could apply to a variety of industries, in recognition of the fact that The Cigna Group often competes for talent with companies beyond its compensation peer group
SPS PerformanceTSR Peer Group
Used to assess relative TSR performance within the SPS program
program; comprised of peer companies against which we measure our performance and compete for capital
The Committee periodically reviews the composition of its peer groups and requests that its independent compensation consultant offer suggested modifications for evaluating future executive pay decisions. For 2022, the Committee approved changes to the peer groups as discussed below.
2021 Compensation Peer Group and SPS Performance Peer Group. The compensation peer group used for evaluating 2021 compensation comprises companies primarily in the managed care/health care, distribution sectors, with the individual peer companies generally having revenues from approximately 0.33 to 2.0 times that of Cigna’s and market capitalizations of approximately 0.25 to 4.0 times that of the Company’s market capitalization. The companies in the compensation peer group are listed in the table below, which was the same compensation peer group that was used to evaluate 2020 compensation decisions.

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COMPENSATION PEER GROUP FOR 2021
AmerisourceBergen Corporation
Humana, Inc.
Anthem, Inc.
McKesson Corporation
Cardinal Health, Inc.
UnitedHealth Group Incorporated
Centene Corporation
Walgreens Boots Alliance, Inc.
CVS Health Corporation
Beginning with the 2019–2021 performance period, the companies in the compensation peer group were also the companies in the SPS performance peer group. At that time, the Committee concluded that these companies are most similar to the Company in both business operations and scope following the combination with Express Scripts.
2021 General Industry Peer Group. The general industry peer group was determined by screening publicly traded, U.S.-based companies within certain relevant industry classifications, including insurance, banking and financial services, health care 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 greater than $20 billion with market capitalization generally within the range of approximately 0.4 to 4.0 times that of Cigna’s market capitalization. The screening process resulted in a group of 36 companies, which are listed on Annex B.
Peer Group Changes for 2022.
In 2021, the Committee, with the assistance of its independent compensation consultant, reviewed the Company’s peer groups. The Committee recognized that the Company’s strategy has evolved since the combination with Express Scripts, as has the landscape of companies with which the Company competes for talent and capital. As a result, the Committee reassessed and developed new peer groups with a larger number of companies to provide more robust market data to evaluate compensation decisions and relative TSR performance.
Compensation Peer Group. The new compensation peer group, which we believe provides a more fulsome representation of the talent markets that are relevant to Cigna, comprises companies primarily in the managed healthcare, pharmacy benefit management, consumer/retail distribution, multi-line financial services/insurance, and national distribution/logistics and regulated customer services industries, with the individual peer companies generally having revenues greater than $50 billion to 2.5 times that of Cigna’sThe Cigna Group and market capitalizations of approximately 0.33 to 3.0 times that of the Company’s market capitalization. The new2023 compensation peer group consists of the companies listed in the table below.
COMPENSATION PEER GROUP FOR 2022
Compensation Peer Group for 2023
AT&T Inc.
AmerisourceBergenFedEx Corporation
McKessonSysco Corporation
Anthem, Inc.
MetLife, Inc.
AT&T Inc.
Prudential Financial, Inc.
Cardinal Health, Inc.
HCA Healthcare, Inc.
SyscoTarget Corporation
Cencora, Inc. (f/k/a AmerisourceBergen Corporation)
Centene Corporation
Humana Inc.
Target Corporation
T-Mobile US, Inc.
Centene Corporation
Citigroup Inc.
The Kroger Co.
UnitedHealth Group Incorporated
Citigroup Inc.
Costco Wholesale Corporation
Lowe’s Companies, Inc.
T-Mobile US, Inc.
CVS Health Corporation
United Parcel Service, Inc.
Costco Wholesale Corporation
FedExMcKesson Corporation
UnitedHealth Group Incorporated
HCA Healthcare, Inc.
Verizon Communications Inc.
CVS Health Corporation
HumanaMetLife, Inc.
Walgreens Boots Alliance, Inc.
Elevance Health, Inc. (f/k/a Anthem, Inc.)
Lowe’s Companies,Prudential Financial, Inc.
Wells Fargo & Company
General Industry Peer Group.In light of the expanded compensation peer group and diversification of industries represented in the compensation peer group, the The Committee approved the use ofuses the S&P 150 as the general industry peer group, reflectingwhich reflects a broader representation of the market for talent.


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TSR Peer Group.
SPS Performance Peer Group.periods beginning in and after 2022. The Committee approved a refreshed SPS PerformanceTSR Peer Group, beginning with the 2022-2024 performance period, to reflect the expanding and evolving nature of the Company’s business strategy and the companies against which we measure our performance and compete for capital. The new SPS PerformanceTSR Peer Group consists of the companies listed in the table below, which currently comprisecomprised the S&P 500 HealthcareHealth Care Providers and Services Index.Index at the time the 2023-2025 SPSs were awarded.
SPS PERFORMANCE PEER GROUP
2023 TSR Peer Group
AmerisourceBergen Corporation
Henry Schein, Inc.
Anthem, Inc.
Humana, Inc.
Cardinal Health, Inc.
Humana, Inc.
Cencora, Inc. (f/k/a AmerisourceBergen Corporation)
Laboratory Corporation of America Holdings
Centene Corporation
McKesson Corporation
CVS Health Corporation
Molina Healthcare, Inc.
DaVita Inc.
Quest Diagnostics Incorporated
Elevance Health, Inc. (f/k/a Anthem, Inc.)
DaVita Inc.
UnitedHealth Group Incorporated
HCA Healthcare, Inc.
Universal Health Services, Inc.
Henry Schein, Inc.
Performance periods beginning prior to 2022. For SPS programs with performance periods beginning prior to 2022, our TSR peer group included the companies listed in the table below.
TSR Peer Group for Periods Beginning Prior to 2022
Cardinal Health, Inc.Humana, Inc.
Cencora, Inc. (f/k/a AmerisourceBergen Corporation)McKesson Corporation
Centene CorporationUnitedHealth Group Incorporated
CVS Health CorporationWalgreens Boots Alliance, Inc.
Elevance Health, Inc. (f/k/a Anthem, Inc.)
2024 Peer Group. In 2023, the Committee, with the assistance of its independent compensation consultant, reviewed the Company’s peer groups. The Committee did not make changes to the 2023 peer groups and will use the same peer groups for 2024.
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 Cigna’sthe Company’s compensation philosophy and performance but are not a determining factor when making executive compensation decisions.
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Target Total Direct Compensation Positioning
The Committee’s decisions regarding target total direct compensation and target pay mix are consistent with its principles that: (1) performance-based incentives 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 annual LTI target. The Committee (and the independent members of the Board with respect to Mr. Cordani) approves each of these amounts for the NEOs on an annual basis, generally seeking to target an executive officer’s total direct compensation in a “competitive range” around the 50th50th percentile of the relevant market data. When setting target total direct compensation, the Committee evaluates survey data and other public information, such as proxy data, available for both the compensation peer group and the general industry peer group.
While the Committee targets total direct compensation in the median competitive range, there may be variation in the target pay mix such that target amounts for individual compensation elements may modestly be above or below the competitive range for an individual pay element. In addition to evaluating market data when determining target pay mix and target total direct compensation, the Committee also considers internal pay equity among the NEOs where appropriate. Target total direct compensation for a NEO also may vary outside of the competitive range of the 50th50th percentile of the market data due to factors such as performance, tenure in role, range of data available, negotiated arrangements, (for example, in connection with the combination with Express Scripts), and market and economic conditions. In general, compensation levels for executive officers who are newer to their positions tend to be at the lower end of the competitive range or below median, while seasoned executive officers with strong performance are typically positioned at the higher end of the competitive range established by the Committee.
As part of thisits review for 20212023 compensation in January and February 2023, the Committee approved adjustments to the base salarysalaries for Mr. Evanko, Ms. Eder, and 2021Ms. Jones and to the 2023 EIP and LTI targets for Mr. Evanko, Ms. Eder, and Mr. Palmer, and Mr. Mandersin each case to ensure that their respective compensation reflected the increased scope of the responsibilities of their new rolesrole as well as to position their compensation within a competitive range of the market median for such roles. AlsoIn September 2023, as partpreviously disclosed, Ms. Eder’s and Ms. Jones’ responsibilities were expanded to include operations and human resources, respectively. In connection with the expansion of this review,their roles, as well as to position Ms. Eder’s and Ms. Jones’ compensation within a competitive range of the market for such roles, as previously disclosed, the Committee and the independent members of the Board with respect to Mr. Cordani, approved further adjustments to the 2021 LTI targets for Mr. Cordani and the 2021their respective base salary, 2023 EIP, and 2024 LTI targets for Ms. Jones to ensure their target total direct compensation remained competitive.
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. Mr. Wentworth’s retention arrangement resulted in compensation that is above the competitive range.targets. Target total direct compensation for our other NEOs as a group resulted in a target compensation opportunity in the aggregate within the competitive range established by the Committee of both our compensation and general industry peer groups for 2021. For background information about Mr. Wentworth’s retention arrangement, see “Employment Arrangements and Post-Termination Payments – Retention Arrangements.”2023.



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ELEMENTS OF COMPENSATIONElements of Compensation
Cigna’s 2021The 2023 executive compensation program of The Cigna Group consisted of the following elements:
Element
ELEMENT
PURPOSE
Purpose
Base Salary
Base salary
Fixed compensation, designed to attract and retain key talent, reflective of the individual’s roles and responsibilities, individual performance, and market data.
Enterprise Incentive
Plan (EIP)
Performance-based cash incentive designed to reward enterprise performance relative to pre-established annual goals and individual performance, accomplishments, and contributions.
Strategic Performance Shares (SPS)
Performance-based equity incentive designed to reward achievement of a pre-determinedpredetermined financial goal and relative TSR over a three-year performance period, with vesting at the end of the performance period.
Long-Term
Incentives (LTI)
Stock Options
Performance-based equity incentive aligned with stock price appreciation, with ratable vesting over three years.
Restricted Stock
Performance-based equity incentive designed to promote strong retention and alignment with shareholders’ interests, with ratable vesting over three years.
Retirement and Deferred Compensation
Savings-based component aligned to competitive market practice; includes 401(k) plans and voluntary non-qualified deferred compensation programs. Any accrued benefits from prior defined benefit pension plans are now frozen.
Limited Perquisites and Other Benefits
Limited perquisites designed to attract and retain key talent or to provide for the safety and security of executive officers.
Base Salary

Base salaries, reflective of
executive’s roles and
responsibilities and competitively
benchmarked, represent only
8% of CEO pay and 14%, on
average, of the other non-retiring
NEOs’ pay, with performance-based
incentives driving the balance
of each executive’s total pay.

Base salary is the only fixed portion of a NEO’s target total direct compensation and, consistent with the Committee’s philosophy that executive pay should strongly align with the interests of our shareholders, represents a small portion of target total direct compensation.
Base salary levels are set with reference to both competitive market data and individual experience and performance. Base salaries are reviewed annually and may be adjusted as a result of updated information for our compensation and general industry peer groups and an assessment of an executive’s role and performance contributions, including the executive’s demonstration of Cigna’sThe Cigna Group’s core values and the achievement of the expectations associated with the executive’s role.
The table below shows 20212023 annual base salaries for each of the NEOs, reflective of the Committee’s, and with respect to Mr. Cordani’s, the independent members of the Board’s, review of target total direct compensation positioning as further discussed above.
Base salaries, reflective of executives’ roles and responsibilities and competitively benchmarked, represent only 7% of CEO pay and 14%, on average, of other NEOs’ pay, with performance-based incentives driving the balance of each executive’s total pay.NEO
NEO
2021 ANNUAL
BASE SALARY2023 Annual Base Salary ($)1
David M. Cordani
1,500,000
Brian C. Evanko
   800,000
950,000
Noelle K. Eder
850,000
Nicole S. Jones
  750,000
850,000
Eric P. Palmer
  950,000
Timothy C. Wentworth
 1,500,000
Matthew G. Manders
1,000,000
(1)As adjusted in September 2023 for Ms. Eder and Ms. Jones.
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The Enterprise Incentive Plan rewards executives for performance relative to measurable financial and strategic goals that are aligned with, and drive execution of, the Company’s business strategy.
Annual Incentives

No annual incentive awards
are payable to executive officers
unless the Company
achieves a pre-defined
minimum level of adjusted
income from operations.

Enterprise Incentive Plan (EIP) Overview
Annual incentives are paid under the EIP. The EIP is designed to reward executives for the achievement of short-term, or annual, performance goals. On an annual basis, the Committee approves:
EIP performance measures and goals, which are designed to align with, and drive the execution of, the Company’s business strategy – and ultimately the results and value we deliver to those we serve: clients, customers, patients, and shareholders;shareholders.
Individual EIP award targets for the NEOs, except for Mr. Cordani’s target, which is approved by the independent members of the Board upon the recommendation of the Committee;Committee.
Aggregate funding levels for actual EIP awards based on Company achievement of pre-determinedpredetermined performance goals; andgoals.
Actual individual EIP awards for the NEOs, except for Mr. Cordani’s award, which is approved by the independent members of the Board upon the recommendation of the Committee.
Subject to certain limits described below, actual annual incentive paymentsawards can range from 0% to 200% of the individual’s EIP target, allowing the Committee to differentiate awards based on an individual’s contributions and how those contributions impacted the attainment of enterprise goals.
EIP Performance Measures and Goals
Each year, the Committee sets enterprise performance measures, weightings, and goals for annual incentive awards based on Cigna’sthe Company’s business priorities and annual operating plan. The operating plan aligns with our strategy,strategy; long-term commitment to our customers, clients, communities, and shareholdersshareholders; and expected performance in the industry. The Committee utilizes its independent compensation consultant to evaluate the appropriateness of the measures and weightings and the degree of
challenge in the EIP performance goals. The performance measures are designed to align with, and drive execution of, the Company’s business strategy. For 2021,2023, performance measures included adjusted income from operations (weighted 50%), adjusted revenues (weighted 20%25%), and strategic priorities (weighted 30%25%)., which includes critical initiatives to drive sustained attractive performance, measured by quantitative metrics. This balance of measures is consistent with the short-term incentive practices of many of our peers and enables the Committee to reward achievement of strategic goals,financial performance, while also incentivizing financial performance.the achievement of other strategic goals. More detailed information on these measures is included in the 20212023 Performance Measures, Goals and Actual Results table.Table.
In setting the target performance goals for each measure, the Committee considered Cigna’sthe Company’s publicly disclosed revenues and earnings estimates, its strategic priorities and anticipated investments, competitor results and outlook, analyst commentary, the Company’s then-current expectations for the industry, the economic environment, and the ongoing impacts of the COVID-19 pandemic. The Committee considered various market forces impacting the Company and related uncertainties, including COVID-19 and the expectation that the industry would continue to face significant disruption in 2021.uncertainties. The Committee believed that target performance represented competitively attractive goals that would be challenging to achieve in light of the circumstances the Company expected to face in 2021,2023, without encouraging excessive risk-taking.
For the adjusted income from operations and adjusted revenues measures, the Committee specifies certain below target, target and above target levels of performance.performance, as well as minimum performance levels required to receive any incentive payouts and maximum performance levels above which no additional incentives will be paid. To aid the Committee in setting the financial performance targets, and to assess the reasonableness and rigor of those targets, the Committee directed its compensation consultant to evaluate Cigna’sthe Company’s historic relationship between pay and performance in comparison with Cigna’sits compensation peer group. The compensation consultant also reviewed performance goals determined by the Committee in the context of historic performance and analyst expectations of future performance for The Cigna Group and Cigna’s SPS performanceits TSR peer group.

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The strategic priorities measure emphasizescategory is designed to advance the importanceinterests of our shareholders and other stakeholders and position us for long-term growth by incentivizing and recognizing progress in areas beyond financial results that support our mission, values, and business strategy, are designed to position us for long-term growth and advance the interests of our various stakeholders.strategy. For 2021,2023, the areas of focus for the strategic priorities measure included greatercategory included: (1) improving affordability for our customers and clients, customer experienceeffectiveness; (2) advancing ESG initiatives; and diversity, equity and inclusion.(3) increasing cross-enterprise leverage. In determining performance relative to the strategic priorities measure, the Committee considers year-over-year improvements, based upon quantitative data. For each area of focus, the Committee selected quantifiable data.
measures that: (1) are enterprise-wide and regularly reviewed by leadership to assess Company performance in key areas; (2) can be quantified and projected; and (3) assess the performance of the area of focus for the strategic priority.

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Executive Officer EIP Funding and Award Determination Process
The key considerations to funding the 20212023 EIP and determining individual award amounts are discussed below.
Achieve Earnings Minimum
Achieving Cigna’s profitability goals is critically important to the Company’s long-term success. The Committee establishesIf the Company does not meet a predefined minimum level of adjusted income from operations, that must be achieved for the year in order for any EIP award to be earned. If the Company does not meet that pre-defined minimum level, then no annual incentives are paid to executive officers.
Company Performance Drives Funding Level
If the Company achieves the minimum adjusted income from operations, the Committee may fund the EIP pool from 0% to 200% of the aggregate targets for all executive officers based upon whetherthe results of each performance measure isagainst pre-established targets, with threshold performance below target, at target, orwhich no incentives are earned, and maximum performance above target. The following table sets forth the ranges between which the EIP pool may be funded for each performance measure, in each case, assuming the earnings minimum has been achieved:no additional incentives are earned.
MEASURE
PERFORMANCE
FUNDING RANGE
FOR EACH MEASURE
Adjusted income
from operations
The Committee
reviews financial
results for the
completed fiscal year.
​Above target range

Within target range

Below target range
120% to 200%

80% to 120%

Less than 80%
Adjusted revenues
Strategic priorities
The Committee evaluates progress in key strategic categories year over year.
The Company’s actual performance relative to each measure determines whichis formulaically calculated to establish a preliminary funding range applies for purposes of that measure. The Committee determines at which point within that range the actual funding of the EIP pool will be set. In setting the actual funding percentage, the Committee considers Cigna’s performance as a whole (both in absolute terms and relative to competitors), as well as Cigna’s achievement of the goals within the performance measure.percentage. The EIP funding mechanism ensures that no awards are paid unless a minimum level of performance is achieved and that NEOs’ EIP awards reflect the Company’s performance. Historically, in setting the actual funding percentage, the Committee had the ability to consider factors such as the Company’s performance as a whole or achievement of goals within the performance category. In practice, this discretion was rarely exercised by the Committee and, beginning with the 2024 EIP, in determining the enterprise EIP pool funding, the Committee may not deviate more than 10% from the formulaically calculated results. The Committee believes this limited discretion is an important tool for the Committee, given situations that are not fully captured by the formulaic metrics.
Award Amounts Based on Individual Contributions to Company Performance
Once EIP funding has been determined, the Committee (and for Mr. Cordani, the independent members of the Board upon the recommendation of the Committee) considers each NEO’s individual contributions and how such contributions impacted the achievement of the EIP goals to determine individual award amounts. Actual awards can range from 0% to 200% of a NEO’s EIP target, allowing the Committee to differentiate payouts based on each individual’s contributions.
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COMPENSATION MATTERS
2023 Performance Measures, Goals, and Actual Results
The Committee considers the goalsperformance measures for the EIP program for the upcoming year at its October and December meetings and then considers and approves the actual performance targets for thosethe approved measures at its meetings in January and February. For 2021,2023, the Committee established the performance measures, weightings, and performance goal ranges below, which were used to determine the range of potential aggregate funding for EIP awards.
At its meetings in January and February 2022,2024, the Committee reviewed and approved the actual performance relative to goals for each EIP measure. In evaluating performance under the strategic priorities measure, the Committee considered performance against various factors. In evaluating the Company’s progress relative to greater affordability for customers and clients, the Committee considered our medical and pharmacy trend over the past two years, and our progress relative to effectiveness and efficiency goals. In evaluating the customer experience, the Committee considered our customer net
factors as set forth below.
Strategic Priority Areas of FocusRelevance to Business StrategyQuantitative MeasurementsRationale for Quantitative Measurements
Improving Affordability and EffectivenessThese priorities drive improvements to the unit cost levels and clinical outcomes by encouraging continuous innovation and efforts to improve affordability — providing greater value to our clients, improving health outcomes for our customers, and advancing our growth strategy.
52   Medical and pharmacy trend
Medical and pharmacy trend, which measures changes in average claims cost per member, year over year, is a good indicator of affordability for our clients.
Enterprise adjusted SG&A expense ratio
The enterprise adjusted SG&A expense ratio is a good indicator of effectiveness because it measures our selling, general, and administrative expenses, excluding special items, in relation to adjusted revenues on a consolidated basis.
Advancing ESG InitiativesAs a global health company, our mission is at the core of our ESG commitments and strategy. For 2023, our ESG focus areas included efforts relative to diversity, equity and inclusion and improvement of health equity.
Increased representation of women and ethnic minorities in leadership roles and succession plans
Voluntary turnover rates among women and ethnic minorities
In the absence of employee engagement survey data, the Committee selected these performance metrics for inclusion because: (1) they demonstrate our performance relative to our diversity, equity and inclusion commitments to our workforce; and (2) aspirational goals for these measures had been established at the beginning of the year and tracked internally throughout 2023.
Increased customer participation in social care delivery and diabetes management services
These measures assesses our progress in addressing health disparities in underserved populations.
Increasing Cross-Enterprise LeverageThis supports our continued growth by leveraging our scale and expertise across multiple business lines to deepen our relationships with, and create greater value for, our stakeholders.
Expansion of Evernorth Health Services revenue derived through programs offered by Evernorth Health Services to Cigna 2022 Healthcare clients
This measure assesses how well we extend the innovative health services of Evernorth Health Services to our Cigna Healthcare customers and clients to improve health and value.

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promoter score and client retention rates. In evaluatingThe following table sets forth the Company’s progressperformance relative to diversity, equitythe performance measures, the weighted performance measure funding percentage, and inclusion, the Committee considered employee survey responses related to diversity, equity and inclusion, progress on increasing representation of women and ethnic minorities in our leadership pipeline and progress relative to goals to address health disparities and social determinants of health.overall EIP calculated funding percentage.
MEASURE
ALIGNMENT WITH
BUSINESS STRATEGY
WEIGHTING
TARGET
PERFORMANCE GOALS
ACTUAL RESULT
Adjusted incomeIncome from operationsOperations
Reinforces the importance of sustained, profitable growth across the enterprise by rewarding financial performance that reflects the underlying results of operations of the Company’s businesses.
Weighting
Target Performance Goals(1)
50%
2.2% to 11.7% growth over 2022 performance(2)
Actual Result(3)
Performance
50%
Up to 9% growth
over 2020 performance
(exclusiveAchieved 98.6% of 2020
contributionstarget, with adjusted income from the
divested Group, Disability
and Life business)
$7.0operations of 7.45 billion, reflecting 4.2%6.6% growth over 20202022 performance, (exclusiveas adjusted to reflect the divestiture of 2020 contributions from the divested Group, Disability and Life business), which was within target rangecertain international businesses
Slightly unfavorable to target
Weighted Performance Measure Funding Percentage49.3%
Adjusted Revenues
Focuses on enterprise
growth encourages
business decisions that
optimize results for the
enterprise,and promotes
collaboration across
business units and drives
customer focusfocus.
Weighting
Target Performance Goals(1)
25%
20%
2.9%2.6% to 9.3%7.0% growth over 20202022 performance (exclusive of 2020 contributions from the divested Group, Disability and Life business)
Actual Result(3)
Performance
$174.1Achieved 139.1% of target, with adjusted revenues of $195.3 billion, reflecting 12%9.2% growth over 20202022 performance, (exclusiveas adjusted to reflect the divestiture of 2020 contributions from the divested Group, Disability and Life business), which was above target rangecertain international businesses
Favorable to target
Strategic Priorities
Emphasizes the importance of recognizing
progress in areas that
support our mission,
values and business
strategy, position us for
long-term growth and
advance the interests of
our various stakeholders
30%
The Committee evaluates progress in each of the following categories: (1) greater affordability for customers and clients; (2) customer experience; and (3) diversity, equity and inclusion.
​Performance in the target range, reflecting:
Weighted Performance Measure Funding Percentage
Continued leadership in response to COVID-19
Advancement of affordability initiatives
Stable customer net promoter score
Favorable client retention rates across most businesses
Increased representation of women and ethnic minorities in the leadership pipeline
Improvement in diversity, equity and inclusion employee engagement results
Significant increase in the number of equity actions and social determinants of health screenings
Partially offset by elevated medical and pharmacy trend stemming from the pandemic
34.8%

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Strategic Priorities
Advances the interests of our shareholders and other stakeholders by positioning us for long-term growth through the focus on progress in areas that support our mission, values, and business strategy.
COMPENSATION MATTERS
Weighting
25%
Improving Affordability and Effectiveness
Measures
Performance
Medical and pharmacy trendSomewhat unfavorable to target
Enterprise adjusted SG&A expense ratioAt target
Advancing ESG Initiatives
MeasuresPerformance
Representation of women and ethnic minorities in leadership roles and succession plansAt target
Voluntary turnover of women and ethnic minoritiesAt target
Customer enrollment in social care delivery serviceUnfavorable to target
Customer enrollment in diabetes management programSignificantly favorable to target
Increasing Cross Enterprise Leverage
MeasuresPerformance
Expansion of Evernorth Health Services revenue derived through programs offered by Evernorth Health Services to Cigna Healthcare clientsFavorable to target
Weighted Performance Measure Funding Percentage25.0%
Overall EIP Calculated Funding109.1%
(1)As previously disclosed, in future years, the Committee will no longer use funding ranges in determining payouts for each performance measure and will use a formulaic approach for gauging success on each measure.
(2)Considered the anticipated onboarding costs ahead of transitioning 20 million Centene customers to our Express Scripts platform.
(3)We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2023 for more complete financial information. Adjusted income from operations and adjusted revenues are financial measures used by the Company that are not determined in accordance with generally accepted accounting principles in the United States (GAAP). The Committee may make adjustments to the actual levels of achievement under each performance measure to: (1) exclude the impact of any unusual or extraordinary results that do not reflect the on-going business operations and/or that are not the result of normal business risks; and (2) avoid creating unintended incentives for management to make decisions solely on the basis of achieving incentive results. Additional information regarding these measures, including definitions and reconciliations to the most directly comparable GAAP measures, namely shareholders net income and total revenues, respectively, can be found on Annex A.
Based on the Company’s performance relative to each of the performance measures, the Committee approved funding the EIP pool at 109%.
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2023 Individual EIP Targets and Awards
EIP target levels and actual awards for the 20212023 performance year for each of the NEOs are set forth in the table below. EIP target levellevels are reflective of the Committee’s, and with respect to Mr. Cordani’s, the independent members of the Board’s, review of target total direct compensation positioning and other factors as further discussed above. In determining actual EIP awards,payout amounts, the Committee (and for Mr. Cordani, the independent members of the Board upon the recommendation of the Committee) takes an integrated approach, assessing enterprise results togetherstarted with the EIP calculated funding factor as the baseline for EIP awards and then assessed each NEO’s individual contributions during 2021.2023. Payouts under the 20212023 EIP rewarded our NEOs for our performance in 2021,2023, reflecting pay-for-performance alignment.
NEO
2023 EIP Target
($)
Actual EIP Payout
($)
Payout as a Percentage of Target
(%)
David M. Cordani3,000,0003,300,000110 
Brian C. Evanko1,500,0001,650,000110 
Noelle K. Eder900,0001,125,000125 
Nicole S. Jones900,0001,035,000115 
Eric P. Palmer1,500,0001,650,000110 
NEO
2021
EIP
TARGET
($)
ACTUAL
EIP
PAYOUT
($)
PAYOUT
AS A PERCENT
OF TARGET
(%)
David M. Cordani
3,000,000
2,700,000
90%
Brian C. Evanko
900,000
900,000
100%
Nicole S. Jones
850,000
935,000
110%
Eric P. Palmer
950,000
1,187,500
125%
Timothy C. Wentworth
2,625,000
(1)
(1)
Matthew G. Manders
1,250,000
(1)
(1)
 (1)
See “Compensation Matters – Executive Compensation Tables – Potential Payments upon Termination or Change of Control” for a description of the terms of Mr. Manders’ and Mr. Wentworth’s retirement agreements.
Mr. Cordani
In early 2022,2024, the Committee, together with the Lead Independent Director, assessed Mr. Cordani’s 20212023 performance in the context of the Company’s overall Company performance for the year. This assessment included a review of the Company’s financial performance in 20212023 and the strategic positioning of the Company for the future, as well as Mr. Cordani’s individual contributions. Following this review, the Committee made recommendations to the independent members of the Board related to Mr. Cordani’s EIP award for 2021.2023. The independent members of the Board considered these recommendations as part of their own independent review of Mr. Cordani’s performance. More specifically, the Board considered the following factors:
Enterprise Performance. Mr. Cordani led Cigna'sCigna’s delivery of strong value for our customers and clients andresulting in attractive financial results amid a disrupted, rapidly evolving environment impacted by continued pressures from the COVID-19 pandemic.environment. These results include:
Adjusted income from operations of $7$7.45 billion, adjusted income from operations per share of $20.47$25.09, and adjusted revenuerevenues of $174.1$195.3 billion; and
The return of over $9$3.7 billion in capital to shareholders through share repurchaserepurchases and dividends.dividends; and
Achieved enterprise SG&A ratio of 7.3%, in line with plan, through focused management of expenses.
Strategy Execution. Mr. Cordani oversaw the achievementadvancement of a number of initiatives to advanceevolve Cigna’s strategy, including:
The successful executionLaid the groundwork that resulted in reaching agreement to divest the Medicare Advantage, Cigna Supplemental Benefits, Government Pharmacy, and CareAllies businesses to Health Care Service Corporation (HCSC), announced in early 2024, driving meaningful value across the enterprise and for all stakeholders, and sharpening our focus on opportunities in the Cigna Healthcare and Evernorth Health Services segments;
Executed the onboarding plan of our new Centene client relationship to bring Evernorth’s best-in-class pharmacy solutions to 20 million Centene members, also expanding our reach and impact in serving Government-sponsored customers with service-based offerings;
Created a broad setstrategic partnership with CarepathRx Health System Solutions to deepen specialty pharmacy relationships with health systems, providers, and hospitals;
Launched ClearCareRX and ClearNetwork to continue driving greater transparency of affordability initiatives, includingprescription medications, while preserving and protecting client choice;
Launched the implementationPathwell suite of a national contracting center of excellence and local market contracting governance;
Execution of initiatives to make health care more accessible, including through the acquisition of MDLIVE, which provides flexibility forcapabilities that help navigate customers to access networks of telehealth providersmore cost efficient and higher quality locations for routine primary careinfused/specialty medications and wellness, urgent care, dermatology caremusculoskeletal pain and behavioral health care needs;built scalable, flexible foundational architecture to enable more dynamic benefits;
Advancement of Evernorth’s strategic positioning, including the accelerated development of health services capabilities in virtual care, home care and behavioral;
Expansion of the U.S. Government business through entry into new geographies and the introduction of new products;
Advancement of the International Health business’ sharpened focus on our global health services portfolio through the entry into an agreement to sell Cigna’s life, accident and supplemental benefits businesses in seven markets, subject to applicable regulatory approvals and customary closing conditions, expected to be complete in the second quarter of 2022;
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Provided clients with additional flexibility by offering a new option for simple "cost-plus" pharmacy pricing for brand, generic, and specialty medications through Express Scripts;
Advancement of our technology strategy to build a real-time, data-driven, digital platform that will provide breakthrough, insightful customer, client, and provider experiences;Introduced IndependentRx and enhanced the MoreThanRx solution suite, ensuring greater access to patients living in rural areas through partnerships and independent pharmacies;
Removed nearly 25% of medical services from prior authorization requirements to simplify the care experience for Cigna Healthcare customers and clinicians;
Partnered with Monogram Health to provide in-home primary and specialty care to Cigna Healthcare Medicare Advantage customers with chronic kidney disease and end-stage renal disease;
Advanced our strategic partnership with VillageMD to expand access, improve quality, lower costs and develop a new platform for innovative care models;
Positioned ourselves to offer enhanced, localized health and well-being solutions with global capabilities in the Kingdom of Saudi Arabia by securing the first branch license granted to an international insurance provider;
Continued prioritizationto execute on affordability initiatives to reduce total cost of care and drive improvement in our MCR and unit cost position;
Continued to execute on our talent strategy, including the initial phase of the Company’s Future of Work, which is deepening relationships, shifting away from working in silos, and fostering a thriving culture, and the implementation of key leadership changes designed to continue accelerating growth across Evernorth Health Services and Cigna Healthcare; and
Continued to execute on our technology strategy, including in-flight programs to support sustainable expense reductions, expanding future value-driven foundational capabilities, and driving broader enterprise opportunities for simplification.
Environmental, Social and Governance. Mr. Cordani oversaw the advancement of a number of ESG initiatives that are integral to the Company’s strategy, producing meaningful results which include:
Continued to advance our ESG strategy and framework centered on 13 material topics organized under four interconnected pillars: Healthy Environment, Healthy Society, Healthy Workforce and Healthy Company, that underscore our mission to improve the health and safetyvitality of our workforce throughout the COVID-19 pandemic, maximizing flexibility while continuing to serve our customers, patients,those we serve;
Maintained strong advancement of programs, policies and clients.
Diversity, Equity and Inclusion. Mr. Cordani oversaw a number of initiatives designedpractices to improve social determinants of health, including virtual interventions on diabetes;
Achieved goal of $1 billion in annual diverse supplier spend two years ahead of schedule and named to the diversity, equity2023 "Best-of-the-Best" Corporations for Inclusion by the National LGBT Chamber of Commerce (NGLCC) and inclusion within Cigna andpartners in the communities we serve. These initiatives include: (1) the launch of the DEI Council, chaired by Mr. Cordani, which is focused on advancing health equity and continuing to strengthen our diverse and inclusive culture; (2) publication of our initial DEI Scorecard; and (3) continuedNational Business Inclusion Consortium (NBIC);
Continued progress on our goal to reach gender parity in our leadership pipeline by 2024. The impact of these initiatives are reflected in the improvement in our employee engagement survey results relative to diversity, equity,2024; and inclusion.
Received external recognition from numerous raters and rankers for DEI efforts and results.
Regulatory Environment and Compliance.Mr. Cordani continues to represent Cigna and the health services industry in a number of forums in Washington, D.C. and across the country to reinforce the needs of the Company’s customers and clients. In 2021, this included highlighting our COVID-related support effortsHe engaged substantively and advocacy on health public policy topics.extensively throughout 2023 with federal policymakers and committee chairmen who lead Congressional consideration of prescription drug affordability and pharmacy benefit services legislation, and Express Scripts’ new business initiatives. He also oversaw Cigna’scontinued enhancements to our ethics and compliance governance modelmodels, including through regular meetings and a multi-year communication plan focusedengagement with the Chief Compliance and Risk Officer of the Company on key topics, enhancements to our Ethics program, including increased awareness and expansion of reporting channels, and by reinforcing the tone at the top of Cigna’s core values and commitment to ethical decision-making, as we continued to drive a culture of integrity.
Other Qualitative Considerations. In determining the amount of Mr. Cordani’s EIP payout, the independent members of the Board also considered that, while 2021 adjusted income from operations performance was strong and in line with management’s plans in the aggregate, there was more variability within the components of the business than expected. Additionally, 2021 benefited from some fundamental earnings drivers that are not expected to recur.decision-making.
Taking all of these factors into account, the independent members of the Board awarded Mr. Cordani an EIP payout for 20212023 of $2.7 million,$3,300,000, or 90%110% of his 20212023 EIP target, and below the funding percentage of the EIP pool.target.
Other NEOs
For all other NEOs, Mr. Cordani made recommendations to the Committee regarding EIP awards based on his evaluation of each NEO’s performance and contributions to enterprise goals. The Committee considered Mr. Cordani’s recommendations when determining EIP awards. While not exhaustive, below are certain key factors the Committee considered when making award determinations.

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Mr. Evanko. In his first year as As Executive Vice President and Chief Financial Officer, Mr. Evanko supportedcontinued to support and enabledenable the achievement of the Company’s financial objectives and led the partnership between the Company’s finance function and business teams throughout 2021. He also2023. In addition, Mr. Evanko’s role expanded in June 2023 as he assumed oversight for the U.S. Government business, for which he led a seamless transition. Mr. Evanko provided critical guidance and leadership in support ofto many of the Company’s strategic initiatives throughout 2021,the year, including reaching agreement to divest the initiation of an enterprise-wide, multi-year effortMedicare Advantage, Cigna Supplemental Benefits, Government Pharmacy, and CareAllies businesses to improve the Company’s overall efficiencyHealth Care Service Corporation (HCSC), and effectiveness, the Company’s acquisitioninitiating and integration of MDLIVE,leading a project to reduce operating expenses, resulting in significant savings in 2023 and the divestiture of the our life, accident, and supplemental benefits businesses in seven international markets to Chubb, expected to close in the second quarter of 2022.going forward. During 2023, Mr. Evanko also successfully led the strategic management and deployment of the Company’s capital, during 2021, including throughsupported and enabled the increasedelivery of shareholder dividendsenterprise EPS objectives, and share repurchases.continued to strengthen investor communications. Within the Finance organization, Mr. Evanko advancedcontinued to advance the development and deployment of critical talent, and acceleratedincluding continued progress relative to diversity, equity and inclusion, as reflected in scores on the Company’s DEI Index. In addition, while 2021 adjusted income from operations performance was strong and in line with management’s plans in the aggregate, there was more variability within the components of the business than expected. 2021 benefited from some fundamental earnings drivers that are not expected to recur.inclusion. As a result of Mr. Evanko’s contributions in 2021,2023, he was awarded a 20212023 EIP payment of $900,000,$1,650,000, or 100%110% of his target.
Ms. Eder. As Executive Vice President, Global Chief Information Officer, Ms. Eder continued the implementation of the Company’s technology strategy in 2023, which further enabled business value and drove cross-enterprise leverage. Through Ms. Eder’s leadership, the technology team’s focus on availability, security, and resiliency continued to expand and strengthen, meaningfully contributing to corporate earnings in 2023 through portfolio efficiency and business value delivery. Ms. Eder continued to drive innovation, including accelerating transformation and capabilities to drive engagement, digital-first, virtual-led experiences, and core and emerging business models. Ms. Eder continued to lead the strong execution of asset simplification in 2023, exceeding the Company’s defined goals of asset and baseline spend reductions and resulting in less complexity, greater efficiency, and an overall reduction in risk. Ms. Eder’s role expanded in September 2023 as she assumed leadership for the Company’s operations organization, and she has begun to lead the combined technology and operations teams to work seamlessly together to better leverage collective knowledge and insights to deliver improved real-time, personalized and connected experiences for customers, patients, clients and provider partners. Ms. Eder continued to retain top tier talent during 2023 and made continued progress relative to diversity, equity, and inclusion through the hiring and promotion of diverse talent within her organization. As a result of her contributions in 2023, Ms. Eder was awarded a 2023 EIP payment of $1,125,000, or 125% of her target.
Ms. Jones.As Executive Vice President, Chief Administrative Officer, and General Counsel in 2023, Ms. Jones continued to serve as Cigna's Executive Vice President and General Counsel in 2021, leadinglead the Company’s legal, compliance, communications and government affairs functions, and in September 2023 she was named Chief Administrative Officer and her role expanded to include Human Resources. Ms. Jones effectively led the partnership across these functions and between them and the Company’s businesses and other corporate functions. As she did in 2020, Ms. JonesShe continued to play a key role in the Company’s COVID-19 response. She also advancedadvance the Company’s enterprise ESG strategy, its internal and external thought leadership relative to healthy workforces,our Healthy Workforce and supportHealthy Company pillars, and advancement of no surprise billing legislationCigna’s position on a number of important legislative matters. She continued to play a key leadership role in the US. In addition, she partnered with other senior leaders in the organization to develop the framework for communicating and reinforcing the Company’s strategy, both internally and externally.externally, including the continued advancement of the Vitality platform. Ms. Jones also provided key legal and regulatory support in connection withon a number of key initiatives, including the Cigna's acquisition of MDLIVE,announced agreement to divest the Medicare Advantage, Cigna Supplemental Benefits, Government Pharmacy, and CareAllies businesses to Health Care Service Corporation (HCSC) and the divestitureresolution of legal matters related to our life, accident, and supplemental benefits businesses in seven international markets to Chubb. Finally,Medicare Advantage business. Ms. Jones established a diversity councilcontinued to play an instrumental leadership role in increasing focus on increasingESG for the enterprise, as well as continued strong progress relative to diversity, equity and advancing inclusion within the Company’s legal function.functions she leads. As a result of Ms. Jones’ contributions in 2021,2023, she was awarded a 20212023 EIP payment of $935,000,$1,035,000, or 110%115% of her target.
Mr. Palmer. In his role as President and Chief Executive Officer, Evernorth Health Services, Mr. Palmer continued to lead the Company’s largest growth platform and positioned the enterprise for ongoing success. In 2023, Evernorth delivered strong financial results and superior client and patient value. Through Mr. Palmer’s leadership, Evernorth achieved strong client retention, strong new growth in scaled businesses, accelerated growth in new solutions, and the launch of new solutions in the pharmacy benefit services business. Mr. Palmer’s leadership led to continued leadership in pharmacy benefit services supply chain value, patient value at Accredo, and eviCore client value, while continuing implementation of the biosimilar strategy producing meaningful advances in affordability. Client and patient NPS results were strong, with positive feedback from clients and brokers on partnership, collaboration and responsiveness. Mr. Palmer oversaw the onboarding plan of our new Centene client relationship, bringing Evernorth’s best-in-class pharmacy solutions to 20 million Centene members and expanding our reach and impact in serving Government-sponsored customers with service-based offerings.
There was continued progress in cross-enterprise leverage through improved collaboration between Evernorth and Cigna Healthcare on marketing, sales, and product strategy, execution, and enablement. Mr. Palmer continues to develop his leadership team, with a number of senior leaders assuming expanded roles during 2023, as well as

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Mr. Palmer. Incontinuing to focus on advancement of diversity, equity, and inclusion within his role as President and Chief Operating Officer, Evernorth, Mr. Palmer led the Company’s largest growth platform which grew adjusted revenue by 14% in 2021. Mr. Palmer meaningfully advanced our health services strategy through the development of Evernorth’s Care+ organization and through his leadership of other initiatives including the integration of MDLIVE into Evernorth following its acquisition by the Company in early 2021, which expanded our virtual care services. He also oversaw the expansion of our behavioral care networks, and the creation of new capabilities relative to making prescription drugs more affordable including the launch of our Shared Savings Program which promotes greater use of biosimilars. In addition, under Mr. Palmer’s leadership, Evernorth expanded its relationship with Prime Therapeutics to include our drug home delivery and Accredo specialty pharmacy services. Additionally, Express Scripts entered into a new contract with the Department of Defense, extending the Company’s service as the TRICARE pharmacy program partner until 2029. Throughout 2021, Mr. Palmer also sponsored critical work within Evernorth to reduce health care disparities and provide more accessible, affordable healthcare to those in need through telehealth, and in late 2021, he joined the CEO Action for Racial Equity Governing Committee as Cigna’s representative.organization. As a result of his contributions in 2021,2023, Mr. Palmer was awarded a 20212023 EIP payment of $1,187,500,$1,650,000, or 125%110% of his target.
Annual Incentive Plan Changes for 20222024
Information regarding changes to our EIP program to limit the Committee’s discretion in measuring performance and funding the EIP pool, and the Company’s commitment to enhancing disclosure can be found at “— Enhancements to 2024 Enterprise Incentive Plan Design” above.” For the 2024 EIP, to motivate and drive execution of the Company’s business strategy and the achievement of enterprise results, the Committee approved the following performance measures and weightings.
MeasureAlignment with Business StrategyWeighting
Adjusted Income from OperationsReinforces the importance of sustained profitable growth across the enterprise by rewarding financial performance that reflects the underlying results of operations of the Company’s businesses.50%
Growth
Focuses on enterprise growth, as measured quantitatively by adjusted revenues (20% of EIP weighting), and expansion of services and addressable markets, as measured by growth in Health System Services, behavioral health, and virtual services (10% of EIP weighting); amplifies the expansion of revenue in our accelerated growth business, promotes cross-enterprise leverage, and drives revenue diversification.
30%
Strategic PrioritiesAdvances the interests of our shareholders and other stakeholders by positioning us for long-term growth through the focus on progress in areas that support our mission, values, and business strategy.20%
For 2022, measures within the EIP will continue to include adjusted income from operations, adjusted revenues and strategic priorities. To focus further on Company growth, the adjusted revenues weighting will increase from 20% to 30%. The strategic priorities weighting will be 20% in 2022. Adjusted income from operations will again comprise 50% of the EIP measures, such that the quantitative financial performance metrics will be weighted a total of 80%.
For 2022,2024, the areas of focus for the strategic priorities measure were streamlined to focus on two critical company objectives,will be as set forth below.follows:
Strategic Priority Areas of Focus
STRATEGIC PRIORITY
AREAS OF FOCUS
Relevance to Business Strategy
RELEVANCE TO
BUSINESS STRATEGY
QUANTITATIVE MEASUREMENTS
Quantitative Measurements
Operating Effectiveness and Efficiency
Efficiency and effectiveness
These priorities directly advance our strategyefforts to be championsimprove affordability for affordable, predictable,our customers and simple health care.
clients and deliver value to our shareholders.
Enterprise Adjusted SG&A Expense Ratio
Medical and pharmacy trend
Operating expense efficiency
ESG
Environmental, Social and Governance (ESG)
As a global health services company, our mission is at the core of our ESG commitments and strategy. For 2022, the2024, our ESG area of focus areas will again be oninclude our efforts relative to diversity, equity, and inclusion.
inclusion and improvement of health equity.
Achievement relative to internal, employee-focused goals, including:
o
Improvement in engagement survey responses related to diversity, equity, and inclusion advancement for women and ethnic minorities, measured by representation in leadership roles as well as voluntary turnover among women and ethnic minorities
o
Progress against our goals to improve representation of racially and ethnically diverse individuals and women in our leadership pipeline
Achievement ofon goals relative to improvement of health equity, and reduction of social determinants of healthmeasured by improvements in preventative screenings for customers residing in high Social Determinants Index areas


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Long-Term Incentives
Long-term incentives are designed to reward sustained financial success and strategic accomplishments that benefit The Cigna Group and its shareholders over the long term. 60% of the CEO’s LTI and 50% of the other NEOs’ LTI are granted in performance shares requiring performance against pre-established metrics.
Long-Term Incentives


Long-term incentives are
designed to reward sustained
financial success and strategic
accomplishments that benefit
Cigna and its shareholders over
the long-term.

LTI Overview
Long-term incentives are 100% equity-based and administered under theThe Cigna Group Long-Term Incentive Plan. Awards in 20212023 were delivered through a mix of strategic performance shares, stock options, and restricted stock to motivate superior enterprise results and to further align the interests of the Company’s executive officers and its shareholders.

2021
2023 CEO LTI Award Mix2023 Other NEO LTI Award Mix
43980467277944398046727800
n Strategic Performance Shares
nStock Options
n Restricted Stock
SPS awards have a three-year performance period and are denominated in shares of Company common stock. At the end of the three-year performance period, the actual number of shares earned is based on The Cigna Group's performance against pre-established enterprise goals and the actual value of the award remains aligned with the trading price of the Company’s stock relative to goals set at the beginning of the performance period.Realized option value depends upon stock price appreciation from the time the options are granted until they are exercised. Options generally vest in equal installments over three tears and have a ten-year term.Restricted stock provides strong retention value as awards vest in equal installments over a three-year period, and the value of the award remains aligned with the trading price of the Company’s stock.
2023 Individual LTI Targets and Awards
Each NEO’s LTI target is set by the Committee (or in the case of Mr. Cordani, the independent members of the Board upon the recommendation of the Committee) with reference to the compensation peer group and the general industry peer group market data for the officer’s role. Mr. Cordani’s LTI target is set as a range, and the target for each of the other NEOs is set as an absolute dollar value. The primary consideration in each case is the comparison to the 50th50th percentile LTI level of the relevant market data for both peer groups.
While the Board maintains flexibility in determining Mr. Cordani’s LTI award, the Board intends that, for Mr. Cordani, LTI awards will fall within the target range. Mr. Cordani’s LTI award is based primarily on his individual contributions and enterprise performance, as well as an assessment of then-current market data. For the other executive officers, an executive could receive a grant between 0% and 150% of the executive’s individual LTI target value. In determining awards for the other NEOs, the Committee primarily evaluates individual contributions, but also may take into consideration enterprise performance, succession planning needs, and other factors as circumstances warrant.
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The annual LTI award for Mr. Cordani for 2023 was delivered 60% in SPS awards having a 2023-2025 performance period, 20% in stock options, and 20% in restricted stock, with the equity mix consistent with the mix of equity delivered in 2022. The annual LTI awards for 2021the other NEOs in 2023 were delivered 50% in SPS awards having a 2021–20232023-2025 performance period, 25% in stock options and 25% in restricted stock, with the mix of equity mix consistent with the equity mix delivered in 2020.2022.
The table below provides more detail about the annual LTI target and actual grant values for 2021,2023, reflective of the Committee’s, and with respect to Mr. Cordani’s, the independent members of the Board’s, review of target total direct compensation positioning as further discussed above.
NEO
2023 LTI Target
($)
Actual LTI Grant Value
($)(1)
David M. Cordani13,000,000 to 17,000,00016,000,000
Brian C. Evanko4,150,0005,188,000
Noelle K. Eder2,925,0003,364,000
Nicole S. Jones2,900,0003,335,000
Eric P. Palmer5,000,0006,250,000
(1)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 2023 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 award’s 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 grant values and percentages relative to LTI targets.
or below target, respectively. For more information on the TSR performance condition, please see the “Stock Awards” footnote for the 2023 Summary Compensation Table.

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NEO
2021 LTI
TARGET
($)
ACTUAL LTI
GRANT VALUE
($)(1)
LTI AWARD AS A
PERCENT OF TARGET
(%)
David M. Cordani
12,000,000 to 16,000,000
14,500,000
Within target range
Brian C. Evanko
2,800,000
3,360,000
120
Nicole S. Jones
2,900,000
3,335,000
115
Eric P. Palmer
4,300,000
5,160,000
120
Timothy C. Wentworth
6,000,000
6,000,000
100
Matthew G. Manders
4,250,000
4,462,500
105
 (1)
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 2021 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 award’s 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 2021 Summary Compensation Table.
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Strategic Performance Share Program
Our SPS program is designed to reward sustained long-term financial discipline and strategic accomplishments that benefit The Cigna Group and its shareholders over the long-term.
Grants
Grants
At the time of grant, a total LTI dollar value is approved for each NEO. 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
Cigna’s The Cigna Group’s stock price on that date.
Vesting
Vesting
SPSs vest in the first quarter of the year following the end of the three-year performance period.

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COMPENSATION MATTERS
Payout Determination
The Committee determines a performance factor of 0% to 200% based on Company achievement of two pre-established measures during the performance period, and thatperiod. That factor is multiplied by each SPS award to determine the number of shares to be paid in respect of vested awards.
Measure: Adjusted income from operations per share, measured on a cumulative basis
over three years, within the range of externally communicated targets excluding dividends

Measure: Relative TSR, compounded over the three-year performance period, relative to TSR peer group, for which the performance/payout curve is as follows:(1) (2) (3)
85th percentile or higher200%
75th to 85th percentile175% to 200%
50th to 75th percentile100% to 175%
25th to 50th percentile25% to 100%
Below 25th percentile0%
Weighting: 50%

Weighting: 50%
Alignment with Business Strategy: Reinforces the importance of Rewards NEOs for sustained profitable growth across the enterprise

Alignment with Business Strategy: Rewards NEOs for stock performance and value creation relative to The Cigna Group’s peer group at the time of the award
Threshold Performance: Performance that would result in funding of less than 35% of target yields no payment for this measure
Measure: RelativeThreshold Performance: 25th percentile compared with the TSR compounded over the three-year performance period(1)

Weighting: 50%

Alignment with Business Strategy: Rewards NEOs for stock performance and value creation relative to Cigna’s peer group at the time of the award

Comparator Group: The SPS performance peer group(2)

Final Payout
SPS awards are ultimately settled in The Cigna Group stock, so the actual value of the awards is based on the
number of shares earned and Cigna’sThe Cigna Group’s stock price at the time of payment.
(1)In the event a company in the TSR peer group is removed due to a corporate transaction or otherwise, the Company’s TSR will be measured against the remaining companies.
(2)Relative TSR is measured by calculating four levels of achievement, at each of the 25th, 50th, 75th and 85th percentiles, and then using straight line interpolation based on Company stock performance (rather than rank) within the relevant level of achievement to determine payout for the measure.
(3)Beginning with the 2023-2025 performance period, relative TSR performance is measured using the average December stock price at the beginning and end of each performance period for The Cigna Group and each of its peers. Payouts on the relative TSR performance measure are capped at 100% if absolute TSR is negative for the performance period.
The SPS program is designed to reward performance results against long-term, pre-established stretch targets.targets that are difficult to achieve but not unattainable. Each year, the Committee approves the performance measures for the SPS performance period and sets the goals with the expectation that performance resulting in a number of shares paid between 80% and 120% of target would be challenging and not certain, while performance resulting in a number of shares paid over 120% of target would be difficult, but not unattainable.period. The Committee
believes that the SPS performance measures are effective in rewarding the Company’s long-term success and value created for shareholders.
The adjusted income from operations per share measure is included as a performance measure because it is one of the principal measures used by investors to assess our financial performance, is a key component of our guidance to investors and considers our capital plan.
(1)
In the event a company in the peer group is removed due to a corporate transaction or otherwise, the Company’s TSR will be measured against the remaining companies.
(2)
For performance periods beginning prior to 2020, relative TSR is calculated by interpolating strictly based on the TSR percentile rank. Beginning with the 2020–2022 performance period, relative TSR is measured by calculating four levels of achievement, at each of the 25th, 50th, 75th and 85th percentiles, and then using straight line interpolation based on Company stock performance (rather than rank) within the relevant level of achievement to determine payout for the measure.

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2019–20212021–2023 SPS Program
Over the course of the three-year performance period, cumulative adjusted income from operations per share grew to $55.97,$68.93, resulting in a payout at 101.6%113% for this measure. Relative TSR was at the 11thtop end of the 42nd to 50th percentile range, resulting in no payout99% for this performance measure. As a result, in February 2022,2024, the Committee approved a payout of the 2019–20212021–2023 SPSs at 51%106% of target. The performance goals for the 2019–20212021–2023 SPSs are presented in the table below, along with actual results for the three-year performance period.
Measure
MEASURE
WeightingTarget Performance Goals
WEIGHTING
TARGET PERFORMANCE GOALS
ACTUAL RESULT
Actual Result
Adjusted income from operations per share50%
50%
Cumulative adjusted income from operations per share of $53.00$63.50 to $58.50; target based upon an implied compound annual growth rate$70.00
$68.93 (113% of 55.1%–60.3% over 2018 performance
$55.97 (101.6% of target)
Relative TSR
50%50th percentile
50%
50th Percentile
11thAt the top end of the 42nd to 50th percentile range (based on three-year annual compounded TSR of 7.2%14.9%) (0%(99% of target)
At the time the 2019–2021 SPS award was granted, when the fair market value of our stock was $183.44, the value of Mr. Cordani’s award was $6,750,000, assuming a payout at target. From the date of grant through the date the award was paid out, our stock price appreciated approximately 27%. While we have had strong financial performance, evidenced by our adjusted income from operations, per share, compound annual growth rate of 12.9%, our stock performance has lagged our peer group. Based on the closing stock price of $232.84 on February 25, 2022, the date the award was paid out, the actual value of Mr. Cordani’s award was approximately $4.4 million, or 65% of the value at the time the award was made.
The calculations utilized to determine the payout were reviewed for accuracy by PricewaterhouseCoopers LLP. Shares earned by the NEOs upon payout of the 2019–20212021–2023 SPSs are reflected in the Outstanding Equity Awards at Year-End 20212023 table and on Form 4s filed with the SEC on March 1, 2022.5, 2024.
2018–20202020–2022 SPS Program
The shares earned under the 2018–20202020–2022 SPS program were measured using performance through December 31, 20202022 and were delivered in February 2021.March 2023. 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 2018–20202020–2022 SPS program are discussed in greater detail in our definitive proxy statement for our 20212022 annual meeting of shareholders, filed with the SEC on March 19, 2021.17, 2023.
Retirement and Deferred Compensation
401(k) Retirement Plans and Supplemental 401(k) Plan
All U.S. full-time employees are eligible to participate in one of the Company’s tax-qualified 401(k) plans. Each 401(k) plan, except The Cigna Group Supplemental 401(k) Plan, provides for employee contributions as well as Company matching contributions, on the same terms as similarly situated employees within the applicable plan.
Certain employees are eligible for theThe Cigna Group Supplemental 401(k) Plan. Beginning in 2020, all U.S.-based NEOs are eligible. The Supplemental 401(k) Plan is a non-qualified deferred compensation plan that provides an annual credit to employees equal to 1.5% of employee earnings that cannot be treated as eligible earnings under the regular 401(k) Plan due to Internal Revenue Code limits and cannot be the basis for employee or Company matching contributions under the regular 401(k) Plan. Earnings eligible for the credit are salary and bonus amounts that exceed the IRS annual limit on eligible earnings ($290,000330,000 in 2021)2023) or that an employee defers under theThe Cigna Group Deferred Compensation Plan. Credits accumulate with
hypothetical interest equal to the rate of return under the 401(k) Plan’s Fixed Income Fund (2.75%(2.95% as of January 1, 20212023 and 2.60%3.30% as of January 1, 2022)2024). The account will vest under the same rules that apply to the regular 401(k) Plan. The account balance will be paid after termination of employment in accordance with the plan.
Nonqualified Deferred Compensation Plans
The Cigna Group provides the NEOs and certain other employees with the opportunity to defer base salary and annual incentive awards.
The Cigna Group Deferred Compensation Plan. The Cigna Group does not make any contributions to this plan on behalf of employees. This plan provides eligible employees an opportunity to postpone both the receipt of compensation and the income tax on that compensation – typically until after termination of employment with Cigna.The Cigna Group. Participants elect when to receive payment and can choose either a single lump sum or annual installments. For amounts deferred before 2005, participants can request an accelerated
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payment of all or part of their account balance subject to a 10% penalty. Otherwise, early withdrawals are permitted only in the case of the participant’s financial hardship.
Express Scripts, Inc. Executive Deferred Compensation Plan of 2005 (EDCP). In 2019, the Committee froze future deferrals into the EDCP. Prior to such action, eligible executives could elect to defer up to 50% of their annual base salary and up to 100% of their annual performance-based cash bonus award. Prior to the merger, Express Scripts historically made contributions to senior executives’ EDCP account in an amount equal to 6% of such senior executive’s annual cash compensation, with the contributions subject to three-year cliff vesting. When an executive becomes eligible for retirement under the EDCP (minimum age of 55 and a combined age plus years of service with the company of 65), or upon termination due to death or disability (as defined in the EDCP plan), all company-provided EDCP contributions vest in full. Upon termination for any reason other than death, disability or retirement, all unvested company-provided EDCP contributions are forfeited. Withdrawals and distributions of vested amounts are made either upon termination or at a fixed time in a lump sum payment or pursuant to a previously specified fixed schedule.

Additional information about deferred compensation can be found in the Nonqualified Deferred Compensation for 2021 table and accompanying narrative.
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COMPENSATION MATTERS
Defined Benefit Pension Plans
The Cigna Pension Plan and the Cigna Supplemental Pension Plan were frozen on July 1, 2009. Benefits earned under these plans have been determined based on eligible earnings through July 1, 2009. The freeze did not affect benefits earned before July 1, 2009. The Company’s NEOs hired before July 1, 2009 have vested benefits in the Pension Plan and the Supplemental Pension Plan.
Additional information about pension benefits can be found in the Pension Benefits for 20212023 table and accompanying narrative.
Limited Perquisites and Other Benefits
Cigna’sThe Cigna Group’s executive compensation program provides limited perquisites to executive officers, offered primarily to attract and retain key talent or to provide for an executive officer’s safety and security. Perquisites generally have included an annual allowance under our executive financial services program (as described below), payments for residential security system monitoring and maintenance, and relocation benefits when a move is required. Executive officers working outside ofIn addition, pursuant to a policy approved by the United States also may be provided with benefits that are customary in the country in which they are based. In addition,Committee, Mr. Cordani is expectedrequired to use the corporate aircraft for business and personal travel to increase hisminimize and more efficiently use travel time, available forprotect the confidentiality of travel and our business, purposes and as a means to better ensure hisenhance Mr. Cordani’s personal safety and security.
Mr. Cordani is fully responsible for any personal income taxes associated with his personal use of the corporate aircraft.
Cigna’sThe Cigna Group’s executive financial services program offers executive officers other than the CEO an annual allowance of up to $6,500 for the costs of financial or estate planning (including associated legal services) and tax return preparation. Mr. Cordani is reimbursed for all such expenses incurred. The Cigna Group also provides $1 million of personal umbrella liability insurance coverage for executive officers, who may purchase additional coverage at the group rate.
The NEOs also are eligible to receive all of the benefits offered to The Cigna Group employees generally, including medical and other health and welfare benefits as well as voluntary benefits.
EMPLOYMENT ARRANGEMENTS AND POST-TERMINATION PAYMENTS
Employment Arrangements and Post-Termination Payments
Employment Arrangements
We typically do not enter into individual employment contracts with our executive officers. Consistent with our approach of rewarding performance, employment is not guaranteed, and either The Cigna Group or the executive officer may terminate the relationship at any time. An executive officer receives an offer letter upon hire or promotion that describes initial compensation terms, such as base salary, any sign-on or other cash bonus or equity awards, any relocation assistance and target opportunities for annual cash incentive and long-term equity incentive compensation.
Retention Arrangements
Timothy C. Wentworth. In connection with the combination with Express Scripts, the Company entered into a retention agreement with Mr. Wentworth, who, prior to the combination, was the President and CEO of Express Scripts. The term of this agreement ended in December 2021.
Under his arrangement with Express Scripts, Mr. Wentworth was entitled to terminate employment for good reason on the closing of the merger and receive his severance and vest in his equity awards, subject to his compliance with noncompetition restrictions that would have lasted 18 months. Based on an independent evaluation and analysis of his then-existing arrangement, it was determined that Mr. Wentworth could have been in a better financial position if he terminated employment with Express Scripts at the merger closing than if he did not terminate. Mr. Wentworth was viewed as crucial to the integration of the two companies as well as our ability to achieve the goals of the combination. Recognizing his unique skill set and qualifications, following signing of the merger agreement in March 2018, we structured Mr. Wentworth’s arrangement in a way that would induce him to join Cigna’s leadership team, retain and incentivize

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him and reduce the financial risk that he would assume by not terminating employment for good reason as he would have been entitled to do.
The retention agreement set forth certain terms of his employment, as well as specific compensation and benefits he was entitled to receive during the three-year retention period following the closing of the Express Scripts merger (December 21, 2018 – December 21, 2021). In exchange, Mr. Wentworth agreed to non-solicitation of customers and employees and non-competition covenants for 24 months after his termination of employment for any reason, and perpetual confidentiality and non-disparagement covenants.
Mr. Wentworth had an annual base salary of $1,500,000, a target annual incentive award opportunity of $2,625,000 (and a maximum potential award opportunity of 200% of such target opportunity), and an annual target long-term incentive award opportunity of $6,000,000. These amounts were determined by the Committee to be appropriate based on the compensation Mr. Wentworth earned at Express Scripts as its President and CEO. If Mr. Wentworth were terminated without cause or terminated for good reason during the retention period, he would have been entitled to receive a pro-rata bonus payment and a payment in respect of continuation of benefits for thirty-six months.
Under the agreement, Mr. Wentworth was credited with a deferred compensation account balance of $8,250,000, which vested in equal monthly installments over the three-year period following the closing of the merger, subject to Mr. Wentworth’s continued employment through each monthly vesting date, or upon an earlier termination of employment without cause, for good reason, or due to death or disability. The deferred compensation account balance was, to the extent vested, payable in 24 equal monthly installments upon Mr. Wentworth’s termination of employment, subject (other than in the event of his death) to his execution of a general release of claims in favor of Cigna and its affiliates and compliance with the restrictive covenants described above.
In addition, in accordance with his retention agreement, Mr. Wentworth was granted an equity award in February 2019 consisting of a restricted stock award of $6,000,000 vesting in three equal annual installments on each of the first three anniversaries of the grant date, and two performance-based SPS awards of $3,000,000 each, one for the 2017–2019 performance period and one for the 2018–2020 performance period. The retention agreement generally did not affect Mr. Wentworth’s existing rights with respect to Express Scripts equity awards that were exchanged for Cigna awards in connection with the merger, except that the definition of “constructive termination” applicable to such awards was modified to match the definition of “good reason” in the retention agreement.
Under the terms of the agreement, Mr. Wentworth was entitled to receive a reimbursement, limited to any excise tax imposed on his payments and benefits made to him as a result of the Express Scripts merger in an amount sufficient to put him in the same after-tax position that he would have been in had the excise tax not applied. The gross-up does not apply in connection with payments arising due to any subsequent merger or any other event. We have not paid any excise tax gross ups to Mr. Wentworth, do not anticipate doing so and do not include excise tax gross ups as part of our regular executive compensation program.
Retirement Agreements
Mr. Wentworth transitioned to a non-executive officer role on January 1, 2022 and provided services on ongoing projects through his retirement from the Company on February 4, 2022. Mr. Manders retired from the Company on December 17, 2021. In November 2021, Mr. Wentworth and Mr. Manders entered into retirement agreements with the Company, which are reflective of the terms of the applicable equity awards for retirement vesting and the Committee’s past practices with respect to annual incentive payouts and in recognition of time worked throughout the year. The terms of the retirement agreements, and the aggregate value of benefits, is described under “Compensation Matters – Executive Compensation Tables – Potential Payments upon Termination or Change of Control.”
Executive Severance Benefits
The Company maintains the Cigna Executive Severance Benefits Plan (the Executive Severance Benefits Plan) for our executive officers, which provides severance benefits in the event of a termination of employment without cause (not including by reason of death or disability)., which we believe to be consistent with market practice. The Executive Severance Benefits Plan helps accomplish the Company’s compensation philosophy of attracting and retaining exemplary talent. The Committee believes it is appropriate to provide executives with the rewards and protections afforded by the plan, as it reduces the need to negotiate individual severance arrangements with departing executives and protects our executives from termination for circumstances not ofbeyond their doing. Effective December 2020, the Cigna Executive Severance Benefits Plan (the Executive Severance Benefits Plan) was amended and restated to provide executive officers with severance benefits upon a termination of employment without cause (not including by reason of death or disability), which we believe to be consistent with market practice.control. In connection with such termination, the CEO would receive base pay for 104 weeks plus 200% of his current EIP target. Each other executive officer would receive base pay for 78 weeks plus 150% of the executive’s current EIP target. Receipt of any payments or benefits under the Executive Severance Benefits Plan requires that the executive comply with any non-disclosure, non-
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competition,non-competition, non-solicitation, and cooperation agreements entered into with the Company and execute a separation and release of claims agreement. If an executive fails to comply with any terms of the plan, including the aforementioned restrictive covenants, the Company may require repayment of any benefits received by the executive and any payments or benefits not yet received will be forfeited. In addition, each executive officer would receive a payment equal to the executive’s pro-ratedprorated EIP target and, if the separation date occurs before the payment of the annual incentive for the preceding year, an amount equal to the executive’s EIP target. The Company will also pay a COBRA subsidy equal to the cost of the Company’s contributions for active medical coverage for up to 18 months.
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Other Post-Termination Arrangements
With respect to equity awards granted prior to 2021, if, absent a change of control, an executive officer’s employment terminates prior to the vesting of a stock option, restricted stock, restricted stock units (RSUs) or SPS award, the award is generally forfeited, subject to specific exceptions for disability, death or retirement (as defined in the plan).
Beginning with LTI awards for 2021, stockStock options, restricted stock, RSUs, and SPSs that are scheduled to vest within 12 months of an executive officer’s involuntary termination without cause will be eligible to continue to vest as scheduled, subject to continued compliance with applicable non-disclosure, non-competition, non-solicitation, and cooperation agreements during the period of continued vesting. The number of shares issued in respect of any SPSs that vest following termination will be determined based on actual performance for the applicable performance period. Awards that are not scheduled to vest within 12 months of the termination date are forfeited upon an involuntary termination without cause.
Upon an executive officer’s disability, death, or retirement, stock options, restricted stock, RSUs, and SPS awards may vest, depending on the nature of the award, the termination event, and the terms of the grant agreements.
For a full explanation of how equity awards are treated in the event of an executive officer’s disability, death, or retirement, please see “Executive Compensation Tables – Potential Payments Upon Termination or Change of Control.”
Change of Control Arrangements

Cigna’s change of control
arrangements are designed
to incent executive officers
to act in shareholders’
best interests when
evaluating and integrating
business combinations.

The Cigna Group change of control arrangements are designed to incent executive officers to act in shareholders’ best interests when evaluating and integrating business combinations.
The Executive Severance Benefits Plan continues to apply to executive officers in the event of a qualified separation of service of the executive officer upon a change of control. A mere change of control itself (i.e., a “single trigger”) does not trigger benefits. The intent of the plan is to encourage executives to continue to act in shareholders’ best interests in evaluating potential transactions and ensure management talent will be available to assist with the transaction and business integration.
Under the Executive Severance Benefits Plan and The Cigna Group Long-Term Incentive Plan, an executive officer will be eligible for benefits, as determined by the plan administrator, if such executive officer’s employment is terminated upon or during the two-year period following a change of control (i.e., a “double trigger”) if such termination is:
initiated by the Company other than “for cause” as defined in the applicable plan; or
initiated by the executive officer for “good reason” as defined under the applicable plan.
Benefits in a double-trigger situation include the following:
A lump sum cash severance payment equal to 156 weeks (approximately three years) of base salary plus three times the higher of (1) the most recent annual incentive paid and (2) the target annual incentive. The intent of the formula for the annual incentive amount is to reward the executive officer for the level of expected performance prior to the change of control;control.
A payment equal to such individual’s pro-ratedprorated EIP target for the year of termination plus, if the separation date occurs before the payment of the annual incentive for the preceding year, an amount equal to the greater of (1) the executive officer’s current annual incentive target or (2) the annual incentive target for the year of the change of control;control.
Full vesting of all unvested stock options, restricted stock, and RSUs. As a result, if an executive is involuntarily terminated without cause or resigns for good reason afterwithin a two-year period following a change of control, the executive is able to realize the shareholder value to which the executive contributed while employed at the Company;
Company.

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Full vestingVesting of all unvestedoutstanding SPS awards with the calculation of such vesting made at the highest of: (1) the target vesting percentage; (2) the vesting percentage for the most recent payout of SPS awards (i.e., the prior cycle); and (3) the average of the vesting percentage established by the Committee for the most recent two SPS payouts. Beginning with LTI awards for 2021, the vesting calculation is made based on the target vesting percentage.percentage of 100%. The intent of this formula is to provide executive officers with a reasonable estimate of the potential payouts and to avoid placing executive officers at a disadvantage as a result of a change of control;control.
At the Company’s expense, twelve months of basic life insurance plan coverage and six months of reasonable outplacement services following a change of control; andcontrol.
A COBRA subsidy equal to the cost of the Company’s contributions for active medical coverage for up to 18 months.

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COMPENSATION MATTERS
Receipt of any payments or benefits requires that the executive comply with any non-disclosure, non-competition, non-solicitation, and cooperation agreements entered into with the Company and execute a separation and release of claims agreement. If an executive fails to comply with any terms of the plan, including the aforementioned restrictive covenants, the Company may require repayment of any benefits received by the executive and any payments or benefits not yet received will be forfeited.
We do not provide gross upsgross-ups as part of our regular executive compensation program. If any portion of the change of control benefits paid to an executive officer would be subject to a change of control excise tax, then either (1) the executive will receive the full amount of the benefits and be responsible for paying any resulting excise tax or (2) the change of control benefits will be reduced by such an amount as to avoid the excise tax entirely, whichever alternative provides the executive with the greater amount of after-tax benefits.
Mr. Wentworth did not participate in the Cigna Executive Severance Benefits Plan. Rather, any severance benefits would have been determined according to his retention agreement as described above. Equity awards granted by Cigna, including the equity awards granted pursuant to Mr. Wentworth’s retention agreement, are governed by the terms of the grant agreement and the Cigna LTIP.
For more information, see “Executive Compensation Tables – Potential Payments upon Termination or Change of Control.”
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COMPENSATION MATTERS
Other Practices
Our executive officers’ interests are well aligned with the interests of our long-term shareholders, evidenced by their significant stock holdings and further strengthened by the Company’s rigorous policies and practices.
OTHER PRACTICES

Our rigorous policies and
practices strengthen the
alignment of executives’
interests with those of our
long-term shareholders.

Stock Ownership Guidelines and Share Retention Requirements
We believe that the ownership of meaningful levels of The Cigna Group stock by our executive officers is a critical factor in aligning the long-term interests of management and our shareholders. To promote this goal, we have adopted robust stock ownership guidelines that apply to all of our executive officers, including our NEOs. As of December 31, 2021,2023, all of our NEOs serving as executive officers at year end areyear-end were in compliance with the stock ownership guidelines and met or exceeded their ownership requirements. The chart below shows the stock ownership requirements and actual value of holdings as a multiple of base salary as of December 31, 20212023 for the CEO (Mr. Cordani),; the CEO, Evernorth (Mr. Wentworth)Palmer); and the average of the other NEOs serving as executive officers at year end (Mr. Evanko, Ms. JonesEder, and Ms. Jones), based on the closing stock price of $299.45 on December 29, 2023.(1)
4398046526973
43980465269834398046526989
nStock Ownership Guideline Requirement
nActual Equity Holdings (for Other NEOs, chart shows average equity holdings)

(1)In connection with his increased responsibilities as President and Chief Executive Officer, Cigna Healthcare, Mr. Palmer).Evanko’s ownership requirement increased to six times his base salary effective February 5, 2024. Mr. Evanko met this increased ownership requirement as of December 31, 2023.



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COMPENSATION MATTERS
Features of Our Stock Ownership Guidelines
COMPENSATION MATTERS
FEATURES OF OUR STOCK OWNERSHIP GUIDELINES
Wholly owned shares, time-based restricted stock, time-based restricted stock units, stock equivalents, and shares owned through benefit plans (such as investments in the CignaCompany stock fund of theThe Cigna Group 401(k) Plan or the deferred compensation plans) are counted toward meeting the guidelines.
SPSs and stock options do not count toward meeting the ownership 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 the 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.
SHARE RETENTION REQUIREMENTS ENCOURAGE A LONG-TERM OWNERSHIP PHILOSOPHY
Share Retention Requirements Encourage a Long-Term Ownership Philosophy
Once ownership requirements are met,
o
executive officers may not sell more than 50% of the shares held above their applicable guideline in any single open trading period; and
o
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 or restricted stock unit grants, net of shares withheld or sold for taxes or payment of exercise prices, fees and expenses.
OTHER PRACTICES REGARDING TRANSACTIONS IN CIGNA STOCK
Other Practices Regarding Transactions in The Cigna Group Stock
Executive officers may only transact in The Cigna Group securities during approved open trading periods after satisfying pre-clearance requirements or pursuant to Rule 10b5-1 trading plans. The Cigna Group has updated its policies and practices in response to the SEC’s amendments to Rule 10b5-1 under the Securities Exchange Act of 1934.
CEO approval is required for all transactions in The Cigna Group stock by executive officers.
General Counsel approval is required for all transactions in The Cigna Group stock by the CEO.
Disgorgement of Awards (Clawback) Policy
The Board has the authority to recoup compensation paid to executive officers in the event of a restatement of financial results, beyond the mandates of Sarbanes-Oxley Act of 2002. In addition, Cigna will review its
Effective October 2023, we adopted a standalone clawback policy that is compliant with the requirements of the Dodd-Frank Act, Rule 10D-1 of the Exchange Act, and if necessary, amend itNYSE Rule 303A.14. This policy provides that, upon the occurrence of an accounting restatement of the Company’s financial statements to comply withcorrect an error, the Committee must recoup incentive-based compensation that was erroneously granted, earned, or vested to our current and former “officers” (as defined under Rule 16a-1 of the Exchange Act) based wholly or in part upon the attainment of any new clawback mandates under applicable law.financial reporting measure, subject to limited exceptions.
TheAdditionally, pursuant to our Corporate Governance Guidelines, the Board will, as deemed appropriate and to the full extent permitted by law, require reimbursement of any bonus or other cash incentive compensation awarded to an executive officer and/or cancel unvested restricted or deferred stock awards previously granted to the executive officer if:
the amount of the bonus or incentive compensation was calculated based upon the achievement of certain financial results that were later the subject of a restatement;
the executive engaged in intentional misconduct that caused or partially caused the need for the restatement; and
the amount of the bonus or incentive compensation that would have been awarded to the executive had the financial results been properly reported would have been lower than the amount actually awarded.
In addition, Cigna’sThe Cigna Group’s stock option, restricted stock, RSUs, and SPS awards include a clawback provision. The provision applies to any NEO, who:
is terminated by Cigna due tobreaches certain restrictive covenant obligations, such as confidential information protection, non-competition, and non-solicitation;
engages in willful misconduct;
or
engages in behavior that would be considered grounds for termination due to willful misconduct;
competes with Cigna within two years following any termination;
solicits a Cigna employee or customer within two years following any termination;
discloses Cigna confidential information improperly; or
fails to assist Cigna in the handling of investigations, litigation or agency matters with respectCompany to which the employee has relevant information.secure its intellectual property rights when requested to do so.
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COMPENSATION MATTERS
If a NEO engages in any of the above “violation events,” any gains realized from the exercise of options over the two years before termination and thereafter and the value of any restricted stock, RSUs, or SPS vesting over the year before termination or thereafter are required to be paid back to Cigna.The Cigna Group. These provisions are designed to discourage employees from engaging in activities that can cause The Cigna Group competitive or reputational harm.
Awards granted to senior executives under Express Scripts’ long-term incentive plans are subject to recovery in the event of a restatement of financial results, regardless of whether misconduct was the cause of the restatement.
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COMPENSATION MATTERS
Hedging and Pledging Restrictions
Our insider trading policySecurities Transactions and Insider Trading Policy (the Insider Trading Policy) prohibits our directors, executive officers, and all employees from engaging in hedging or speculativeand pledging transactions. Prohibited transactions include, but are not limited to, trading in put or call options, short sales, zero cost collars, and forward sale contracts.
The Committee has adopted a policy that prohibits directors and Section 16 officers from pledging Cigna stock as loan collateral or holding Cigna stock in a margin account. Cigna’s Office of the Corporate Secretary, in consultation with the Chairman and CEO, may grant exceptions to this prohibition only with respect to shares held above the stock ownership guidelines. Exceptions may be granted upon a determination that the pledge is reasonable in amount and scope and structured to minimize risks associated with pledging. This determination will be based on the following considerations, among others:
the amount of the pledge as compared to Cigna’s total stock outstanding, market value or trading volume;
the amount of the pledge as compared to the total value of Cigna stock held by the individual above the applicable stock ownership guideline;
the individual’s ability to repay loans secured by Cigna stock or substitute other assets as collateral; and
the terms of the pledging documentation.
In 2021, no exceptions to our policy prohibiting pledging were granted to our directors, NEOs or other Section 16 officers.
Risk Oversight
As part of its responsibilities, the Committee considers whether Cigna’sThe Cigna Group’s compensation programs and policies encourage unnecessary or excessive risk-taking behavior. At the request of the Committee, on an annual basis, the Chief Risk Officer conducts a comprehensive review of executive and employee incentive compensation programs
is conducted to determine whether incentive compensation plans are likely to promote risk-taking behavior that could have a material adverse effect on the Company. The findings of this review are presented to, and discussed by, the Committee each year. The review analyzes:
compensation governance processes, including general design philosophy and risk considerations in structuring compensation and incentive plans;
situations where compensation programs may have the potential to raise material risks to the Company;
internal controls that mitigate the risk of incentive compensation having an unintended negative impact; and
plan design features that further mitigate compensation risk, including clawback arrangements, holding periods, earnings thresholds, payment structures, and plan caps.
After conducting the review and assessing potential risks, the Committee determined that the Company’s incentive programs do not create risks that are reasonably likely to have a material adverse effect on the Company.
Tax and Accounting Treatment
Section 162(m)(6) of the Internal Revenue Code pertains to the deductibility of compensation paid by health insurers, including Cigna.The Cigna Group. Under Section 162(m)(6) of the Internal Revenue Code, any per personper-person compensation in excess of $500,000 paid to any employee or, generally, any individual service provider, will not be deductible by Cigna.The Cigna Group. The tax deduction limitation under Section 162(m)(6) results in the loss of some tax benefits related to employee compensation in excess of the $500,000 per personper-person deduction limit. While the Committee considers the impact of Section 162(m)(6), it believes that shareholder interests are best served by not restricting the Committee’s discretion and flexibility in crafting the executive compensation program, even if non-deductible compensation expenses could result.
Separately, the Committee also considers the accounting consequences of its compensation decisions.


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COMPENSATION MATTERS
Report of the People Resources Committee
The People Resources Committee of the Board of Directors reviewed and discussed with Cigna’sThe Cigna Group’s 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, 20212023 filed with the SEC. The Board accepted the Committee’s recommendation.
People Resources Committee:
People Resources Committee
Kathleen M. Mazzarella, Chair
Eric J. Foss
George Kurian
Philip O. Ozuah
Kathleen M. Mazzarella, Chair
Eric J. Foss
George Kurian

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COMPENSATION MATTERS
Executive Compensation Tables
2021 SUMMARY COMPENSATION TABLE2023 Summary Compensation Table
This table includes information regarding compensation for each of the NEOs. Other tables in this Proxy Statement provide more detail about specific types of compensation with respect to 2021.2023.
Name and Principal Position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Stock
Awards
($)
(e)
Option
Awards
($)
(f)
Non-Equity
Incentive Plan
Compensation
($)
(g)
Change in Pension
Value and Nonqualified Deferred Compensation
Earnings
($)
(h)
All Other
Compensation
($)
(i)
Total
($)
(j)
David M. Cordani
Chairman and
Chief Executive Officer
20231,500,00012,656,2133,200,0203,300,00080,585310,43721,047,255
20221,500,00012,644,2782,900,0293,600,000321,19720,965,504
20211,500,00011,745,3853,625,0422,700,000301,83919,872,266
Brian C. Evanko
Executive Vice President, Chief Financial Officer, The Cigna Group, and President and Chief Executive Officer, Cigna Healthcare(1)
2023923,0773,852,2981,296,9091,650,00015,41557,1587,794,857
2022836,7313,493,5841,078,1701,500,00057,1966,965,681
2021800,0002,721,665840,007900,00034,8355,296,507
Noelle K. Eder
Executive Vice President,
Global Chief Information Officer
2023770,9612,497,811840,9821,125,00036,3805,271,134
2022718,3662,316,966715,034840,00034,6194,624,985
Nicole S. Jones
Executive Vice President, Chief Administrative Officer, and
General Counsel
2023807,1162,476,811833,8071,035,0009,47347,8095,210,016
2022768,3662,583,969797,5031,020,00062,9095,232,747
2021750,0002,701,577833,775935,00052,2465,272,598
Eric P. Palmer
Executive Vice President, Enterprise Strategy, The Cigna Group, and President and Chief Executive Officer, Evernorth Health Services(1)
20231,000,0004,640,9561,562,5411,650,00016,97658,8388,929,311
2022986,7314,556,4461,406,2741,562,50050,8428,562,793
2021948,4624,179,8241,290,0051,187,50039,8907,645,681
NAME AND PRINCIPAL
POSITION
(a)
YEAR
(b)
SALARY
($)
(c)
BONUS
($)
(d)
STOCK AWARDS
($)
(e)
OPTION
AWARDS
($)
(f)
NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
($)
(g)
CHANGE IN
PENSION
VALUE AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS
($)
(h)
ALL OTHER
COMPENSATION
($)
(i)
TOTAL
($)
(j)
David M. Cordani
Chairman and
Chief Executive Officer
2021
1,500,000
11,745,385
3,625,042
2,700,000
301,839
19,872,266
2020
1,500,000
11,060,237
3,500,017
3,500,000
189,898
179,341
19,929,493
2019
1,500,000
10,395,183
3,375,047
3,600,000
204,732
228,070
19,303,032
Brian C. Evanko
Executive Vice President,
Chief Financial Officer(1)
2021
800,000
2,721,665
840,007
900,000
34,835
5,296,507
Nicole S. Jones
Executive Vice President,
General Counsel
2021
750,000
2,701,577
833,775
935,000
52,246
5,272,598
2020
750,000
2,544,035
805,049
825,000
22,423
35,338
4,981,845
2019
750,000
2,117,608
687,511
937,500
21,781
50,063
4,564,463
Eric P. Palmer
President,
Chief Executive Officer, Evernorth(2)
2021
948,462
4,179,824
1,290,005
1,187,500
39,890
7,645,681
2020
850,000
3,318,290
1,050,037
1,020,000
44,003
54,233
6,336,563
2019
850,000
2,964,538
962,547
1,275,000
42,279
45,900
6,140,264
Timothy C. Wentworth
Former Chief Executive Officer,Evernorth(3)
2021
1,500,000
4,860,067
1,500,006
139
2,703,148
10,563,360
2020
1,557,693
4,740,190
1,500,037
2,887,500
1,795
92,974
10,780,189
2019
1,471,154
17,505,590
1,500,033
3,018,750
3,005
16,954
23,515,486
Matthew G. Manders
Former President,
Government and Solutions(4)
2021
978,462
3,615,024
1,115,646
15,514
1,318,281
7,042,927
2020
850,000
3,081,245
975,019
1,150,000
107,391
40,796
6,204,451
2019
850,000
3,003,332
975,027
1,200,000
147,776
23,713
6,199,848
(1)Effective February 5, 2024, Mr. Evanko assumed the role of President and Chief Executive Officer, Cigna Healthcare, in addition to his role as Executive Vice President and Chief Financial Officer, The Cigna Group, and Mr. Palmer assumed the role of Executive Vice President, Enterprise Strategy, The Cigna Group, in addition to his role as President and Chief Executive Officer, Evernorth Health Services.

 (1)
The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement
Mr. Evanko assumed the role of Executive Vice President and Chief Financial Officer effective January 1, 2021.87


 (2)
COMPENSATION MATTERSMr. Palmer was appointed President and Chief Operating Officer, Evernorth, effective January 1, 2021. He assumed his new role, President and Chief Executive Officer, Evernorth, effective January 1, 2022.
 (3)
Mr. Wentworth transitioned to a non-executive officer role effective January 1, 2022 and retired from the Company on February 4, 2022.
 (4)
Mr. Manders retired from the Company on December 17, 2021.
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 1719 to Cigna’sThe Cigna Group’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 20212023 and, for SPSs, are based upon the probable outcome of the performance conditions. All awards were made under the LTIP. For Mr. Wentworth, also includes equity awards granted in February 2019 as provided for under his retention agreement.
The SPSs are subject to performance conditions. The grant date fair value of SPS awards granted in 20212023 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. Relative 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 remaining 50% of SPS weighting, subject to adjusted income from operations per share performance, has an accounting fair value that is equivalent to the assumed award value granted to each NEO.
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COMPENSATION MATTERS
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:
Value of Restricted
Stock Granted In 2023
Value of SPSs Granted In 2023
Name
Grant Date Fair Value
($)
Grant Date Fair Value
($)
At Highest Performance Achievement*
($)
David M. Cordani3,200,0549,456,15914,256,240
Brian Evanko1,297,1682,555,1303,852,151
Noelle K. Eder841,1121,656,7002,497,664
Nicole S. Jones834,0411,642,7702,476,664
Eric P. Palmer1,562,6113,078,3454,640,956
VALUE OF RESTRICTED
STOCK GRANTED IN 2021
VALUE OF SPSs GRANTED IN 2021
NAME
GRANT DATE
FAIR VALUE
($)
GRANT DATE
FAIR VALUE
($)
AT HIGHEST
PERFORMANCE
ACHIEVEMENT*
($)
David M. Cordani
3,625,193
8,120,192
11,745,278
Brian Evanko
840,020
1,881,645
2,721,665
Nicole S. Jones
833,820
1,867,757
2,701,577
Eric P. Palmer
1,290,069
2,889,755
4,179,824
Timothy C. Wentworth
1,500,021
3,360,046
4,860,067
Matthew G. Manders
1,115,822
2,499,202
3,614,918
 *
The value at the highest performance achievement reflects adjusted income from operations, per share, at 200% of target and projected achievement of total shareholder return relative to Cigna’s SPS performance peer group based on accounting assumptions. Under ASC Topic 718, the vesting condition related to the total shareholder return is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying market condition.
*The value at the highest performance achievement reflects adjusted income from operations per share, at 200% of target and projected achievement of total shareholder return relative to Cigna’s TSR peer group based on accounting assumptions. Under ASC Topic 718, the vesting condition related to the total shareholder return is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying market condition.
Option Awards (Column (f))
RepresentsThe column represents the grant date fair value of option awards made under the LTIP computed in accordance with ASC Topic 718 applying the same model and assumptions as The Cigna Group applies for financial statement reporting purposes, as described in Note 1719 to Cigna’sThe Cigna Group’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 20212023 (disregarding any estimates for forfeitures).
Non-Equity Incentive Plan Compensation (Column (g))
This column reflects performance-based compensation awarded under the EIP.
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 for 2021 table.2023 Table. Information regarding accumulated benefits under the pension plans is also discussed in the narrative to the Pension Benefits for 2021 table.2023 Table. The amounts in this column do not include deferred compensation because we do not provide above marketabove-market earnings to our executive officers. The “†” symbol in the table represents a negative change in pension value. The table below details the net change in present value as of December 31, 2021:
NAME
NET CHANGE TO PRESENT
VALUE($)
David M. Cordani
(66,824)
Brian C. Evanko
(18,179)
Nicole S. Jones
(10,026)
Eric P. Palmer
(20,901)

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COMPENSATION MATTERS
All Other Compensation (Column (i))
This column includes:
Cigna’sThe Cigna Group matching contributions to the NEOs’ accounts under its 401(k) and supplemental 401(k) plans in the following amounts: Mr. Cordani — $85,150;$88,050 Mr. Evanko — $34,727;$47,896; Ms. Eder — $35,714; Ms. Jones — $33,775;$38,957; and Mr. Palmer — $39,677; Mr. Wentworth — $75,963; and Mr. Manders — $60,827;$49,988.
Dividends paid in 2021 on the vesting of restricted stock or restricted stock units in the following amounts: Mr. Cordani — $734; Mr. Evanko — $108; Ms. Jones — $156; Mr. Palmer — $213; Mr. Wentworth — $2,186; and Mr. Manders — $7,454;
Includes payments of $1,250,000 and $2,625,000 to Messrs. Manders and Wentworth, respectively, pursuant to their Retirement Agreements, as described below under “Potential Payments Upon Termination or Change of Control.”
As permitted by SEC rules, weWe have included the perquisites and other personal benefits that we provided to certain NEOs in 2021 where the aggregate amount of such compensation exceeds $10,000. 20212023. 2023 perquisites valued at incremental cost (the cost incurred by The Cigna Group due to the NEO’s personal use or benefit) are as follows:
For Mr. Cordani, perquisites included the use of the corporate aircraft for personal travel ($180,778); fees for financial planning, tax preparation and legal services related to tax and estate planning ($25,317); costs for security system monitoring and maintenance; and costs for personal umbrella liability coverage.
For Ms. Jones, perquisites included fees for financial planning, tax preparation and legal services; costs for security system monitoring and maintenance; and costs for personal umbrella liability coverage.
PAY RATIO
The ratio of our CEO’s total annual compensation to our median employee’s total annual compensation (the CEO Pay Ratio) is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
For our 2021 CEO Pay Ratio, we identified our median employee using our global employee population as of December 31, 2021 and used taxable compensation for the full year as our consistently applied compensation measure, as permitted by SEC rules. We believe this measure reasonably reflects the annual compensation of our employees.
Cigna is a global health services company with employees in over 30 countries. For purposes of the calculation of our 2021 CEO Pay Ratio, on December 31, 2021 our global employee population consisted of 65,805 U.S.corporate aircraft for personal travel ($178,704); fees for financial planning, tax preparation, and 7,916 non-U.S. employees. In accordance with SEC rules, we excluded all employees in the 25 countries with our smallest employee populations, totaling in the aggregate 3,659 employees (approximately 4.96% of our total employee population at December 31, 2021). Employees from the following countries were excluded: Australia (8 employees), Bahrain (3 employees), Belgium (296 employees), Canada (530 employees), Chile (2 employees), China (94 employees), France (4 employees), Germany (5 employees), Hong Kong (426 employees), India (47 employees), Indonesia (298 employees), Italy (4 employees), Kenya (169 employees), Kuwait (1 employee), Lebanon (17 employees), Malaysia (208 employees), Netherlands (8 employees), New Zealand (389 employees), Oman (7 employees), Saudi Arabia (6 employees), Singapore (92 employees), Spain (741 employees), Switzerland (33 employees), Turkey (20 employees)legal services related to tax and United Arab Emirates (251 employees). After excluding employees in these countries, our employee population as of December 31, 2021 consisted of 70,062 employees (including 65,805 employees in the U.S.estate planning ($36,456); costs for security system monitoring and 4,257 employees outside of the U.S.).maintenance; and costs for personal umbrella liability coverage.
We calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. Based on our calculation for 2021, our CEO’s annual total compensation for 2021 was $19,872,266 and our median employee’s annual total compensation for 2021 was $66,917. Accordingly, we estimated our CEO Pay Ratio for 2021 to be 297:1. 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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COMPENSATION MATTERS
GRANTS OF PLAN-BASED AWARDS IN 2021Grants of Plan-Based Awards in 2023
This table provides information about annual incentive targets for 20212023 and grants of plan-based awards made in 20212023 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)
Award Type (c)
All Other Stock Awards: Number of Shares of Stock or Units
(#)
(j)
All Other Option Awards: Number of
Securities Underlying Options
(#)
(k)
Exercise or Base Price of Option Awards
($/Sh)
(l)
Closing Market Price on Date of Grant
($/Sh)
(m)
Grant Date Fair Value of Stock and Option Awards
($)
(n)
Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards
Estimated Future Payouts Under Equity
Incentive Plan Awards
Threshold
($)
(d)
Target
($)
(e)
Max.
($)
(f)
Threshold
(#)
(g)
Target
(#)
(h)
Max.
(#)
(i)
David M. CordaniEIP Target3,000,0006,000,000
2/22/23SPS4,07332,58665,1729,456,159
2/22/23RSG10,8623,200,054
2/22/23Option40,140294.61294.923,200,020
Brian C. EvankoEIP Target1,500,0003,000,000
2/22/23SPS1,1018,80517,6102,555,130
2/22/23RSG4,4031,297,168
2/22/23Option16,268294.61294.921,296,909
Noelle K. EderEIP Target900,0001,800,000
2/22/23SPS7145,70911,4181,656,700
2/22/23RSG2,855841,111
2/22/23Option10,549294.61294.92840,982
Nicole S. JonesEIP Target900,0001,800,000
2/22/23SPS7085,66111,3221,642,770
2/22/23RSG2,831834,041
2/22/23Option10,459294.61294.92833,807
Eric P. PalmerEIP Target1,500,0003,000,000
2/22/23SPS1,32610,60821,2163,078,345
2/22/23RSG5,3041,562,611
2/22/23Option19,600294.61294.921,562,541
90
2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group


ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY INCENTIVE
PLAN AWARDS
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE
PLAN AWARDS
NAME
(a)
GRANT
DATE
(b)
COMMITTEE
APPROVAL
DATE
(c)
AWARD
TYPE
(d)
THRESHOLD
($)
(e)
TARGET
($)
(f)
MAXIMUM
($)
(g)
THRESHOLD
(#)
(h)
TARGET
(#)
(i)
MAXIMUM
(#)
(j)
ALL
OTHER
STOCK
AWARDS:
NUMBER
OF
SHARES
OF
STOCK
OR UNITS
(#)
(k)
ALL OTHER
OPTION
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS
(#)
(l)
EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
($/Sh)
(m)
CLOSING MARKET PRICE ON DATE OF GRANT ($/Sh) (n)
GRANT
DATE
FAIR
MARKET
VALUE
OF
STOCK
AND
OPTION
AWARDS
($)
(o)
COMPENSATION MATTERS
David M. Cordani
EIP Target
3,000,000
6,000,000
2/24/2021
2/24/2021
SPS
5,934
33,911
67,822
8,120,192
2/24/2021
2/24/2021
RSG
16,956
3,625,193
2/24/2021
2/24/2021
Option
80,855
213.8
214.94
3,625,042
Brian C. Evanko
EIP Target
900,000
1,800,000
2/24/2021
2/24/2021
SPS
1,375
7,858
15,716
1,881,645
2/24/2021
2/24/2021
RSG
3,929
840,020
2/24/2021
2/24/2021
Option
18,736
213.8
214.94
840,007
Nicole S. Jones
EIP Target
850,000
1,700,000
2/24/2021
2/24/2021
SPS
1,365
7,800
15,600
1,867,757
2/24/2021
2/24/2021
RSG
3,900
833,820
2/24/2021
2/24/2021
Option
18,597
213.8
214.94
833,775
Eric P. Palmer
EIP Target
950,000
1,900,000
2/24/2021
2/24/2021
SPS
2,112
12,068
24,136
2,889,755
2/24/2021
2/24/2021
RSG
6,034
1,290,069
2/24/2021
2/24/2021
Option
28,773
213.8
214.94
1,290,005
Timothy C. Wentworth
EIP Target
2,625,000
5,250,000
2/24/2021
2/24/2021
SPS
2,456
14,032
28,064
3,360,047
2/24/2021
2/24/2021
RSG
7,016
1,500,021
2/24/2021
2/24/2021
Option
33,457
213.8
214.94
1,500,006
Matthew G. Manders
EIP Target
1,250,000
2,500,000
2/24/2021
2/24/2021
SPS
1,826
10,437
20,874
2,499,202
2/24/2021
2/24/2021
RSG
5,219
1,115,822
2/24/2021
2/24/2021
Option
24,884
213.8
214.94
1,115,646
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Columns (f)(e) and (g)(f))
Amounts in column (f) represent annual incentive targets for the 20212023 performance period. Individual award values can range from 0% to 200% of target (as reflected in column (g)). The actual amounts earned by each NEO and paid in 20222023 are as follows: Mr. Cordani — $2,700,000;$3,300,000; Mr. Evanko — $900,000;$1,650,000; Ms. Eder — $1,125,000; Ms. Jones — $935,000;$1,035,000; and Mr. Palmer — $1,187,500.$1,650,000.
Estimated Future Payouts Under Equity Incentive Plan Awards (Columns (h)(g), (i)(h) and (j)(i))
Represents SPSs awarded for the 2021–20232023-2025 performance period. The SPS awards are not fully vested until paid in the year following the close of the three-year performance period. The People Resources Committee will determine payout of this SPS award, if any, in 20242026 based on achievement of the three-year performance goals.
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%12.5% of target, which represents the lowest possiblenon-zero level of share payout under these awards, assuming achievement at threshold for adjusted income from operations, per share.relative total shareholder return.

Cigna 2022 Notice of Annual Meeting of Shareholders and Proxy Statement   71

TABLE OF CONTENTS

COMPENSATION MATTERS
All Other Stock Awards (Column (k)(j))
Represents restricted stock awards granted under the LTIP and approved by the People Resources Committee at its February 20212023 meeting as part of each NEO’s long-term incentive award. Restricted stock represented 25% of the long-term incentive awards for executive officers in 2021.2023, excluding Mr. Cordani, whose restricted stock award represented 20% of his total long-term incentive award. These restricted stock awards will vest in three equal annual installments beginning March 1, 2022. Consistent with the terms of the grant agreements, awards granted to Messrs. Manders and Wentworth will continue to vest on the originally scheduled vesting dates, subject to continued compliance with applicable restrictive covenants.2024.
All Other Option Awards (Column (l)(k))
Represents stock option awards granted under the LTIP and approved by the People Resources Committee at its February 20212023 meeting as part of each NEO’s long-term incentive award. Stock options represented 25% of the long-term incentive awards for executive officers in 2021.2023 excluding Mr. Cordani, whose stock option award represented 20% of his total long-term incentive award. These stock options will vest in three equal annual installments beginning March 1, 2022. Consistent with the terms of the grant agreements, awards granted to Messrs. Manders and Wentworth will continue to vest and become exercisable on the originally scheduled vesting dates for those awards, subject to continued compliance with applicable restrictive covenants.2024.
Exercise or Base Price of Option Awards (Column (m)(l))
Pursuant to the LTIP, the stock option exercise price is the average of the high and low trading price of The Cigna Group common stock on the date of the award.
Grant Date Fair Value of Stock and Options Awards (Column (o)(n))
These amounts represent the grant date fair value of equity awards computed in accordance with ASC Topic 718, applying the same model and assumptions The Cigna Group 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 20212023 reflects the probable achievement level based on accounting assumptions 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).

72   The Cigna 2022 Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement
91



TABLE OF CONTENTS

COMPENSATION MATTERS
OUTSTANDING EQUITY AWARDS AT YEAR-END 2021Outstanding Equity Awards at Year-End 2023
This table provides information about unexercised stock options and unvested stock awards (restricted stock and SPSs) held as of December 31, 20212023 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
($)
(d)
OPTION
EXPIRATION
DATE
(e)
NUMBER
OF
SHARES
OR
UNITS
OF
STOCK
THAT
HAVE
NOT
VESTED
(#) (1)
(f)
MARKET
VALUE
OF
SHARES
OR UNITS
OF
STOCK
THAT
HAVE
NOT
VESTED
($)(2)
(g)
EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER
OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT
HAVE
NOT
VESTED (#) (1)
(h)
EQUITY
INCENTIVE
PLAN AWARDS:
MARKET OR
PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS THAT
HAVE NOT
VESTED
($)(2)
(i)
David M.
Cordani
159,388
0
120.8950
2/25/2025
54,007
12,401,627
70,366
16,158,145
142,801
0
139.2200
3/1/2026
119,053
0
149.1350
2/28/2027
93,490
0
197.3500
2/28/2028
42,368
21,185
183.4405
2/27/2029
22,239
44,479
192.0200
2/26/2030
0
80,855
213.8000
2/24/2031
Total
579,339
146,519
54,007
12,401,627
70,366
16,158,145
Brian C.
Evanko
2,877
0
78.0350
2/26/2024
9,364
2,150,255
14,420
3,311,265
5,806
0
120.8950
2/25/2025
6,269
0
139.2200
3/1/2026
5,849
0
149.1350
2/28/2027
6,311
0
197.3500
2/28/2028
5,524
2,762
183.4405
2/27/2029
4,003
8,007
192.0200
2/26/2030
0
18,736
213.8000
2/24/2031
Total
36,639
29,505
9,364
2,150,255
14,420
3,311,265
Nicole S.
Jones
20,342
0
139.2200
3/1/2026
11,769
2,702,515
16,185
3,716,562
17,666
0
149.1350
2/28/2027
14,484
0
197.3500
2/28/2028
8,630
4,316
183.4405
2/27/2029
5,115
10,231
192.0200
2/26/2030
0
18,597
213.8000
2/24/2031
Total
66,237
33,144
11,769
2,702,515
16,185
3,716,562
Eric P.
Palmer
7,967
0
78.0350
2/26/2024
16,781
3,853,421
23,005
5,282,638
6,417
0
120.8950
2/25/2025
6,701
0
139.2200
3/1/2026
6,073
0
149.1350
2/28/2027
17,530
0
197.3500
2/28/2028
12,083
6,042
183.4405
2/27/2029
6,672
13,344
192.0200
2/26/2030
0
28,773
213.8000
2/24/2031
Total
63,443
48,159
16,781
3,853,421
23,005
5,282,638
Timothy C. Wentworth
51,016
0
176.6556
3/4/2025
33,738
7,747,257
29,656
6,809,907
67,283
0
144.8772
3/9/2026
59,095
0
151.4786
5/4/2026
130,477
0
140.8164
3/8/2027
18,830
9,416
183.4405
2/27/2029
9,531
19,063
192.0200
2/26/2030
0
33,457
213.8000
2/24/2031
Total
336,232
61,936
33,738
7,747,257
29,656
6,809,907
Matthew G. Manders
39,038
0
78.0350
2/26/2024
10,641
2,443,493
10,250
2,353,708
30,229
0
120.8950
2/25/2025
34,035
0
139.2200
3/1/2026
28,038
0
149.1350
2/28/2027
18,360
0
183.4405
2/27/2029
18,586
0
192.0200
2/26/2030
0
24,884
213.8000
2/24/2031
Total
168,286
24,884
10,641
2,443,493
10,250
2,353,708
Option AwardsStock 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 Units of Stock that Have Not Vested
(#)(1)
(f)
Market Value of Shares or Units of Stock that Have Not Vested
($)(2)
(g)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested
(#)(1)
(h)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
($)(2)
(i)
David M.
Cordani
142,8010139.22003/1/202660,977$18,259,56370,909$21,233,700
119,0530149.13502/28/2027
93,4900197.35002/28/2028
63,5530183.44052/27/2029
66,7180192.02002/26/2030
53,90326,952213.80002/24/2031
19,09438,190227.02002/23/2032
040,140294.61002/22/2033
Total558,612105,28260,977$18,259,56370,909$21,233,700
Brian C.
Evanko
5,8060120.89502/25/202517,209$5,153,23518,304$5,481,133
6,2690139.22003/1/2026
5,8490149.13502/28/2027
6,3110197.35002/28/2028
8,2860183.44052/27/2029
12,0100192.02002/26/2030
12,4906,246213.80002/24/2031
7,09914,198227.02002/23/2032
016,268294.61002/22/2033
Total64,12036,71217,209$5,153,235.0518,304$5,481,133
Noelle K. Eder6,4080171.38509/14/203012,186$3,649,09812,009$3,596,095
9,3684,684213.80002/24/2031
4,7089,416227.02002/23/2032
010,549294.61002/22/2033
Total20,48424,64912,186$3,649,097.712,009$3,596,095
Nicole S. Jones17,6660149.13502/28/202714,741$4,414,19212,687$3,799,122
14,4840197.35002/28/2028
12,9460183.44052/27/2029
15,3460192.02002/26/2030
12,3986,199213.80002/24/2031
5,25110,502227.02002/23/2032
010,459294.61002/22/2033
Total78,09127,16014,741$4,414,192.4512,687$3,799,122
Eric P. Palmer6,7010139.22003/1/202624,238$7,258,06922,997$6,886,452
6,0730149.13502/28/2027
17,5300197.35002/28/2028
18,1250183.44052/27/2029
20,0160192.02002/26/2030
19,1829,591213.80002/24/2031
9,25918,519227.02002/23/2032
019,600294.61002/22/2033
Total96,88647,71024,238$7,258,069.122,997$6,886,452

92
Cigna 20222024 Notice of Annual Meeting of Shareholders and Proxy Statement 73| The Cigna Group



TABLE OF CONTENTS

COMPENSATION MATTERS
 (1)
The following table shows the vesting dates of stock options, restricted stock and SPSs that have not vested, held as of December 31, 2021 by the NEOs.
NUMBER OF
STOCK
OPTIONS THAT
HAVE NOT
VESTED
(a)
VESTING
DATE
(b)
VESTING
AMOUNT
(c)
NUMBER OF
SHARES
OR UNITS
THAT HAVE
NOT
VESTED (i)
(d)
VESTING
DATE (i)
(e)
VESTING
AMOUNT
(f)
NUMBER OF
EQUITY
INCENTIVE
PLAN
AWARD
SHARES OR
UNITS
THAT HAVE
NOT
VESTED (ii)
(g)
VESTING
DATE (ii)
(h)
VESTING
AMOUNT
(i)
David M. Cordani
21,185
2/27/2022
21,185
18,766
2/25/2022
18,766
70,366
2023
36,455
44,479
2/26/2022
22,239
6,133
2/27/2022
6,133
2024
33,911
2/26/2023
22,240
12,152
2/26/2022
6,076
80,855
3/1/2022
26,951
2/26/2023
6,076
3/1/2023
26,952
16,956
3/1/2022
5,652
3/1/2024
26,952
3/1/2023
5,652
3/1/2024
5,652
Total
146,519
54,007
70,366
Brian C. Evanko
2,762
2/27/2022
2,762
2,447
2/25/2022
2,447
14,420
2023
6,562
8,007
2/26/2022
4,003
800
2/27/2022
800
2024
7,858
2/26/2023
4,004
2,188
2/26/2022
1,094
18,736
3/1/2022
6,245
2/26/2023
1,094
3/1/2023
6,245
3,929
3/1/2022
1,309
3/1/2024
6,246
3/1/2023
1,310
3/1/2024
1,310
Total
29,505
9,364
14,420
Nicole S.
Jones
4,316
2/27/2022
4,316
3,823
2/25/2022
3,823
16,185
2023
8,385
10,231
2/26/2022
5,115
1,250
2/27/2022
1,250
2024
7,800
2/26/2023
5,116
2,796
2/26/2022
1,398
18,597
3/1/2022
6,199
2/26/2023
1,398
3/1/2023
6,199
3,900
3/1/2022
1,300
3/1/2024
6,199
3/1/2023
1,300
3/1/2024
1,300
Total
33,144
11,769
16,185
Eric P.
Palmer
6,042
2/27/2022
6,042
5,352
2/25/2022
5,352
23,005
2023
10,937
13,344
2/26/2022
6,672
1,749
2/27/2022
1,749
2024
12,068
2/26/2023
6,672
3,646
2/26/2022
1,823
28,773
3/1/2022
9,591
2/26/2023
1,823
3/1/2023
9,591
6,034
3/1/2022
2,011
3/1/2024
9,591
3/1/2023
2,011
3/1/2024
2,012
Total
48,159
16,781
23,005
Timothy C. Wentworth
9,416
2/27/2022
9,416
8,341
2/25/2022
8,341
29,656
2023
15,624
19,063
2/26/2022
9,531
10,447
2/4/2022
10,447
2024
14,032
2/26/2023
9,532
2,726
2/27/2022
2,726
33,457
3/1/2022
11,152
5,208
2/26/2022
2,604
3/1/2023
11,152
2/26/2023
2,604
3/1/2024
11,153
7,016
3/1/2022
2,338
3/1/2023
2,339
3/1/2024
2,339
Total
61,936
33,738
29,656
Matthew G. Manders
24,884
3/1/2022
8,294
5,422
2/25/2022
5,422
10,250
2023
6,771
3/1/2023
8,295
5,219
3/1/2022
1,739
2024
3,479
3/1/2024
8,295
3/1/2023
1,740
3/1/2024
1,740
Total
24,884
10,641
10,250
(i)
These columns include unvested restricted stock and SPSs granted for the 2019–2021 performance period. The number of SPSs reported in these columns reflects the shares vested in February 2022 for the SPS 2019–2021 performance period at their actual payout percentage. As of December 31, 2021, the relevant performance conditions had been satisfied, but the awards were not fully vested until payout in February 2022.
COMPENSATION MATTERS
(1)The following table shows the vesting dates of stock options, restricted stock, and SPSs that have not vested, held as of December 31, 2023 by the NEOs.
Number of Stock Options that Have Not Vested
(a)
Vesting
Date
(b)
Vesting
Amount
(c)
Number of Shares or Units that Have Not Vested
(i)
(d)
Vesting
Date
(i)
(e)
Vesting
Amount
(f)
Number of Equity Incentive Plan Award Shares or Units that Have Not Vested
(ii)
(g)
Vesting
Date
(ii)
(h)
Vesting
Amount
(i)
David M. Cordani26,9523/1/202426,95235,9463/1/202435,94670,909202538,323
38,1903/1/202419,0955,6523/1/20245,652202632,586
3/1/202519,0958,5173/1/20244,258
40,1403/1/202413,3803/1/20254,259
3/1/202513,38010,8623/1/20243,620
3/1/202613,3803/1/20253,621
3/1/20263,621
Total105,28260,97770,909
Brian C. Evanko6,2463/1/20246,2468,3293/1/20248,32918,30420259,499
14,1983/1/20247,0991,3103/1/20241,31020268,805
3/1/20257,0993,1673/1/20241,583
16,2683/1/20245,4223/1/20251,584
3/1/20255,4234,4033/1/20241,467
3/1/20265,4233/1/20251,468
3/1/20261,468
Total36,71217,20918,304
Noelle K. Eder4,6843/1/20244,6846,2483/1/20246,24812,00920256,300
9,4163/1/20244,7089833/1/202498320265,709
3/1/20254,7082,1003/1/20241,050
10,5493/1/20243,5163/1/20251,050
3/1/20253,5162,8553/1/2024951
3/1/20263,5173/1/2025952
3/1/2026952
Total24,64912,18612,009
Nicole S. Jones6,1993/1/20246,1998,2683/1/20248,26812,68720257,026
10,5023/1/20245,2511,3003/1/20241,30020265,661
3/1/20255,2512,3423/1/20241,171
10,4593/1/20243,4863/1/20251,171
3/1/20253,4862,8313/1/2024943
3/1/20263,4873/1/2025944
3/1/2026944
Total27,16014,74112,687
Eric P. Palmer9,5913/1/20249,59112,7923/1/202412,79222,997202512,389
18,5193/1/20249,2592,0123/1/20242,012202610,608
3/1/20259,2604,1303/1/20242,065
19,6003/1/20246,5333/1/20252,065
3/1/20256,5335,3043/1/20241,768
3/1/20266,5343/1/20251,768
3/1/20261,768
Total47,71024,23822,997
i.These columns include unvested restricted stock and SPSs granted for the 2021–2023 performance period. The number of SPSs reported in these columns reflects the shares vested in March 2024 for the 2021–2023 performance period at their actual payout percentage. As of December 31, 2023, the relevant performance conditions had been satisfied, but the awards were not fully vested until payout in March 2024.

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ii.These columns include unvested SPSs granted for the 2022–2024 and 2023-2025 performance periods. The SPS awards are not fully vested until paid in the year following the close of the three-year performance period. The People Resources Committee determines payout, if any, in the year of vesting based on achievement of three-year performance goals. It is not possible to determine SPS award vesting amounts until the end of the three-year performance period. Notwithstanding this, the SPS amounts reported in these columns assumes that each of the performance measures is achieved at target (100%). Because payment will be made in The Cigna Group common stock, the actual value will be based on The Cigna Group’s common stock price at the time of payment.
(ii)
These columns include unvested SPSs granted for the 2020–2022 and 2021–(2) Based on the closing price of the Company’s common stock on December 29, 2023 ($299.45).
Option Exercises and Stock Vested in 2023 performance periods. The SPS awards are not fully vested until paid in the year following the close of the three-year performance period. The People Resources Committee determines payout, if any, in the year of vesting based on achievement of three-year performance goals. It is not possible to determine whether SPS awards will vest until the end of the three-year performance period. Notwithstanding this, the SPS amounts reported in these columns assumes that each of the performance measures is achieved at target (100%). Because payment will be made in Cigna common stock, the actual value will be based on Cigna’s common stock price at the time of payment.
 (2)
Based on the closing price of the Company’s common stock on December 31, 2021 ($229.63).
OPTION EXERCISES AND STOCK VESTED IN 2021
This table provides information about the number of shares of The Cigna Group common stock acquired and value realized by the NEOs upon exercise of stock options and the vesting of restricted stock RSUs and SPS awards during 2021.2023. No SPSs awarded for the 2019–2021, 2020–20222021-2023, 2022-2024, or 2021–20232023-2025 performance periods vested in 2021.2023.
OPTION AWARDS
STOCK AWARDS
Name
(a)
NUMBER OF
SHARES ACQUIRED
ON EXERCISE
(#)
(b)
VALUE REALIZED
UPON EXERCISE
($)
(c)(1)
NUMBER OF
SHARES ACQUIRED
ON VESTING
(#)
(d)
VALUE REALIZED
UPON VESTING
($)
(e)(1)
David M. Cordani
436,286
77,723,265
42,612(2)(3)
8,961,730
Brian C. Evanko
3,946(2)(3)
829,883
Nicole S. Jones
33,734
4,499,158
7,356(2)(3)
1,547,040
Eric P. Palmer
9,273(2)(3)
1,950,205
Timothy C. Wentworth
20,687
3,143,032
44,293(2)(3)(4)
9,312,292(4)
Matthew G. Manders
16,331(2)(3)
3,485,085
 (1)
Value realized upon exercise of option awards is calculated by multiplying the number of shares acquired upon exercise by the difference between the market price at the time of the transaction and the option’s exercise price. For stock awards, other than as described in footnote 4, the value realized upon vesting is calculated by multiplying the number of shares acquired upon vesting by the market value per share of Cigna common stock. The market value is calculated, consistent with the LTIP definition of fair market value per share, as the average of the high and the low trading price per share of Cigna common stock on the applicable vesting date (or on the most recent previous trading day if the vesting date occurred on a non-trading day).
 (2)
Option AwardsStock Awards
Name
(a)
Number of Shares Acquired on Exercise
(#)
(b)
Value Realized
Upon Exercise
($)
(c)(1)
Number of Shares Acquired on Vesting
(#)
(d)
Value Realized
Upon Vesting
($)
(e)(1)
David M. Cordani
53,535(2)(3)
15,705,879
Brian C. Evanko2,877634,387
10,746(2)(3)
3,148,252
Noelle K. Eder
9.387(2)(3)
2,735,090
Nicole S. Jones
12,506(2)(3)
3,668,206
Eric P. Palmer
17,164(2)(3)
5,031,163
(1)Value realized upon exercise of option awards is calculated by multiplying the number of shares acquired upon exercise by the difference between the market price at the time of the transaction and the option’s exercise price. For stock awards, the value realized upon vesting is calculated by multiplying the number of shares acquired upon vesting by the market value per share of The Cigna Group common stock. The market value is calculated, consistent with the LTIP definition of fair market value per share, as the average of the high and the low trading price per share of The Cigna Group common stock on the applicable vesting date (or on the most recent previous trading day if the vesting date occurred on a non-trading day).
(2)Includes the vesting on February 26, 2021 of 2018–2020 SPS awards as follows: Mr. Cordani — 30,403; Mr. Evanko — 2,053; Ms. Jones — 4,710; Mr. Palmer — 5,701; Mr. Wentworth — 15,670; and Mr. Manders — 5,357. The market value on February 26, 2021 was $210.31 per share.
 (3)
Includes the following restricted share vesting events:
February 4, 2021 – 10,446 shares for24, 2023 of 2020-2022 SPS awards as follows: Mr. Wentworth.Cordani — 37,549; Mr. Evanko — 6,759; Ms. Eder — 5,410; Ms. Jones — 8,637; and Mr. Palmer — 11,265. The market value on February 4, 202124, 2023 was $210.53$294.27 per share.share
(3)Includes the following restricted share vesting events:
February 26, 202124, 2023 – shares vested as follows: Mr. Cordani — 6,076;6,076 shares; Mr. Evanko — 1,093;1,094 shares; Ms. Jones — 1,397;1,398 shares; and Mr. Palmer — 1,823; Mr. Wentworth — 2,604; and Mr. Manders — 1,692.1,823 shares. The market value on February 26, 202124, 2023 was $210.31$294.27 per share.
February 27, 2021March 1, 2023 – shares vested as follows: Mr. Cordani — 6,133;9,910 shares; Mr. Evanko — 800;2,893 shares; Ms. Jones — 1,249;2,471 shares; Mr. Palmer — 1,749; Mr. Wentworth4,076 shares; and Ms. Eder2,726; and Mr. Manders — 1,772.2,032 shares. The market value on February 26, 2021, the last trading day before the vesting date,March 1, 2023 was $210.31$289.44 per share.
November 19, 2021September 14, 20232,3521,945 shares for Mr. Manders.Ms. Eder. The market value on November 19, 2021September 14, 2023 was $213.65$285.32 per share.
December 17, 2021 – 5,158 shares for Mr. Manders. The market value on December 17, 2021 was $218.58 per share
 (4)
Includes the vesting of 12,847 RSUs on February 28, 2021 for Mr. Wentworth. The market value on February 26, 2021, the last trading day before the vesting date, was $209.90. Mr. Wentworth’s RSU awards were granted under the Express Scripts Long-Term Incentive Plan. The market value for the transactions is equal to the closing price of Cigna common stock on the applicable vesting date, or the most previous business day if the vesting date occurred on a non-business day.

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COMPENSATION MATTERS
PENSION BENEFITS FOR 2021Pension Benefits for 2023
This table shows the present value as of December 31, 20212023 of the estimated pension benefits payable upon retirement at age 65 to each of the NEOs thatwho participate in a pension plan. The amounts shown are present values and not necessarily the actual amounts that will be paid to the NEOs because those amounts will not be known until the pension benefits become payable.
Name
(a)
Plan Name
(b)
Number of Years Credited Service
#
(c)(1)
Present Value of Accumulated Benefit
($)
(d)(2)
Payments During the Last Fiscal Year
($)
(e)
David M. CordaniCigna Pension Plan (Part A)1821,332
Cigna Pension Plan (Part B)18348,774
Cigna Supplemental Pension Plan18194,502
Cigna Supplemental Pension Plan of 200518636,465
Brian C. EvankoCigna Pension Plan (Part B)12145,656
Cigna Supplemental Pension Plan of 2005123,044
Nicole S. JonesCigna Pension Plan (Part B)355,835
Cigna Supplemental Pension Plan of 2005355,934
Eric P. PalmerCigna Pension Plan (Part B)11152,651
Cigna Supplemental Pension Plan of 20051111,280
NAME
(a)
PLAN NAME
(b)
NUMBER OF
YEARS
CREDITED
SERVICE
# (c)(1)
PRESENT VALUE
OF
ACCUMULATED
BENEFIT
($)
(d)(2)
PAYMENTS
DURING THE
LAST
FISCAL YEAR
($)
(e)
David M. Cordani
Cigna Pension Plan (Part A)
18
42,571
Cigna Pension Plan (Part B)
18
385,095
Cigna Supplemental Pension Plan
18
225,298
Cigna Supplemental Pension Plan of 2005
18
746,457
Brian C. Evanko
Cigna Pension Plan (Part B)
12
200,990
Cigna Supplemental Pension Plan of 2005
12
4,578
Nicole S. Jones
Cigna Pension Plan (Part B)
3
67,424
Cigna Supplemental Pension Plan of 2005
3
72,457
Eric P. Palmer
Cigna Pension Plan (Part B)
11
211,031
Cigna Supplemental Pension Plan of 2005
11
16,962
Timothy C. Wentworth
Medco Health Solutions, Inc. Cash Balance Retirement Plan
13
116,219
Matthew G. Manders
Cigna Pension Plan (Part B)
23
1,421,868
 (1)
Mr. Cordani, Mr. Evanko, Ms. Jones, Mr. Palmer, and Mr. Manders have not received additional credited years of service under the Cigna Pension Plan, Cigna Supplemental Pension Plan and the Cigna Supplemental Pension Plan of 2005 since 2009, when such plans were frozen. Mr. Wentworth has not received additional credited years of service under the Medco Health Solutions, Inc. Cash Balance Retirement Plan since 2011, when such plan was frozen.
 (2)
Assumptions used in the calculations of the amounts in this column are included in Note 16 to our audited financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K. The actuarial present values of the prior period benefits were, in part, computed as a projected lump sum payout payable at normal retirement age (age 65) which was then discounted to the present value as of December 31, 2021 using the same assumptions as those used for financial reporting purposes. The assumptions are interest discount rates of 2.83% for the Cigna Pension Plan and 2.51% for the Cigna Supplemental Pension Plan and the Cigna Supplemental Pension Plan of 2005, and the PRI-2012 White Collar Table with Improvement Scale MP 2021 on a generational basis for those plans.
(1)Mr. Cordani, Mr. Evanko, Ms. Jones, and Mr. Palmer have not received additional credited years of service under the Cigna Pension Plan, Cigna Supplemental Pension Plan and the Cigna Supplemental Pension Plan of 2005 since 2009, when such plans were frozen.
(2)Assumptions used in the calculations of the amounts in this column are included in Note 18 to our audited financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K. The actuarial present values of the prior period benefits were, in part, computed as a projected lump sum payout payable at normal retirement age (age 65), which was then discounted to the present value as of December 31, 2023 using the same assumptions as those used for financial reporting purposes. The assumptions are interest discount rates of 5.11% for the Cigna Pension Plan and 5.09% for the Cigna Supplemental Pension Plan and the Cigna Supplemental Pension Plan of 2005, and the PRI-2012 White Collar Table with Improvement Scale MP 2021 on a generational basis for those plans.
Cigna Pension Plan
The Cigna Pension Plan (CPP), a tax-qualified plan, was frozen effective July 1, 2009, and does not cover employees hired after that date. From 2000 to July 2009, the CPP covered all U.S. basedU.S.-based full-time employees, including the NEOs serving during that time. The Cigna Group makes all the contributions necessary to fund CPP benefits for deposit into a trust fund. The annual contributions meet or exceed the amount required to meet the applicable minimum funding requirements. Benefits are payable only after the termination of an employee’s service with Cigna.The Cigna Group.
The CPP consists of Parts A and B, as described below. Part A covered certain employees hired before 1989, while Part B covered all other eligible U.S. employees. The CPP’s benefit formulas applied equally to NEOs and other employees. CPP benefits are based on an employee’s years of credited service and eligible earnings.
“Credited service” is generally the period of an employee’s service with a company of The Cigna companyGroup while the individual participated in the CPP. An employee received credit for one year of credited service for any calendar year in which the employee was credited with at least 1,000 hours of service. No employee has received credit for any service after 2009.
“Eligible earnings” include base salary and annual incentive pay, but not payments under any long-term incentive compensation plans. Earnings after July 1, 2009 are not eligible earnings.

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Part A
For credited service before April 1, 2008, Part A provides an annual retirement benefit stated in terms of a single life annuity payable at age 65. That annual benefit equals:
the employee’s years of credited service (up to a maximum of 30 years);
multiplied by 2% of the higher of the employee’s average annual eligible earnings over (a) the final 36 months of service, and (b) the three consecutive calendar years with the highest eligible earnings; and
minus an offset equal to approximately half of the employee’s annual Social Security benefits.
On March 31, 2008, this formula was frozen so that credited service after March 31, 2008 and eligible earnings after July 1, 2009 are not counted.
Part A benefits under the frozen formula are generally payable only in annuity form as early as age 55. An actuarial reduction applies if benefit payments begin before age 65. All Part A participants are 100% vested.
Effective April 1, 2008, The Cigna Group adopted a new cash balance formula under Part A. For credited service on or after April 1, 2008, the plan provides a retirement benefit stated as a lump sum hypothetical account balance. That account balance equals the sum of (1) the employee’s accumulated annual benefit credits and (2) quarterly interest credits.
For each year that an employee earned a year of credited service, the employee’s account received annual benefit credits equal to a percentage of eligible earnings: 8% for 2008 eligible earnings after March 31, 2008; 9% for 2009 eligible earnings through July 1, 2009; and 3% once an employee has 30 years of credited service.
On the last day of each calendar quarter until an employee’s benefit is paid, the employee’s account also receives interest credits, which are based on an annual rate equal to the lesser of 9% or the yield on the five-year U.S. Treasury Constant Maturity Notes for the month of November of the preceding calendar year, plus 25 basis points. However, the annual rate will not be less than 4.5%.
The hypothetical account balance is payable as early as an employee’s termination of employment. Payments may be made in annuity form or lump sum, at the employee’s election, subject to the terms of the CPP.
Part B
Part B provides a retirement benefit stated as a lump sum hypothetical account balance similar to the Part A cash balance benefit described above. However:
Annual Part B benefit credits range from 3% to 8.5% of eligible earnings, based on the employee’s age and accumulated years of credited service.
Effective July 1, 2009, when the Plan was frozen, any Part B participant employed by The Cigna Group on April 1, 2009 became 100% vested.
Cigna Supplemental Pension Plan and Cigna Supplemental Pension Plan of 2005
The Cigna Supplemental Pension Plan (CSPP), an unfunded, nonqualified plan, was frozen effective December 31, 2004, and replaced with the Cigna Supplemental Pension Plan of 2005 (CSPP 2005), also an unfunded, nonqualified plan, which was frozen effective July 1, 2009.
The CSPP provides an additional pension benefit to any employee whose CPP benefit is limited by one or more federal income tax laws, including limitations on compensation recognition, limitations on retirement benefits amounts, and an exclusion from eligible earnings of any compensation deferred under a nonqualified deferred compensation arrangement. The additional benefit equals the amount by which those limits reduce the pension benefit an employee would otherwise receive under the CPP. The same plan provisions, including the definitions of service and earnings, apply equally to all employees with compensation above the qualified plan limits, including the NEOs.
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COMPENSATION MATTERS
In calculating CSPP benefits, the above limits are ignored; otherwise, the regular CSPP formulas and other terms and conditions apply. CSPP benefits are paid in the year after an employee reaches age 55 or separates from service with The Cigna Group, whichever is later. Pre-2005 benefits are ordinarily paid in a lump sum, based on the rules of the CSPP, but an employee who makes a timely election in compliance with applicable tax law may have all or part of the benefit that was earned and vested before 2005 paid in equivalent monthly installments. Any lump sum more than $100,000 is payable in two installments, with the second installment paid one year after the first. Supplemental pension plan benefits earned after 2004 are covered under the CSPP 2005, which provides only for payments in a lump sum in the year after an employee separates from service or reaches age 55, whichever is later.


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COMPENSATION MATTERS
Medco Health Solutions, Inc. Cash Balance Retirement Plan
The Medco Health Solutions, Inc. Cash Balance Retirement Plan (Medco Plan) was frozen on February 28, 2011. Benefits earned under this plan have been determined based on base pay through February 28, 2011. Participants have a hypothetical account balance similar to participants in the Cigna pension plans with a Part A or Part B cash balance accounts. Prior to February 28, 2011, on the last day of each year in which an employee had 1,000 hours of service, their cash balance account was credited with a hypothetical amount based on their eligible base pay and years of service with a Medco entity. Benefit credits were deposited as follows:
For 10 or fewer “years of service” as of the prior December 31, benefit credits were 3.5% of “base pay” subject to the IRS earnings limit.
For more than 10 “years of service” as of the prior December 31, benefit credits were 4.5% of “base pay” subject to the IRS earnings limit.
“Base pay” includes annual base salary rate, before any deductions, taxes, or contributions elected as of January 1 of each calendar year.
Cash balance accounts continue to earn interest credits on the last day of each plan year. The amount of the credit is equal to the value of the account as of the beginning of that plan year multiplied by the average rate of interest of the one-year Treasury BillsNonqualified Deferred Compensation for the month of November of the previous calendar year. Distributions of vested account balances from the Medco Plan are paid out automatically six months following termination of employment.
NONQUALIFIED DEFERRED COMPENSATION FOR 20212023
This table provides information about the contributions, earnings and balances for the NEOs under deferred compensation plans as of and for the year ended December 31, 2021.2023.
NAME
(a)
PLAN NAME
(b)
EXECUTIVE
CONTRIBUTIONS
IN LAST FY
($)
(c)
REGISTRANT
CONTRIBUTIONS
IN LAST FY(1)
($)
(d)
AGGREGATE EARNINGS
IN LAST FY
($)
(e)
AGGREGATE
WITHDRAWAL/
DISTRIBUTIONS
($)
(f)
AGGREGATE
BALANCE
AT LAST FYE
($)
(g)(2)
David M. Cordani
Cigna Deferred Compensation Plan
67,298
729,822
Supplemental 401(k)
70,650(3)
17,918
740,244
Brian C. Evanko
Supplemental 401(k)
20,227(3)
2,093
98,443
Nicole S. Jones
Supplemental 401(k)
19,275(3)
4,422
184,515
Eric P. Palmer
Cigna Deferred Compensation Plan
17,267
198,677
Supplemental 401(k)
25,177(3)
3,506
156,224
Timothy C. Wentworth
Express Scripts Executive Deferred Compensation Plan
831,509
13,227,034
Supplemental 401(k)
61,463(3)
1,727
126,151
Matthew G. Manders
Supplemental 401(k)
46,327(3)
997
83,617
 (1)
Cigna’s contributions to the Supplemental 401(k) Plan are included in the 2021 Summary Compensation Table.
 (2)
Amounts contributed by a NEO and by the Company in prior years have been reported in the Summary Compensation Tables in the previously filed proxy statements in the year earned to the extent such person was a named executive officer for purposes of the SEC’s executive compensation disclosure.
 (3)
Includes a contribution made to the NEO under the Cigna Supplemental 401(k) Plan in 2022 with respect to 2021 compensation.
Name
(a)
Plan Name
(b)
Executive Contributions in Last FY
($)
(c)
Registrant Contributions in Last FY(1)
($)
(d)
Aggregate Earnings in Last FY
($)
(e)
Aggregate Withdrawal/Distributions ($)
(f)
Aggregate Balance at Last FYE
($)
(g)(2)
David M. CordaniCigna Deferred Compensation Plan(85,848)984,462
Supplemental 401(k)
71,550(3)
24,101908,200
Brian C. EvankoSupplemental 401(k)
31,396(3)
3,582155,755
Noelle K. EderSupplemental 401(k)
19,214(3)
80447,141
Nicole S. JonesSupplemental 401(k)
22,457(3)
6,188237,286
Eric P. PalmerCigna Deferred Compensation Plan(20,988)263,289
Supplemental 401(k)
33,488(3)
5,524225,301
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(1)Cigna’s contributions to the Supplemental 401(k) Plan are included in the “All Other Compensation” column of the 2023 Summary Compensation Table.

(2)Amounts contributed by a NEO and by the Company in prior years have been reported in the Summary Compensation Tables in the previously filed proxy statements in the year earned to the extent such person was a named executive officer for purposes of the SEC’s executive compensation disclosure.

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(3)Includes a contribution made to the NEO under The Cigna Group Supplemental 401(k) Plan in 2023 with respect to 2023 compensation.
COMPENSATION MATTERS
Cigna Deferred Compensation Plan
The Cigna Group credits deferred compensation with hypothetical investment earnings during the deferral period as follows:
Deferred cash compensation is credited with amounts that equal the gains (or losses) on the actual investment options available under theThe Cigna Group 401(k) Plan. The 401(k) Plan investment options include a default fixed income fund with an annual interest rate applicable for 20212023 of 2.75%2.95%, which is not considered an “above market” interest rate as that term is defined by the SEC. The fixed income fund is the only hypothetical investment option available to non-executive employees.
Deferred shares of The Cigna Group common stock are credited with amounts equal to any dividends that are paid on actual shares of The Cigna Group common stock. These hypothetical dividends are treated as deferred cash compensation.
Generally, payments of deferrals after 2004 will be made or will begin during one of the following periods: July of the year following the year of an executive’s separation from service; the 90 day90-day period beginning January 1 of the year following the year of an executive’s death; or a date specified by the officer or by Cigna.The Cigna Group. Deferred compensation balances represent a general unsecured and unfunded obligation of Cigna.The Cigna Group.
Subject to limitations under Cigna’s Securities Transactions andThe Cigna Group’s Insider Trading Policy, (the Insider Trading Policy), executive officers who participate in theThe Cigna Group Deferred Compensation Plan can defer up to 100% of their base salary and annual incentive award and may change their hypothetical investment allocations on deferrals once per quarter.
Express Scripts, Inc. Executive Deferred Compensation Plan
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Future deferrals to the EDCP were frozen effective January 1, 2020. Amounts contributed to the EDCP by the participant are deemed to be invested in the hypothetical investment options selected by the participant from a defined set

COMPENSATION MATTERS
Potential Payments Upon Termination or Change of investment options and a Company stock fund. Contributions made by the Company are allocated as follows: 75% of the contribution is allocated to the participant’s selected hypothetical investment options and 25% is allocated to the Company stock fund. Accounts under the EDCP are deemed to be invested in hypothetical investment options selected by the participant. Hypothetical investment options include a stable value option that provided a 2.75% return in 2021 and a stock fund that related to Cigna common stock. Express Scripts historically made contributions to senior executives’ EDCP account in an amount equal to 6% of such senior executive’s annual cash compensation, with the contributions subject to three-year cliff vesting. When an executive becomes eligible for retirement under the EDCP (minimum age of 55 and a combined age plus years of service with the company of 65), or upon termination due to death or disability (as defined in the EDCP plan), company-provided EDCP contributions vest in full. Upon termination for any reason other than death, disability or retirement, all unvested company-provided EDCP contributions are forfeited. Withdrawals and distributions of vested amounts are made after termination from the Company, either at a fixed time in a lump sum payment or pursuant to a previously specified fixed schedule. For information about the Company’s contribution to Mr. Wentworth’s EDCP account in connection with the closing of the Express Scripts merger and the vesting of such contribution, see “Employment Arrangements and Post-Termination Payments — Retention Arrangements.”
The EDCP does not credit above-market or preferential earnings on nonqualified deferred compensation. Distributions of a participant’s EDCP account, including the Company stock fund as of July 1, 2021, are all made in cash. Distributions from the Company stock fund prior to July 1, 2021 were made in whole shares of our common stock with fractional shares paid in cash.
Executive officers who participated in the EDCP were able to defer up to 50% of their annual base salary and up to 100% of their annual performance-based cash bonus award. Participants in the EDCP may change their hypothetical investment allocations on deferrals at any time, subject to limitations under the Insider Trading Policy.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLControl
The Contingent Payments Table reflects the estimated amount of incremental compensation that would become payable to each of the NEOs under existing plans and arrangements if the NEO’s employment had terminated in certain scenarios on December 31, 2021,29, 2023, the last business day of 2023, given the NEO’s compensation and service levels as of such date and, if applicable, based on our closing stock price on December 31, 202129, 2023 ($229.63299.45 per share).
All change of control benefits are “double-trigger,” which means that they are payable only upon a change of control followed by a qualifying termination of employment. Additionally, in connection with any actual termination of employment or change of control transaction, we may decide to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of the benefits described below, as the People Resources Committee, or for Mr. Cordani, the independent members of the Board, determines appropriate.

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COMPENSATION MATTERS
The actual incremental amounts that would be paid upon a NEO’s termination of employment or in connection with a change of control can be determined only at the time of any such event. The calculation of the hypothetical amounts paid to each of the NEOs in the circumstances described below relies on assumptions used in making the calculations. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than those reported below. Factors that could affect these amounts include the timing during the year of any such event, our stock price, and specific plan terms that govern administration of payments. See also “Employment Arrangements and Post-Termination Payments” in the CD&A for a description of Cigna’sThe Cigna Group’s policies on severance pay.
In calculating the hypothetical payment amounts, we have assumed that: (1) change of control and termination occur as of December 31, 2021;29, 2023; (2) payments of benefits are made in a lump sum on December 31, 202129, 2023 unless otherwise noted; and (3) the value of options would be equal to the value realized upon exercise of those options that accelerate as a result of the applicable event and that were in-the-money as of December 31, 2021.29, 2023. However, the actual exercise date of options is not known and payment dates would vary because of Internal Revenue Code rules relating to deferred compensation.
The table shown below does not include certain non-forfeitable payments or benefits, such as 401(k), supplemental 401(k), vested deferred compensation, pension plans, and the value of previously vested in-the-money options, assuming exercise. In each case, the NEO would, subject to certain limitations, receive these payments or benefits upon termination, including voluntary termination or termination for cause.
Contingent Payment Descriptions
The aggregate amounts in the Contingent Payments Table appear under the following headings:
Severance, which refers to salary continuation upon involuntary termination, or salary continuation upon involuntary termination and change of control for the NEOs.
Annual Incentive, which refers to annual cash incentive awards payable to the NEOs.
Vesting of Previously Awarded Long-Term Incentives, which refers to acceleratedretention and continued vesting of in-the-money options, and/or restricted stock, restricted stock units and SPSs.
Other Benefits, which includes the cost to the Company for outplacement services and/or Company-paid basic life insurance.
Hypothetical payment amounts represent an approximation of the potential payment.
Terms of Mr. Wentworth’s and Mr. Manders’ Retirement Agreements
Mr. Wentworth transitioned to a non-executive officer role on January 1, 2022 and provided services on ongoing projects through his retirement from the Company on February 4, 2022. Mr. Manders retired from the Company on December 17, 2021.
In November 2021, Mr. Wentworth and Mr. Manders entered into retirement agreements with the Company, which are reflective of the terms of the applicable equity awards for retirement vesting and the Committee’s past practices with respect to annual incentive payouts and in recognition of time worked throughout the year. Each of the retirement agreements include customary confidentiality, non-solicitation, non-competition and non-disparagement provisions and both Mr. Wentworth and Mr. Manders entered into release agreements with the Company. The agreements provide for benefits consisting of: (1) the payment of an annual cash incentive for service in 2021 at 100% of their respective annual target; (2) consistent with the terms governing treatment of equity awards upon retirement under the Cigna Long-Term Incentive Plan at the time such awards were made (a) for awards granted prior to December 2020, unvested stock options and restricted stock awards will become vested and exercisable upon retirement; (b) for awards granted in February 2021, unvested stock options and restricted stock awards will continue to vest and become exercisable on the originally scheduled vesting dates for those awards, subject to continued compliance with applicable restrictive covenants; and (c) the payout of previously awarded SPSs for the 2019–2021, 2020–2022, and 2021–2023 performance periods, subject to continued compliance with applicable restrictive covenants, prorated (for 2020–2022 and 2021–2023 SPS awards) based on the number of months that each of Mr. Manders and Mr. Wentworth would have been employed during each 36-month performance period as if their employment continued through December 31, 2021, with the actual number of SPSs issued based on actual performance for the applicable performance period. The estimated aggregate value of these benefits is approximately $14.1 million with respect to Mr. Wentworth, based on a stock price of $221.37 per share, the closing price of Cigna’s common stock on February 4, 2022 and approximately $8.82 million with respect to Mr. Manders, based on a stock price of $219.62 per share, the closing price of Cigna’s common stock on December 17, 2021.

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Mr. Wentworth and Mr. Manders have each also entered into an Advisory Services Agreement with the Company, pursuant to which each will, as requested by the Company, provide advice and counsel to senior management on business planning and strategy. During the term of the agreement, each will be paid $10,000 per day for each day during which he performs advisory services. The Advisory Services Agreements expire on December 31, 2022.
CONTINGENT PAYMENTS
All Actions Assume a December 31, 2021 Termination Date
INVOLUNTARY
TERMINATION
NOT FOR
CAUSE
($)
(a)
TERMINATION
UPON A
CHANGE OF
CONTROL
($)
(b)
EARLY
RETIREMENT
OR
RETIREMENT
($)
(c)
TERMINATION
UPON
DEATH OR
DISABILITY
($)
(d)
David M. Cordani
Severance
9,000,000
15,000,000
Annual Incentive
3,000,000
3,000,000
3,000,000
Vesting of Previously Awarded Long-Term Incentives
14,792,684
37,792,095
28,649,836
36,631,545
Other Benefits
40,963
40,963
TOTAL
26,833,647
55,833,058
31,649,836
36,631,545
Brian C. Evanko
Severance
2,550,000
5,100,000
Annual Incentive
900,000
900,000
Vesting of Previously Awarded Long-Term Incentives
2,214,256
6,906,720
6,726,690
Other Benefits
40,963
40,963
TOTAL
5,705,219
12,947,683
6,726,690
Nicole S. Jones
Severance
2,400,000
4,800,000
Annual Incentive
850,000
850,000
Vesting of Previously Awarded Long-Term Incentives
3,117,745
8,392,715
8,141,040
Other Benefits
40,963
40,963
TOTAL
6,408,708
14,083,678
8,141,040
Eric P. Palmer
Severance
2,850,000
5,910,000
Annual Incentive
950,000
950,000
Vesting of Previously Awarded Long-Term Incentives
4,373,598
11,892,861
11,553,238
Other Benefits
40,963
40,963
TOTAL
8,214,561
18,793,824
11,553,238

COMPENSATION MATTERS
Contingent Payments
All Actions Assume a December 29, 2023 Termination Date
Involuntary Termination Not for Cause
($)
(a)
Termination Upon a Change of Control
($)
(b)
Early Retirement or Retirement
($)
(c)
Termination Upon Death or Disability
($)
(d)
David M. Cordani
Severance9,000,00015,300,00000
Annual Incentive3,000,0003,000,0003,000,0000
Vesting of Previously Awarded Long-Term Incentives17,962,45644,152,70033,822,27444,152,700
Other Benefits38,77038,77000
TOTAL30,001,22662,491,47036,822,27444,152,700
Brian C. Evanko
Severance3,675,0007,350,00000
Annual Incentive1,500,0001,500,00000
Vesting of Previously Awarded Long-Term Incentives4,734,07312,135,395012,135,395
Other Benefits38,77038,77000
TOTAL9,947,84321,024,165012,135,395
Noelle K. Eder
Severance2,625,0005,250,00000
Annual Incentive900,000900,00000
Vesting of Previously Awarded Long-Term Incentives3,417,7208,273,43008,273,430
Other Benefits38,77038,77000
TOTAL6,981,49014,462,20008,273,430
Nicole S. Jones
Severance2,625,0005,610,00000
Annual Incentive900,000900,00000
Vesting of Previously Awarded Long-Term Incentives4,286,1799,415,39809,415,398
Other Benefits38,77038,77000
TOTAL7,849,94915,964,16809,415,398
Eric P. Palmer
Severance3,750,0007,687,50000
Annual Incentive1,500,0001,500,00000
Vesting of Previously Awarded Long-Term Incentives6,887,76616,185,383016,185,383
Other Benefits38,77038,77000
TOTAL12,176,53625,411,653016,185,383

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Involuntary Termination not for Cause (Column (a))
Pursuant to the Executive Severance Benefits Plan, upon a termination of employment without cause (not including by reason of death or disability), executive officers would receive:receive the following:
TheIn the case of the CEO, would receive base pay for 104 weeks plus 200% of his current EIP target andtarget; in the case of each other executive officer, would receive base pay for 78 weeks plus 150% of such executive officer’s current EIP target;target.
A payment equal to the executive officer’s pro-ratedprorated EIP target for the year of termination and, if the separation date occurs before the payment of the annual incentive for the preceding year, an amount equal to the executive officer’s EIP target;target.
Six months of outplacement services paid by the Company. For purposes of this estimate, a cost of $15,000 for outplacement services was used; and
A COBRA subsidy equal to the cost of the Company’s contributions for active medical coverage for up to 18 months.
Beginning with equity awards granted in February 2021, stockStock options, restricted stock, and SPS awards that are scheduled to vest within 12 months of an involuntary termination not for cause will continue to vest, and SPSs will be paid out based on actual performance. Awards that are not scheduled to vest within 12 months of the termination date would be forfeited. For purposes of this estimate we have assumed that equity awards granted before February 2021 will be treated in the same manner. Such treatment would have to be approved by People Resources Committee. For stock options, the value shown was determined by subtracting the exercise price from the closing price of The Cigna Group common stock on December 31, 202129, 2023 ($229.63)299.45). For restricted stock and SPS awards, the value represents the number of shares of restricted stock or SPSs (at target performance) multiplied by the closing price of Cigna’sThe Cigna Group’s common stock on December 31, 2021.29, 2023.
Six months of outplacement services paid by the Company. For purposes of this estimate, a cost of $15,000 for outplacement services was used.
A COBRA subsidy equal to the cost of the Company’s contributions for active medical coverage for up to 18 months.
Receipt of any payments or benefits under the Executive Severance Benefits Plan requires that the executive comply with any non-disclosure, non-competition, non-solicitation, and cooperation agreements entered into with the Company and execute a separation and release of claims agreement. If an executive fails to comply with any terms of the plan, including the aforementioned restrictive covenants, the Company may require repayment of any benefits received by the executive and any payments or benefits not yet received will be forfeited.
Termination upon a Change of Control (Column (b))
The payments and benefits discussed are hypothetical and contingent in nature. However, if a change of control were to occur, executive officers who are terminated (other than as the result of conviction of a felony involving fraud or dishonesty directed against Cigna)The Cigna Group) within two years after a change of control would be entitled to the following payments and benefits:
156 weeks of pay, at the base salary rate in effect at termination;termination.
Three-times the higher of the executive’s last annual incentive payout and the amount of the executive’s annual incentive target immediately before the change of control;control.
A prorated portion of his or her annual incentive target for the year in which termination occurs;occurs.
The numberPayout of all outstanding SPSs granted prior to 2021 would be multiplied bybased on 100% of the higher of: 100%; the vesting percentage from the preceding performance period; and the average vesting percentage for the last two performance periods. For purposes of this estimate, a vesting percentage of 106.9% of target was used. The number of outstanding SPSs granted beginning with the 2021–2023 performance period would be multiplied by 100%.applicable award. The value shown for each NEO represents the number of SPSs estimated to vest multiplied by $229.63,$299.45, the closing price of The Cigna Group common stock on December 31, 2021;29, 2023.
Unvested stock options and restricted stock awards would vest. Options granted prior to 2021 would expire on the earlier of the original expiration date or three months after the termination date. Options granted beginning in 2021 would expire on the earlier of the original expiration date or three years after the termination date;date.
Six months of outplacement services paid by the Company. For purposes of this estimate, a cost of $15,000 for outplacement services was used; andused.
A COBRA subsidy equal to the cost of the Company’s contributions for active medical coverage for up to 18 months.
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If, within two years after a change of control, any of the following changes affect an executive officer and the executive officer then resigns following written notification to The Cigna Group, the resignation will be treated as a termination upon a change of control: any reduction in compensation,compensation; any material reduction in authority, duties, or responsibilities,responsibilities; or a relocation of the executive’s office more than 35 miles from its location on the date of the change of control.
Our LTIP and Executive Severance Benefits Plan provide that if any portion of the change of control benefits paid to an executive officer would be subject to an excise tax, then either (1) the executive will receive the full amount of the benefits and will pay any resulting excise tax or (2) the change of control benefits will be reduced enough to avoid the excise tax entirely, whichever alternative provides the executive with the greater amount of after-tax benefits. Based on our assumptions and calculations, no excise tax would be due under the scenario set forth in the table above.

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COMPENSATION MATTERS
Early Retirement or Retirement (Column (c))
On December 31, 2021,29, 2023, of the NEOs serving as executive officers, only Mr. Cordani was eligible for early retirement or retirement benefits.
Upon early retirement (on or after age 55 and at least five years of service) or retirement (on or after age 65 and at least five years of service), the amount of any benefits or payments to a NEO is subject to the discretion of the People Resources Committee and/or the terms of any agreement executed by the Company and the retiring NEO that has been approved by the Committee. From the range of possible decisions the People Resources Committee may make about payments and benefits, a reasonable assumption of payments or benefits that a NEO would receive upon retirement include:
A prorated portion of that individual’s annual incentive target; and
VestingSubject to the People Resources Committee’s approval:
Payout of a prorated portion of previously awarded SPSs based on 100% of the 2021–2023 SPS award, 67% of the 2022–2024 SPS award, and 33% of the 2023–2025 SPS award;
Continued vesting of any unvested options granted prior to 2021 would be accelerated and theoptions. All outstanding options would become exercisable at retirement and expire on the earlier of the original expiration date or three years after the termination date in the event of an early retirement or expire on the original expiration date in the event of a retirement; and
Subject to the People Resources Committee’s approval:Continued vesting of any restricted stock awards.
Payout of a prorated portion of previously awarded SPSs based on 100% of the 2019–2021 SPS award, 67% of the 2020–2022 SPS award and 33% of the 2021–2023 SPS award;
Vesting of any unvested options granted after 2020 would be accelerated and the options would become exercisable at retirement and expire on the earlier of the original expiration date or three years after the termination date in the event of an early retirement or expire on the original expiration date in the event of a retirement; and
Vesting of any restricted stock awards upon retirement.
Death or Disability (Column (d))
If a NEO dies while still an active employee, certain benefits are available to that individual’s estate or surviving spouse. Restrictions on restricted stock awards would lapse upon death or disability. In addition, vestingVesting of any unvested options would be accelerated and the options would become exercisable and expire on the original expiration date.
Upon death, the NEO’s estate or the surviving spouse Any outstanding SPSs would also receive an immediate payout of 100% of the outstanding SPS awards for the 2019–2021, 2020–20222021-2023, 2022-2024, and 2021-20232023-2025 performance periods. Upon disability,
Pay Ratio
The ratio of our CEO’s total annual compensation to our median employee’s total annual compensation (the CEO Pay Ratio) is a reasonable, good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
For our 2023 CEO Pay Ratio, we identified our median employee using our global employee population as of December 31, 2023 and used taxable compensation for the NEO’s 2019–2021 and 2020–2022 SPS awards would fully vest, but would not be paid out untilfull year as our consistently applied compensation measure, as permitted by SEC rules. We believe this measure reasonably reflects the endannual compensation of our employees.
The Cigna Group is a global health company with employees in 25 countries. For purposes of the performance period.calculation of our 2023 CEO Pay Ratio, on December 31, 2023 our global employee population consisted of 67,761 U.S. and 4,716 non-U.S. employees. In accordance with past practice,SEC rules, we excluded all employees in the estimates assume that22 countries with our smallest employee populations, totaling in the NEO’s estate oraggregate 2,836 employees (approximately 3.9% of our total employee population at December 31, 2023). Employees from the surviving spouse would receive paymentfollowing countries were excluded: Australia (9 employees), Bahrain (4 employees), Belgium (249 employees), Canada (561 employees), Cayman Islands (10 employees), Chile (2 employees), China (28 employees), France (4 employees), Germany (1 employee), Hong Kong (324 employees), India (333 employees), Italy (5 employees), Kenya (302 employees), Kuwait (1 employee), Lebanon (16 employees), Malaysia (425 employees), Netherlands (6 employees), Oman (7 employees), Saudi Arabia (39 employees), Singapore (119 employees), Switzerland (59 employees), and United Arab Emirates (332 employees). After excluding employees in these countries, our employee population as of 100%December 31, 2023 consisted of 69,641 employees (including 67,761 employees in the U.S. and 1,880 employees outside of the outstanding SPS awards. U.S.).
We calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. Based on our calculation for 2023, our CEO’s annual total compensation for 2023 was $21,047,255 and our median employee’s annual total compensation for 2023 was $75,191. Accordingly, we estimated our CEO Pay Ratio for 2023 to be 279.9:1. 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.
Other Compensation Information
The NEOs 2021–2023 SPS award would be immediately paid out.CD&A section of this Proxy Statement sets forth the financial and other factors considered by the People Resources Committee when reviewing and setting the compensation of our CEO, and other named executive officers

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for the 2023 performance year. As required by Item 402(v) (the Rule) of Regulation S-K, the following sets forth information regarding compensation of our principal executive officer (PEO) and our other non-PEO named executive officers. In accordance with the Rule, the discussion below and its related tables include an amount referred to as “compensation actually paid” as defined in Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the revaluation of unvested and outstanding equity awards. In accordance with the Rule, the revaluation of stock and option awards includes, as applicable:
The year-end fair value of the awards granted in the covered fiscal year (i.e., 2023) that are outstanding and unvested as of the end of the covered fiscal year;
The change in fair value from the end of the prior fiscal year (i.e., 2022) to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year;
The fair value, as of the vesting date, of any awards that were granted and vested in the same covered year; and
The change in fair value from the end of the prior fiscal year to the vesting date or forfeiture date with respect to any awards granted in prior years that vested or failed to vest, as applicable, in the covered fiscal year. Stock awards include the dollar amount of accrued dividend equivalents.
Importantly, as of the valuation dates in the table, none of the amounts included in “compensation actually paid” for our PEO and other NEOs relating to stock option and performance share awards have been paid to our PEO or other NEOs. The amounts actually received will depend upon the Company’s performance and the Company’s stock price, including at the time the performance shares are actually delivered and the vested options are actually exercised, as the case may be.


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COMPENSATION MATTERS
Pay Versus Performance
The performance-based orientation of the Company is reflected in the Board’s view that executive compensation should incentivize superior performance, reward executives for the performance achieved, and be strongly aligned with the interests of our long-term shareholders.
As discussed in the CD&A, 93% of Mr. Cordani’s compensation (and 86% of other NEOs’ compensation) is performance-based – the largest component of which is long-term incentive compensation (LTI). In each of 2022 and 2023, the Board weighted the SPS award proportion (i.e., awards paid out in Company stock based on earnings growth and relative shareholder return performance over a three-year period) of Mr. Cordani’s LTI award at 60%, an increase from the 50% that had been awarded in prior years. 50% of the other NEOs’ LTI compensation was comprised of SPS awards in 2023. As a result, the People Resources Committee believes that the rewards and compensation payouts to our NEOs are aligned with our shareholders’ interests.
In 2022, the SEC adopted Pay versus Performance rules requiring that companies disclose how NEOs’ “Compensation Actually Paid” relates to the disclosures in the Summary Compensation Table and to the financial performance of the company.
The disclosure below summarizes the key points demonstrated in the accompanying tables.
Summary Compensation Table Totals Versus Compensation Actually Paid
Cumulative total shareholder return for The Cigna Group for the four-year period referenced in the tables below (2020-2023) was above that of the Standard & Poor’s (S&P) 500 Health Care Index, the peer group used for purposes of this Pay Versus Performance section. As described in the table below, the Compensation Actually Paid to Mr. Cordani and our other NEOs calculated pursuant to the Pay Versus Performance rules for 2023 was lower than the amounts reported in the Summary Compensation Table by 62% and 49%, respectively, driven in large part by our lower total shareholder return in 2023 relative to 2022, a year in which shareholder return for The Cigna Group exceeded 40% and led the health care industry. In 2022, Compensation Actually Paid to Mr. Cordani and our other NEOs exceeded the amounts reported in the Summary Compensation Table by 174% and 144%, respectively, versus 22% and 20% lower than Summary Compensation Table amounts in 2021 and 2020, respectively, for Mr. Cordani, and 27% and 16% lower than Summary Compensation Table amounts in 2021 and 2020, respectively, for our other NEOs.
Mr. Cordani:
Fiscal Year
Summary Compensation
Table Total
Compensation
Actually Paid
Ratio of Compensation Actually Paid to Summary Compensation Table Total
2023$21,047,255$8,153,2580.39
2022$20,965,504$57,388,9942.74
2021$19,872,266$15,448,9060.78
2020$19,929,493$15,872,5370.80
Other NEOs:
Fiscal Year
Summary Compensation
Table Total
Compensation
Actually Paid
Ratio of Compensation Actually Paid to Summary Compensation Table Total
2023$6,801,329$3,521,1330.52
2022$6,346,552$15,496,8622.44
2021$7,164,215$5,232,4980.73
2020$7,075,762$5,955,2950.84
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This is due to the following:
The amounts reported in the Summary Compensation Table are largely based on the grant date fair value of equity compensation awards made during the applicable fiscal year whereas Compensation Actually Paid is based on the fair value of equity awards made during the year valued at year-end, plus any change in the value of prior years’ awards, including awards granted in the applicable reporting year. Thus, Compensation Actually Paid reflects all or portions of four years’ worth of equity awards, while the amounts reported in the Summary Compensation Table are based on only the equity awards granted in the applicable reporting year.
Summary Compensation Table compensation is not affected by annual changes in stock price or the Company’s TSR performance on an absolute or relative basis. As noted in the CD&A, a significant portion of the executive officers’ equity compensation payout is based on the Company’s TSR performance relative to peers. The Company’s TSR underperformed against the peer group in years 2020, 2021, and 2023, leading to annual Compensation Actually Paid values that were lower than their relative Summary Compensation Table values in those fiscal years. By comparison, Company TSR growth was significant in 2022 on an absolute basis and also outperformed the peer group, leading to 2022 Compensation Actually Paid values for the NEOs well above their relative Summary Compensation Table values.
Compensation Actually Paid versus Company TSR and Peer Group TSR
From 2020 through 2023, Mr. Cordani and the other NEOs’ Compensation Actually Paid amounts were generally aligned with the Company’s absolute TSR and its relative TSR as compared to the peer group used for this Pay Versus Performance analysis, namely the S&P 500 Health Care Index. This is due primarily to the Company’s use of equity incentives, which are tied directly to the Company’s stock price and financial performance on an absolute basis and relative to its peers. In addition, 50% of an SPS award’s payout is aligned to relative TSR performance as compared to a custom peer group, which has changed over time and, for awards granted in 2020 and 2021, differs from the broader S&P 500 Health Care Index.
The Company’s TSR underperformed relative to the S&P 500 Health Care Index in 2020 and 2021, leading to annual Compensation Actually Paid values that were lower than their relative Summary Compensation Table values in those fiscal years. In 2022, however, the Company saw significant TSR growth and outperformed the peer group. This stock price growth translated to significantly increased Compensation Actually Paid values for Mr. Cordani and the other NEOs for 2022. The Company’s TSR for 2023 was lower than the Company’s 2022 TSR on an absolute and relative basis, leading to Compensation Actually Paid values that were lower than both the Summary Compensation Table value for 2023 and the 2022 Compensation Actually Paid values.
The graph below compares The Cigna Group cumulative TSR to the S&P 500 Index and the S&P 500 Health Care Index for the five-year period ended December 31, 2023, which we believe provides a more fulsome understanding of the Company’s market performance given the longer time horizon. The stock performance shown in the graph is not intended to forecast or be indicative of future performance.

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COMPENSATION MATTERS
7626
*Assumes that the value of the investment in Cigna common stock and each index was $100 on December 31, 2018 and that all dividends were reinvested.

Compensation Actually Paid versus Net Income
The Company’s annual net income in 2023 was slightly below 2022, primarily driven by the recognition of a loss on the sale of a business. Between 2020 and 2022, Mr. Cordani and other NEOs’ Compensation Actually Paid has generally appreciated, but decreased in 2023. This is due to the following:
the significant emphasis the Company places on equity incentives, which are more sensitive to absolute stock price performance and stock price performance relative to peers; and
the fact that the Company does not use year-over-year changes in net income to determine compensation levels or incentive plan payouts. Instead, adjusted income from operations has been the Company’s income measure of performance in its incentive plans and one of the Company’s most important performance measures for determining compensation.
Compensation Actually Paid versus Adjusted Income from Operations per Share
Similar to the discussion of the relationship between Compensation Actually Paid and Company/Peer Group TSR above, Mr. Cordani and other NEOs’ Compensation Actually Paid amounts are generally aligned with the Company’s adjusted income from operations per share results over the reporting period. Adjusted income from operations per share long-term goals account for 50% of each SPS award’s total payout. Final results for adjusted income from operations per shares in years 2021, 2022, and 2023, relative to internal goals established at the beginning of each SPS award’s performance measurement period, have contributed to the Compensation Actually Paid values for Mr. Cordani and other NEOs seen in 2023. By the end of 2023, all SPS awards granted in years 2021, 2022, and 2023 were trending above their targeted adjusted income from operations per share results.

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Pay Versus Performance Table
Summary
Compensation
Table Total for
Mr. Cordani
($)
Compensation
Actually Paid
to Mr. Cordani
($)
Average
Summary
Compensation
Table Total
for NEOs
(other than
Mr. Cordani)
($)
Average
Compensation
Actually Paid
to NEOs
(other than
Mr. Cordani)
($)
Value of Initial Fixed
$100 Investment
Based On:
Net
Income(2)
(in millions)
($)
Company
-Selected
Measure:
Adjusted
Income from Operations,
per share (3)
($)
Fiscal
Year
Company
TSR
($)
Peer
Group
TSR(1)
($)
(b)(c)(d)(e)(f)(g)(h)(i)
2023$21,047,255$8,153,258$6,801,329$3,521,133154.34143.185,16425.09
2022$20,965,504$57,388,994$6,346,552$15,496,862167.71140.29
6,704(4)
23.36(4)
2021$19,872,266$15,448,906$7,164,215$5,232,498114.34143.09
5,370(4)
20.48(4)
2020$19,929,493$15,872,537$7,075,762$5,955,295101.83113.458,45818.45
(1)Peer Group reflects published data for the S&P 500 Health Care Index.
(2)Reflects “Shareholders’ Net Income” per SEC requirements.
(3)For purposes of this section, we have identified Adjusted Income from Operations, per share as our Company-Selected Measure, the calculation of which is described in our Annual Report on Form 10-K for the year ended December 31, 2023. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A.
(4)Effective January 1, 2023, The Cigna Group adopted amended accounting guidance for long-duration insurance contracts. Fiscal year 2022 and 2021 amounts have been retrospectively adjusted to conform to this new basis of accounting. See Note 2 - Summary of Significant Accounting Policies to The Cigna Group’s consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information.
To calculate the Compensation Actually Paid reflected in the Pay Versus Performance Table above, the following amounts were deducted from and added to the Summary Compensation Table total compensation for each fiscal year:
Mr. Cordani’s Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Fiscal
Year
Salary
($)
Stock
Awards
($)
Bonus &
Non-Equity
Incentive
Comp.
($)
All Other
Comp.
($)
Change in
Pension
Value &
NQDC
Earnings
($)
Summary
Comp.
Table Total
($)
Stock Award
Deductions
from Summary
Comp.
Table Total(1)
($)
Stock Award
Additions to
Summary Comp. Table Total(2)
($)
Comp.
Actually Paid(3)
($)
2023$1,500,000$15,856,233$3,300,000$310,437$80,585$21,047,255$(15,856,233)$2,962,236$8,153,258
2022$1,500,000$15,544,307$3,600,000$321,197$0$20,965,504$(15,544,307)$51,967,797$57,388,994
2021$1,500,000$15,370,427$2,700,000$301,839$0$19,872,266$(15,370,427)$10,947,067$15,448,906
2020$1,500,000$14,560,254$3,500,000$179,341$189,898$19,929,493$(14,560,254)$10,503,298$15,872,537


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COMPENSATION MATTERS
Average NEOs’ (other than Mr. Cordani) Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Fiscal
Year
Salary
($)
Stock
Awards
($)
Bonus &
Non-Equity
Incentive
Comp.
($)
All Other
Comp.
($)
Change in
Pension
Value &
NQDC
Earnings
($)
Summary
Comp.
Table Total
($)
Stock Award
Deductions
from Summary
Comp.
Table Total(1)
($)
Stock Award
Additions to
Summary Comp. Table Total(2)
($)
Comp.
Actually Paid(3)
($)
2023$875,288$4,500,529$1,365,000$50,046$10,466$6,801,329$(4,500,529)$1,220,332$3,521,133
2022$827,549$4,236,986$1,230,625$51,392$0$6,346,552$(4,236,986)$13,387,296$15,496,862
2021$995,385$4,731,519$604,500$829,680$3,131$7,164,215$(4,731,519)$2,799,802$5,232,498
2020$1,001,923$4,503,476$1,470,625$55,835$43,903$7,075,762$(4,503,476)$3,383,009$5,955,295
(1)Represents the grant date fair value of equity-based awards granted each year.
(2)Reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown. The equity component of Compensation Actually Paid for each fiscal year is further detailed in the tables below:

Mr. Cordani’s Compensation Actually Paid Equity Valuation for Each Fiscal Year
2023 Compensation Actually Paid Equity Valuation
Award Type
Fair Value
of Awards
Granted in
Current Year
Outstanding
and Unvested
as of 12/31/2023
($)
Change in
Fair Value of
Outstanding
and Unvested
Prior Year
Awards as of
12/31/2023
($)
Change in
Fair Value of
Awards that
Vested in 2023
($)
Fair Value
of Awards
Forfeited or
Cancelled in
2023
($)
Equity Value in
Compensation
Actually Paid
($)
(a)(b)(c)(d)(e) = (a) + (b) + (c) - (d)
Stock Options$3,106,749$(2,098,800)$(2,374,503)$0$(1,366,555)
Restricted Stock$3,252,626$(451,849)$(640,466)$0$2,160,310
Strategic Perf Shares$8,773,351$(5,212,929)$(1,391,941)$0$2,168,481
Total$15,132,725$(7,763,578)$(4,406,911)$0$2,962,236

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COMPENSATION MATTERS
2022 Compensation Actually Paid Equity Valuation

Award Type
Fair Value
of Awards
Granted in
Current Year
Outstanding
and Unvested
as of 12/31/2022
($)
Change in
Fair Value of
Outstanding
and Unvested
Prior Year
Awards as of
12/31/2022
($)
Change in
Fair Value of
Awards that
Vested in 2022
($)
Fair Value
of Awards
Forfeited or
Cancelled in
2022
($)
Equity Value in
Compensation
Actually Paid
($)
(a)(b)(c)(d)(e) = (a) + (b) + (c) - (d)
Stock Options$7,876,809$6,875,723$444,986$0$15,197,518
Restricted Stock$4,232,869$1,767,720$38,838$0$6,039,426
Strategic Perf Shares$17,751,119$12,979,546$188$0$30,730,853
Total$29,860,797$21,622,989$484,012$0$51,967,797

2021 Compensation Actually Paid Equity Valuation
Award Type
Fair Value
of Awards
Granted in
Current Year
Outstanding
and Unvested
as of 12/31/2021
($)
Change in
Fair Value of
Outstanding
and Unvested
Prior Year
Awards as of
12/31/2021
($)
Change in
Fair Value of
Awards that
Vested in 2021
($)
Fair Value
of Awards
Forfeited or
Cancelled in
2021
($)
Equity Value in
Compensation
Actually Paid
($)
(a)(b)(c)(d)(e) = (a) + (b) + (c) - (d)
Stock Options$4,385,246$382,720$(555,181)$0$4,212,785
Restricted
Stock
$3,893,606$392,213$26,005$0$4,311,824
Strategic Perf Shares$6,977,016$(4,619,317)$64,758$0$2,422,457
Total$15,255,868$(3,844,384)$(464,418)$0$10,947,067


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COMPENSATION MATTERS
2020 Compensation Actually Paid Equity Valuation
Award Type
Fair Value
of Awards
Granted in
Current Year
Outstanding
and Unvested
as of 12/31/2020
($)
Change in
Fair Value of
Outstanding
and Unvested
Prior Year
Awards as of
12/31/2020
($)
Change in
Fair Value of
Awards that
Vested in 2020
($)
Fair Value
of Awards
Forfeited or
Cancelled in
2020
($)
Equity Value in
Compensation
Actually Paid
($)
(a)(b)(c)(d)(e) = (a) + (b) + (c) - (d)
Stock Options$3,749,535$(241,674)$(1,637,861)$0$1,870,000
Restricted
Stock
$3,794,705$45,261$(114,871)$0$3,725,095
Strategic Perf Shares$7,929,201$(1,965,506)$(1,055,492)$0$4,908,203
Total$15,473,441$(2,161,919)$(2,808,224)$0$10,503,298
Average NEO’s (other than Mr. Cordani) Compensation Actually Paid Equity Valuation for Each Fiscal Year
2023 Compensation Actually Paid Equity Valuation

Award Type
Fair Value
of Awards
Granted in
Current Year
Outstanding
and Unvested
as of 12/31/2023
($)
Change in
Fair Value of
Outstanding
and Unvested
Prior Year
Awards as of
12/31/2023
($)
Change in
Fair Value of
Awards that
Vested in 2023
($)
Fair Value
of Awards
Forfeited or
Cancelled in
2023
($)
Equity Value in
Compensation
Actually Paid
($)
(a)(b)(c)(d)(e) = (a) + (b) + (c) - (d)
Stock Options$1,100,520$(639,461)$(594,895)$0$(133,836)
Restricted
Stock
$1,152,358$(138,275)$(182,536)$0$831,548
Strategic Perf Shares$2,071,979$(1,252,141)$(297,218)$0$522,621
Total$4,324,857$(2,029,877)$(1,074,648)$0$1,220,332
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2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group


COMPENSATION MATTERS
2022 Compensation Actually Paid Equity Valuation
Award Type
Fair Value
of Awards
Granted in
Current Year
Outstanding
and Unvested
as of 12/31/2022
($)
Change in
Fair Value of
Outstanding
and Unvested
Prior Year
Awards as of
12/31/2022
($)
Change in
Fair Value of
Awards that
Vested in 2022
($)
Fair Value
of Awards
Forfeited or
Cancelled in
2022
($)
Equity Value in
Compensation
Actually Paid
($)
(a)(b)(c)(d)(e) = (a) + (b) + (c) - (d)
Stock Options$2,714,064$1,556,183$91,685$0$4,361,932
Restricted Stock$1,458,559$444,168$36,761$0$1,939,488
Strategic Perf Shares$4,077,759$3,008,083$33$0$7,436,426
Total$8,250,382$5,008,434$128,479$0$13,387,296
2021 Compensation Actually Paid Equity Valuation
Award Type
Fair Value
of Awards
Granted in
Current Year
Outstanding
and Unvested
as of 12/31/2021
($)
Change in
Fair Value of
Outstanding
and Unvested
Prior Year
Awards as of
12/31/2021
($)
Change in
Fair Value of
Awards that
Vested in 2021
($)
Fair Value
of Awards
Forfeited or
Cancelled in
2021
($)
Equity Value in
Compensation
Actually Paid
($)
(a)(b)(c)(d)(e) = (a) + (b) + (c) - (d)
Stock Options$1,349,900$84,814$(143,363)$0$1,291,351
Restricted
Stock
$1,198,577$132,175$(345,777)$0$984,975
Strategic Perf Shares$1,861,457$(1,240,350)$49,621$147,252$523,476
Total$4,409,934$(1,023,361)$(439,519)$147,252$2,799,802


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COMPENSATION MATTERS
2020 Compensation Actually Paid Equity Valuation
Award Type
Fair Value of Awards Granted in
Current Year
Outstanding and Unvested as of 12/31/2020
($)
Change in Fair Value of Outstanding and Unvested Prior Year Awards as of
12/31/2020
($)
Change in
Fair Value of
Awards that
Vested in 2020
($)
Fair Value
of Awards
Forfeited or
Cancelled in
2020
($)
Equity Value in
Compensation
Actually Paid
($)
(a)(b)(c)(d)(e) = (a) + (b) + (c) - (d)
Stock Options$1,159,710$(52,264)$(444,007)$0$663,439
Restricted
Stock
$1,173,719$35,275$(56,462)$0$1,152,532
Strategic Perf Shares$2,452,495$(533,442)$(352,015)$0$1,567,038
Total$4,785,924$(550,431)$(852,484)$0$3,383,009
(3)No pension-related adjustments associated with the Cigna Pension Plan were necessary in the calculation of Compensation Actually Paid as the plan is frozen and there were no prior service costs established in the last three years.
Most Important Measures in Determining FY2023 Compensation Actually Paid
The performance measures listed below represent the most important measures The Cigna Group used to determine Named Executive Officer compensation for fiscal year 2023. The use of each measure is further described in the Compensation Discussion and Analysis (CD&A) within the section titled “Elements of Compensation.”
Most Important Company Performance Measures
Adjusted Income from Operations
AUDIT MATTERS
Affordability and Effectiveness
Adjusted Revenues
Advancing ESG Initiatives
Relative Total Shareholder Return
Cross-Enterprise Leverage
Adjusted Income from Operations per Share

The NEOs (other than Mr. Cordani) reflected in columns (d) and (e) of the Pay Versus Performance Table are represented by the following individuals for each fiscal year as shown below:
2023202220212020
Brian C. EvankoBrian C. EvankoBrian C. EvankoEric P. Palmer
Noelle K. EderNoelle K. EderNicole S. JonesNicole S. Jones
Nicole S. JonesNicole S. JonesEric P. PalmerTimothy Wentworth
Eric P. PalmerEric P. PalmerTimothy WentworthMatthew Manders
Matthew Manders
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Audit Matters
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3)
Cigna_Icons_Arrow.jpg
The Board of Directors unanimously recommends that shareholders vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of The Cigna Group.
The Board’s Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as Cigna’sthe independent registered public accounting firm of The Cigna Group for 2022.2024. PricewaterhouseCoopers LLP has served as Cigna’sthe Company’s independent registered public accounting firm since 1983. In order to ensure continued auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Further, in conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Chair of the Audit Committee and the Chair of the Board are involved in the selection of PricewaterhouseCoopers LLP’s lead engagement partner.
The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. As a matter of good corporate governance, the Board is seeking shareholder ratification of the appointment even though ratification is not legally required. If shareholders do not ratify this appointment, the Audit Committee will reconsider PricewaterhouseCoopers’ appointment. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time of the year if it determines that such a change would be in the best interests of the Company and its shareholders.
A representative from PricewaterhouseCoopers LLP is expected to attend the Annual Meeting, may make a statement, and will be available to respond to appropriate questions.

The Board of Directors
unanimously recommends
that shareholders vote FOR
the ratification of the
appointment of
PricewaterhouseCoopers LLP
as Cigna’s independent
registered public
accounting firm.


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TABLE OF CONTENTS

AUDIT MATTERS
Policy for the Pre-Approval of Audit and Permissible Non-Audit Services
The Audit Committee pre-approves the annual audit and quarterly review services engagement and all other audit and permissible non-audit services (which includes audit-related, tax, and other services as further described below) provided by the Company’s independent registered public accounting firm, including related fees. Pre-approval may be either specific or general and, in some cases, has been delegated to the Chair of the Audit Committee, as described further below. Specifically:
The Audit Committee has oversight of fee negotiations with the independent registered public accounting firm.
The Chief Risk Officer and General Auditor (a role held by one individual and referred to as the “CRO”)(GA) for the Company presents to the full Audit Committee a schedule, accompanied by detailed documentation, listing all audit and permissible non-audit services expected to be performed by the Company’s independent registered public accounting firm during the calendar year. In the case of any additional permissible non-audit services concerning internal control over financial reporting and any tax services, the independent registered public accounting firm includes a written description of the scope of service and other information about the permissibility of the proposed service. The Audit Committee reviews the schedule and documentation, and pre-approves the audit and permissible non-audit services.
The Audit Committee has granted general pre-approval for certain audit and non-audit services that it has determined do not impair the independent registered public accounting firm’s independence, as specified in the pre-approval policy.
Under the policy, the Audit Committee has delegated specific pre-approval of additional audit and permissible non-audit services by the Chair of the Audit Committee, acting individually, so long as the proposed services do not exceed $500,000 individually or in the aggregate.
For additional audit and permissible non-audit services that arise during the calendar year that have not been pre-approved either specifically or generally, the CROGA presents an updated schedule reflecting the additional services for review and consideration for pre-approval by the Audit Committee. After the CRO’sGA’s presentation of the schedules as described above and, if applicable, a discussion with the Company’s independent registered public accounting firm regarding the potential effects of any permissible non-audit services related to internal control over financial reporting or permissible tax services on the independence of the Company’s independent registered public accounting firm, the Audit Committee will approve those audit and permissible non-audit services.
The CROGA reports to the Audit Committee at each meeting onleast quarterly the full-year estimated fees for audit and non-audit services performed by the independent registered public accounting firm, including any fees that are expected to exceed pre-approved limits. The CROGA reports to the Audit Committee the projected ratio between audit and non-audit fees of the independent registered public accounting firm.

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TABLE OF CONTENTS

AUDIT MATTERS
Fees to Independent Registered Public Accounting Firm
The Audit Committee reviewed and approved all professional services rendered to The Cigna Group by PricewaterhouseCoopers LLP consisting of the following:
2021
2020
Audit Fees
$17,008,000
$18,753,000
Audit-Related Fees
5,895,000
4,588,000
Tax Fees
1,216,000
1,250,000
All Other Fees
157,000
204,000
TOTAL
$24,276,000
$24,795,000
20232022
Audit Fees$23,812,000$15,966,000
Audit-Related Fees$7,638,000$7,098,000
Tax Fees$422,000$460,000
All Other Fees$88,000$131,000
TOTAL$31,960,000$23,655,000
Audit fees include the audit of annualour consolidated financial statements; the review of quarterly financial statements; the performance of statutory audits; quarterly comfort letter work;statements and the evaluationaudit of the effectiveness ofour internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.Act; the review of quarterly financial statements; the performance of statutory and other subsidiary-related financial statement audits; issuance of consents for registration statement filings; and issuance of comfort letters for debt offerings. Audit Fees for 2023 also include approximately $5 million in fees for carve-out financial statement audits for 2021-2023 related to the divestiture of the Medicare Advantage, Cigna Supplemental Benefits, Government Pharmacy (i.e., PDP), and CareAllies businesses.
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AUDIT MATTERS
Audit-related fees include assurance and related services that were reasonably related to the audit of annual financial statements and reviews of quarterly financial statements, but not reported under Audit Fees. Audit-related fees include: employee benefit plan audits; internal control reviews (e.g.(i.e., System and Organization Controls (SOC) Reporting); internal control readiness assessments; consultation and assessments concerning financial accounting and reporting standards; agreed uponagreed-upon procedures; and regulatory filing examinations.
Tax fees include tax recovery services, tax consulting, tax compliance services, and services related to tax matters with respect to the sale of the U.S. group disability and life insurance business.an IRS section 162(m)(6) assessment.
All other fees include professional services rendered by PricewaterhouseCoopers LLP not reported in any other category and include pre-approved business processpermissible advisory and other services.
services, including the issuance of actuarial certifications.

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TABLE OF CONTENTS

AUDIT MATTERS
Report of the Audit Committee
The Cigna Group maintains an independent Audit Committee that operates under a written charter adopted by the Board of Directors. Our Board of Directors has determined that each of the members of the Audit Committee is independent (as defined in the listing standards of the NYSE, SEC regulations and Cigna’sThe Cigna Group’s independence standards).
Cigna’sThe Cigna Group’s management has primary responsibility for preparing Cigna’sThe Cigna Group’s financial statements and establishing and maintaining financial reporting systems and internal controls. Management is also responsible for reporting on the effectiveness of Cigna’sThe Cigna Group’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of Cigna’sThe Cigna Group’s consolidated financial statements and issuing a report on these financial statements. The independent registered public accounting firm also is responsible for, among other things, issuing an attestation report on the effectiveness of Cigna’sThe Cigna Group’s internal control over financial reporting based on its audit. As provided in the Audit Committee’s charter, the Audit Committee’s responsibilities include oversight of these processes. As part of its oversight responsibilities, the Audit Committee meets periodically with Cigna’sThe Cigna Group’s Chief Financial Officer, General Auditor, and Chief Risk and Compliance Officer, Chief Accounting Officer, other members of management and the independent registered public accounting firm, with and without management present, to discuss the adequacy and effectiveness of Cigna’sThe Cigna Group’s internal controls and the quality of the financial reporting process.
In the performance of its oversight responsibilities, the Audit Committee reviewed and discussed with Cigna’sThe Cigna Group’s management the audited consolidated financial statements included in the Form 10-K and considered management’s view that the financial statements present fairly, in all material respects, the financial condition and results of operations of Cigna;The Cigna Group; reviewed and discussed with Cigna’sThe Cigna Group’s management and with the independent registered public accounting firm, PricewaterhouseCoopers LLP, the effectiveness of Cigna’sThe Cigna Group’s internal control over financial reporting; discussed with PricewaterhouseCoopers LLP matters required to be discussed by the applicable requirements of the PCAOB and the SEC; discussed with PricewaterhouseCoopers LLP matters related to the conduct of its audit that are required to be communicated by auditors to audit committees and matters related to the fair presentation of Cigna’sThe Cigna Group’s financial condition and results of operations, including critical accounting estimates and judgments; and received the required written disclosures and letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP ‘s communications with the Audit Committee concerning independence. Based on these communications, the Audit Committee discussed with PricewaterhouseCoopers LLP its independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that such audited consolidated financial statements be included in Cigna’sThe Cigna Group’s Annual Report on Form 10-K for the year ended December 31, 20212023 for filing with the SEC.
Audit Committee:
Audit Committee
Kimberly A. Ross, Chair
William J. DeLaney
Neesha Hathi
Donna F. Zarcone
Kimberly A. Ross, Chair
William J. DeLaney
Neesha Hathi
John M. Partridge

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TABLE OF CONTENTS

SHAREHOLDER PROPOSALS
Shareholder Proposals
The following proposals have been submitted by John Chevedden (Proposal 4), Proxy Impact, on behalf of and the Roberta Sydney Revocable TrustNational Center for Public Policy Research (Proposal 5) and Clean Yield Asset Management, on behalf of Julie Kalish (Proposal 6) for the reasons stated within the respective proposal. The Company will promptly provide the addresses of the shareholders and the number of shares owned upon request directed to the Office of the Corporate Secretary. Each shareholder proposal will be voted on at our 20222024 Annual Meeting if properly presented by the shareholder proponent or by a qualified representative on behalf of the shareholder proponent. As required by the SEC’s rules, we are presenting the proposals verbatim as they were submitted to us by the proponents. We have put a box around materials provided by each proponent so that readers can easily distinguish between materials provided by the proponents and materials provided by the Company. The Company is not responsible for the contents of the proposals. As described more fully in the statements in opposition, our Board of Directors unanimously recommends a vote AGAINST each of the shareholder proposals.

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SHAREHOLDER PROPOSALS
Shareholder Proposal – Improve the Shareholder Right to Call a Special Shareholder Meeting Improvement
Proposal 4 – Improve the Shareholder Right to Call a Special Shareholder Meeting Improvement

ShareholderRights.jpg
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10%15% of our outstanding common stock the power to call a special shareholder meeting.
Onemeeting (or the lowest percentage according to state law) regardless of the main purposeslength of this proposal isstock ownership also in accordance with state law. And to giveenable street name shareholders the rightand non street name shareholder to formally participatehave as much equal rights in calling for a special shareholder meeting regardlessas allowed by state law. This includes making the necessary changes in plain English.
The Board of their length ofDirectors response to this proposal has been disingenuous. The Board knew better but made an unequal comparison because it compared Cigna with other companies that also require a 25% stock ownership but additionally allow special meeting petitions by all shareholders (Cigna does not allow all shareholders to petition for a special shareholder meeting) and other companies that require a 25% stock ownership and also allow shareholders to act by written consent (Cigna does not allow shareholders to act by written consent). Thus the fullest extent possible.
It15% figure is importantappropriate for Cigna because Cigna falls short with these 2 omissions in its comparison.
This proposal exceeded 46% shareholder support in both 2022 and 2023. The Board of Directors response to adopt this proposal was disingenuous because all sharesit stacked the votes against this proposal by making extraordinary appeals to retail shareholders to vote when retail shareholders do not heldhave access to independent proxy voting advice.
Calling for one continuous year are now 100% disqualified from formally participating ina special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting. Under this ill-conceived Cigna rule management discriminates againstmeeting is that it gives shareholders who bought Cigna stock during the past 12 months.at least significant standing to engage effectively with management.
SuchManagement will have an incentive to genuinely engage with shareholders are now second-classinstead of stonewalling if shareholders as far as having input to management. And shareholders who recently made the investment decision to buy Cigna stock or increase their holdings can be the most informed shareholders.
It currently takes 25%have a realistic Plan B option of shares that are owned for more than one continuous year to callcalling a special shareholder meeting. The owners of 25% of shares held for more than a continuous year could determine that they own 40% of our stock when length of stock ownership is factored out. Thus for practical purposes we may be left with a 40% stock ownership threshold to call a special meeting.
It is important to adopt this proposal to make up for our complete lackOften the management of a shareholder rightcompany will claim that shareholders have multiple means to act by written consent. Many companies provide forcommunicate with management — but in most cases these are low impact means that are as effective as mailing a post card to the CEO. A reasonable shareholder right to call a special shareholder meeting and ais an important step for effective shareholder right to act by written consent. Cigna shareholders gave 44%-support to a shareholder right to act by written consent at the 2021 annual meeting. This 44%-support was likely 51% support from the shares that have access to independent proxy voting advice.
Special meetings allow shareholders to vote on important matters, such as electing new directorsengagement with special expertise or independence that may be lacking in our current or future directors as was the case with the 3 new Exxon directors supported by the Engine No. 1 hedge fund at the 2021 Exxon annual meeting.management.
A reasonable shareholder right to call forSince a special shareholder meeting can help makebe called to replace a director, adoption of this proposal could foster better performance by our directors.
With the widespread use of online shareholder engagement meaningful. Ifmeetings it is much easier for management is insincere in its shareholder engagement, a right for shareholders to call for a special meeting can make management this twice about insincerity.
Our bylaws give no assurance that any engagement with shareholders will be continued. A more reasonable shareholder right to call forconduct a special shareholder meeting will help ensure that management engages with shareholders in good faith because shareholders will have a viable Plan B as an alternative.and our bylaws thus need to be updated accordingly.
Please vote yes:

Improve the Shareholder Right to Call a
Special Shareholder Meeting Improvement – Proposal 4

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Board of Directors’ Statement in Opposition to Proposal 4 – Improve the Shareholder Right to Call a Special Shareholder Meeting Improvement
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The Board of Directors unanimously recommends that shareholders vote AGAINST Proposal 4 - Improve the Shareholder Right to Call a Special Shareholder Meeting.
Earning, building and maintaining the trust of our many stakeholders – including investors, customers, clients, employees, business partners and regulators – is critical to the success and sustainability of our business. We strive to meet consistent standards of integrity in everything that we do. Our Board isremains deeply committed to continuously evaluating its corporatestrong governance practices. Our Boardpractices and ethical and resilient business practices and understands the importance of shareholders having the ability to call special shareholder meetings, and has engaged inmeetings.
Following extensive shareholder outreach in this regard sinceconcerning the 2019 annual meeting, when our shareholders approved a proposal requesting that the Company provide shareholders with the rightability to act by written consent. Following this outreach,call special shareholder meetings, and in direct response to shareholder feedback, our Board amended Cigna’sThe Cigna Group’s By-Laws in February 2020 to permit shareholders with net long ownership of 25% or more of our outstanding common stock to call special meetings. This structure reflects a balanced approach to enhancing shareholder rights and protecting the interests of all shareholders. Our Board has again carefully considered thisthe resubmitted shareholder proposal to lower the threshold to 15%, and just as importantly, to eliminate the one-year holding period requirement, and for the reasons set forth below,unanimously recommends a vote AGAINST this proposal.
Our shareholders alreadycurrently have a meaningful right to call a special meeting.
Our By-Laws permit shareholders who together hold a 25% net long ownership interest for a period of at least one full year to call a special meeting. This threshold can be achieved by as few as fivefour shareholders based on our ownership as of December 31, 2021.2023. We believe this threshold is appropriate and is aligned with our shareholders’ interests. Additionally, the Company’s 25% special meeting ownership threshold is the most common threshold adopted by S&P 500 companies that provide shareholders with the right to call special meetings. Specifically, as of January 1, 2024, of the 324362 S&P 500 companies that provide shareholders with the right to call special meetings, 103171 of those companies, or nearly half, have a 25% ownership or higher threshold, which iswith 25% being the largest category. Of those 324 S&P 500 companies, 72 of those companies have adopted a threshold higher than 25% and 54 of those S&P 500 companies have adopted a 10%most common threshold.
In advanceAs previously disclosed, management, with oversight of adopting the shareholder special meeting right in February 2020, CignaBoard, engaged extensively with our shareholders. With oversightshareholders prior to adopting the existing special shareholder meeting framework. As part of the Board,our management reached outteam’s aforementioned shareholder engagement related to holders of approximately 74% of the Company’s outstanding common stock and engaged with holders of approximately 55% of the outstanding common stock, including 18 of Cigna’s 25 largest shareholders, to determine the best threshold to set. Prior to adopting the special meeting right, management conducted follow-up outreach to discuss the amendment with shareholders who had previously provided feedback. As part of this engagement, a majority of the responsive shareholders with whom management engaged supported the 25% ownership threshold; this support represented holders of approximately 32% of Cigna’s outstanding common stock.threshold. No other threshold received a comparable level of support, although there was some support at lower ownership thresholds.
At the Company’s past two annual meetings of shareholders, shareholders voted on substantially similar proposals submitted by the proponent – first, in 2022, to reduce the threshold to call a special shareholder meeting to a combined 10% of outstanding common stock and then, in 2023, to reduce the threshold to 15%. Neither of these proposals received majority support, yet this new proposal provides no additional meaningful support explaining why our shareholders should vote any differently this year. Our Board is committed to continuously evaluating its corporate governance practices. After carefully considering the outcome of the similar proposals presented at our 2022 and 2023 annual meetings of shareholders, the market practices described above, and the concerns expressed in this proxy statement and those for our 2022 and 2023 annual meetings, including that a lower threshold would make it easier for shareholders with narrow or special interests to call a special meeting, our Board maintains the belief that its existing special shareholder meeting structure reflects a balanced approach to enhancing shareholder rights and protecting the interests of all shareholders.
The current ownership threshold permitsand holding period requirement permit long-term shareholders owning a reasonable minority of Cigna’sthe outstanding shares of common stock of The Cigna Group to call special meetings while helping to avoid using corporate resources on items that may not reflect the interests of The Cigna Group and its broader shareholder base and may not garner significant shareholder support.
Based on our ownership as of December 31, 2021,2023, as few as two shareholders, acting in combination, could call a special meeting at a 10%15% threshold. A relatively low threshold for qualifying ownership, like the one proposed, could expose shareholders to the risk of special meetings being called by a small number of shareholders to advance their own agendas, without regard to the long-term best interests of the Company and shareholders generally.

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Additionally, our By-Laws currently provide that, to qualify for the right to request a special meeting, the shareholder’s required net long ownership interest must have been held continuously for at least one year prior to the date of the special meeting request, which the Board considers an integral component of this right. Eliminating the holding period requirement, as requested by the proposal, would empower short-term and hostile activists to the detriment of the Board’s and management’s ability to protect the interests of our long-term shareholders. Additionally, our current one-year holding period requirement is consistent with the SEC’s requirements for shareholder proposals and aligns with the Board’s belief that shareholders who have held shares for at least one year demonstrate an appreciation of and commitment to the long-term success of The Cigna Group and our efforts to create sustainable, long-term value.
The Board strongly believescontinues to believe that special meetings should only be reserved for extraordinary company business where the matter to be addressed cannot wait until the next annual meeting. Given the size of The Cigna Group and our shareholder base, a special meeting is a significant undertaking that requires not only substantial company expense but also a significant diversion of Board and management resources, regardless of whether the meeting is held virtually or in person. For a special meeting, the Company would incur significant costs to prepare, print, and distribute proxy materials to all shareholders, solicit proxies, hold the meeting and tabulate votes. Additionally, the Board and management must devote time and energy to prepare for and conduct the meeting – diverting their time and attention from managing the business and executing on our strategy. The Board believesmaintains the belief that this expenditure of time and resources may be appropriate where a reasonably large representation of our long-term shareholders request the special meeting. However, the Board believes that the proposed 10%15% ownership threshold – which currently could be met by only two shareholders – does not justify the required time and resources andnor the significant distraction.distraction, particularly if the meeting is requested by short-term shareholders with interests that fundamentally conflict with those of our long-term holders.
Hence, our Board believes that the 25% threshold along with the one-year holding period requirement strikes the appropriate balance between providing all shareholders with a meaningful right to call a special meeting when an urgent, extraordinary event arises. Our special meeting right prevents

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arises, and protecting against a small minority of shareholders who may have narrow, short-term interests – from causing, tocan trigger the detriment of our other shareholders, Cigna to incur the unnecessary expense orand disruption of a special meeting to pursue matters that are not widely viewed as requiring immediate attention.for their own, potentially short-term, special interests.
In addition to the shareholder special meeting right, The Cigna Group has a number of corporate governance policies and practices to protect the best interests of The Cigna Group and all of our shareholders.shareholders, including a robust and responsive investor relations function.
Cigna’sAs discussed elsewhere in this Proxy Statement, The Cigna Group’s corporate governance policies and practices are continuously evolving, provide transparency, and afford all shareholders avenues to voice their opinions and encourage Board accountability and responsiveness:
Annual election of directors: Since the 2018 annual meeting, all directors are elected annually.
Board refreshment: Our Corporate Governance Committee engages in Board succession planning on an ongoing basis. In 2018, the Board added fiveSince our 2019 annual meeting of shareholders, we have appointed four new directors, including four that served aswhile five directors of Express Scripts prior to the merger. Since 2019, the Board has added three independent directors – Neesha Hathi, George Kurian and Kimberly Ross. We believe these recent appointments tocompleted their service on our Board ensure there are fresh and diverse perspectives in the boardroom.
Board.
Proxy access right: In 2017, following engagement with shareholders, The Cigna Group adopted a proxy access bylaw, allowing shareholders to include their nominees in the Company’s proxy materials for election at annual meetings.
Majority voting standard: In uncontested elections, The Cigna Group has a majority voting standard.
No supermajority voting provisions: In 2018, our Board removed all supermajority voting provisions in Cigna’sThe Cigna Group’s governing documents so shareholders can amend all charter and By-Laws provisions by the affirmative vote of a majority of the Company’s outstanding stock.
No poison pill: The Cigna Group does not have a shareholders’ rights plan in place.
Clawback policy: In 2023, The Cigna Group adopted a clawback policy that complies with the requirements of the Dodd-Frank Act, Rule 10D-1 of the Exchange Act, and NYSE Rule 303A.14, while keeping its pre-existing clawback policy in place.
Annual Meeting Q&A: The Cigna Group Annual Meeting of Shareholders format allows for meaningful shareholder participation through a general question and answer session.
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In addition to these policies and practices, and notwithstanding the proposal’s suggestion that management does not meaningfully engage with shareholders, the Board and management hashave been proactive in itstheir engagement with shareholders on Company performance, governance, executive compensation, and corporate responsibility topics. Our Corporate Secretary, Senior Vice President of Investor Relations, and representatives of The Cigna Group’s Office of the Corporate Secretary, Executive Compensation, ESG, and Government Affairs teams conduct meetings to update investors and regularly convey feedback from those meetings and calls to the Chair of the Board, our Lead Independent Director, and other members of the Board and management. Over the past year, The Cigna Group invited holders of approximately 70% of our outstanding stock to engage with us on corporate governance-related topics so that shareholders will not feel the need and urgency to require actions between annual meetings. Cigna has a robust shareholder engagement program and continues to foster an open dialogueengaged on governance-related topics with holders of approximately 40% of our shareholders regarding Cigna’s corporate governance policies and practices. outstanding stock.
Our engagement with shareholders helps us better understandcontinues to influence our shareholders’ prioritiespolicies and perspectives with feedback received serving as a valuable input to the Board’s decision-making processes. For example,practices. As disclosed in 2021, following engagement with our shareholders, we enhanced our disclosure practices by mapping our disclosures to the Sustainability Accountability Standards Board (SASB) Standards and published our EEO-1 report available on the “Corporate Responsibility” section under the tab “About Us” on our corporate website, www.cigna.com. Additional information regarding our shareholder engagement program can be found at Corporate Governance Matters – Responsibilities–Shareholder Engagement for Corporate Governance,” we have implemented several governance enhancements in recent years for which shareholders have expressed support in our engagement discussions, including our adoption of a policy regarding ensuring a diverse candidate pool for all director searches, the Board – Shareholder Engagement.adoption of amendments to our By-Laws to provide for a proxy access right and the shareholder right to call a special meeting, and the elimination of supermajority voting provisions in our governing documents.
Summary
OurAfter careful consideration, our Board believesdetermined that the implementation of this proposal is not in the best interests of The Cigna Group or our shareholders and is unnecessary given the current special meeting right that strikes the appropriate balance between protecting shareholderthe rights of our long-term shareholders and mitigating risk of abuse. Our Board believes that Cigna’sthe Company’s strong corporate governance practices, including Cigna’sits commitment to ongoing dialogue with its shareholders, our Board’s track record of responsiveness, and the current special meeting right, provide shareholders with the ability to raise important matters with our Board and management in a manner mindful of Cigna’sthe Company’s particular ownership composition without the potential expense and risk associated with the proposed lower special meeting threshold.threshold without any holding period requirement.
Accordingly, our Board unanimously recommends that shareholders vote AGAINST this proposal.proposal.


The Board of Directors unanimously recommends
that shareholders vote AGAINST Proposal 4 –
Special Shareholder Meeting Improvement.


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Shareholder Proposal – Gender Pay Gap Report
to Shareholders on Risks Created by the Company’s Diversity, Equity, and Inclusion Efforts
CIGNA 2022 – Gender Pay Gap Report
Report to Shareholders on Risks Created by the Company's Diversity, Equity, and Inclusion Efforts
WHEREAS:
The 2019 U.S. Census dataUS Supreme Court ruled in SFFA v. Harvard on median earnings for full-time, year-round workersJune 29, 2023, that discriminating on the basis of race in college admissions violates the equal protection clause of the 14th Amendment.1
Attorneys General of 13 States warned Fortune 100 companies on July 13, 2023, that SFFA implicated corporate diversity, equity, and inclusion (DEI) programs.2
Prior legal advice regarding the legality of racially discriminatory programs has been called into question post-SFFA.3
Recent analysis of American Fortune 100 hiring in the wake of the 2020 race riots found that women made 82whites were excluded from 94% of the hiring decisions,4 a statistic that itself provides prima facie proof of illegal discrimination on the basis of race by these companies, given that whites constitute 76% of the American population.5
A review of Cigna's website on Nov. 15, 2023, revealed the following: (1) Cigna has "committed to spending $1B annually with diverse suppliers by 2025."6 (2) Cigna has reported entry level hiring numbers that at least suggest its DEI initiatives are translating into discriminatory hiring practices, with only 16% being men and only 35% being white.7 (3) Cigna requires "unconscious bias training for all employees"8 even though a 2020 Scientific American article reported that such training "will likely be ineffective at best; at worst, it's a poor use of limited resources that could cause more damage and exacerbate the very issues it is trying to solve.”9
RESOLVED:
Shareholders ask that the board commission and publish a report on (1) whether the Company engages in any practices directly or indirectly associated with diversity, equity, and inclusion (DEI) initiatives that may create risks of discriminating against individuals who might sue the Company (including employees, suppliers, contractors, and retained professionals) for illegal discrimination on the basis of protected categories like race and sex, and (2) the potential costs of such discrimination to the business.
SUPPORTING STATEMENT:
In just the past year, a corporation was successfully sued for a single case of discrimination against a white employee resulting in an award of more than $25 million.10 The risk of being sued for such discrimination appears only to be rising.11 With over 70,000 employees,12 Cigna likely has at least 50,000 employees who are potentially the victims of this type of illegal discrimination because they are white, Asian, male, or straight.13 Accordingly, even if only 10 percent of such employees were to file suit, and only 10 percent of those prove successful, the cost to the company could exceed $12 billion. And while racial equity audits can cost up to $4 million, this report should cost much less, as it need review only the potentially discriminatory programs, unless Cigna has established so many such programs that of their male counterparts. The gapits liability for African America and Latina women is 63 percent and 57 percent. At the current rate, women will not reach pay parity until 2059.this discrimination must be expected to be much higher.
Research from Morgan Stanley, McKinsey, and Robeco Sam suggests more gender diverse leadership leads to superior stock price performance and return on equity. McKinsey states, “the business case for the advancement and promotion of women is compelling.” Best practices include “tracking and eliminating gender pay gaps.”
1 https://www.scotusblog.com/case-files/cases/students-for-fair-admissions-inc-v-president-fellows-of-harvard-college/
2 https://ag.ks.gov/docs/default-source/documents/corporate-racial-discrimination-multistate-letter.pdf?sfvrsn=968abc1a_2
Assessing if a company has a gender pay gap requires analyzing both equal pay and equal opportunity. This is done using adjusted and unadjusted (median) pay data. Median pay gap data is the key metric used by the U.S. Department of Labor and the Organization for Economic Cooperation and Development, among others.
Cigna states that female employees earn 99.9 cents for every dollar earned by similarly situated male employees. Assertions of 99 percent equal pay are often based on adjusted data that omits key employee groups such as C-suite employees where the highest level of gender and racial pay gaps occur. Cigna provides no details on how the data was adjusted. Cigna also fails to provide any information on unadjusted median pay data.
This is in stark contrast to Cigna’s United Kingdom (UK) operations. Since 2018, the UK has mandated disclosure of both adjusted and unadjusted (median) gender pay data, demonstrating that publication of such data is feasible and informative. Cigna UK provides an annual gender pay report that discloses mean and median gender pay gap and bonus gap and pay quartiles.
In 2021, Cigna UK reported a 29 percent mean and 34.95 percent median gender pay gap.1 This represents no improvement in the mean pay gap and an increased median pay gap from 26.8 percent in 2019. It also reported a 56.7 percent mean and 41 percent median gender bonus gap in 2021, showing a gap increase from 53.5 percent and 30.6 percent in 2019. The company’s lower pay quartile is comprised of 39.33 percent men and 60.67 percent women, while the higher quartile is almost a complete reversal with 65.92 percent men and 34.08 percent women.
For the fourth consecutive year, shareholders are requesting that our company provide similar quantitative, comparable data to understand the effectiveness of Cigna U.S. pay gap policies. By comparison, shareholders withdrew a similar proposal at Pfizer when it agreed to annually publish adjusted and unadjusted median pay gaps for gender globally and for race in the U.S.
Resolved:
Shareholders request that Cigna publish annually, quantitative data assessing Cigna’s gender pay gap, at reasonable expense and excluding proprietary information. A report adequate for investors to assess company performance would include the percentage mean and median pay gap between all male and female employees, across race and ethnicity where appropriate, and would include base, bonus and equity compensation, and pay quartiles.
1
3 https://www.cigna.co.uk/assets/docs/news-room/2021-cigna-uk-gender-pay-report.pdf
freebeacon.com/democrats/starbucks-hired-eric-holder-to-conduct-a-civil-rights-audit-the-policiees-he-blessed-got-the-coffee-maker-sued/

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4 https://bloomberg.com/graphics/2023-black-lives-matter-equal-opportunity-corporate-diversity/ https://dailywire.com/news/bloomberg-flubs-data-for-bombshell-report-that-only-6-of-new-corporate-hires-are-white
5 https://www.census.gov/quickfacts/fact/table/US/PST045222
6 https://www.thecignagroup.com/our-impact/esg/healthy-workforce/diversity-equity-and-inclusion
7 https://www.thecignagroup.com/static/www-thecignagroup-com/docs/cigna-diversity-equity-and-inclusion-scorecard-report.pdf
8 https://www.thecignagroup.com/our-impact/esg/healthy-workforce/diversity-equity-and-inclusion
9 https://www.scientificamerican.com/article/the-problem-with-implicit-bias-training/
10 https://www.foxbusiness.com/features/starbucks-manager-shannon-phillips-wins-25-million-lawsuit-fired-white-donte-robinson-rashon-nelson
11 See, e.g., https://aflegal.org/america-first-legal-files-class-action-lawsuit-against-progressive-insurance-for-illegal-racial-discrimination/ ; https://aflegal.org/afl-files-federal-civil-rights-complaint-against-activision-for-illegal-racist-sexist-and-discriminatory-hiring-practices-and-sends-letter-to-activision-board-demanding-they-end-unlawful-dei-polici/ ; https://aflegal.org/america-first-legal-files-federal-civil-rights-complaint-against-kelloggs-warns-management-that-it-is-violating-fiduciary-duties/
12 https://www.thecignagroup.com/static/www-thecignagroup-com/docs/cigna-diversity-equity-and-inclusion-scorecard-report.pdf
13 https://www.census.gov/quickfacts/fact/table/US/PST045222


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Board of Directors’ Statement in Opposition to Proposal 5 – Gender Pay Gap Report
to Shareholders on Risks Created by the Company's Diversity, Equity, and Inclusion Efforts
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The Board of Directors unanimously recommends that shareholders vote AGAINST Proposal 5 – Report to Shareholders on Risks Created by the Company's Diversity, Equity, and Inclusion Efforts.
The Cigna Group has a long-standing and deep commitment to fair competitive and transparent pay practicesopportunity for all, regardless of our employeesgender, race, or ethnicity. Over the past several years, The Cigna Group has developed programs and undertakes a numberpractices to engage stakeholders from all backgrounds, experiences, and perspectives, which enables the Company to deliver on its mission and to innovate and create solutions that resonate with customers, partners, and communities. The development of initiatives to ensure employees are paid equitably. Our continued success depends on the collective strengths of our employees and we are dedicated to attracting, retaining and rewarding the performance of our diverse workforce to best meet the needs of our clients and customers.
Given the Company’s strong programs and practices includes increasing transparency about goals related to, and disclosure, the Board believes that the adoption of this proposal is unnecessary asprogress being made on, its implementation would not enhance Cigna’s already established commitment to pay equity as partDEI initiatives. These initiatives are a core component of our broader ESG program, particularly our commitment to diversity, equityhow we engage with and inclusion.support our employees, customers, partners, and communities without regard to an individual’s race, color, religion, ethnicity, gender, or sexual orientation. The progress we have made as a result of our DEI initiatives has earned the trust of our many stakeholders, including our investors, customers, clients, employees, business partners, and regulators. The Company’s focus on and progress in these areas are integral components of its business strategy and should not be hindered by the diversion of management resources and attention to commission the additional, unnecessary, and problematic report sought by the proposal. For these reasons, the reasons set forth below, our Boardunanimously recommends a vote AGAINST this proposal.
We areThe Cigna Group is committed to equitable payfostering equity and undertake a number of initiatives to ensure our employees are paid equitably.
Our compensation policiesinclusion, and practices are designedaims to promote fairness in payfair and reward strong performance. Our Pay Equity Commitment Statement, which can be found at https://jobs.cigna.com/payequity, emphasizes our commitment to pay fairness and opportunity for allequitable treatment of our employees, regardlesscustomers, partners, and communities to advance our ability to improve the health and vitality of gender, race or ethnicity, as well asthose we serve.
Through a company culture that emphasizes ethics and integrity, we are dedicated to promoting full understanding of diversity across our enterprise and in the stepscommunities we take in support of that commitment.
Our compensation practices, rootedserve. We aim to adhere to the policies set forth in our pay-for-performance philosophy, are designedCode of Ethics and Principles of Conduct, which sets forth our mission to promote equitable pay throughout an employee’s tenure with Cigna. At the outset, we do not ask potential candidates about their salary history as part of the hiring processtreat all persons fairly and we rely on market and benchmarking data in setting compensation for each role within the Company. To further enhance our transparency, in 2021 we made salary market ranges visibleequitably. Pursuant to our U.S. employees, enabling themCode of Ethics and Principles of Conduct, we aim to better understand how compensation is determined for their role. We’ve also taken steps to educate our employees and managers on our commitment to fair, competitive and transparent pay practices and on our rewards approach and philosophy and pay practices, including how we determine pay at Cigna, which are all rooted in that commitment.
We also proactively monitor our compensation programs for potential differences in pay among employees with similar backgrounds (e.g., similar tenure, skills, location and time in role), performing substantially similar work (e.g., similar job function and level). This monitoring includes a regular annual review of pay equity within our U.S. employee population. Outside counsel directs the annual review process and analysis, which considers multiple factors as determinants of compensation, and includes all employee groups. Following our evaluation of results, we take action as warranted and diligently address disparities that may not be explained by objective factors.
Our most recent pay equity analysis, conducted in 2022, showed that in the United States, female employees at Cigna earn more than 99 cents for every dollar earned by similarly situated male employees, and employees from underrepresented groups (which includes Black/African American, Hispanic or Latinx, Pacific Islander and American Indian/Alaskan) earn more than 99 cents for every dollar earned by similarly situated white employees.
Cigna is transparent regarding the diversity of our workforce and we hold ourselves accountable for our goals to increase representation of women within our leadership.
Consistent with the research cited in the proposal, Cigna believes that diversity in leadership leads to superior Company performance. We believe that our employees’ diverse experiences and perspectives better enable us to engageenroll and serve our clients, members, patients, and customers who mirrorwithout regard to race, ethnicity, nationality, veteran status, disability, sexual orientation and gender identity and any other classifications protected under applicable laws and regulations. We believe these values have contributed to the success of our enterprise as indicated by our progress across a variety of measures as noted elsewhere in this diversity. We also recognize that beyond equitable pay,Proxy Statement and below.
To further the extensive DEI efforts of The Cigna Group, we have instituted robust governance structures at both the Board and management level.
Our Board, directly and through the People Resources Committee, is actively engaged in the oversight of the Company’s human capital management, which includes routine updates by management on our DEI program. Our Board and the People Resources Committee regularly discuss with management and examine the Company’s employee survey results related to culture and other matters, hiring and promotionretention, employee demographics, compensation and benefits, and employee training initiatives, as well as progress against a variety of womenobjective measures and raciallythird-party surveys and ethnically diverse employees into leadership positions is an important component of ourreports. For example, at its December 2023 meeting, the Board received a broad DEI update, including key 2023 DEI accomplishments, updates regarding management-level DEI projects, highlights regarding health equity progress in 2023, refreshed workforce statistics, and DEI priorities for 2024.
In 2021, The Cigna Group further emphasized its commitment to diversity,DEI efforts in launching our DEI Council, which is chaired by our CEO and Chair of the Board and is comprised of leaders across the Company. The DEI Council focuses on advancing health equity and inclusion. Tocontinuing to strengthen our diverse and inclusive culture primarily through its two committees: the Health Equity Committee, with the mission of ensuring that end, weall people have a numberthe opportunity to achieve their full health potential regardless of measures in place to increase diverse representation insocial, economic, or environmental circumstances, and the Leadership Accountability Committee, with the mission of driving strategic accountability for results and ensuring shared leadership and toaccountability that facilitate increased belonging, innovation, and equity for all Cigna colleagues. Additionally, several senior leaders administer the Company’s DEI efforts and related reporting, including our (a) Executive Vice President, Chief Administrative Officer, and General Counsel, (b) Executive Vice President, Chief Human Resources Officer, and Corporate Secretary and (c) Vice President of Diversity, Equity, and Inclusion, as well as their respective teams.
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In 2020,We support open, respectful, and honest communications, and we setprovide avenues of communication for employees, customers, partners, and communities, including policies to ensure compliance with applicable laws and regulations.
The governance structures referenced above are in place not only for implementing our DEI policies and practices, but also for ensuring that these programs comply with applicable laws and regulations, including mechanisms for participation and reporting views without retaliation. A key component of our DEI initiatives is to foster an inclusive environment where all people feel valued and respected and have a sense of belonging. Our employees are encouraged to speak up, and our policies support this principle. If an employee encounters a concern about discrimination, harassment, and/or retaliation, our Code of Ethics and Principles of Conduct requires our employees to confidentially speak up in good faith and report to our Employee Relations department, which may result in an investigation and remediation process. Our Code of Ethics and Principles of Conduct as well as our Protection Against Retaliation Policy each prohibit retaliation against any individual who, in good faith, reports violations of company policy, unlawful conduct, or inappropriate activity. Finally, our management team is acutely focused on ensuring that our DEI programs operate within established law and regulations, including by working with outside counsel and other third parties to continuously evaluate these programs in a changing regulatory landscape. As a result, we believe that we are well positioned to address potential concerns and aim to mitigate the risk of litigation on the basis of discrimination.
Additionally, The Cigna Group has made its EEO-1 (Equal Employment Opportunity) data available each year since 2021 and plans to continue to do so this year.
Producing the report sought by the proposal would be onerous, unnecessary, and inefficient, and any such report could prejudice The Cigna Group in ongoing or future litigation.
We believe our existing DEI initiatives and governance structures provide meaningful guardrails and protections for The Cigna Group. Additionally, our existing and substantial DEI-related disclosures and reports provide information that allows investors to determine the effectiveness of these programs. The Company expends significant resources, including on employing dedicated full-time employees, on the support of these DEI initiatives as well as on all related reporting and compliance. Additionally, the information sought by the proposal could be prejudicial to the Company’s interests in ongoing or future employment-related litigation. Therefore, approval of this proposal would not result in an efficient use of resources and may actually harm the interests of our various stakeholders.
Our DEI initiatives have already resulted in significant progress across a variety of measures and accolades by unaffiliated third parties.
Our commitment to ensuring a diverse, equitable, and inclusive community is reflected in our workplace demographics. For example, we reported the following statistics in our 2022 Diversity Scorecard:
Board of Directors – 40% of our independent board of directors are women and 30% are non-white.
Management – 40% of our executive-level, 63% of our mid-level, and 84% of our entry-level positions are held by women; in addition, 15% of our executive-level, 30% of our mid-level, and 53% of our entry-level positions are held by non-white employees.
We recognize that furthering DEI is an ongoing goal, and we continue to work towards creating a culture of belonging by, among other things:
Working to improve our ethnic minority representation in management and senior leadership roles and aspiring to reach gender parity in our leadership pipeline by increasing the numberrepresentation of women at our director and senior director levelslevels.
Aspiring to 50% by 2024, thereby increasingincrease the number of women available to succeed to executive positions. These roles comprise about 5%membership of our employee population. Fewer than 55011 Enterprise Resource Groups, which had a membership of ourapproximately 14,350 employees less than 1%as of our total employee population, are in more senior roles. To help us achieve this goal, Cigna has:
Expanded requirements for use of diverse candidate slates for externally posted manager level positions and above;
Expanded use of leadership development, mentoring and coaching programs to expand the inclusion of diverse succession candidates in the leadership pipeline; and
Continued our sponsorship of and participation in programs designed to build relationships with diverse talent at the experienced professional and university level.
In 2021, Cigna launched the Enterprise DEI Council. The Council, chaired by our Chief Executive Officer, is comprised of leaders from all areas of the Company. One of the initial key areas of focus for the Council is driving leadership accountability, which includes ensuring specific accountability for the achievement of our leadership pipeline gender parity goal and addressing representation, talent advancement, development, performance and equity for all Cigna colleagues more broadly.
Throughout 2021, we have meaningfully increased the number of women at director and senior director levels, and we are on track to achieve our gender parity goal by 2024.
To further enhance our accountability and transparency regarding our workforce diversity, we published our first annual Diversity Scorecard Report, available at www.cigna.com/equityinaction, in 2021. In the scorecard, we include detailed data that provides visibility into Cigna’s workforce based on voluntary self-identification. In addition, we published our 2020 Employee Information Report (EEO-1) available on the “Corporate Responsibility” section under the tab “About Us” on our corporate website, www.cigna.com, providing disaggregated race and ethnicity diversity information. While we significantly enhanced our transparency in 2021, our commitment to transparency is not new. Since 2018, we have disclosed the diversity of our workforce in our annual corporate responsibility report, using data from our EEO-1 reports asOctober 31, 2023, a framework for the disclosure.
The Board and People Resources Committee oversee our efforts with respect to pay equity and diversity, equity and inclusion and have aligned our compensation programs to further incentivize our efforts in this area.10% increase over October 31, 2022.
We report on and reviewbelieve that the results of our pay equity analyses with the People Resources Committee and discuss our progress over time with the Committee. In addition, the Committee and the Board are regularly updated and provide director oversighteffectiveness of our efforts to foster a diverse, equitable and inclusive workforce. Reflectivepromote DEI initiatives are reflected through our receipt of our commitment, the Board and the Committee has, beginning with the 2021 Enterprise Incentive Plan, included diversity, equity and inclusion progressnumerous awards, including:
Fourth consecutive year that we have been recognized as a key componentTop 50 Companies for Diversity by Fair360 (formerly known as DiversityInc.) and recognized as No. 14 on its list of our executive compensation program.
Cigna has implemented many programs and practices to foster diversity, equity and inclusion.
Cigna has developed recruiting, training, and compensation programs to prevent gender pay differences, to increase representation of womenTop 50 Companies for Diversity in leadership roles, and to foster diversity, equity and inclusion across its workforce. As examples of our efforts to be an employer of choice for diverse talent:
We recruit diverse candidates at all stages of their careers through a variety of venues and programs, including at national conferences for various diversity organizations.
In 2018,2023 (up from No. 24 in 2022). Ninth consecutive year that we launched an “unconscious bias” training program designed to ensure that decisions around hiring and promotions are focused on abilities and qualifications. Since 2020, unconscious bias training is required of all employees.
Our Diversity, Equity and Inclusion team has developed business-area specific unconscious bias training for audiences throughout the enterprise. The courses have been designedrecognized as “Best Place to develop competenciesWork for working in a multi-cultural, multi-generational environment. Through these facilitated sessions, unconscious bias, team building, and specific challenges to relevant business areas and local markets are addressed.Disability Inclusion” by the Disability Equality Index.
We sponsor 11 enterprise resource groups (ERGs), which empower employees to recognize the talents and distinct cultural attributes and needs of diverse communities within our company. The Women’s ERG is Cigna’s largest and works to ensure that female employees’ voices and contributions are heard, understood, and positioned effectively


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SHAREHOLDER PROPOSALS
among our many stakeholders. As an example of this work, the Women’s ERG coordinates “Lean In Circles”Eleventh consecutive year that we have been recognized as “2022 Best Places to provide peer support through guided education and peer mentoring to empower, educate, and support women in their career development at Cigna.
We offer employees multiple ways to raise concerns, including with respect to pay disparities, such as through the Ethics Helpline and dispute resolution programs designed to enable employees to discreetly raise employment-related matters.
Cigna offers a sponsorship programWork for our high-potential female leaders and their sponsors that emphasizes the importance of personal brand, awareness of unconscious bias, and techniques to stimulate career progression and acceleration.
We continue to ensure our leadership development strategy supports our diversity, equity and inclusion efforts. For example, our Leadership Academy and our other leadership development programs have embedded the concept of Inclusive Leadership into the curriculum.
We provide additional information about our diversity, equity and inclusion efforts, Cigna’s 11 ERGs, as well as our workforce demographics, in our annual corporate responsibility report, Cigna Connects, available at www.cigna.com/about-us/corporate-responsibility/report/.
Cigna strives to be a leader among companies in its championing of equitable pay and diversity, equity and inclusion.
In support of our commitment to fairness in pay and opportunity for all of our employees, regardless of gender, race or ethnicity, in February 2020, Cigna became the first company in our industry to commit to the United Nations Women Empowerment Principles, which are designed to empower women in the workplace, the marketplace and the community. Cigna has joined the Paradigm for Parity coalition, further evidencing our commitment to gender parity in corporate leadership.
Cigna is also a signatory to the CEO Action for Diversity and Inclusion pledge and is active in the CEO Action for Diversity and Inclusion alliance, which is the largest CEO-led alliance to champion the business community to advance diversity and inclusion within the workplace.
As a result of our efforts to cultivate a diverse and inclusive workforce, Cigna has been awarded multiple recognitions, including:
100% onLGBTQ+ Equality” by the Human Rights Campaign Foundation’s Corporate Equality Index –Foundation.
Made the Best Place to Work for LGBTQ Equality ten years in a row (2022)
Number #7 on Corporate Religious Equity, Diversity & Inclusion (REDI) Index – 2021
Military Friendly Employer Gold – 2022
Military Friendly Spouse Employer – 2022
Seramount 100 BestU.S. Companies for Working MothersDiversity 2023 list for National Diversity Council, and Dads Lists – 2021recognized as one of America’s Greatest Workplaces for Diversity by Newsweek.
Number 33 on DiversityInc’s Top 50 DiverseNamed to the 2023 “Best-of-the-Best” Corporations for Inclusion by the National LGBT Chamber of Commerce and partners in the National Business Inclusion Consortium.
Named one of America’s Most JUST Companies listfor the fourth year by JUST Capital and specialty lists – 2021
Top company for Employee Resource Groups (ERGs) (#3)
Top company for LGBTQ Inclusion (#19)
Top company for Environment, Social and Governance (ESG)
100% onCNBC, including No. 1 in the Disability Equality Index – seven yearsHealth Care Providers industry and No.6 overall in a row (2021)the JUST 100 (up from No. 16 in 2023).
Professional Women’s Magazine – BestSummary
Upon consideration of the Best 2021
Black EOE Journal – Bestextensive policies, procedures, and governance structures of the Best 2021
Hispanic Network Magazine – Best of the Best 2021
U.S. Veteran’s Magazine – Best of the Best 2021
Leading Disability Employer by National Organization on Disability – 2021
Best for Vets – 2020
Brandon HallThe Cigna Group – Silver (excellence in DEI) – 2021
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Summary
The Board believes that the adoption of this proposal is unnecessary as it would not enhance Cigna’s already established commitmentrelated to pay equity and diversity, equity and inclusion. As described above and on page 32, we are committed to pay equity, to diverse leadership representation, and to fairness, and we have strong programs and practices supporting our ongoing commitment. Our current disclosure, which we believe compares favorably to our peers, already provides robust information regarding our pay equity practices, including the results of our annual review,its DEI efforts, as well as the diversity ofits related DEI reporting, our U.S. workforce, and our efforts to hire and promote women and racially and ethnically diverse employees into leadership positions. Accordingly, our Board unanimously recommends that shareholders vote AGAINST this proposal.

The Board of Directors
unanimously recommends
that shareholders vote AGAINST
Proposal 5 – Gender Pay
Gap Report.


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Shareholder Proposal – Political Contributions Report
Political Contributions Misalignment
Cigna has stated that CignaPAC “supports candidates who advance public policies that will help realize our vision of a more affordable, predictable and simple health care system for all Americans. CignaPAC considers a variety of criteria in funding decisions, such as committee assignments and leadership positions; geographic concentration of Cigna employees in a district or state; key business markets; candidates’ views on specific or emerging business issues(s); and candidates’ viability. In addition, some considerations are so foundational that they transcend all matters of public policy; accordingly, CignaPAC’s contribution strategy reflects Cigna’s commitment to value diversity and inclusion, as well as equity and equality, and CignaPAC will discontinue support of any elected official who encourages or supports violence.”
However, Cigna’s political expenditures appear to be misaligned with the company’s values and vision.
In January 2021, Cigna pledged to discontinue support to the 147 members of Congress who voted against certifying the election results yet has continued to support political committees that fundraise for them. Cigna also contributed to Georgia lawmakers who enacted legislation making it more difficult to access absentee voting ballots.
Cigna has consistently supported 527 organizations leading efforts to strike down the Affordable Care Act, which has made prescription drugs more accessible for millions, and contributes to PhRMA, which supports numerous organizations opposing efforts to reform drug pricing.
Cigna promotes gender equity in the workplace, and more than three-quarters of its workforce is female. Yet in the 2016-2020 election cycles, Cigna and its employee PACs have donated at least $3.4 million to politicians and political organizations working to weaken women’s access to reproductive health care. These include lawmakers who sponsored Texas SB8, which creates potential liability for organizations that insure in-state abortions after approximately 6 weeks of pregnancy. Large majorities of college-educated workers say the ability to control when and if to become a parent has been important to their career path.
Proponents believe that Cigna should establish policies and reporting systems that minimize risk to the firm’s reputation and brand by addressing possible missteps in corporate electioneering and political spending that contrast with its stated objectives.
Resolved
Shareholders request that Cigna publish an annual report, at reasonable expense, analyzing the congruence of political, lobbying and electioneering expenditures during the preceding year against publicly stated company values and policies, listing and explaining any instances of incongruent expenditures, and stating whether the identified incongruences have led to a change in future expenditures or contributions.
Supporting Statement
Proponents recommend that such report also contain management’s analysis of risks to our company’s brand, reputation or shareholder value of expenditures in conflict with publicly stated company values. “Expenditures for electioneering communications” means spending, from the corporate treasury and from the PACs, directly or through a third party, at any time during the year, on printed, internet or broadcast communications, which are reasonably susceptible to interpretation as in support of or opposition to a specific candidate.
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Board of Directors’ Statement in Opposition to Proposal 6 – Political Contributions Report
The Board appreciates the intent and spirit of the proposal, and believes that the Company already voluntarily provides disclosure reports, as detailed below, that are responsive to the request. Further, the Board believes the proponent’s request for explanatory declarations for every political engagement or political contribution made is not only unfeasible, but would be counterproductive to the Company’s engagement in such matters and therefore poses more risk to the enterprise, including all of its subsidiaries and brands.
The Board also observes that the proponent’s request is predicated upon an incomplete or, in some instances incorrect, fact set. Cigna does not support PhRMA (the Pharmaceutical Manufacturers Association) nor has the Company ever advocated for overturning the Affordable Care Act.
For these reasons, the Board unanimously recommends a vote AGAINST this proposal.
Cigna’s mission, strategy and values drive our participation in public policy.
Cigna views its engagement in the legislative, regulatory and public policy areas as no less of a business imperative than the products and services the Company brings to the market. The Board recognizes that an active, principles-based engagement with policy makers is important to our ability to fulfill our mission to improve the health, well-being and peace of mind of those we serve. Further, we believe we should contribute our expertise relevant to greater societal benefit outside of the individuals, families, beneficiaries and companies we serve. Our government relations engagements, including political contributions, are intended to be constructive and nonpartisan – with the objective of advancing public policies that support our mission.
Cigna takes an expansive view of diversity including race, ethnicity, nationality, gender, veteran status, ability, sexual orientation, and gender identity. At Cigna, individual differences represent a mosaic of opportunities, and diversity, equity and inclusion further enable us to execute on our long-term business strategy and drive the future success of the Company. Our approaches and demeanor in matters of politics and public policy are an extension of this belief.
Cigna’s mission and strategy are central to determining whether to make political contributions. The Company has a number of policies, practices and controls in place to ensure the proper oversight of such contributions.
The Company engages in regulated advocacy and lobbying activities at the state and federal levels, and distributes political contributions in accordance with applicable state and federal laws via Cigna Employees’ Political Action Committee (CignaPAC) and corporate contributions.
CignaPAC remains focused on the common concern of the diverse employees who fund it: to create a more affordable, predictable, sustainable and equitable health care system for our patients and communities. CignaPAC is nonpartisan, aligned with Cigna’s commitment to valuing diversity, equity and inclusion, and helps to support policymakers and candidates who share our views on public policies that we believe foster an equitable and more sustainable health care system. CignaPAC operates under defined criteria to evaluate funding decisions, such as committee assignments and leadership positions; geographic concentration of Cigna employees; key business markets; candidates’ views on specific or emerging business issue(s); and candidates’ viability. CignaPAC also considers certain topics as so foundational that they transcend all matters of public policy and, in 2020, the CignaPAC’s board updated CignaPAC’s strategy to include contributions that further our corporate values and leadership in diversity, inclusion, equity and equality. Accordingly, in addition to evaluating public policy positions on issues of business importance, CignaPAC conducts due diligence, analyzing information from direct engagements with candidates and research of publicly available and subscription services-based information, on all candidates in advance of any contribution. This process is dynamic and continuous with each contribution made, allowing for the reality that information or circumstances may change over time.
The Board recognizes that participation in the political process comes with the understanding that we may not always agree with all of the positions of the recipients, organizations or organizations’ other members. Moreover, as a highly regulated entity at the state and federal levels, our business continuity, viability and integrity are predicated upon an ability to engage constructively with officials and regulators, elected or appointed, in the jurisdictions in which our business operates, just as the Company complies with all other applicable laws. As one may expect among the CignaPAC employee funders, there remains a diversity of deeply held, personal views on a number of topics that continue to divide public discourse.

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Consistent with the Company’s nonpartisan approach, we believe that recipients of CignaPAC or corporate political contributions take positions or address issues of importance to Cigna and our stakeholders in a meaningful manner, which, in turn help us create long-term value. Cigna also contributes to national or state party committees or non-candidate-specific organizations who play important roles in shaping public policies of importance to Cigna’s mission. As these are annual contributions made at an organizational level, it would not be feasible for the Company to attempt to selectively mandate the use of Cigna funds, or track individual disbursements subsequently by the organization as the proponent suggests. In instances in which individual elements of an organization’s overall platform are not aligned with Cigna views, the Board believes it is in the Company’s and shareholders’ best interest for the Company to engage and educate on selected matters of disagreement.
The political environment can be highly charged. The Board believes an elevated level of discourse and civility would benefit all stakeholders, including Cigna shareholders, and that the proponent’s request to disclose, as a matter of process, names of candidates or organizations that Cigna has deemed disqualified from Cigna support would be counterproductive to that goal. Moreover, the Board believes the disclosure requested by the proponent would serve most assuredly to position Cigna and our brands centrally in the most divisive of social debates. We also observe that almost all public sources of information and reporting inherently embody degrees of editorializing or predisposition.
Cigna strives to undertake its own analyses of, and rely upon objective analyses of, the impacts of proposed public policy matters. The Company focuses its advocacy efforts on advancing public policies that we believe align with our goals. In 2021, these policies included addressing barriers to affordability, access and flexibility for patients, employers and providers as a result of the COVID-19 pandemic; expanding the employer-based market’s ability to provide innovative, value-based health coverage; aligning incentives and information around patients to help support their health care and value-based care decisions; growing opportunities for public–private partnerships; and ensuring policies enable a more integrated, equitable service model along with whole-person health.
In that context, the Board believes it is important to correct inaccurate statements in the proposal. Cigna does not support PhRMA (the Pharmaceutical Research and Manufacturers Association) but in fact, prioritizes public policy reforms that will curtail irrational pricing practices of, and encourage competition among, prescription drug manufacturers in order to improve patient affordability of medications. Cigna has never advocated for overturning the Affordable Care Act and, in fact, Cigna was one of the first of its peers to publicly denounce calls for repeal of the ACA at a time during which it was not politically expedient to do so. Both of these policy priorities are consistent with the Company’s behaviors in the markets it serves through Evernorth’s prescription drug solutions and sustained expansion of Cigna’s Individual and Family Plans’ in the ACA Exchanges and marketplaces.
Cigna has a number of governance frameworks, policies and processes in place designed to ensure political expenditures align with our strategy and mission.
As a matter of good corporate citizenship and constructive participants, Cigna is committed to transparency and strives to provide clarity about our goals and positions regarding political activities and expenditures, as well as why we believe active engagement in the public policy arena is important to our mission, business and customers. We have a number of governance frameworks, policies and processes in place designed to ensure our political expenditures align with our strategy and mission.
Cigna has strict standards in place governing its political giving activity, and contributions are made in accordance with applicable state and federal laws. All political contributions that are made directly by the Company must be made in accordance with our Political Activity Policy.
With respect to lobbying activities, the Vice President of Global Public Policy and Federal Government Affairs and the Vice President of State Government Affairs, members of the General Counsel’s senior leadership team, review lobbying efforts with Cigna’s enterprise leadership team, including our Chairman and Chief Executive Officer.
The Corporate Governance Committee assists the Board in overseeing Cigna’s political activities, including political expenditures. On a biannual basis, the Committee meets with the Vice President of Global Public Policy and Federal Government Affairs and reviews compliance with the Political Activity Policy, including the contributions made under that policy by the Company and CignaPAC during the previous year, and annually reviews lobbying expenses and trade association memberships.
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Cigna’s Political Contributions and Lobbying Activity Report provides detailed information on the Cigna’s corporate political expenditures and the expenditures of the CignaPAC.
For more than 10 years, Cigna has published its annual Political Contributions and Lobbying Activity Report (the “Political Contributions Report”). The 2021 Political Contributions Report can be found at https://www.cigna.com/static/www-cigna.com/docs/about-us/annualpoliticalcontributions2021.pdf. In this report, we provide information regarding the governance framework and processes and policies designed to ensure alignment between our strategy and mission and political expenditures. The report also provides information about: (1) direct political contributions that Cigna makes at a corporate level; (2) contributions that Cigna makes through the CignaPAC; and (3) the total amount of annual dues paid to any industry trade association to which Cigna pays $50,000 or more in annual dues, as well as the portion of any such dues that such trade associations inform us are allocable to any non-deductible lobbying expenses. This report consolidates information publicly available at state and federal levels, and includes additional information and explanations about the nature of the Company’s engagements that otherwise is not required by any regulatory filings.
Summary
Our Board believes that the implementation of this proposal is not in the best interests of The Cigna Group or ourits shareholders. The Board believes that The Cigna Group is adequately equipped to address DEI initiatives and compliance and that the information sought by the report would not advance the interests of the Company’s stakeholders in any meaningful way; instead, it could adversely impact our shareholders and other stakeholders reap meaningful benefits from our constructive, nonpartisan political activities. For over ten years, we have provided reports, published on our website, describinggiven the governance and strategy of our political activity, including detailed information about actual contributions. The Board does not believepotential that expandingsuch a report could prejudice the language contained in the report as requested by the proponent would promote a deeper understanding of our political activities policies or further enhance or protect our reputation. Further, given Cigna’s governance frameworks and processes in place regarding political expenditures and the disclosure included in our annual Political Contributions Report, the Board believes that the adoption of this proposal is unnecessary.Company.
Accordingly, our Board unanimously recommends a vote AGAINST this proposal.


The Board of Directors
unanimously recommends
that shareholders vote
AGAINST Proposal 6 – Political
Contributions Report.


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OWNERSHIP OF CIGNA COMMON STOCK
Ownership of The Cigna Group Common Stock
Stock Held by Directors, Nominees and Executive Officers
The following table provides information as of January 31, 20222024 about the amount of The Cigna Group common stock beneficially owned by each director, nominee and executive officer named in the Summary Compensation Table, and the amount of The Cigna Group common stock beneficially owned by the directors, nominees and executive officers as a group. In general, “beneficial ownership” includes those shares a director, nominee or executive officer has the power to vote or transfer (even if another person is the record owner), and stock options that are exercisable as of January 31, 20222024 or that may become exercisable within 60 days.
NAME
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(1)
PERCENT OF
CLASS
Directors and Nominees
William J. DeLaney
23,797
*
Eric J. Foss
33,016
*
Elder Granger, M.D.(2)
4,445
*
Neesha Hathi
471
*
George Kurian
880
*
Kathleen M. Mazzarella
3,211
*
Mark B. McClellan, M.D.
3,211
*
John M. Partridge
29,410
*
Kimberly Ross
1,614
*
Eric C. Wiseman(2)
4,200
*
Donna F. Zarcone(2)
15,389
*
Named Executive Officers
David M. Cordani
1,243,077
*
Brian C. Evanko
72,371
*
Nicole S. Jones
126,288
*
Eric P. Palmer
125,744
*
Timothy C. Wentworth
445,471
*
Matthew G. Manders
189,456
*
All Directors, Nominees and Executive Officers as a group including those named above (25 Persons)
2,652,173
0.80%
Name
Amount and Nature of
Beneficial Ownership(1)
(#)
Percent
of Class
(%)
Non-Executive Directors and Nominees
William J. DeLaney23,067*
Eric J. Foss34,737*
Elder Granger, M.D.(2)
3,923*
Neesha Hathi2,192*
George Kurian(2)
2,601*
Kathleen M. Mazzarella4,932*
Mark B. McClellan, M.D., Ph.D.4,932*
Philip O. Ozuah, M.D., Ph.D.624
Kimberly Ross3,335*
Eric C. Wiseman(2)
4,200*
Donna F. Zarcone(2)
14,265*
Named Executive Officers
David M. Cordani1,238,752*
Brian C. Evanko123,994*
Noelle K. Eder55,720*
Nicole S. Jones132,746*
Eric P. Palmer182,035*
All Directors, Nominees, and Executive Officers as a group including those named above (18 persons)1,950,7140.7 %
* Less than 1% of the outstanding common stock.

 *
The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement
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OWNERSHIP OF THE CIGNA GROUP COMMON STOCK
None of the shares reported are pledged as security.
 (1)
Includes, in addition to wholly owned shares held on January 31, 2022:
(1)Includes, in addition to wholly owned shares held on January 31, 2024:
13,500 vested restricted stock units that settle in common stock upon separation of service held by Ms. Zarcone;
sharesShares acquirable within 60 days of January 31, 20222024 by exercising stock options in the amount of 2,691 for Mr. DeLaney; 3,923 for General Granger; 671,954618,039 for Mr. Cordani; 49,64982,887 for Mr. Evanko; 81,86733,392 for Ms. Eder; 93,027 for Ms. Jones; 85,748 for Mr. Palmer; 375,863 for Mr. Wentworth; 137,542 for Mr. Manders; and an aggregate of 204,764 for other executive officers;
holdings in the Cigna stock fund of Cigna’s 401(k) Plan in the amount of 1,670 for Mr. Cordani; 847 for Mr. Evanko; 1,336 for Ms. Jones; 276122,269 for Mr. Palmer; and an aggregate of 13,50266,895 for other executive officers;officers.
153,801 shares held in family trusts where Mr. Cordani’s spouse is the trustee and over which Mr. Cordani may be deemed to share voting and investment power and 1,125 shares held in a family trust where Mr. Palmer’s spouse is the trustee and over which Mr. Palmer may be deemed to share voting and investment power.
Holdings in The Cigna Group stock fund of The Cigna Group 401(k) Plan in the amount of 1,727 for Mr. Cordani; 876 for Mr. Evanko; 156 for Ms. Eder; 1,382 for Ms. Jones; 285 for Mr. Palmer; and an aggregate of 8,105 for other executive officers.
sharesShares paid upon the vesting of the 2019–20212021–2023 SPS program in the amount of 18,76635,946 for Mr. Cordani; 2,4478,329 for Mr. Evanko; 3,8236,248 for Ms. Eder; 8,268 for Ms. Jones; 5,35212,792 for Mr. Palmer; 8,341 for Mr. Wentworth; 5,422 for Mr. Manders; and an aggregate of 11,6108,482 for other executive officers.
100   Cigna 2022 Notice of Annual Meeting of Shareholders and Proxy Statement
(2)The table below details, as of January 31, 2024, certain other securities, the value of which is directly tied to the value of The Cigna Group stock as described in “Non-Employee Director Compensation – Director Ownership.” Under SEC rules, shares underlying deferred common stock and hypothetical shares of common stock are not considered beneficially owned and are therefore not included in the table.

Name
Deferred
Common Stock
(#)
Hypothetical Shares
of Common Stock
(#)
Elder Granger, M.D.4,932
George Kurian902
Eric C. Wiseman17,7817,646
Donna F. Zarcone11,2932,948

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OWNERSHIP OF CIGNA COMMON STOCK
 (2)
The table below details, as of January 31, 2022, certain other securities, the value of which is directly tied to the value of Cigna stock as described in “Non-Employee Director Compensation – Director Ownership.” Under SEC rules, shares underlying deferred common stock, restricted stock units and hypothetical shares of common stock are not considered beneficially owned and are therefore not included in the table.
NAME
DEFERRED
COMMON STOCK
HYPOTHETICAL
SHARES OF COMMON
STOCK
Elder Granger, M.D.
3,211
Eric C. Wiseman
16,060
6,212
Donna F. Zarcone
11,293
2,849
Additional Information about Stock Held by Directors, Nominees and Executive Officers
Directors, director nominees, and executive officers as a group beneficially own approximately 0.8%0.7% of the outstanding common stock, based on 320,953,245292,355,022 shares of common stock outstanding on January 31, 2022.2024.
On January 31, 2022, the2024, The Cigna Group stock fund of Cigna’sThe Cigna Group 401(k) plan held a total of 3,725,9423,398,040 shares, or approximately 1.2% of the outstanding common stock on that date. Cigna’sThe Company’s Retirement Plan Committee determines how the shares held in the Cigna stock fund will be voted only to the extent individual participants do not give voting instructions.
The directors, nominees, and executive officers control the voting and investment of all shares of common stock they own beneficially.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of more than ten percent of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our securities. We believe, based on a review of such reports that have been filed with the SEC and written representations, that during 2021, our directors, executive officers, and ten percent beneficial owners complied with all Section 16(a) filing requirements, except that we did not report one gift of common stock by Mr. Palmer on a timely basis.

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OWNERSHIP OF THE CIGNA GROUP COMMON STOCK
Stock Held by Certain Beneficial Owners
The following table and notes provide information about beneficial owners of more than five percent of Cigna’sThe Cigna Group’s common stock. The percentpercentage of class reported in the table below is based on 320,953,245292,355,022 shares of The Cigna Group common stock outstanding as of January 31, 2022.2024.
NAME AND ADDRESS
OF BENEFICIAL OWNER
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
PERCENT
OF CLASS
BlackRock, Inc.(1)
55 East 52nd Street
New York, NY 10055
29,587,276
9.2%
The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355
26,120,848
8.1%
T. Rowe Price Associates, Inc.(3)
100 E. Pratt Street
Baltimore, MD 21202
17,961,332
5.6%
Dodge & Cox(4)
555 California Street,
40th Floor
San Francisco, CA 94104
17,484,197
5.4%
 (1)
Based on information as of December 31, 2021 contained in an amended Schedule 13G filed with the SEC on February 3, 2022 by BlackRock, Inc. The amended Schedule 13G indicates that BlackRock, Inc. has sole voting power with respect to 25,846,550 shares and sole dispositive power with respect to 29,587,276 shares.
 (2)
Based on information as of December 31, 2021 contained in an amended Schedule 13G filed with the SEC on February 9, 2022 by The Vanguard Group. The amended Schedule 13G indicates that The Vanguard Group has shared voting power with respect to 534,444 shares; sole dispositive power with respect 24,778,129 shares; and shared dispositive power with respect to 1,342,719 shares.
 (3)
Based on information as of December 31, 2021 contained in an amended Schedule 13G filed with the SEC on February 14, 2022 by T. Rowe Price Associates, Inc. The amended Schedule 13G indicates that T. Rowe Price Associates, Inc. has sole voting power with respect to 8,375,875 shares and sole dispositive power with respect to 17,961,332 shares.
 (4)
Based on information as of December 31, 2021 contained in a Schedule 13G filed with the SEC on February 14, 2022 by Dodge & Cox. The Schedule 13G indicates that Dodge & Cox has sole voting power with respect to 16,591,705 shares and sole dispositive power with respect to 17,484,197 shares.
Name and Address
of Beneficial Owner
Amount and Nature of Beneficial Ownership
(#)
Percent of Class
(%)
The Vanguard Group(1)
100 Vanguard Blvd.
Malvern, PA 19355
24,775,0828.5 %
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055
24,554,5448.4 %
(1)Based on information as of December 31, 2023 contained in an amended Schedule 13G filed with the SEC on February 13, 2024 by The Vanguard Group. The amended Schedule 13G indicates that The Vanguard Group has shared voting power with respect to 380,777 shares; sole dispositive power with respect to 23,524,739 shares; and shared dispositive power with respect to 1,250,343 shares.
(2)Based on information as of December 31, 2023 contained in an amended Schedule 13G filed with the SEC on January 25, 2024 by BlackRock, Inc. The amended Schedule 13G indicates that BlackRock, Inc. has sole voting power with respect to 22,248,118 shares and sole dispositive power with respect to 24,554,544 shares.

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Annual Meeting Information
Questions and Answers Aboutabout the Proxy Materials
Why did I receive proxy materials? What is included in the proxy materials?
Cigna’sThe Cigna Group’s Board of Directors is soliciting your proxy to vote at the 20222024 Annual Meeting of Shareholders. You received proxy materials because you owned shares of The Cigna Group common stock at the close of business on March 8, 2022,5, 2024, the record date, and that entitles you to vote at the Annual Meeting.
Proxy materials include the notice of annual meetingAnnual Meeting of shareholders,Shareholders, this Proxy Statement, and our annual report on Form 10-K for the year ended December 31, 2021.2023. If you received paper copies, the proxy materials also include a proxy card or voting instruction form. The Proxy Statement describes the matters on which the Board of Directors would like you to vote, and provides information about The Cigna Group that we must disclose under Securities and Exchange Commission regulations when we solicit your proxy.
Your proxy will authorize specified persons, each of whom also areis referred to as a proxy, to vote on your behalf at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the meeting in person. The written document by which you authorize a proxy to vote on your behalf is referred to as a proxy card.
Why did I receive a “Notice of Internet Availability of Proxy Materials” instead of printed copies of the proxy statement and annual report?
The Cigna Group has elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. On March 18, 2022,15, 2024, we mailed to shareholders a notice of the internet availability of proxy materials containing instructions on how to access our proxy materials online. We believe electronic delivery will lower costs and reduce the environmental impact of our Annual Meeting because we will print and mail fewer full sets of materials.
You may request to receive printed proxy materials by following the instructions contained in the notice of internet availability. You also may contact The Cigna Group Shareholder Services. Written requests should be directed to Shareholder Services, The Cigna Corporation,Group, Two Liberty Place, 5th5th Floor, 1601 Chestnut Street, Philadelphia, PA 19192-1550. You may also contact Shareholder Services at (215) 761-3516215.761.3516 or shareholderservices@cigna.com.shareholderservices@TheCignaGroup.com.
How can I get electronic access to the proxy materials?
The proxy materials are available for viewing at www.proxyvote.com. The notice of internet availability of proxy materials also provides instructions on how to:
view our proxy materials on the internet;
vote your shares after you have viewed the proxy materials; and
select a future delivery preference of paper or electronic copies of the proxy materials.
For shareholders who received a printed copy of our materials, you may choose to receive proxy materials electronically in the future. If you choose to do so, you will receive an email with instructions containing electronic links to the proxy materials for next year’s annual meeting and the proxy voting site.
If you hold your shares through a bank, a broker, or other custodian, you also may have the opportunity to receive the proxy materials electronically. Please check the information contained in the documents provided to you by your bank, a broker, or other custodian.
We encourage you to take advantage of the availability of the proxy materials electronically to help reduce the environmental impact of the Annual Meeting.



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Questions and Answers Aboutabout the Annual Meeting and Voting
What am I voting on at the Annual Meeting?
Management Proposal Item
MANAGEMENT
PROPOSAL
Board
Recommendation
ITEM
BOARD
RECOMMENDATION
MORE
INFORMATION
More Information
1
1

Election of the eleventwelve director nominees named in this Proxy Statement

Vote FOR each of
the nominees
2
2

Advisory approval of executive compensation

Vote FOR
Vote FORPage56
Page 40
3
3
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 20222024
Vote FOR
Vote FORPage113
Page 84
Shareholder Proposal Item
SHAREHOLDER
PROPOSAL
Board
Recommendation
ITEM
BOARD RECOMMENDATION
MORE INFORMATION
More Information
4Improve the shareholder right to call a special shareholder meeting
Vote AGAINST
Special shareholder meeting improvement
Vote AGAINST
Page 88
5Report to shareholders on risks created by the Company's diversity, equity, and inclusion efforts
Vote AGAINST

Gender pay gap report

Vote AGAINST
Page 91
6
Political contributions report
Vote AGAINST
Page 96
Could other matters be decided at the Annual Meeting?
We are not aware of any other matters that will be presented and voted upon at the Annual Meeting. The proxies will have discretionary authority, to the extent permitted by law, to decide how to vote on other matters that may come before the Annual Meeting.
How many votes can be cast by all shareholders?
Each share of The Cigna Group common stock is entitled to one vote on each of the eleventwelve director nominees named in this Proxy Statement and one vote on each of the other matters properly presented at the Annual Meeting. We had 318,376,760283,647,404 shares of common stock outstanding and entitled to vote as of the close of business on March 8, 2022.5, 2024.
How many votes must be present to hold the Annual Meeting?
At least two-fifths of the issued and outstanding shares entitled to vote, or 127,350,704113,458,962 shares, present in person or by proxy, are needed for a quorum to hold the Annual Meeting. Abstentions and broker non-votes (discussed below) are included in determining whether a quorum is present. We urge you to vote by proxy even if you plan to attend the Annual Meeting. This will help us know that enough votes will be present to hold the meeting.
How many votes are needed to approve each proposal? How do abstentions or broker non-votes affect the voting results?
The following table summarizes the vote threshold required for approval of each proposal and the effect on the outcome of the vote of abstentions and uninstructed shares held by brokers (referred to as broker non-votes). When a beneficial owner does not provide voting instructions to the institution that holds the shares in street name, brokers may not vote those shares in matters deemed non-routine. Only Proposal 3 is a routine matter.

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Management Proposal / ItemVote Required for ApprovalEffect of AbstentionsEffect of Broker
Non-Votes
1
MANAGEMENT
PROPOSAL
ITEM
VOTE REQUIRED
FOR APPROVAL
EFFECT OF ABSTENTIONS
EFFECT OF BROKER NON-VOTES
1
Election of the eleventwelve director nominees named in this Proxy Statement
Majority of votes cast
No effect
Not voted/No effect
2
2
Advisory approval of executive compensation
Majority of shares present and entitled to vote on the subject matter
Counted “against”
Not voted/No effect
3
3
Ratification of the appointment of the appointment of independent auditor
Majority of shares present and entitled to vote on the subject matter
Counted “against”
No broker non-votes; shares are voted by brokers in their discretion
Shareholder Proposal / Item
SHAREHOLDER
PROPOSAL
Vote Required for Approval
Effect of Abstentions
ITEM
VOTE REQUIRED
FOR APPROVAL
EFFECT OF ABSTENTIONS
EFFECT OF BROKER NON-VOTES
Effect of Broker
Non-Votes
4
4
SpecialImprove the shareholder right to call a special shareholder meeting improvement
Majority of shares present and entitled to vote on the subject matter
Counted “against”
Not voted/No effect
5
5
Report to shareholders on risks created by the Company's diversity, equity, and inclusion efforts
Gender pay gap report
Majority of shares present and entitled to vote on the subject matter
Counted “against”
Not voted/No effect
6
Political contributions report
Majority of shares present and entitled to vote on the subject matter
Counted “against”
Not voted/No effect

Signed but unmarked proxy cards will be voted “for” Proposals 1, 2, and 3 and “against” Proposals 4 5 and 6.5. Shares held by theThe Cigna Group stock fund of theThe Cigna Group 401(k) Plan that are not voted timely or properly will be voted by the plan trustees as instructed by Cigna’sThe Cigna Group’s Retirement Plan Committee.
How do I vote if I own shares as a record holder?
If your name is registered on Cigna’sThe Cigna Group’s shareholder records as the owner of shares, you are the “record holder.” This may include shares held at Computershare prior to October 2014 from restricted stock that has vested, shares acquired through an option exercise, and shares issued in settlement of SPS awards. If you hold shares as a record holder, there are four ways that you can vote your shares.
Over the internet. Vote at www.proxyvote.com in advance of the meeting. The internet voting system is available 24 hours a day until 11:59 p.m. Eastern Time on Tuesday, April 26, 2022.23, 2024. Once you enter the internet voting system, you can record and confirm (or change) your voting instructions.
By telephone. Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern Time on Tuesday, April 26, 2022.23, 2024. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.
By mail.If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. If you received only a notice of internet availability but want to vote by mail, the notice includes instructions on how to request a paper proxy card. For your mailed proxy card to be counted, we must receive it before 9:10:30 a.m. Eastern Time on Wednesday, April 27, 2022.24, 2024.
At the meeting. To vote during the Annual Meeting, visit www.virtualshareholdermeeting.com/CI2022CI2024 and enter the 16-digit control number included in your notice of internet availability of proxy materials or proxy card.
Please note that you cannot vote using the notice of internet availability of proxy materials. The notice identifies the items of business and describes how to vote, but you cannot vote by marking the notice and returning it.

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How do I vote if my Cigna shares are held by a bank, broker, or custodian (including a Fidelity brokerage account)?
If your shares are held by a bank, broker, or other custodian (commonly referred to as shares held “in street name”), the holder of your shares will provide you with a copy of this Proxy Statement, a voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote over the internet or by telephone. Unless you provide voting instructions, your shares will not be voted on any matter except for the ratification of the appointment of our
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independent auditors (Proposal 3). To ensure that your shares are counted in each of the other matters, we encourage you to provide instructions on how to vote your shares.
To vote during the Annual Meeting, visit www.virtualshareholdermeeting.com/CI2022CI2024 and enter the 16-digit control number included on your voting instruction form. If you have questions about your control number, please contact your bank, broker, or other custodian.
How do I vote if my The Cigna Group shares are held by Fidelity in an employee stock account?
Employee stock accounts maintained by Fidelity include unvested restricted stock that is votable if held on the record date. You should follow the rules above for voting shares held as a record holder.
How do I vote shares held in theThe Cigna Group stock fund of theThe Cigna Group 401(k) Plan?
If you have money invested in theThe Cigna Group stock fund of theThe Cigna Group 401(k) Plan, you may provide voting instructions as to the number of shares allocated to your account on the record date. However, you have an earlier deadline for submitting voting instructions. Your voting instructions must be received by 11:59 p.m. Eastern Time on Thursday, April 21, 2022.18, 2024. You may vote over the internet, by telephone, or by mail (as described above), but you may not vote shares allocated to your 401(k) accounts in person at the Annual Meeting. The plan trustees will vote such shares in accordance with your voting instructions if they are received timely.in a timely manner. If you do not send instructions by the April 21, 202218, 2024 deadline, you do not vote, or you return your proxy card with unclear voting instructions or no voting instructions, the plan trustees will vote the number of shares allocated to your 401(k) account as instructed by Cigna’sThe Cigna Group Retirement Plan Committee. Your voting instructions will be kept confidential under the terms of the plan.
Shares allocated to your 401(k) account, shares held in an employee stock account with Fidelity or shares held at Computershare may be aggregated on one proxy card. Please note that if voting instructions are submitted after 11:59 p.m. Eastern Time on Thursday, April 21, 2022,18, 2024, your
vote will be counted for any shares held in your employee stock account at Fidelity or Computershare, but not with respect to shares allocated to your 401(k) account.
What should I do if I receive more than one set of proxy materials?
You may receive more than one set of proxy materials if your shares are registered differently or are in more than one account. Please provide voting instructions for all of the notices and proxy and voting instruction cards you receive.
Can I change my vote?
Yes. If you are a record holder, you may:
Enter new instructions by telephone or internet voting before 11:59 p.m. Eastern Time on Tuesday, April 26, 2022;23, 2024.
Send a new proxy card with a later date than the card submitted earlier. We must receive your new proxy card before 9:10:30 a.m. Eastern Time on Wednesday, April 27, 2022;24, 2024.
Write to the Corporate Secretary at the address listed below. Your letter should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change, your new voting instructions, if applicable, and your signature. Your letter must be received by the Corporate Secretary before 9:10:30 a.m. Eastern Time on Wednesday, April 27, 2022; or24, 2024.
Vote during the Annual Meeting, which will automatically cancel any proxy previously given.
If you hold your shares in street name, you may:
Submit new voting instructions in the manner provided by your bank, broker, or other custodian; or
Vote during the Annual Meeting, which will automatically cancel any proxy previously given.
Written notices of revocation and other communications about revoking The Cigna Group proxies should be addressed to the Office of the Corporate Secretary, The Cigna Corporation,Group, Two Liberty Place, 11th11th Floor, 1601 Chestnut Street, Philadelphia, Pennsylvania 19192-1550.
Who will count the votes? Is my vote confidential?
Broadridge Financial Services will serve as the Inspector of Election for the Annual Meeting. The Inspector of Election will determine the number of shares outstanding, the shares represented at the Annual Meeting, the existence of a quorum, and the validity of proxies and ballots, and will count all votes and ballots.
All votes are confidential. Your voting records will not be disclosed to us, except as required by law, in contested Board elections, or certain other limited circumstances.

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Can I attend the Annual Meeting? How can I participate in the meeting online?
The Annual Meeting will be held in a virtual format only. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 8, 2022,5, 2024, or hold a valid proxy for the meeting. Shareholders who attend virtually will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Accordingly, as shareholders, you will be able to listen, submit your questions, and vote your shares online regardless of location.
To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/CI2022CI2024 and enter the 16-digit control number included in your notice of internet availability of proxy materials, voting instruction form, or proxy card. Online access to the meeting will open approximately 15 minutes prior to the start of the Annual Meeting.
A question and answer session will be available to shareholders during the Annual Meeting and will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/CI2022CI2024,
The Company will provide rules of conduct, which can be obtained at www.proxyvote.com after logging in with your unique 16-digit control number provided on your notice of internet availability of proxy materials, your proxy card, or your voting instruction form that accompanied your proxy materials. The rules of conduct will be strictly adhered to during the Annual Meeting.
If you have any questions about proxyvote.comwww.proxyvote.com or your control number, please contact the bank, the broker, or other organization that holds your shares.
If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log-in page. Technical support will be available starting 15 minutes prior to the meeting.
Whether or not you expect to attend the Annual Meeting virtually, please vote your shares in one of the ways described in this Proxy Statement as promptly as possible.
No recording of the Annual Meeting is allowed, including audio and video recording.
If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log-in page. Technical support will be available starting 15 minutes prior to the meeting.
Who pays for the proxy solicitation and how will The Cigna Group solicit votes?
The Cigna Group pays the cost of preparing our proxy materials and soliciting your vote. Proxies may be solicited on our behalf by our directors, officers, employees, and agents by telephone, electronic or facsimile transmission, or in person. We will enlist the help of banks and brokerage houses in soliciting proxies from their customers and reimburse them for their related out-of-pocket expenses. In addition, we have engaged Innisfree M&A Incorporated to assist in soliciting proxies. The Cigna Group will pay Innisfree M&A Incorporated a fee of approximately $20,000 plus reasonable out-of-pocket expenses.
Where can I find the voting results of the Annual Meeting?
We will publish the voting results of the Annual Meeting on a Current Report on Form 8-K filed with the SEC within four business days following the end of our Annual Meeting.
How can I communicate with the Board of Directors?
Shareholders and interested parties may contact the Board of Directors, the Chair of the Board, the independent directors, or specific individual directors by submitting an e-mailemail to DirectorAccessMailbox@cigna.com.DirectorAccessMailbox@TheCignaGroup.com. Shareholders and interested parties also may send written correspondence to Director Access, Attention: Office of the Corporate Secretary. If you would like to recommend a future nominee for Board membership, you can submit a written recommendation, including the name and other pertinent information for the nominee to the Office of the Corporate Secretary. Written correspondence may be sent to the Office of the Corporate Secretary, The Cigna Corporation,Group, Two Liberty Place, 11th11th Floor, 1601 Chestnut Street, Philadelphia, PA 19192-1550.
The Office of the Corporate Secretary reviews correspondence received and will filter advertisements, solicitations, spam, and other such items not related to a director’s duties and responsibilities. Communications addressed to individual directors at the director address will be submitted to such individual directors. Communications addressed to the Board may, at our discretion, be shared with members of our management. Concerns related to accounting, internal controls, or auditing matters are handled in accordance with procedures established by the Audit Committee with respect to such matters.
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How does a shareholder submit a proposal or nomination of a director candidate for the 20232025 annual meeting?
Proposals
If you intend to submit a proposal to be included in next year’s proxy statement pursuant to SEC Rule 14a-8, the Corporate Secretary must receive your proposal on or before November 18, 2022.15, 2024. Submitting a shareholder

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proposal does not guarantee that The Cigna Group will include the proposal in the proxy statement if the proposal does not satisfy the SEC’s rules.
If you want to present your proposal at the 20232025 annual meeting but are not proposing it pursuant to SEC Rule 14a-8, the Corporate Secretary must receive your proposal no earlier than December 28, 202225, 2024, and no later than the close of business on January 27, 2023,24, 2025, and it must satisfy the requirements set forth in Article II, Section 12 of Cigna’sThe Cigna Group By-Laws. If, however, the 20232025 annual meeting is not within 30 days before or 60 days after the anniversary of this Annual Meeting, we must receive such notice no earlier than the 120th120th day prior to such meeting and no later than the close of business on the later of the 90th90th day prior to such meeting and the 10th10th day following the public announcement of the meeting date.
Director Nominations
The Board has implemented a proxy access provision in our By-Laws, which allows a shareholder or group of up to 20 shareholders owning in aggregate three percent or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to 20% of the number of directors in office or two nominees, whichever is greater, provided the shareholder(s) and nominee(s) satisfy the requirements in our By-Laws. If a shareholder or group of shareholders wishes to nominate one or more director candidates to be included in the Company’s proxy statement for the 20232025 annual meeting of shareholders pursuant to the proxy access provisions in Article II, Section 13 of our By-Laws, we must receive proper written notice of any such nomination no earlier than October 19, 202216, 2024, and no later than the close of business on November 18, 2022,15, 2024, and the nomination must otherwise comply with our By-Laws. If, however, the 20232025 annual meeting is not within 30 days before or 60 days after the anniversary of this Annual Meeting, we must receive such notice no earlier than the close of business on the 120th120th day prior to such meeting and no later than the close of business on the later of the 90th90th day prior to such meeting and the 10th10th day following the public announcement of the meeting date.
If you would like to otherwise nominate a candidate for director at the 20232025 annual meeting, the Corporate Secretary must receive your notice no earlier than the close of business on December 28, 202225, 2024, and no later than the close of business on January 27, 2023,24, 2025, and it must satisfy the requirements set forth in Article II,
Section 11 of Cigna’s By-Laws.The Cigna Group By-Laws, including the informational requirements related to Rule 14a-19. If, however, the 20232025 annual meeting is not within 30 days before or 60 days after the anniversary of this Annual Meeting, we must receive such notice no earlier than the close of business on the 120th120th day prior to such meeting and no later than the close of business on
the later of the 90th90th day prior to such meeting and the 10th10th day following the public announcement of the meeting date.
In addition to satisfying the foregoing requirements under Cigna’s By-Laws, to comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than Cigna’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 26, 2023.
Correspondence to the Corporate Secretary may be addressed to: Corporate Secretary, The Cigna Corporation,Group, Two Liberty Place, 11th11th Floor, 1601 Chestnut Street, Philadelphia, PA 19192-1550.
Can shareholders call a special meeting?
Holders of at least a 25% net long ownership interest in Cigna’sThe Cigna Group outstanding common stock can request the Company to call a special meeting. To qualify for the right to request a special meeting, the required net long ownership interest must have been held continuously for at least one year prior to the date of the special meeting request. The right to call a special meeting is subject to specified information, timing, and other requirements set forth in our By-Laws that are intended to ensure that shareholders receive adequate information in connection with a special meeting and avoid the unnecessary use of resources that would result from holding multiple shareholder meetings in a short time period.
Shareholders may nominate persons for election to the Board of Directors at a special meeting at which directors are to be elected by following the procedures set forth in Cigna’sThe Cigna Group’s By-Laws. We must receive proper written notice of any such nomination no earlier than the close of business on the 120th120th day prior to such meeting and no later than the close of business on the later of the 90th90th day prior to such meeting and the 10th10th day following the public announcement of the meeting date.

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How do I obtain copies of Cigna’sThe Cigna Group’s corporate governance and other company documents?
The Guidelines, committee charters, and Cigna’sThe Cigna Group Code of Ethics and the Director Code of Business Conduct and Ethics are posted at www.cigna.com/about-us/company-profile/https://www.thecignagroup.com/our-impact/esg/healthy-company/corporate-governance/. In addition, these documents are available in print to any shareholder who submits a written request to the Corporate Secretary at the address listed above.
The Company’s filings with the SEC, including its annual report on Form 10-K, are available through www.sec.gov.
If you are a shareholder and did not receive an individual copy of this year’s Proxy Statement, annual report, or notice of internet availability of proxy materials, we will send a copy to you if you address a written request to Shareholder Services, The Cigna Corporation,Group, Two Liberty
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Place, 5th5th Floor, 1601 Chestnut Street, Philadelphia, PA 19192-1550. You may also contact Shareholder Services at (215) 761-3516 or shareholderservices@cigna.com.shareholderservices@TheCignaGroup.com.
What is householding and how does it affect me?
If you and other residents at your mailing address own shares of The Cigna Group stock in “street name,” your broker or bank may have notified you that your household will receive only one proxy statement and annual report or notice of internet availability of proxy materials, but each shareholder who resides at your address will receive a separate proxy card or voting instruction form. This practice is known as “householding.” Unless you responded that you did not want to participate in
householding, you may have been deemed to have consented to the process. Householding benefits both you and The Cigna Group because it reduces the volume of duplicate information received at your household and helps The Cigna Group reduce expenses and conserve natural resources.
If you would like to receive your own set of Cigna’sThe Cigna Group proxy statement and annual report or your own notice of internet availability of proxy materials in the future, or if you share an address with another The Cigna Group shareholder and together both of you would like to receive only a single set of Cigna’sThe Cigna Group’s proxy materials, please notify your broker or bank. If you are a record holder, please contact Broadridge Financial Services by mail at 51 Mercedes Way, Edgewood, New York, 11717 or by calling 1-866-540-7095.866.540.7095.
Forward-Looking Statements
This proxy statement, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on The Cigna Group's current expectations and projections about future trends, events and uncertainties. These statements are not historical facts. Forward-looking statements may include, among others, statements concerning our strategy, share repurchases and statements relating to the impact of the sale of The Cigna Group’s Medicare Advantage, Cigna Supplemental Benefits, Medicare Part D and CareAllies businesses, including, without limitation, the ultimate transaction value and the projected impact of the transaction on The Cigna Group’s adjusted income from operations per share (or earnings per share). You may identify forward-looking statements by the use of words such as "believe," "expect," "project," "plan," "intend," "anticipate," "estimate," "predict," "potential," "may," "should," "will" or other words or expressions of similar meaning, although not all forward-looking statements contain such terms.
Forward-looking statements are subject to risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those expressed or implied in forward-looking statements. The discussions in our Annual Report on Form 10-K for the year ended December 31, 2023, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections therein, as such discussions may be updated from time to time in our periodic filings with the Securities and Exchange Commission, include both expanded discussion of these factors and additional risk factors and uncertainties that could affect the matters discussed in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance or results, and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. The Cigna Group undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

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ANNEXAnnex A – NON-GAAP FINANCIAL INFORMATION
Effective January 1, 2023, The Cigna Group adopted amended accounting guidance for long-duration insurance contracts. Prior period amounts within Annex A have been retrospectively adjusted to conform to this new basis of accounting. See Note 2 - Summary of Significant Accounting Policies to The Cigna Group’s consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information.
Adjusted Income from Operations
Adjusted income (loss) from operations is a principal financial measure of profitability used by Cigna’sThe Cigna Group’s management because it presents the underlying results of operations of Cigna’sThe Cigna Group’s businesses and permits analysis of trends in underlying revenue, expenses and shareholders’ net income. Consolidated adjusted income (loss) from operations is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders’ net income.
Adjusted income from operations is defined as shareholders’ net income (or income before income taxes less pre-tax income (loss) attributable to noncontrolling interests for the segment metric) excluding net realized investment results, amortization of acquired intangible assets and special items. Cigna’sThe Cigna Group’s share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting are also excluded. Special items are matters that management believes are not representative of the underlying results of operations due to their nature or size. Special items are described in our Annual Report on Form 10-K for the year ended December 31, 2021.2023. Adjusted income (loss) from operations is measured on an after-tax basis for consolidated results and on a pre-tax basis for segment results.
Additionally, when
Consolidated Adjusted Income from Operations Reconciliation
(dollars in millions)
Year Ended December 31,202320222021
Pre-taxAfter-taxPre-taxAfter-taxPre-taxAfter-tax
Shareholders’ net income$5,164$6,704$5,370
Adjustments to reconcile to adjusted income from operations:
Net realized investment losses (gains)$135114$613496$(198)(161)
Amortization of acquired intangible assets1,8191,4131,8761,3451,9981,494
Special items1,997757(1,533)(1,232)451279
Adjusted income from operations$7,448
$7,313(1)
$6,982
(1)When comparing 20202023 to 20212022 for the purposes of EIP awards, management excluded the 2020 adjusted income from operations from the divested international (for the six month period from January 2022 to June 2022) and Türkiye (for the full year ended December 31, 2022) businesses. Full-year 2022 adjusted income from operations was $7.0 billion when excluding the contributions from the divested Group, Disabilityinternational and Life business.Türkiye businesses.
CONSOLIDATED ADJUSTED INCOME FROM OPERATIONS RECONCILIATION
(dollars in millions)
Year Ended December 31,
2021
2020
Shareholders' net income (loss)
$5,365
$8,458
After-tax adjustments to reconcile to adjusted income from operations:
Net realized investment (gains) losses
(158)
(244 )
Amortization of acquired intangible assets
1,494
1,431
Special Items:
279
(2,850)
Adjusted income (loss) from operations
$ 6,980
$6,795
CONSOLIDATED ADJUSTED INCOME FROM OPERATIONS PER SHARE RECONCILIATION
Year Ended December 31,
2021
2020
Shareholders' net income (loss)
$15.73
$ 22.96
After-tax adjustments to reconcile to adjusted income from operations:
Net realized investment (gains) losses
(0.46)
(0.66)
Amortization of acquired intangible assets
4.38
3.88
Special Items:
0.82
(7.73 )
Adjusted income (loss) from operations
$ 20.47
$18.45

The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement
A-1



ANNEX A
Consolidated Adjusted Income from Operations Per Share Reconciliation
Year Ended December 31,202320222021
Pre-taxAfter-taxPre-taxAfter-taxPre-taxAfter-tax
Shareholders’ net income$17.39$21.41$15.75
Adjustments to reconcile to adjusted income from operations:
Net realized investment losses (gains)$0.450.38$1.961.59$(0.58)(0.47)
Amortization of acquired intangible assets6.134.775.994.305.864.38
Special items6.732.55(4.90)(3.94)1.320.82
Adjusted income from operations$25.09$23.36$20.48

Pre-Tax Adjusted Income (Loss) from Operations by Segment Reconciliation
(dollars in millions)
Year Ended December 31,202320222021
Evernorth Health Services$6,442$6,127$5,818
Cigna Healthcare4,4784,0993,601
Other Operations96509903
Corporate, net of eliminations(1,698)(1,466)(1,339)
Consolidated pre-tax adjusted income from operations9,3189,2698,983
Income attributable to noncontrolling interests1468458
Net realized investment (losses) gains(135)(613)198
Amortization of acquired intangible assets(1,819)(1,876)(1,998)
Special items(1,997)1,533(451)
Income before income taxes$5,513$8,397$6,790

A-2
2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group



ANNEX A
Adjusted Revenues
Adjusted revenues is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, total revenues. Adjusted revenues is used by Cigna’sThe Cigna Group’s management because it permits analysis of trends in underlying revenue. The Company defines adjusted revenues as total revenues excluding the following adjustments: special items and Cigna'sThe Cigna Group’s share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting. Special items are matters that management believes are not representative of the underlying results of operations due to their nature or size. We exclude these items from this measure because management believes they are not indicative of past or future underlying performance of the business.
Additionally, when
Total Revenues Reconciliation
(dollars in millions)
Year Ended December 31,202320222021
Total revenues$195,265$180,518$174,069
Net realized investment results from certain equity method investments57126
Adjusted revenues$195,322
$180,644(1)
$174,069
(1)When comparing 20202023 to 20212022 for the purposes of EIP awards, management excluded the 2020 adjusted revenuerevenues from the divested international (for the six month period from January 2022 to June 2022) and Türkiye (for the full year ended December 31, 2022) businesses. Full-year 2022 adjusted revenues were $178.9 billion when excluding the contributions from the divested Group, Disabilityinternational and Life business.Türkiye businesses.
TOTAL REVENUES RECONCILIATION
(dollars in millions)
Year Ended December 31,
2021
2020
Total revenues
174,078
160,401
Net realized investment results from certain equity method investments
(130 )
Special item related to contractual adjustment for a former client
(204 )
Adjusted revenues
$ 174,078
$ 160,067

Adjusted Revenues by Segment Reconciliation
(dollars in millions)
Year Ended December 31,202320222021
Evernorth Health Services$153,499$140,335$131,912
Cigna Healthcare51,20545,03744,643
Other Operations5962,2633,989
Corporate, net of eliminations(9,978)(6,991)(6,475)
Adjusted revenues$195,322$180,644$174,069


The Cigna 2022 Group | 2024 Notice of Annual Meeting of Shareholders and Proxy StatementAnnex A-1
A-3



ANNEX A

Segment Growth Metrics

TABLE OF CONTENTS

Evernorth Health Services Two Year Growth Metrics
(dollars in millions)
Year Ended December 31,202320222021Two year CAGR
Evernorth Health Services Adjusted Revenues$153,499$140,335$131,9128%
Evernorth Health Services Pre-tax Adjusted Income from Operations$6,442$6,127$5,8185%

Cigna Healthcare Growth Metrics
(dollars in millions)
Year Ended December 31,20232022
Increase
2023 vs 2022
Cigna Healthcare Adjusted Revenues$51,205$45,037$6,168
Cigna Healthcare Pre-tax Adjusted Income from Operations$4,478$4,099$379
Cigna Healthcare Pre-tax margin(1)
8.7%9.1%(40) bps
(1)Pre-tax margin is defined as pre-tax adjusted income from operations divided by adjusted revenues.
A-4
ANNEX B – GENERAL INDUSTRY PEER GROUP
Abbott Laboratories
Merck & Co. Inc.
AbbVie Inc.
MetLife, Inc.
AFLAC Inc.
NIKE, Inc.
The Allstate Corporation
American Airlines Group Inc.
Oracle Corporation
Pfizer Inc.
American Express Company
The Procter & Gamble Company
American International Group, Inc.
The Progressive Corporation
Amgen Inc.
Prudential Financial, Inc.
AT&T, Inc.
Southwest Airlines Co.
Bank of America Corporation
Starbucks Corporation
Bristol-Myers Squibb Company
Thermo Fisher Scientific Inc.
Charter Communications, Inc.
T-Mobile US, Inc.
Chubb Limited
The Travelers Companies, Inc.
Citigroup Inc.
U.S. Bancorp
Eli Lilly and Company
United Airlines Holdings, Inc.
FedEx Corporation
United Parcel Service, Inc.
Gilead Sciences Inc.
Verizon Communications Inc.
HCA Healthcare, Inc.
Wells Fargo & Company
International Business Machines Corp.

Cigna 20222024 Notice of Annual Meeting of Shareholders and Proxy Statement Annex B-1| The Cigna Group