Shaking the money tree at CIGNA…
There’s an old cliché that money doesn’t grow on trees, but – based on an 8-K that we read May 31 – we wonder if the tree that inspired CIGNA Corporation’s (CI) logo might be an exception. In the past few months, after all, CIGNA’s executive compensation decisions have inspired posts such as this one and this one.
CIGNA filed the regulatory document Tuesday to announce the appointment of Ralph J. Nicoletti, 53, as its new Executive Vice President and Chief Financial Officer, a post that he will start on June 20. The transition follows Nicoletti’s departure from Alberto Culver (recently acquired by Unilever N.V. (UN)), where he was the executive vice president and CFO.
While at Alberto Culver, Nicoletti got a base salary of $490,000, together with other forms of compensation that added up to a total compensation package worth a bit more than $1.901 million, according to that company’s January, 2011 proxy. But since Nicoletti’s departure follows Alberto Culver’s sale to Unilever, the transaction also gave him the right to collect a change in control payment. Although we won’t know the exact sum that Nicoletti got for a while yet, the above-referenced proxy and the DEFM 14A (merger proxy) filed in November, 2010 suggest that the change in control payment and equity interests could top $5 million.
The move to CIGNA will give Nicoletti a nice raise: He will start with a base salary of $550,000, but that’s just the beginning of the fiscal fruits falling into his basket from the CIGNA money tree.
He’s also eligible for a Management Incentive Plan bonus that comes with a target of another $550,000, although – depending on the company’s performance and his own – he might get nothing, or he could get as much as $1.1 million. According to the Offer Letter filed with the 8-K, whatever amount is ultimately awarded, Nicoletti will get a pro-rated share that’s based on the amount of time he worked in 2011.
In addition to that, Nicoletti may earn as much as $1.9 million in long-term incentives. The company promised him that during the annual grant process, he will be considered for stock options worth $950,000 and Strategic Performance Share awards worth another $950,000.
To further sweeten the pot, CIGNA offered Nicoletti a $50,000 sign-on cash bonus (which he will get within 30 days of starting the new job), as well as long-term incentive awards with an estimated present value worth more than $2.122 million. Dubbed a “Sign-On Long-Term Incentive,” this includes a combination of 2,372 Strategic Performance Units, to be paid in 2012 and with an estimated value of $177,900; Strategic Performance Shares that will be awarded in 2013 and 2014, with a combined estimated present-day value of $1,444,445; a restricted stock grant with a grant-date value of $250,000; and stock options with a grant date value of $250,000.
Nicoletti is replacing acting CFO Thomas McCarthy, who stepped into the role September 1, 2010, after Annmarie Hagan – who had the CFO job for 15 months and a few days, from May 26, 2009 to Sept. 1, 2010 – resigned. According to the Agreement and Release Hagan signed at the time of her departure, CIGNA paid her a bit more than $1.411 million in separation-related payments.
But in the company’s press release announcing Nicoletti’s hiring, CIGNA’s president and CEO, David Cordani, said: —Ralph is an experienced global leader with the skills, strategic vision and passion to deliver strong results for our customers and shareholders. He is ideally suited to enable the execution of our growth strategy to best serve our customers and shareholders.
All that’s well and good for Nicoletti, but we’re wondering if CIGNA can spare a clipping from (and the growth strategy for) its money tree so that we can see if the transplant will take root elsewhere.