CVS HEALTH Corp
For the period ended May 15, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Apr 4, 2025
Contents
Proxy Statement Highlights
This summary highlights selected information in this proxy statement – please review the entire document before voting.
All of our Annual Meeting materials are available atwww.cvshealthannualmeeting.com. There, you can download electronic copies of our 2024 Annual Report and proxy statement and use the link to vote.
Voting Items
| ITEM | |||
|---|---|---|---|
| 1 | Election of directors Our 13 continuing directors are seasoned leaders who bring a mix of skills and qualifications to our Board of Directors | ||
| FOR each director nominee | See page 10 | ||
| ITEM | |||
|---|---|---|---|
| 2 | Ratify the appointment of the Company’s independent registered public accounting firm for 2025 Based on its recent evaluation, our Audit Committee believes that the retention of Ernst & Young LLP is in the best interests of the Company and its stockholders | ||
| FOR | See page 41 | ||
| ITEM | |||
|---|---|---|---|
| 3 | Say on pay - an advisory vote on the approval of the Company’s executive compensation Our executive compensation program reflects our unwavering commitment to paying for performance and reflects feedback received from stockholder outreach | ||
| FOR | See page 43 | ||
| ITEM | |||
|---|---|---|---|
| 4 | Stockholder proposal See the Board of Directors’ statement of opposition AGAINST the stockholder proposal | ||
| AGAINST | See page 104 | ||
2025 Proxy Statement3
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The CVS Health Board
Jean-Pierre Millon, an independent member of the Board of Directors (the “Board”), who has reached our mandatory retirement age, is retiring from the Board at the 2025 Annual Meeting. In addition Nancy-Ann M. DeParle and Mary L. Schapiro will not be standing for re-election. At the time of the Annual Meeting, the size of the Board will be reduced to 13 directors. You are asked to vote on the election of the following 13 nominees to serve on the Board of CVS Health Corporation (“CVS Health” or the “Company”). All directors are elected by a majority of votes cast, and all presently serve on the Board. The information below reflects the current leadership and expected membership of each of the Board’s committees after the Annual Meeting.
| Name | Principal Occupation | Age | Director Since | Current Board Roles | Other Public Company Boards |
|---|---|---|---|---|---|
| Fernando Aguirre | Former Chairman, President and CEO of Chiquita Brands International, Inc. | 67 | 2018 | IND, A (Chair), MP&D | 2 |
| Jeffrey R. Balser, M.D., Ph.D. | President and CEO of Vanderbilt University Medical Center | 63 | 2022 | IND, A, HS&T (Chair), E | None |
| C. David Brown II | Partner; Former Member of Executive Committee of Nelson Mullins Riley & Scarborough LLP | 73 | 2007 | IND, MP&D (Chair), N&CG | None |
| Alecia A. DeCoudreaux | President Emerita of Mills College at Northeastern University and Former Executive at Eli Lilly and Company | 70 | 2015 | IND, HS&T, N&CG | 1 |
| Roger N. Farah | Executive Chair of the Board of CVS Health Corporation; Former Executive at Tory Burch and Ralph Lauren | 72 | 2018 | E (Chair) | 1 |
| Anne M. Finucane | Chair of the Board of Rubicon Carbon and Former Vice Chairman of Bank of America Corporation | 72 | 2011 | IND, A, MP&D, E | 1 |
| J. David Joyner | President and CEO of CVS Health Corporation | 60 | 2024 | E | None |
| J. Scott Kirby | CEO and a Member of the Board of United Airlines Holdings, Inc. | 57 | 2023 | IND, HS&T, N&CG | 1 |
| Michael F. Mahoney | Chairman of the Board, President and CEO of Boston Scientific Corporation | 60 | 2023 | LID, MP&D, N&CG (Chair), E | 1 |
| Leslie V. Norwalk | Strategic Counsel at Epstein Becker & Green P.C. | 59 | 2024 | HS&T | 41 |
| Larry M. Robbins | Founder, Chief Executive Officer and Portfolio Manager of Glenview Capital Management, LLC | 55 | 2024 | IND, A | 1 |
| Guy P. Sansone | Chairman and Chief Executive Officer of H2 Health | 60 | 2024 | IND, A | 1 |
| Douglas H. Shulman | Chairman and Chief Executive Officer of OneMain Holdings, Inc. | 57 | 2024 | IND, MP&D | 1 |
| IND - Independent LID - Lead Independent Director | A - Audit E - Executive | HS&T - Health Services and Technology | MP&D - Management Planning and Development | N&CG - Nominating and Corporate Governance |
|---|
| 1 | Ms. Norwalk intends to reduce the number of public company boards on which she serves during this proxy season by not standing for re-election at one of them. |
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Our Directors Nominated for Election at the Annual Meeting
The demographic information presented below is based on voluntary self-identification by each director nominee. Additional biographical information regarding each director nominee is set out starting on page 12.
| Audit Committee Financial Experts | Tenure | CEO Experience |
|---|---|---|
| Financial Expertise Qualified as Financial Experts Financially Literate Four nominees who are members of our current Audit Committee are designated Audit Committee Financial Experts. Six other nominees have qualifications to be financial experts, and the remaining three are financially literate. | 0-4 years 5-9 years 10+ years Our directors bring a balance of experience and fresh perspective to our boardroom. The average tenure of our director nominees is 4.9 years. | Eight of our director nominees serve/have served in CEO roles; all of the nominees possess extensive leadership experience Age 50-59 years 60-69 years 70-74 years |
Director Nominee Expertise, Skills and Experience
Our director nominees possess expertise, key skills and relevant experience in several different categories identified by the Board as important to effectively oversee the Company’s strategy, risks and management. While many of our nominees have skills and experience in most or all of these important categories, the following graphic identifies the five most relevant categories for each nominee (in addition to Senior Leadership, which all of them possess). See page 11 for an individual skills matrix, along with details as to how these skills and expertise link to the Company’s strategy.
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Board and Corporate Governance Highlights
The Board continually evaluates the Company’s corporate governance policies and practices to ensure that the right mix of individuals is present in our boardroom to best serve our stockholders by ensuring effective oversight of our strategy and management. We are committed to maintaining the highest standards of corporate governance and have established a strong and effective framework by which the Company is governed.
| 2024-2025 Board and Corporate Governance Developments | Further Information |
|---|---|
| • Jeffrey R. Balser, M.D., Ph.D., was appointed Chair of the Health Services and Technology Committee (“HS&T Committee”) in September 2024 in anticipation of the retirement of Mr. Millon. The Nominating and Corporate Governance Committee (“N&CG Committee”) determined that Dr. Balser’s deep health care knowledge and leadership provide the necessary qualifications for him to serve as the Chair of the HS&T Committee. | » page 34 |
| • On October 17, 2024, J. David Joyner was appointed President and CEO and joined the Board and its Executive Committee. The Board believes that his deep understanding of our integrated business will help the Board oversee how CVS Health addresses the challenges our industry faces, more rapidly advance the operational improvements the Company is initiating and fully realize the value we can uniquely create. | » page 25 |
| • In connection with the CEO transition, also on October 17, 2024, the Board appointed Roger N. Farah as Executive Chair of the Board. Mr. Farah had previously served as our Independent Chair of the Board since May 2022. | » pages 14, 25, 30 |
| • In order to help the Board and management navigate the challenges the Company has been facing as it executes on its strategic imperatives, the Board has established a new leadership structure that allocates responsibilities among Mr. Farah, our Executive Chair, Mr. Joyner, our CEO, and Michael F. Mahoney, our Lead Independent Director. The Board believes that this allocation provides for dynamic Board leadership while maintaining strong independence and oversight. | » page 30 |
| • On November 17, 2024, the Board increased its size by four directors, and elected Leslie V. Norwalk, Larry M. Robbins, Guy P. Sansone and Douglas H. Shulman. This followed productive discussions with Glenview Capital Management, LLC. All directors were considered pursuant to the Board’s normal course candidate evaluation and selection process. These new directors bring new perspectives and deep market and industry experience relevant to our focus on driving greater financial and operational performance. | » page 20 |
| • At the time of the election of new directors in November 2024, Ms. Norwalk was appointed to the HS&T Committee, Mr. Sansone was appointed to the Audit Committee and Mr. Shulman was appointed to the Management Planning and Development Committee (“MP&D Committee”). | » pages 20, 33-35 |
| • With the retirement of Jean-Pierre Millon, and Nancy-Ann M. DeParle and Mary L. Schapiro not standing for re-election, our Board size will decrease to 13 directors at the time of the Annual Meeting. | » page 21 |
| • Mr. Mahoney was appointed Chair of the N&CG Committee in March 2025, succeeding Ms. DeParle. The N&CG Committee determined that Mr. Mahoney’s recent appointment as the Board’s Lead Independent Director, his leadership expertise and his experience serving as a public company director make him an excellent choice to serve as Chair of the N&CG Committee. | » page 37 |
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| 2024-2025 Board and Corporate Governance Developments | Further Information |
|---|---|
| Board Communication and Stockholder Rights | |
| • Our Board supports and participates in our stockholder outreach program and has responded to stockholder input with changes in our compensation program and governance practices. • See our Certificate of Incorporation, By-laws and Corporate Governance Guidelines at https://investors.cvshealth.com under “Governance Documents”. | » pages 8-9, 55-56 |
| Director Alignment with Stockholder Interests | |
| • Generally, 75% of our non-employee directors’ annual retainer is paid in shares of CVS Health common stock. | » pages 38-40 |
| • Directors must own at least 10,000 shares of CVS Health common stock within five years of election to our Board. | » pages 39, 107 |
| • Total director meeting attendance averaged approximately 97%, and other than two directors elected very shortly before the last regularly scheduled meetings of the year, each director nominee attended at least 75% of the meetings of the Board and the committees of which he or she was a member. | » page 38 |
| • The Board is focused on ensuring it has the right skills in place to oversee execution of Company strategy as we navigate a challenging business environment. | » pages 5, 11, 12-18 |
| • Our overboarding policy generally limits service by our directors to four total public company boards and also restricts public company audit committee service. | » pages 19-20 |
| Board Oversight of Risk | |
| • Full Board and individual committees focus on understanding and assessing Company risks. | » pages 25-28 |
| • Our Executive Chair, Lead Independent Director and our CEO are focused on the Company’s and the Board’s risk management efforts and ensure that enterprise risks are appropriately brought to the Board and/or its committees for review. | » pages 25-28, 29-31 |
| • The Board also reviews the Company’s succession planning, including in the case of the incapacitation, retirement or removal of the CEO. The CEO and Chief People Officer provide an annual report to the Board recommending potential successors, and the Board reviews succession planning with respect to the Company’s other key executives. | » page 24 |
| • The Board implements its risk oversight function both as a whole and through delegation to Board committees, which meet regularly and report back to the Board, as appropriate. Each of the Board’s standing committees is responsible for oversight of risk management practices for categories of risks relevant to their functions. Each of the Board committees can engage advisors and experts as each committee deems necessary in connection with its risk oversight responsibilities. | » pages 25-28 |
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Stockholder Outreach – Governance and Compensation Actions
Stockholder Engagement
We have a long-standing stockholder outreach and engagement program through which we discuss and seek feedback on our long-term strategy, corporate governance, executive compensation program, disclosure practices and sustainability and impact programs. Our outreach and engagement program helps us better understand stockholder priorities and perspectives, gives us an opportunity to elaborate upon our initiatives with relevant experts and fosters constructive dialogue. We share feedback and insights from our engagement with stockholders and other stakeholders with our Board, as appropriate, and take the feedback and insights into consideration as we review and evolve our practices and disclosures. In addition to CVS Health’s annual stockholder outreach and engagement program, the Company seeks stockholder input throughout the year during events, including but not limited to quarterly earnings calls, industry presentations and conferences, Company-hosted events and presentations and securities analyst meetings.
This year, meetings with our stockholders took place in two phases: the first in early fall, and the second over the winter following the announcement of several changes related to the Company’s leadership and the Board. This second phase included follow-up conversations with certain stockholders with whom we initially engaged during the first phase, as well as engagements with stockholders we were not able to meet with earlier. In the aggregate, at the Board’s direction, management reached out to 32 stockholders representing approximately 57% of our outstanding stock and ultimately met with 19 stockholders representing approximately 46% of our outstanding stock. This includes meetings with smaller stockholders and other investor organizations who proactively requested to engage with us. We also contacted the leading proxy advisory firms. Roger Farah, our Executive Chair, participated in engagements with eight stockholders representing approximately 40% of our outstanding stock, as well as a proxy advisory firm.
We also engaged with each of the stockholders who submitted proposals for inclusion in this proxy statement. As a result of productive discussions with stockholder proponents, one stockholder proposal related to a proposed workers’ rights assessment and report was withdrawn based on the commitments made regarding enhanced disclosure in our upcoming Impact Reports.
We were pleased to engage in productive conversations with our stockholders in recent months. During the first phase of engagement, we discussed topics relevant to the Company’s strategy, Board composition and oversight, corporate governance and our environmental and social initiatives. We also discussed the structure of our executive compensation program and steps we have taken in recent years to align our compensation program with our evolving business strategy and stockholder experience and reflect their feedback. The Compensation Discussion and Analysis (“CD&A”) section of this proxy statement provides details on the executive compensation topics that were addressed with stockholders. Conversations during the second phase of engagement were primarily focused on Company updates from recent months, including executive leadership changes, changes to Board leadership structure and Board refreshment.
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| 1 | Source: Capital IQ; represents percentage of outstanding shares as of March 17, 2025. |
The key issues we discussed with our stockholders are summarized below:
| Board Composition and Oversight; Corporate Governance | • Board composition and the relevant qualifications and skillsets our directors possess to deliver impactful oversight of the Company • Recent refreshment of the Board, including how new directors’ skills and experiences align with our strategic initiatives, and how the Board thinks about refreshment going forward • Board responsibility for the oversight of Company strategy and key risk areas, including cyber and information security • The Board’s role in, and oversight of, recent executive leadership changes, including evaluation of CEO candidates • The evolution of the Board’s leadership structure, including appointment of an Executive Chair and Lead Independent Director and the division of responsibilities among the CEO, Executive Chair and Lead Independent Director |
|---|---|
| Compensation Actions | • Updates to the long-term incentive compensation program effective for 2024, informed by careful deliberation and consideration of feedback following proactive engagement with our stockholders • Considerations around our compensation program to ensure alignment with our long-term strategic and operational goals, and compensation actions that support our recent leadership changes (see the CD&A beginning on page 47 for details) |
| Environmental and Social Strategy | • Our Healthy 2030 strategy, and how it guides our commitment to improving the health of the people and communities we serve • Steps we have taken to support our workforce and the well-being and development of our colleagues • Our commitment to meeting stockholders’ expectations regarding robust and detailed disclosure on our workforce strategies • Key climate-related initiatives and disclosures addressing plastics, deforestation, biodiversity and greenhouse gas emissions |
For more information on our executive compensation program, see the letter from the MP&D Committee beginning on page 45, “Stockholder Outreach and Engagement” beginning on page 55 and “Elements of Our Annual Executive Compensation Program” beginning on page 61.
For more information on corporate governance at CVS Health, please refer to pages 10-40 of this proxy statement and to the Corporate Governance pages of our Investor Relations website athttps://investors.cvshealth.com.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.