Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appointment of Shawn M. Guertin as Executive Vice President and Chief Financial
Officer
On May 17, 2021, the Board of Directors of CVS Health Corporation ("CVS Health")
appointed Shawn M. Guertin, age 57, to serve as Executive Vice President and
Chief Financial Officer of CVS Health, effective May 28, 2021 (the "Start
Date"). Mr. Guertin is currently a member of the board of directors of DaVita
Inc. and TriNet Group, Inc. Mr. Guertin previously served as Executive Vice
President, Chief Financial Officer and Chief Enterprise Risk Officer of Aetna
Inc. ("Aetna") from January 2014 to May 2019 and as Senior Vice President, Chief
Financial Officer and Chief Enterprise Risk Officer from February 2013 to
January 2014. Prior to that role, he served as Head of Business Segment Finance
at Aetna from April 2011 to February 2013 and held various leadership positions
at Coventry Health Care, Inc., including Executive Vice President and Chief
Financial Officer from January 2005 to December 2009, Senior Vice President and
Chief Actuary from February 2003 to December 2005 and Vice President of Finance
from April 1998 to February 2003. Mr. Guertin has also held various leadership
positions at The Travelers and UnitedHealthcare.
In connection with Mr. Guertin's appointment as Executive Vice President and
Chief Financial Officer of CVS Health, Mr. Guertin will receive an annualized
base salary of $1.25 million and will be eligible to participate in CVS Health's
annual bonus plan with a target annual cash bonus opportunity of 175% of his
base salary, pro-rated for the 2021 performance year. In addition, Mr. Guertin's
target annual equity award compensation will be $7.0 million, which for calendar
year 2021 will be comprised of 75% performance stock units and 25% stock
options. Mr. Guertin will also receive a one-time cash sign-on bonus of
$1.0 million (the "Sign-On Bonus Award") and a one-time sign-on equity award
with a grant date value of $3.0 million (the "Sign-On Equity Award"), which will
vest on the third anniversary of the grant date, subject to the terms of the
applicable award agreement. Mr. Guertin will be required to repay
the Sign-On Bonus Award if CVS Health terminates his employment for cause or if
Mr. Guertin voluntarily terminates his employment within two years of the Start
Date. The Sign-On Equity Award will vest in full, with settlement on the
original vesting date, in the event Mr. Guertin's employment is terminated by
CVS Health without cause. If Mr. Guertin voluntarily terminates his employment,
or if his employment is terminated by CVS Health for cause, prior to the vesting
date of the Sign-On Equity Award, the Sign-On Equity Award will be forfeited
upon his termination of employment.
Mr. Guertin also entered into CVS Health's customary change in control agreement
for executives and a restrictive covenant agreement which includes, among other
things, non-competition and non-solicitation covenants for the 18-month period
following his employment with CVS Health.
There are no family relationships, as defined in Item 401 of Regulation S-K,
between Mr. Guertin and any of CVS Health's executive officers or directors or
persons nominated or chosen to become a director or executive officer.
Mr. Guertin has not engaged in any transaction with CVS Health during the last
fiscal year, and he does not propose to engage in any transaction, that would be
reportable under Item 404(a) of Regulation S-K.
Departure of Eva C. Boratto as Executive Vice President and Chief Financial
Officer
On May 18, 2021, CVS Health also announced that Eva C. Boratto, currently the
Executive Vice President and Chief Financial Officer of CVS Health, will be
leaving CVS Health. Effective as of May 28, 2021, Ms. Boratto will cease to
serve as Executive Vice President and Chief Financial Officer of CVS Health.
Thereafter, Ms. Boratto will continue to be employed at CVS Health in a
non-executive capacity to assist in the transition of her duties until her
departure from CVS Health, which date has not yet been determined. In connection
with Ms. Boratto's departure, it is expected that she will enter into a
separation agreement. Material terms of Ms. Boratto's separation agreement have
not been finalized.
Item 7.01 Regulation FD Disclosure.
A press release related to the matters described in Item 5.02 of this Current
Report on Form 8-K is furnished herewith as Exhibit 99.1 and hereby incorporated
in this Item 7.01 by reference.
The information in Exhibit 99.1 of this Current Report on Form 8-K shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(as amended, the "Exchange Act") or otherwise subject to the liabilities of that
Section, and shall not be or be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing.
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