2025
Notice of Annual Meeting of Stockholders and Proxy Statement
May 15, 2025 | Virtual Meeting at 8:00 a.m., Eastern Time |www.virtualshareholdermeeting.com/CVS2025
CVS Health Corporation | One CVS Drive | Woonsocket, Rhode Island 02895
The Annual Meeting will be held solely by means of remote communication to allow our stockholders to participate regardless of their geographic location. This Notice of 2025 Annual Meeting and Proxy Statement is being mailed or transmitted beginning on or about April 4, 2025 to stockholders of record at the close of business on March 17, 2025.
Our strategic priorities are accelerating our journey to becoming America's leading and most trusted health care company.
Our priorities
Best-in-class businesses
Strong integrated capabilities
Leading digital strategy and tech-enabled simplicity and efficiency
Disciplined capital stewardship
Message from Our Executive Chair, Our Chief Executive Officer and Our Lead Independent Director
Dear Fellow Stockholders:
Our aspiration is to be the leading and most trusted health care company in America. We believe this is possible because of the businesses we have, the strategy we are executing, and most importantly, our colleagues who serve 185 million people across our country.
Our integrated model allows us to deliver greater access, simpler experiences, lower costs and better outcomes. In short, we are uniquely positioned to provide the things people want the most from health care.
Financial performance
We are confident that the changes made in 2024 have set CVS Health® on a strong path for the future. We took decisive actions to improve the long-term sustainability of our Aetna® business, continued to implement our innovative and transparent pharmacy models, increased our focus on operational excellence and enhanced our leadership team. In 2024, we delivered $372.8 billion in revenue, generated $9.1 billion in operating cash flow and returned nearly $3.4 billion to stockholders.
Maximizing value
Our ongoing commitment to driving innovation and integrating our businesses creates value for patients, members, customers and stockholders. In 2024, we made significant progress with our industry-first pharmacy models, CVS CostVantage™ and CVS Caremark TrueCost™. In addition, Cordavis™ contributed to net client savings of almost $1 billion by redefining the biosimilar drug marketplace. Our integrated teams helped Aetna achieve exceptional Star Ratings, with 88% of our Medicare Advantage members in 4-Star plans or higher.
Technology at the foundation
Technology helps create exceptional experiences for our consumers while simplifying how our colleagues work. We redesigned our CVS Health app in January 2025 to seamlessly connect users to our services and to the care they need - all in one place. Our clinicians can use artificial intelligence to summarize case notes, which frees up their time to engage with patients more deeply. Through the strategic and responsible use of technology, we are streamlining and connecting experiences for the millions of people we serve.
Management updates
Our management team and Board of Directors work together on the advancement of the Company's strategic plan. We proactively engage with stockholders to enhance our understanding and to be responsive to your perspectives and preferences.
We made key leadership team updates in 2024 to drive focused execution of our strategy, including David's appointment as President and Chief Executive Officer ("CEO") and Roger's appointment as Executive Chair of the Board. In addition, Prem Shah was appointed Group President, CVS Health. In this newly created role, Prem is responsible for operational performance and integrated value creation across our CVS Caremark®, Pharmacy & Consumer Wellness and Health Care Delivery businesses. Steve Nelson also joined the leadership team as the newly appointed President of Aetna, bringing deep expertise leading managed care and health care delivery companies. Steve is working closely with David to build on and accelerate the plan to improve performance at Aetna. In addition, Heidi Capozzi was appointed Executive Vice President and Chief People Officer leading the human resources, labor relations, compensation and benefits and corporate social responsibility teams.
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Board changes
We made a number of changes to our Board, including naming Mike Mahoney as Lead Independent Director to help provide dynamic Board leadership while maintaining strong independent oversight. We also enhanced our highly qualified Board with the appointment of four new directors, Leslie Norwalk, Larry Robbins, Guy Sansone and Doug Shulman, further sharpening our ability to achieve our bold ambitions. They bring skills that complement those of other Board members, including significant proficiency in health care, health services and other regulated industries, as well as areas corresponding to the evolution of our business.
We'd like to express our gratitude to J.P. Millon, who is retiring in May after having served on our Board since March 2007. J.P.'s extensive background in the pharmacy benefit management, pharmaceutical and life sciences businesses has been instrumental in the growth of the Company, and we wish him well in his future endeavors. We also acknowledge the many contributions of Nancy-Ann DeParle and Mary Schapiro, who have provided over eleven years and eight years, respectively, of diligent service to the Board and are not standing for re-election this year. Nancy-Ann has chaired our Nominating and Corporate Governance Committee for the past five years as our Board and management team has been updated, and her experience as the "health care czar" under President Obama has made her an invaluable member of the Health Services and Technology Committee since it was formed in 2016. Mary's background as the former Chairman of the U.S. Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority ("FINRA") has made her a vital contributor to our Audit Committee, as well as our Investment and Finance Committee during its separate existence in the key years following the Aetna merger. We thank both Nancy-Ann and Mary and wish them the best in the future.
Annual Meeting of Stockholders
We will host our Annual Meeting of Stockholders virtually at 8:00 a.m. ET on May 15, 2025 to allow our stockholders to participate regardless of location. As a stockholder, your vote is important to us and we encourage you to vote at your earliest convenience.
In 2025, we are building momentum across our businesses to drive our strategy forward and meet our financial commitments. Thank you for your investment in CVS Health. Your support is critical as we work to deliver simply better health for all Americans.
Sincerely,
Roger N. Farah | J. David Joyner | Michael F. Mahoney |
Executive Chair of | President and Chief | Lead Independent Director |
the Board | Executive Officer |
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Table of Contents
Message from Our Executive Chair, Our Chief ExecutiveOfficer and Our Lead Independent Director
Notice of Annual Meeting of Stockholders
Corporate Governance and Related Matters
10
Item 1: Election of Directors
10
The Board's Role and Activities in 2024
Board Structure and Processes
24 29
Committees of the Board
32
Audit Committee Matters
41
Item 2: Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2025
41
Executive Compensation and Related Matters
43
Item 3: Say on Pay, a Proposal to Approve, on an Advisory Basis, the Company's Executive Compensation
43
Letter from the Management Planning and Development Committee
Compensation Committee Report
Compensation Discussion and Analysis
45 46 47
Summary
2024 Business and Performance Highlights
Executive Compensation Program Discussion
54 57 57
Compensation of Named Executive Officers
83
Summary Compensation Table
83
Grants of Plan-Based Awards
86
Outstanding Equity Awards at Fiscal Year-End
88
Option Exercises and Stock Vested
89
Pension Benefits
90
Nonqualified Deferred Compensation
91
Payments/(Forfeitures) Under Termination Scenarios
92
CEO Pay Ratio
98
Pay Versus Performance
99
Stockholder Proposal
103
Item 4: Stockholder Proposal for Reducing the Threshold for Our Stockholder Right to Act By Written Consent
104
Ownership of and Trading in Our Stock
107
Executive Officer and Director Stock Ownership Requirements
107
Share Ownership of Directors and Certain Executive Officers
Share Ownership of Principal Stockholders
Delinquent Section 16(a) Report
108 109 109
Other Information
110
Information About the Annual Meeting and Voting
110
Stockholder Proposals and Other Business for Our Annual Meeting in 2026
113
Other Matters
114
Annex A - Reconciliation of Certain Amounts to the Most Directly Comparable GAAP Measure
A-1
iii
Notice of Annual Meeting of Stockholders
You are cordially invited to join our 2025 Annual Meeting
Date and Time
May 15, 2025 8:00 a.m., Eastern Time
Eligibility to Vote
Stockholders of record at the close of business on March 17, 2025 may vote at the Annual Meeting.
Location
The Annual Meeting will be held exclusively online atwww.virtualshareholdermeeting.com/CVS2025
How to Vote
Your vote is important to the future of CVS Health. You are eligible to vote if you were a stockholder of record at the close of business on March 17, 2025. Even if you plan to attend the Annual Meeting virtually, please vote as soon as possible using one of the following methods. In all cases, you should have your proxy card in hand:
Use the internetwww.proxyvote.com
Use A Mobile Device Scan this QR Code
Call Toll-Free 1-800-690-6903
Mail Your Proxy Card Follow the instructions on your voting form
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 15, 2025:
The proxy statement and 2024 Annual Report to Stockholders (the "2024
Annual Report"), which includes our Annual Report on Form 10-K and our audited financial statements, are available atwww.proxyvote.com and atwww.cvshealthannualmeeting.com.
Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials.
of Stockholders, to be held on Thursday, May 15, 2025, at 8:00 a.m., Eastern Time. Our Annual Meeting will be conducted exclusively online.
Items to be Voted
1
Elect the 13 director nominees named in this proxy statement;
2 Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025;
3 Say on pay, an advisory vote to approve the
Company's executive compensation;
4 Act on 1 stockholder proposal, if properly presented; and
Board Recommendation
Each director nominee
FOR
FOR FOR
AGAINST
Conduct any other business properly brought before the Annual Meeting. By Order of the Board of Directors,
Kristina V. Fink
Senior Vice President, Corporate Secretary and Chief Governance Officer CVS Health Corporation
One CVS Drive
Woonsocket, Rhode Island 02895 (principal executive office)
April 4, 2025
Your vote is important.
Our proxy statement and proxy card are being mailed or transmitted to stockholders entitled to vote at the Annual Meeting beginning on or about April 4, 2025. Whether or not you plan to attend the Annual Meeting, please vote your shares. In addition to voting by mail or during the Annual Meeting by following the instructions available on the Annual Meeting website, stockholders of record have the option of voting by telephone or via the Internet. If your shares are held in the name of a bank, broker or other holder of record (i.e., in "street name"), please read your voting instructions to see which of these options are available to you. Even if you are attending the Annual Meeting virtually, we strongly encourage you to vote in advance by Internet, phone or mail.
We are pleased to take advantage of the U.S. Securities and Exchange Commission (the "SEC") rules that allow issuers to furnish proxy materials to their stockholders on the Internet. As a result, beginning on or about April 4, 2025, we are mailing a Notice of Internet Availability to many of our stockholders instead of paper copies of our proxy statement and our 2024 Annual Report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2024 Annual Report and proxy card.
The Annual Meeting will be accessible only atwww.virtualshareholdermeeting.com/CVS2025 (the "Annual Meeting website"). We encourage you to access the Annual Meeting website prior to the start time and allow ample time to log into the Annual Meeting webcast and test your computer system. To be admitted to the Annual Meeting, you must enter the 16-digit control number found on the proxy card, Notice of Internet Availability or voting instruction form that accompanied your proxy materials when requested by the Annual Meeting website. You also may vote during the Annual Meeting by following the instructions available on the Annual Meeting website.
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CVS Health at a Glance
Financials CVS Health is:
Accelerating opportunities to drive integrated value
Year-End 2024 Overview
Each of our businesses plays a critical role in achieving our mission and supporting the health of Americans. Every day, we are working hard to become America's leading and most trusted health care company. We took decisive actions across each of our key businesses to strengthen our position for the future. We achieved a number of milestones, which demonstrate the progress we have made to support our strategic priorities and deliver on our commitments to our stakeholders.
* Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measure.
Demonstrating progress towards key measures of success across the enterprise, enabling us to deliver on our financial commitments
>14M +35% ~$1B
Contribution to net customer savings from Caremark's biosimilar strategy with Cordavis (since April 1, 2024 formulary change)
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
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
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
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
Proxy Statement Highlights
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
Fernando Aguirre
Former Chairman, President and CEO of Chiquita Brands International, Inc.
Jeffrey R. Balser, M.D., Ph.D.
President and CEO of Vanderbilt University Medical Center
C. David Brown II
Partner; Former Member of Executive Committee of Nelson Mullins Riley & Scarborough LLP
Age 67 63 73
Director Since Current Board Roles Other Public Company Boards
2018 IND, A (Chair), 2
MP&D
2022 IND, A, HS&T (Chair), E None
2007 IND, MP&D None
(Chair), N&CG
Alecia A. DeCoudreaux President Emerita of Mills College at
70
2015 IND, HS&T, 1
Northeastern University and Former Executive at Eli Lilly and Company
N&CG
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
72
2011 IND, A, 1
MP&D, E
Bank of America Corporation
J. David Joyner
President and CEO of
60
2024 E
None
CVS Health Corporation
J. Scott Kirby
CEO and a Member of the Board of United Airlines Holdings, Inc.
57
2023 IND, HS&T, 1 N&CG
Michael F. Mahoney
Chairman of the Board, President and CEO 60 of Boston Scientific Corporation
2023 LID, MP&D, 1 N&CG
(Chair), E
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
55
2024 IND, A 1
Glenview Capital Management, LLC
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 | A - Audit | HS&T - Health Services | MP&D - Management | N&CG - Nominating |
LID - Lead | E - Executive | and Technology | Planning and | and Corporate |
Independent Director | Development | 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.
Proxy Statement Highlights
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
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.
Tenure
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.
CEO Experience
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.
Business Development and Corporate Transactions:9/13
Business Operations:5/13
Corporate Governance and Sustainability:7/13
Finance:
8/13
Health Care and Health Services:
9/13
Public Policy and Government Affairs:6/13
Regulated Industries:8/13
Risk Management:7/13
Senior Leadership:13/13
Technology and Innovation:6/13
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Disclaimer
CVS Health Corporation published this content on April 04, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 04, 2025 at 21:56 UTC.