UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

CVS Health Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Our Vision

	Become the leading health solutions company for consumers
	Deliver a superior health care experience for consumers
	Drive improved health outcomes, lower costs, higher levels of engagement and broader access to high quality care

Message from Our Independent Chair and Chief Executive Officer

Dear Fellow Stockholders:

A Continued Focus on Sustainability and Impact

Our approach to improving the health of communities nationwide is focused on achieving our economic, environmental, and social imperatives across multiple dimensions. We are committed to advancing health equity, broadening access to quality care and supporting sustainable business practices. Our strategy and initiatives are supported by a purpose-driven workforce that reflects the communities we serve and a strong governance framework, including Board level oversight. Our Healthy 2030 Impact Report provides more details about our progress.

 

Annual Meeting of Stockholders

Our 2024 Annual Meeting will be held virtually at 8 a.m. Eastern Time on Thursday, May 16, 2024, to allow our stockholders to participate more easily regardless of location. We ask you to please vote at your earliest convenience.

 

Thank you for your continued interest and investment in CVS Health. We appreciate your support as we advance our strategy, deliver on our commitments and increase stockholder value.

 

Sincerely,

 

Roger N. Farah	Karen S. Lynch
Independent Chair of the Board	President and Chief Executive Officer

2024 Proxy Statement     i

Table of Contents

i	Message from Our Independent Chair and Chief Executive Officer
1	Notice of Annual Meeting of Stockholders
4	Proxy Statement Highlights
12	Corporate Governance and Related Matters
12		Item 1: Election of Directors
25	The Board’s Role and Activities in 2023
31	Board Structure and Processes
32	Committees of the Board
42	Audit Committee Matters
42		Item 2: Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2024
44	Executive Compensation and Related Matters
44		Item 3: Say on Pay, a Proposal to Approve, on an Advisory Basis, the Company’s Executive Compensation
46	Letter from the Management Planning and Development Committee
47	Compensation Committee Report
48	Compensation Discussion and Analysis
51	Summary
56	2023 Business and Performance Highlights
56	Executive Compensation Program Discussion
79	Compensation of Named Executive Officers
79	Summary Compensation Table
81	Grants of Plan-Based Awards
83	Outstanding Equity Awards at Fiscal Year-End
84	Option Exercises and Stock Vested
85	Pension Benefits
86	Nonqualified Deferred Compensation
87	Payments/(Forfeitures) Under Termination Scenarios

93	CEO Pay Ratio
94	Pay Versus Performance
98	Management Proposal
98		Item 4: Proposal to Amend the Company’s 2017 Incentive Compensation Plan to Increase the Number of Shares Authorized to Be Issued Under the Plan
108	Stockholder Proposals
108		Item 5: Stockholder Proposal Requesting an Independent, Third Party Worker Rights Assessment and Report
111		Item 6: Stockholder Proposal to Prohibit the Re-nomination of Any Director Who Fails to Receive a Majority Vote
114		Item 7: Stockholder Proposal for Stockholder Right to Vote on “Excessive” Golden Parachutes
117		Item 8: Stockholder Proposal Requesting a Policy Requiring Our Directors to Disclose Their Expected Allocation of Hours Among All Formal Commitments
120	Ownership of and Trading in Our Stock
120	Executive Officer and Director Stock Ownership Requirements
121	Share Ownership of Directors and Certain Executive Officers
122	Share Ownership of Principal Stockholders
123	Other Information
123	Information About the Annual Meeting and Voting
126	Stockholder Proposals and Other Business for Our Annual Meeting in 2025
127	Other Matters
A-1	Annex A – Reconciliation of Certain Amounts to the Most Directly Comparable GAAP Measure
B-1	Annex B – 2017 Incentive Compensation Plan of CVS Health Corporation, as Proposed to be Amended

ii    CVS Health

Notice of Annual Meeting of Stockholders

May 16, 2024 8:00 a.m., Eastern Time The Annual Meeting will be held exclusively online at www.virtualshareholdermeeting.com/CVS2024			You are cordially invited to join our 2024 Annual Meeting of Stockholders, to be held on Thursday, May 16, 2024, at 8:00 a.m., Eastern Time. Our Annual Meeting will be conducted exclusively online.   Items to be Voted   •   Elect 12 director nominees named in this proxy statement;   •   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024;   •   Say on pay, an advisory vote to approve the Company’s executive compensation;   •   Adopt amendments to the Company’s 2017 Incentive Compensation Plan;   •   Act on 4 stockholder proposals, if properly presented; and   •   Conduct any other business properly brought before the Annual Meeting.   Eligibility to Vote Stockholders of record at the close of business on March 18, 2024 may vote at the Annual Meeting.   By Order of the Board of Directors,     Colleen M. McIntosh Senior Vice President, Corporate Secretary and Chief Governance Officer CVS Health Corporation One CVS Drive Woonsocket, Rhode Island 02895 (principal executive office)   April 5, 2024   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 5, 2024. 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 5, 2024, we are mailing a notice of Internet availability to many of our stockholders instead of paper copies of our proxy statement and our 2023 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 2023 Annual Report and proxy card.   The Annual Meeting will be accessible only at www.virtualshareholdermeeting.com/CVS2024 (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.
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 18, 2024. 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 INTERNET www.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 16, 2024:   The proxy statement and 2023 Annual Report to Stockholders (the “2023 Annual Report”), which includes our Annual Report on Form 10-K and our audited financial statements, are available at www.proxyvote.com and at www.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.

2024 Proxy Statement    1

The Value We Create

2    CVS Health

Our Purpose: Bringing our heart to every moment of your health™

 

At CVS Health, we are a dedicated and diverse team – more than 300,000 colleagues strong – focused on a bold vision to reimagine health care by putting our colleagues and consumers at the heart of everything we do.

 

We are committed to building a workplace where every person is welcome, valued, and can fulfill their potential. A workplace fueled by our culture – one where our colleagues are not only measured by what they do, but by how they do it. Our Heart At Work Behaviors™ guide our actions – from how we treat each other, to responding to our customers’ needs or serving our communities. We put people first, rise to the challenge, join forces, create simplicity, inspire trust, and champion safety and quality – empowering every person to help CVS Health achieve its goals and unifying them with our shared purpose.

 

We are proud of the contributions we make and to have a company that reflects the communities we serve. Together we are accountable for creating the culture we want, need and deserve – helping us on our journey to bring our heart to every moment of your health.

 

Heart At Work
Behaviors™

 

Put people first			Rise to the challenge
We are customer obsessed. We walk in others’ shoes to improve the customer and colleague experience. We create an engaging and inclusive work environment where our colleagues reflect the diversity of our customers.			We boldly innovate to care for our customers. We act swiftly and adapt to feedback. We think big and are willing to take smart risks to innovate. We welcome different points of view and learn from mistakes.
Join forces			Create simplicity
We unite around our goal of serving the customer. We work across teams to provide the best care possible. We listen and learn from each other. We are conscious of our impact on customers, colleagues and the company.			We design for our customers. We continuously simplify by removing extra steps and innovating to create streamlined solutions. We focus on what matters most to our customers and empower those colleagues closest to the work to make the right call.
Inspire trust			Champion safety and quality
We work to earn the trust of our customers and colleagues by meeting our commitments and acting with integrity. We bravely do the right thing, even when it is hard. We speak up to challenge ideas and do so with heart.			We are relentless in our pursuit of the safest and highest quality care. We know that in order to keep patients and consumers safe, our colleagues must also feel safe and protected. We ensure safety is at the heart of every decision we make and everything we do.

 

2024 Proxy Statement    3

The CVS Health Board

 

Edward J. Ludwig, an independent member of the Board of Directors (the “Board”), will not be standing for re-election and is retiring from the Board at the 2024 Annual Meeting after an accomplished 30-plus year career in the field of medical technology. Upon the retirement of Mr. Ludwig, the size of the Board will be reduced to 12 directors.

 

You are asked to vote on the election of the following 12 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.

 

Director Since

Independent

Other Public Company Boards

Committees

Name

A

MP&D

N&CG

HS&T

E

Fernando Aguirre, 66 Former Chairman, President and CEO of Chiquita Brands International, Inc.

2018

YES

2

Jeffrey R. Balser, M.D., Ph.D., 62 President and Chief Executive Officer of Vanderbilt University Medical Center

2022

YES

None

C. David Brown II, 72 Partner and Former Member of Executive Committee of Nelson Mullins Riley & Scarborough LLP

2007

YES

None

Alecia A. DeCoudreaux, 69 President Emerita of Mills College at Northeastern University, and Former Executive at Eli Lilly and Company

2015

YES

1

Nancy-Ann M. DeParle, 67 Managing Partner and Co-Founder of Consonance Capital Partners, LLC and Former Director of White House Office of Health Reform

2013

YES

1

Roger N. Farah, 71 Independent Chair of the Board of CVS Health Corporation; Former Chairman of the Board of Tiffany & Co. and Former Executive at Tory Burch and Ralph Lauren

2018

YES

1

Anne M. Finucane, 71 Chair of the Board of Rubicon Carbon and Former Vice Chairman of Bank of America Corporation

2011

YES

1

J. Scott Kirby, 56 CEO and a Member of the Board of Directors of United Airlines Holdings, Inc.

2023

YES

1

Karen S. Lynch, 61 President and CEO of CVS Health Corporation

2021

NO

None

Michael F. Mahoney, 59 Chairman of the Board, President and CEO of Boston Scientific Corporation

2023

YES

1

Jean-Pierre Millon, 73 Former President and CEO of PCS Health Systems, Inc.

2007

YES

None

Mary L. Schapiro, 68 Vice Chair of Global Public Policy and Special Advisor to the Chairman of Bloomberg L.P. and Former Chairman of the U.S. Securities and Exchange Commission

2017

YES

1

Key
Member	A  Audit	N&CG	Nominating and Corporate Governance	E  Executive
Committee Chair	MP&D  Management Planning and Development	HS&T	Health Services and Technology

 

2024 Proxy Statement    5

Board and Corporate Governance Highlights

 

The Board continues to evaluate the Company’s corporate governance policies and practices to ensure that the right mix of individuals are present in our boardroom to best serve the stockholders we represent 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 and reviewed.

 

2023-2024 Board and Corporate Governance Developments	Further Information
•  On July 19, 2023, the Board elected J. Scott Kirby to serve on the Board, effective October 2023. Mr. Kirby is a well-known airline industry veteran, with a broad and accomplished three-decade-long career in significant leadership roles and is a strategic leader adept at innovating through technology in a highly regulated, consumer-driven industry. •  On September 20, 2023, the Board elected Michael F. Mahoney to serve on the Board, effective November 1, 2023. Mr. Mahoney is an accomplished health care executive and his focus on improvements in health outcomes and increasing access to care align with our mission.	pages 18, 22          pages 19, 22
•  Edward J. Ludwig will not be standing for re-election and is retiring from our Board after an accomplished 30-plus year career in the field of medical technology to spend more time on personal interests. He has served as a director of CVS Health since November 2018 and served as a member of the board of directors of Aetna Inc. (“Aetna”), including as presiding or lead director from 2011 until the closing of Aetna’s merger transaction with CVS Health in November 2018 ( the “Aetna Transaction”).	pages 5, 22
•  The Nominating and Corporate Governance Committee (“N&CG Committee”) reviewed and approved the Board skills/experience list with the skills and experience most relevant to CVS Health and its business and strategy. As a result of its ongoing evaluation, the N&CG Committee combined “Legal and Regulatory” into the “Risk Management” category. Risk Management encompasses the board oversight of risk, including legal, regulatory and compliance matters, and four director nominees who previously self-identified Legal and Regulatory as a principal area of expertise are now included under Risk Management expertise, while one director is now also identified as having Regulated Industries expertise. In response to stockholder feedback, the N&CG Committee also approved the use of a Board skills matrix that displays each nominee’s most significant skills, along with background information for each nominee.	pages 6, 13-14, 21
•  Throughout 2023, the N&CG Committee undertook a comprehensive review of our Board’s overall committee structure, membership, leadership and responsibilities in an effort to enhance its oversight and efficiency. As a result of this review, in January 2024, the Board, at the recommendation of the N&CG Committee, approved a new structure consisting of four standing committees: Audit, Management Planning and Development (“MP&D”), N&CG, and Health Services and Technology (“HS&T”); along with the Executive Committee, which meets on an ad hoc, as-needed basis. As part of this committee realignment, the Board eliminated the Investment and Finance Committee (“I&F Committee”) and reallocated its responsibilities among the standing committees.	pages 32-33
•  In December 2023, the Board increased the Company’s quarterly cash dividend by 10%, from $0.605 to $0.665, effective with the dividend distribution on February 1, 2024.	pages 25, 35, 56
•  During the fourth quarter of 2023, the Company entered into a $3.0 billion fixed dollar accelerated share repurchase transaction, which became effective on January 3, 2024 and was effected under the share repurchase program authorized by the Board in December 2021 and expanded in November 2022.	pages 25, 35

 

2024 Proxy Statement    7

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, governance practices. •  See our Certificate of Incorporation, By-laws and Corporate Governance Guidelines at https://investors.cvshealth.com under “Governance Documents”	pages 9-11, 51-55
Director Alignment with Stockholder Interests
•  Generally, 75% of our directors’ annual retainer is paid in shares of CVS Health common stock. The annual retainer for 2023 was voluntarily reduced by 10% as previously disclosed to align with stockholders after considering a legal settlement charge; the reduction was applied against the stock compensation for the directors elected at the 2023 Annual Meeting.	pages 40-41
•  Directors must own at least 10,000 shares of CVS Health common stock within five years of election to our Board.	pages 76, 120
•  Director nominee meeting attendance averaged 98%, and each director nominee attended at least 90% of the meetings of the Board and the committees of which he or she was a member.	page 40
•  The Board is focused on Board diversity and Board committee leadership.	pages 5, 6, 13-14, 21, 32-33
•  Our overboarding policy limits service by our directors to four other public company boards and also restricts audit committee service.	page 21
Board Oversight of Risk
•  Full Board and individual committees focus on understanding and assessing Company risks.	pages 26-29
•  Our Independent Chair 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 26-29
•  The Board also reviews the Company’s succession planning, including in the case of the incapacitation, retirement or removal of the CEO. The CEO provides 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 25
•  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 the committee deems necessary in connection with its risk oversight responsibilities.	pages 26-29

 

8    CVS Health

Corporate Governance and Related Matters

Our Board of Directors has nominated 12 candidates for election as directors at the Annual Meeting. All 12 nominees currently serve as directors. If elected, each nominee will hold office until the next annual meeting and until their respective successors have been duly elected and have qualified. All of the nominees are expected to attend the Annual Meeting.

The N&CG Committee believes that the Board is well-balanced and that it fully and effectively addresses the Company’s needs. Our nominees are seasoned leaders, all of whom hold or held senior executive leadership positions, who bring to the Board skills, qualifications and perspectives gained during their tenure at a wide array of public companies, private companies, non-profits, governmental and regulatory agencies and other organizations. We have indicated below for each nominee certain experience, qualifications, attributes and skills that led the N&CG Committee and the Board to conclude that the nominee should continue to serve as a director. We have also indicated the race/ethnicity and gender of each individual nominee, as self-identified. Based on the N&CG Committee’s review of the nominees’ backgrounds and their past performance as CVS Health directors, the N&CG Committee and the Board believe that each of the nominees can and will devote an adequate amount of time to the effective execution of each nominee’s responsibilities as a director and member of their respective committees, and possesses the qualifications identified above.

Please note that for each director we have only listed the five primary attributes that the Board and the nominee considered to be most relevant to each nominee. Each director nominee also possesses qualifications in addition to those listed under his or her name. Each director nominee also possesses Senior Leadership experience.

Left to right: Mary Schapiro, Fernando Aguirre, Anne Finucane, David Brown, Nancy-Ann DeParle, Jeffrey Balser, Karen Lynch, Roger Farah, Michael Mahoney, Alecia DeCoudreaux, Jean-Pierre Millon, Scott Kirby

12   CVS Health

The Director Nominees

BOARD SKILLS AND DIVERSITY MATRIX

We believe that our directors possess deep industry knowledge and expertise, are committed to representing the long-term interests of our stockholders and have the highest personal and professional ethics. Our Board is composed of directors with diverse perspectives and professional and personal experiences, which we believe is critical achieving our strategic goals.

The following matrix displays the five primary attributes that the Board and the nominee considered to be most relevant to each of our director nominees. This matrix is not intended to be an exhaustive list of their skills, attributes or areas of principal contributions to the Board, and each director possesses skills in addition to those presented in this matrix. More information about each director nominee can be found in the section entitled “Biographies of our Incumbent Board Nominees.”

Skills & Experience and How They Link to the Company’s Strategy

Business Development and Corporate Transactions Provide insight to advance growth agenda of our strategic initiatives

Business Operations Provide guidance on the Company’s operations to help us to optimize our business strategy

Corporate Governance and Sustainability Help our Board fulfill its environmental, social and governance oversight function effectively

Finance Are particularly well-suited to overseeing the quality and integrity of our Company’s financial statements

Health Care and Health Services Possess deep knowledge of the business challenges and opportunities facing our Company in the health care industry

Public Policy and Government Affairs Offer insight into the regulatory environment of the many jurisdictions in which we operate, their legislative and administrative priorities, and the potential implications for our business

Regulated Industries Provide a valuable perspective on how an extensive regulatory framework intersects with strategic and operational planning, including outside the health care industry

Risk Management Are particularly adept at identifying and assessing the varied risks facing our Company, including the legal, regulatory and political environment and provide oversight of compliance standards

Senior Leadership Have experience overseeing senior leadership, finance, marketing and execution of business strategy from a management, board or governance perspective

Technology and Innovation Contribute expertise regarding product innovation and evolving customer, member and client expectations

2024 Proxy Statement   13

Diversity/Background/Attributes

Independent

Tenure

11/18

9/22

3/07

3/15

9/13

11/18

1/11

10/23

2/21

11/23

3/07

5/17

Age

66

62

72

69

67

71

71

56

61

59

73

68

Gender Identity

M

M

M

F

F

M

F

M

F

M

M

F

Black or African American

Eurasian

Hispanic/Latino

White

Born Outside the United States

14   CVS Health

Biographies of our Incumbent Board Nominees

Director Qualification Highlights				Biographical Information   Mr. Aguirre is the former Chairman, President and Chief Executive Officer of Chiquita Brands International, Inc. (“Chiquita”), a global distributor of consumer products, having served as Chiquita’s President and Chief Executive Officer from January 2004 to October 2012 and its Chairman from May 2004 to October 2012. Prior to joining Chiquita, Mr. Aguirre worked for more than 23 years in brand management, general management and turnarounds at The Procter & Gamble Company (“P&G”), a manufacturer and distributor of consumer products. Mr. Aguirre began his P&G career in 1980, serving in various capacities including President and General Manager of P&G Brazil, President of P&G Mexico, Vice President of P&G’s global snacks and U.S. food products, and President of global feminine care. Mr. Aguirre was a member of the board of directors of Aetna from 2011 until the closing of the Aetna Transaction, when he became a director of CVS Health. Mr. Aguirre also serves as a director of Barry Callebaut AG, a manufacturer of high-quality chocolate and cocoa products, and is the chair of its nominating and compensation committee, and as a director of Synchrony Financial, a consumer financial services company. He also serves as chair of Synchrony’s nominating and corporate governance committee.     Skills and Qualifications of Particular Relevance to CVS Health   Mr. Aguirre brings to the Board extensive consumer products, global business and executive leadership experience. As a former Chairman and CEO of a large public company that produces and distributes consumer products worldwide, he has significant brand management and international experience that is valuable to the Board’s strategic and operational understanding of global markets. Mr. Aguirre’s experience and service on other large public company boards, where he has served as chair of various committees, positions him well as the Chair of our Audit Committee and member of the Management Planning and Development Committee.
	Business Operations
	Corporate Governance and Sustainability
	Finance
	Health Care and Health Services
	Regulated Industries

Director Qualification Highlights				Biographical Information   Dr. Balser has served as the chief executive of Vanderbilt University Medical Center (“VUMC”) since 2009 and has been President and Chief Executive Officer since 2016, when VUMC became an independent health care company. He has also served as the Dean of the Vanderbilt University School of Medicine since 2008. Dr. Balser is a member of the National Academy of Medicine and serves on its governing council. He previously served on the board of Varian Medical Systems, Inc., an oncology treatment device and software maker that was publicly traded, from October 2018 until Varian was acquired by Siemens Healthineers AG in April 2021.     Skills and Qualifications of Particular Relevance to CVS Health   Dr. Balser’s business experience includes large regional quaternary health delivery system leadership, human capital management, senior business management experience including a number of community hospital and medical practice acquisitions, overall risk management expertise through oversight of VUMC’s quality, compliance and corporate integrity activities, and financial expertise through management of its financial statements and VUMC’s separation from Vanderbilt University. His experience as a physician scientist includes leading NIH-funded research in various areas of pharmacogenomics and spearheading growth in personalized medicine at VUMC from research concepts to bedside care, integrating advances in informatics, discovery science, and precision genomics. Under his leadership, VUMC has become an academic leader in health information technology. His education and experience as an M.D. with a Ph.D. in pharmacology are considered by the Board to be tremendous assets as the Company further expands into health care delivery services. The Board believes that Dr. Balser’s experience adds knowledge and leadership depth and that he brings great value as a member of the Health Services and Technology Committee.
	Finance
	Health Care and Health Services
	Regulated Industries
	Risk Management
	Technology and Innovation

2024 Proxy Statement   15

Director Qualification Highlights				Biographical Information   Mr. Brown has been a partner of Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”), a national law firm, since the August 2018 merger of Nelson Mullins and the Florida-based Broad and Cassel, of which Mr. Brown was Chairman from March 2000 through the time of the merger. He was also a member of the executive committee of Nelson Mullins until he rotated off the committee in December 2021. He served as the lead director of Rayonier Advanced Materials Inc., a leading specialty cellulose production company, until his retirement from that board in May 2020. Mr. Brown previously served on the board of Caremark Rx, Inc. from March 2001 until the closing of the merger transaction involving CVS Health and Caremark, when he became a director of CVS Health.     Skills and Qualifications of Particular Relevance to CVS Health   Mr. Brown’s legal expertise and health care experience are highly valued by the Board, as is his ability to analyze and interpret complex issues and facilitate Board engagement. He has a broad background in large-scale corporate and real estate transactions, both domestically and internationally. Mr. Brown has significant health care experience, including through his oversight of UF Health while serving as Chairman of the Board of Trustees for the University of Florida and as a member of the board of directors and executive committee of Orlando Health, a not-for-profit health care network. The Board believes that Mr. Brown’s experience adds knowledge and leadership depth to the Board.
	Business Development and Corporate Transactions
	Corporate Governance and Sustainability
	Health Care and Health Services
	Public Policy and Government Affairs
	Risk Management

Director Qualification Highlights				Biographical Information   Ms. DeCoudreaux is President Emerita of the former Mills College, a liberal arts college for women with graduate programs for women and men, which is now known as Mills College at Northeastern University, having served a five-year term as President from July 2011 through June 2016. Previously, Ms. DeCoudreaux served in a number of leadership roles at Eli Lilly and Company, a global pharmaceutical manufacturer (“Eli Lilly”), including as Vice President and Deputy General Counsel, Specialty Legal Team, from 2010-2011, Vice President and General Counsel, Lilly USA, from 2005-2009, and Secretary and Deputy General Counsel of Eli Lilly from 1999-2005. During her 30-year career with Eli Lilly, Ms. DeCoudreaux also previously served as Executive Director of Lilly Research Laboratories, Director of Federal Government Relations, Director of State Government Relations and Director of Community Relations. In addition, Ms. DeCoudreaux has served on a number of charitable, educational, for profit and nonprofit boards, including as both a trustee and board chair at Wellesley College. She currently serves as Lead Independent Trustee and Chair of the Board of Trustees of Parnassus Funds/Parnassus Income Funds, a family of investment funds that integrates environmental, social and governance factors and fundamental investment principles.     Skills and Qualifications of Particular Relevance to CVS Health   Ms. DeCoudreaux has more than 30 years of experience in the pharmaceutical industry, and her experience as an attorney in that field and in the area of corporate governance makes her a great asset to our Board.
	Corporate Governance and Sustainability
	Health Care and Health Services
	Public Policy and Government Affairs
	Regulated Industries
	Risk Management

16   CVS Health

Director Qualification Highlights				Biographical Information   Ms. DeParle has been a Managing Partner of Consonance Capital Partners, LLC, a private equity firm focused on investing in small and mid-size health care companies, since March 2020, and was a Partner from August 2013 until March 2020. She also is a Co-founder of the firm. From March 2009 to January 2013, Ms. DeParle served in the White House, first as Counselor to the President and Director of the White House Office of Health Reform, and later as Assistant to the President and Deputy Chief of Staff for Policy. From 1997 to 2000, Ms. DeParle served as the Administrator of the Centers for Medicare & Medicaid Services (then known as the Health Care Financing Administration), and from 1993 to 1997, she served as the Associate Director for Health and Personnel for the White House Office of Management and Budget, or OMB. From 2001 to March 2009, Ms. DeParle served as a Senior Advisor with JPMorgan Partners and as a Managing Director of its successor entity, CCMP Capital, L.L.C., focusing on private equity investments in health care companies. Ms. DeParle is also currently a director of HCA Healthcare, Inc., a health care services company that owns, manages or operates hospitals and other health care facilities. She has extensive experience serving on the boards of both public and privately held companies, particularly in the health care space.     Skills and Qualifications of Particular Relevance to CVS Health   Ms. DeParle has more than 25 years of experience in the health care arena. She is widely considered to be one of the nation’s leading experts in health care policy, management and financing, which makes her an excellent fit for our Board. Her background in public policy and government affairs, legal and regulatory compliance, and corporate governance and sustainability makes her an excellent Chair of our Nominating and Corporate Governance Committee.
	Business Development and Corporate Transactions
	Corporate Governance and Sustainability
	Health Care and Health Services
	Public Policy and Government Affairs
	Risk Management

Director Qualification Highlights				Biographical Information   Mr. Farah has been Independent Chair of the Board of CVS Health since May 2022. He is the former Chairman of the Board and a director of Tiffany & Co., a retailer of jewelry and specialty products, having served in that role from October 2017 to January 2021. He served as Executive Director of Tory Burch LLC, a retailer of lifestyle products, from March 2017 to September 2017, having previously served as Co-Chief Executive Officer and director from September 2014 to February 2017. He is former Executive Vice Chairman of Ralph Lauren Corporation, a retailer of lifestyle products, having served in that position from November 2013 to May 2014, and previously served as President and Chief Operating Officer (“COO”) from April 2000 to October 2013, and a director from April 2000 to August 2014. During his 40-plus year career in retailing, Mr. Farah also held director and/or executive positions with Venator Group, Inc. (now Foot Locker, Inc.), R.H. Macy & Co., Inc., Federated Merchandising Services, the central buying and product development arm of Federated Department Stores, Inc., Rich’s/Goldsmith’s Department Stores, and Saks Fifth Avenue, Inc. Mr. Farah was a member of the board of directors of Aetna from 2007 until the closing of the Aetna Transaction, when he became a director of CVS Health. He was a director of Metro Bank PLC, a financial services company, until his retirement from that board in March 2020. He currently serves as a director of The Progressive Corporation, an auto insurance company.     Skills and Qualifications of Particular Relevance to CVS Health   Mr. Farah brings extensive business and leadership experience to our Board. He has strong marketing, brand management and consumer insights from his over 40 years of experience in the retail industry. His former positions as Executive Vice Chairman, President and COO of Ralph Lauren and Executive Director and Co-CEO of Tory Burch give Mr. Farah important perspectives on the complex financial and operational issues facing the Company. The Board believes that his experience as a board chair and executive leading consumer-facing companies makes him very well suited to serve as Independent Chair of our Board.
	Business Development and Corporate Transactions
	Business Operations
	Corporate Governance and Sustainability
	Finance
	Risk Management

2024 Proxy Statement   17

Director Qualification Highlights				Biographical Information   Ms. Finucane has been a Senior Advisor of the TPG Climate Rise Fund (“TPG”), an investment fund focused on various climate sub-sectors, since September 2022 and the Chair of the Board of Rubicon Carbon, a carbon credit firm and a TPG portfolio company, since November 2022. Previously, Ms. Finucane served as Chairman of the Board of Bank of America Europe from July 2018 through December 2022. Ms. Finucane served as a Vice Chairman of Bank of America Corporation, an international financial services company, from July 2015 until her retirement in December 2021. From 2006 through July 2015, Ms. Finucane served as Global Chief Strategy and Marketing Officer for Bank of America and served as Northeast Market President from 2004 through July 2015. As a member of the executive management team, Ms. Finucane was responsible for the strategic positioning of Bank of America and led the company’s environmental, social and governance, sustainable finance, capital deployment and global public policy efforts. She established and co-chaired the company’s Sustainable Finance Committee, which included a $1 trillion environmental business initiative, deploying capital to help accelerate the transition to a low-carbon, sustainable economy, and was chair of Bank of America’s Environmental, Social and Governance Committee. She currently serves as a director of Williams Sonoma, Inc., a retailer of kitchen and home products.     Skills and Qualifications of Particular Relevance to CVS Health   Ms. Finucane’s experience in the financial services industry, consumer policy, strategy, marketing, corporate social responsibility, global public policy and government affairs provides our Board with valuable insight in those key areas. Her distinguished career in banking also makes her a valued member of the Audit and Management Planning and Development Committees.
	Business Development and Corporate Transactions
	Corporate Governance and Sustainability
	Public Policy and Government Affairs
	Regulated Industries
	Risk Management

Director Qualification Highlights				Biographical Information   Mr. Kirby has been the Chief Executive Officer and a member of the Board of Directors of United Airlines Holdings, Inc. (“United Airlines”), an international air carrier, since May 2020. Mr. Kirby also serves on the Executive Committee and the Finance Committee of the United Airlines Board of Directors. From August 2016 until May 2020, Mr. Kirby was President of United Airlines and was responsible for its operations, marketing, sales, alliances, network planning and revenue management. Prior to joining United Airlines, he was President of American Airlines from December 2013 until August 2016 and was President of US Airways from September 2006 until December 2013, when US Airways merged with American Airlines. He started his career at the Pentagon and in the technology sector. Mr. Kirby is a member of the Board of Directors of SONIFI Solutions, a privately held manufacturer of integrated technology and service platforms. He also currently serves as the Chairman of the Star Alliance Chief Executive Board, a global alliance consisting of 26 member airlines, and is a member of the Board of Governors of the International Air Transport Association, a trade association comprised of 240 of the world’s airlines. Mr. Kirby is also a member of the Board of Directors of the U.S. Air Force Academy Foundation.     Skills and Qualifications of Particular Relevance to CVS Health   Mr. Kirby is a well-known airline industry veteran, with a broad and accomplished three-decade-long career in significant leadership roles. Mr. Kirby brings valuable expertise to the Board from his experience with marketing, sales, alliances and network planning at United Airlines, as well as his education and background in technology. As CEO of a large public company who is responsible for its business and ongoing operations, he has experience and understanding of how to implement strategic priorities. These skills make him well qualified to serve as a member of the Health Services and Technology Committee.
	Business Development and Corporate Transactions
	Finance
	Public Policy and Government Affairs
	Regulated Industries
	Technology and Innovation

18   CVS Health

Director Qualification Highlights				Biographical Information   Ms. Lynch became Chief Executive Officer and President of CVS Health on February 1, 2021. Prior to this appointment, Ms. Lynch served as an Executive Vice President of CVS Health and President of Aetna from November 2018 through January 2021 where she was responsible for delivering consumer-centric, holistic health care to the millions of people Aetna serves. Ms. Lynch also served as President of Aetna Inc. from 2015 until January 2021. She previously served as Executive Vice President of Aetna’s Local and Regional Business from 2013 to 2014 and Executive Vice President of Aetna’s Specialty Products Business from 2012 to 2013. Before joining Aetna, Ms. Lynch held executive positions at Magellan Health Services, a health care management company, where she served as president, and at Cigna Corporation, a global health insurance company. Ms. Lynch began her career as a certified public accountant at the auditing firm of Ernst & Young LLP.   Ms. Lynch served on the board of directors of U.S. Bancorp, a financial services holding company, from 2015 to 2022. Ms. Lynch also has experience serving on not-for-profit boards and on the boards of trade associations.     Skills and Qualifications of Particular Relevance to CVS Health   Ms. Lynch is a seasoned health care expert who has over three decades of experience in the industry and currently leads more than 300,000 purpose-driven colleagues. Under Ms. Lynch’s leadership, CVS Health touches the lives of more than 120 million consumers through its health care benefits and pharmacy benefits management businesses, and presence in over 9,000 community health destinations across the U.S. She is consistently rated as a top innovator and influencer in the health care space and has been recognized for her leadership in health care. Ms. Lynch has been named to Fortune’s Most Powerful Women in Business list in each of the past eight years, and topped the list in each of the last three years. Ms. Lynch is the right leader to guide CVS Health into its next era of growth as the Company continues its transformation.
	Business Development and Corporate Transactions
	Business Operations
	Finance
	Health Care and Health Services
	Regulated Industries

Director Qualification Highlights				Biographical Information   Mr. Mahoney has been the President of Boston Scientific Corporation (“Boston Scientific”), a global developer, manufacturer and marketer of medical devices, since October 2011, and has been Chief Executive Officer and a member of the Board of Directors of Boston Scientific since November 2012. He became Chairman of the Board of Directors of Boston Scientific in May 2016. Prior to joining Boston Scientific, Mr. Mahoney served as Worldwide Company Group Chairman of Johnson & Johnson’s DePuy franchise, an orthopedics and neurosciences business, from April 2007 through January 2011. From January 2001 through March 2007, he served as President and Chief Executive Officer of Global Healthcare Exchange, a leading medical supply chain solutions company. Mr. Mahoney began his career at General Electric Medical Systems, where he spent 12 years, culminating in the role of General Manager of the Healthcare Information Technology business. From October 2015 until September 2023, Mr. Mahoney served as a member of the Board of Directors of Baxter International Inc.     Skills and Qualifications of Particular Relevance to CVS Health   Mr. Mahoney has extensive experience leading global, medical products companies, including most recently as Chairman, President and Chief Executive Officer of Boston Scientific Corporation. His management experience includes leading complex organizations in medical device and other healthcare-related businesses, expertise in building strong leadership teams, developing international markets, and a proven ability to execute successful business strategies and drive operational excellence. Mr. Mahoney also has significant knowledge of the global medical products business and extensive experience leading and operating within global, multi-faceted medical products companies as a result of his roles at Boston Scientific and Johnson & Johnson.
	Business Development and Corporate Transactions
	Business Operations
	Finance
	Health Care and Health Services
	Technology and Innovation

2024 Proxy Statement   19

Director Qualification Highlights				Biographical Information   Mr. Millon is the former President and Chief Executive Officer of PCS Health Systems, Inc. (“PCS”), a pharmacy benefit management company. Mr. Millon joined PCS in 1995, where he served as President and Chief Executive Officer from June 1996 until his retirement in September 2000. Prior to that, Mr. Millon served as an executive of and held several global leadership positions with Eli Lilly and Company, a global pharmaceutical manufacturer. Mr. Millon previously served on the board of Caremark from March 2004, upon Caremark’s acquisition of AdvancePCS, and as a director of AdvancePCS (which resulted from the merger of PCS and Advance Paradigm, Inc.) beginning in October 2000. He became a director of CVS Health upon the closing of the merger transaction involving CVS Health and Caremark. Mr. Millon has over ten years of financial management experience and 15 years of general functional management experience, including strategic planning experience specific to pharmacy benefit management companies as the former head of PCS. He also has extensive venture capital and public and private company board experience.     Skills and Qualifications of Particular Relevance to CVS Health   Mr. Millon’s extensive background and experience in the pharmacy benefit management, pharmaceutical and life sciences businesses, combined with his financial expertise, provide our Board with additional perspective across the enterprise, and make him well qualified to serve as the Chair of our Health Services and Technology Committee.
	Business Operations
	Finance
	Health Care and Health Services
	Risk Management
	Technology and Innovation

Director Qualification Highlights				Biographical Information   Since October 2018, Ms. Schapiro has been Vice Chair for Global Public Policy and Special Advisor to the Founder and Chairman of Bloomberg L.P., a privately held financial, software, data and media company. She was Vice Chair of the Board of the Value Reporting Foundation, formerly the Sustainability Accounting Standards Board until the Value Reporting Foundation was absorbed into the International Financial Reporting Standards Foundation in 2022. From January 2014 through December 2018, Ms. Schapiro served as Vice Chair of Promontory Advisory Board, part of Promontory Financial Group, a leading strategy, risk management and regulatory compliance firm. From January 2009 through December 2012, Ms. Schapiro was Chairman of the U.S. Securities and Exchange Commission, becoming the first woman to serve as that agency’s Chairman. Ms. Schapiro was Chairman and CEO of the Financial Industry Regulatory Authority (“FINRA”) from 2006 through 2008, and held a number of key executive positions at FINRA and its predecessor from 1996 through 2006. She also served as Chairman of the U.S. Commodity Futures Trading Commission (“CFTC”) from 1994 to 1996. Ms. Schapiro is currently a director of Morgan Stanley, a global financial services company.     Skills and Qualifications of Particular Relevance to CVS Health   Ms. Schapiro’s experience in leading the SEC, FINRA and the CFTC makes her extremely well qualified to serve on our Board. Ms. Schapiro’s leadership of the SEC during the turbulent period that followed the 2008 financial crisis, one of the busiest rulemaking periods in the agency’s history, demonstrates her ability to navigate through a difficult and complex regulatory and political environment. Our Board believes that her skills fill important needs in the areas of legal and regulatory compliance, sustainability and climate risk, finance, risk management and public policy and government affairs.
	Corporate Governance and Sustainability
	Finance
	Public Policy and Government Affairs
	Regulated Industries
	Risk Management

20   CVS Health

Director Qualification Criteria and Board Diversity

Recognizing that the selection of qualified directors is complex and crucial to the long-term success of the Company, the N&CG Committee has established in its charter guidelines for the identification and evaluation of candidates for membership on the Board. Under its charter, the N&CG Committee recommends to the Board criteria for Board membership and recommends individuals for membership on the Board. The N&CG Committee’s charter provides that candidates should be distinguished individuals who are prominent in their fields or otherwise possess exemplary qualities that will enable them to effectively function as directors, taking into account each candidate’s other formal commitments. The N&CG Committee focuses on the following qualities in identifying and evaluating candidates for Board membership:

The N&CG Committee makes these determinations in the context of the existing composition of the Board so as to achieve an appropriate mix of characteristics. Consistent with this philosophy and pursuant to the Corporate Governance Guidelines, the N&CG Committee requires in each search qualified candidates who reflect diverse backgrounds, including diversity of gender, race and ethnicity. The N&CG Committee also takes into account all applicable legal, regulatory and stock exchange requirements concerning the composition of the Board and its committees. The N&CG Committee reviews these guidelines at least annually and modifies them as it deems appropriate.

The N&CG Committee also reviews the composition of the Board in light of the current challenges and needs of the Board and the Company, and determines whether it may be appropriate to add or remove individuals after considering, among other things, the need for audit committee expertise and issues of independence, diversity, judgment, character, viewpoint, reputation, age, skills, background, experience, workload and corporate governance best practices. In evaluating workload of nominees, our Corporate Governance Guidelines provide the requirements relating to simultaneous service by directors on other public or private company boards or public company audit committees. The Board generally considers service on the board of directors of a total of four public companies, including the Company’s Board, as the maximum number of public company directorships for directors. The Board will consider service on private company boards on a case-by-case basis, since the workload and responsibilities of such boards vary.

The N&CG Committee values diversity, which it broadly views in terms of, among other traits, gender, race, ethnicity, background and experience, as a factor in selecting members to serve on the Board. Our nominees reflect that diversity, including in terms of race, gender and ethnic background. In addition, to ensure that it has access to a broad range of qualified, experienced and diverse candidates, the N&CG Committee may use the services of an independent search firm to help identify and assist in the evaluation of candidates.

The N&CG Committee has engaged an external professional search firm to help identify, evaluate and conduct due diligence on a diverse pool of potential director candidates. The N&CG Committee also maintains an ongoing list of potential candidates and considers recommendations made by the Board’s independent directors and by our stockholders, as discussed below see “Stockholder Submission of Nominees” for more information. In addition, the N&CG Committee regularly reviews the Board skills/experience list with the skills and experience most relevant to CVS Health and its business direction, and in 2023 updated the list to reflect the Company’s current strategy. These skills and attributes are presented in the “Board Skills and Diversity Matrix” beginning on page 13 of this proxy statement. The N&CG Committee approved the Board Skills and Diversity Matrix in response to stockholder feedback.

2024 Proxy Statement   21

Board Composition and Refreshment

The N&CG Committee and the Board follow a thoughtful refreshment process to ensure the Board composition best reflects the most appropriate mix of skills and experiences to perform strong oversight of the Company’s strategic priorities. The N&CG Committee and the Board strive to maintain a range of tenures on the Board. Longer-serving directors bring valuable experience and a deep understanding of our complex businesses and industry, along with a historical perspective of our past experiences and business cycles, and how these past experiences may inform our current strategy. Directors with shorter tenures are also critical to the advancement of our strategy, bringing different skills and experiences and contributing fresh perspectives.

As further shown below, our Board has undergone significant refreshment in recent years. Since May 2020, six directors left our Board and four new directors have been elected, and each of these newer directors is standing for re-election this year, deepening the Board’s C-suite experience, financial expertise, health care industry experience, technology expertise and consumer perspective, while also building on the Board’s focus on diversity of background, experience and skills.

Additionally, Mr. Ludwig will not stand for re-election at the Annual Meeting and will retire from the Board. As a result, the Board will be reduced from 13 to 12 directors effective at the time of the Annual Meeting. Mr. Ludwig will be leaving after an accomplished 30-plus year career in the field of medical technology to spend more time on personal interests. He has served as a director of CVS Health since November 2018 and served as a member of the board of directors of Aetna, including as presiding or lead director from 2011 until the closing of the Aetna Transaction.

Board Retirement Age

The N&CG Committee and the Board believe that setting a retirement age for CVS Health directors is advisable to facilitate the addition of new directors. Accordingly, our Corporate Governance Guidelines provide that no director who is or would be over the age of 74 at the expiration of his or her current term may be nominated to a new term, unless the Board waives the retirement age for a specific director in exceptional circumstances. In the event any waiver is provided, the Board will disclose the rationale for its decision.

22   CVS Health

Board Evaluation Process

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. The N&CG Committee oversees the Board’s annual evaluation process and periodically reviews the format of the evaluation process. The N&CG Committee periodically uses a third party facilitator in connection with the annual evaluation process to ensure that actionable feedback is solicited on the operation and effectiveness of the Board, Board committees and director performance.

When considering current directors for re-nomination to the Board, the N&CG Committee takes into account the performance of each director, which is part of the N&CG Committee’s annual Board evaluation process. We have enhanced the evaluation process over the last two years, including engaging an independent third party to conduct director interviews for the 2020 and 2022 evaluations and adding a comprehensive questionnaire to the process beginning in 2021. The following represents the evaluation process conducted in respect of 2023:

2023 Multi-Step Evaluation Process

The Independent Chair of the Board has recommended and the Board has taken a number of actions in response to the evaluation process over the years including:

Majority Voting

As discussed in this proxy statement on page 126 and elsewhere, directors are elected by a majority of the votes cast at the Annual Meeting (assuming that the election is uncontested). Under our By-laws, each nominee who is a current director is required to submit an irrevocable resignation, which resignation would become effective upon (1) that person not receiving a majority of the votes cast in an uncontested election, and (2) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Board. The Board, acting

2024 Proxy Statement   23

on the recommendation of the N&CG Committee, will no later than at its first regularly scheduled meeting following certification of the stockholder vote, determine whether to accept the resignation of an unsuccessful incumbent. Absent a determination by the Board that a compelling reason exists for concluding that it is in the best interests of the Company for an unsuccessful incumbent to remain as a director, the Board will accept that person’s resignation. In the event any resignation is not accepted, the Board will disclose the rationale for its determination.

Stockholder Submission of Nominees

The N&CG Committee will consider any director candidates proposed by stockholders who submit a written request to our Corporate Secretary (including via our proxy access by-law, described below) in accordance with the procedures set out in the Company’s By-laws. All candidates should meet the Director Qualification Criteria, discussed on page 21. The N&CG Committee evaluates all director candidates and nominees in the same manner regardless of the source.

If a stockholder would like to nominate a person for election or re-election to the Board, he or she must provide notice to the Company as provided in our By-laws and described in this proxy statement. The notice must include, among other things, a written consent indicating that the candidate is willing to be named in the proxy statement for the meeting as a director nominee and to serve a full term as a director of the Company if elected, in addition to the information required by our By-laws and any other information that the SEC would require to be included in a proxy statement when a stockholder submits a proposal. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s director nominees must also provide the Company with the notice and other information required by our By-laws and the universal proxy rules. The Company’s Corporate Governance Guidelines provide that the information required of a candidate nominated by a stockholder will be the same as the information required of a candidate nominated by the Board. The Company will follow the procedural and informational requirements for director candidates as set forth in the Corporate Governance Guidelines and the By-laws of the Company. The Board and the N&CG Committee believe that all candidates for the Board, including both candidates proposed by the Board and those proposed by stockholders, should be treated equitably with respect to administrative and evidentiary requirements. Therefore, all nominees will be subject to the same standards and informational requirements, which may include, among other requirements, the completion of the Company’s standard Directors and Officers Questionnaire and any biographical affidavit required by the National Association of Insurance Commissioners. In addition, in making recommendations for individuals to serve on the Board, the N&CG Committee shall determine the eligibility of candidates nominated by stockholders as permitted by the Company By-laws; provided that the N&CG Committee’s determination that the procedural requirements set forth in the By-laws have been met shall not be considered a recommendation of such candidate by the N&CG Committee, and shall only signify that the N&CG Committee is not aware of any information that would disqualify the candidate from serving on the Board. See “Other Information – Stockholder Proposals and Other Business for Our Annual Meeting in 2025” for additional information related to proposals, including any nominations, for our 2025 Annual Meeting.

CVS Health has had a proxy access by-law since January 2016. The key terms of our proxy access by-law are: a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years may nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two nominees or 20% of the Board provided that the stockholders and the nominees satisfy the requirements specified in the Company’s By-laws.

Independence Determinations for Directors

Under our Corporate Governance Guidelines, a substantial majority of our Board must be comprised of directors who meet the director independence requirements set forth in the Corporate Governance Rules of the New York Stock Exchange (the “NYSE”) Listed Company Manual. Under NYSE Rules, no director qualifies as “independent” unless the Board affirmatively determines that the director has no material relationship with the Company.

Our Board has adopted categorical standards to assist in making director independence determinations. Any relationship that falls within the following standards or relationships will not, in itself, preclude a determination of independence. These categorical standards are set forth in Annex A to the Company’s Corporate Governance Guidelines, which are available on our website at https://investors.cvshealth.com/investors/corporate-governance/documents/default.aspx or upon request to our Corporate Secretary.

24   CVS Health

2024 Independence Determinations

The N&CG Committee undertook its annual review of director independence in March 2024. At the recommendation of the N&CG Committee, the Board determined that each of Mmes. DeCoudreaux, DeParle, Finucane and Schapiro, Dr. Balser and each of Messrs. Aguirre, Brown, Farah, Kirby, Ludwig, Mahoney and Millon is independent. Ms. Lynch is not an independent director because of her employment as President and CEO of the Company. As noted above, Mr. Ludwig will not be standing for re-election at the Annual Meeting.

The Board’s Role and Activities in 2023

The Board acts as the ultimate decision-making body of the Company and advises and oversees management, which is responsible for the day-to-day operations and management of the Company. In carrying out its responsibilities, the Board reviews and assesses CVS Health’s long-term strategy and its strategic, competitive and financial performance.

The Board oversaw CVS Health’s performance whereby the Company made strong progress on its strategic journey, bringing together integrated health solutions that meet the needs of consumers where and when they want health care. The Company successfully navigated a challenging environment and delivered on its financial commitments, a powerful testament to the strength of being a diversified company. The Board also provided leadership in connection with the Company’s efforts to lower the total cost of care, improve health outcomes, deepen patient engagement and increase loyalty through innovative models and price transparency, including the closing of two significant transactions in 2023, the acquisitions of Signify Health, Inc. (“Signify Health”) and Oak Street Health, Inc. (“Oak Street Health”), advancing the Company’s strategy in both primary and value-based care.

In 2023, CVS Health delivered total revenues of $357.8 billion, up 10.9% compared to 2022, and continued to generate significant cash flows, with cash flows from operations in 2023 totaling approximately $13.4 billion. The Board approved the Company’s return of approximately $3.1 billion to stockholders in 2023 based on an annual cash dividend of $2.42 per share and also approved a quarterly dividend of $0.665 per share in December 2023, an increase of 10% over the previous quarterly dividend, effective with the dividend distribution paid on February 1, 2024. During 2023, the Company also entered into a $3.0 billion accelerated share repurchase transaction that became effective on January 3, 2024, as part of a Board-authorized share repurchase program.

The Board’s Role in Strategy and Succession Planning

As part of its review of the Company’s strategy, the Board:

The Board also reviews the Company’s succession planning, including in the case of the incapacitation, retirement or removal of the CEO. The Board has access to external consultants, as needed. The CEO:

2024 Proxy Statement   25

The Board’s Role in Risk Oversight

The Board’s role in risk oversight involves both the full Board and its committees, as well as members of management.

The Board considers its role in risk oversight when evaluating the Company’s Corporate Governance Guidelines and the Board’s leadership structure. Both the Corporate Governance Guidelines and the Board’s leadership structure facilitate the Board’s oversight of risk and communication with management. Our Independent Chair and our CEO are focused on CVS Health’s and the Board’s risk management efforts and ensure that risk matters are appropriately brought to the Board and/or its committees for their review.

Risk Oversight Framework

26   CVS Health

HS&T Committee (formerly the Medical Affairs Committee) The HS&T Committee reviews and assesses risks arising from the Company’s provision of health care services and the steps taken to identify, monitor and mitigate those risks. It also oversees matters concerning advancing the quality of pharmacy and medical care, patient safety and experience and in 2024, assumed oversight of the health, safety and environment program and technology investments and developments across the enterprise.

Management

While the Board and its committees oversee risk management, Company management is charged with managing risk. The Company has robust internal processes and an effective internal control environment that facilitate the identification and management of risks and regular communication with the Board. Management communicates routinely with the Board, Board committees and individual Directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.

2024 Proxy Statement   27

The Board’s Role in Oversight of Cybersecurity and Information Governance

Management has responsibility to manage risk and bring to the Board’s attention the most material near-term and long-term risks to the Company. The Company’s CISO and its CPO lead management’s assessment and management of cybersecurity and information security risk. The CISO reports to the Company’s Chief Digital, Data, Analytics and Technology Officer (the “CDDATO”), who reports directly to the Company’s CEO. The CDDATO, CISO and CPO also regularly review cybersecurity matters with management.

Until March 2024, the Board had delegated the responsibility for oversight of the Company’s cybersecurity and information security risk programs to the N&CG Committee. As part of this oversight, the N&CG Committee reviewed the Company’s cybersecurity and information governance programs periodically, and at least annually. The Company’s CDDATO, CISO and CPO updated the N&CG Committee periodically, and at least annually, and the full Board as needed, on the Company’s cybersecurity programs, including with respect to particular threats, incidents or new developments in the Company’s risk profile.

In March 2024, the Audit Committee was formally delegated with primary responsibility with oversight of the Company’s cybersecurity and information security risk management and governance and privacy programs. The responsibility was transitioned from the N&CG Committee in connection with the Board’s review of the structure, membership and responsibilities of its standing committees. It is expected that the Audit Committee will now receive similar updates on the cybersecurity and information security programs from management as described above.

For more information on the Company’s cybersecurity risk management and governance, see “Part 1. Item 1C. Cybersecurity” of CVS Health’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 7, 2024.

In order to increase board fluency in cybersecurity and information governance matters, the directors participate in both internal and external programs on these subjects. During 2023, our directors attended several educational sessions on information technology matters, artificial intelligence (“AI”) and cybersecurity, including presentations by management and external experts.

The Board’s Role in Oversight of Environmental, Social and Governance Matters

The N&CG Committee, pursuant to its charter, is formally charged with oversight of the Company’s environmental, social and governance strategy and performance. The Company’s Chief Governance Officer, Chief People Officer and Chief Sustainability Officer regularly update the N&CG Committee on relevant risks and opportunities, and the N&CG Committee provides feedback and direction on the Company’s approach to key issues. The N&CG Committee also reviews the Company’s annual Impact Report prior to its publication. Additionally, the Audit Committee regularly reviews and discusses the key risks identified in the ERM process with management, their potential impact on us and our operations, and our risk mitigation strategies and related disclosure matters. These risks may include risks related to climate change, sustainability and other environmental, social and governance-related matters. Various matters under the purview of the Board’s other committees, namely the HS&T Committee and the MP&D Committee, also fall within environmental, social and governance categories, for example the human capital and culture matters overseen by the MP&D Committee and discussed below. The 2023 Healthy 2030 Impact Report is available on the Company’s website at www.cvshealth.com/reporting and highlights of our Healthy 2030 strategy and achievements are included on the back page of this proxy statement.

The Board’s Role in Our Opioid Action Plan

Our Board is committed to supporting the Company’s efforts to reduce opioid misuse in our communities through expanded education, implementation of safe prescription drug disposal, utilization management, funding for treatment and recovery programs and advocating for legislative and regulatory changes. We include information on our website that describes CVS Health’s efforts at https://www.cvshealth.com/impact/healthy-community/our-opioid-response.html.

28   CVS Health

In November 2022, CVS Health announced an agreement in principle that, when finalized in June 2023, resolved substantially all outstanding litigation claims against Company entities by participating states and political subdivisions (such as counties and cities), but not private plaintiffs, related to the dispensing and distribution of opioids dating back as far as the early 2000s. The Company has also entered into separate settlements with four states and a group representing tribes nationwide. The settlement agreements include both financial and non-financial terms, and the financial terms are targeted in significant part at the remediation of opioid misuse and addiction.

The Board’s Role in Oversight of Human Capital and Culture

We believe engaged colleagues produce stronger business results and are more likely to build a career with CVS Health, and our ability to attract and retain talented employees and executives is a risk area that the Board and its MP&D Committee oversees. Each year, under the oversight of our Board, we conduct internal engagement surveys that provide colleagues with an opportunity to share their opinions and experiences with respect to their role, their team and the enterprise to help the Board and our management identify areas where we can improve colleague experience. These surveys cover a broad range of topics including development and opportunities, diversity management, recognition, performance, well-being, compliance and continuous improvement. In 2023, we conducted engagement surveys in both January and November. More than 145,000 colleagues participated in each survey and overall engagement stayed consistent across surveys.

Our Board and CEO also play a leading role in overseeing our human capital strategy, which consists of the following categories: total rewards; diversity, equity, inclusion and belonging; colleague training and development; and health and safety. Our MP&D Committee also reviews our broad-based compensation and benefits programs.

The Board is also regularly updated on key talent metrics for the overall workforce, including metrics related to diversity and inclusion, recruiting and talent development programs, and is updated on our human capital development strategy on an annual basis. For more information on the Company’s approach to talent development, engagement and our efforts in diversity, equity, inclusion and belonging, please see our Impact Reports at www.cvshealth.com/reporting.

The Board’s Role in Oversight of Safety and Quality

The Board provides oversight regarding safety and quality efforts at CVS Health. As part of the Board’s recent standing committee realignment, the Medical Affairs Committee was renamed the Health Services and Technology Committee to reflect its broader set of oversight responsibilities, including a focus on technology and the assumption of the oversight of our health, safety and environment program from the Audit Committee. The HS&T Committee (through its review of matters concerning efforts to advance the quality of pharmacy and medical care, as well as colleague and patient safety and experience) and N&CG Committee (through its oversight of environmental, social and governance matters) receive regular updates on health and safety matters. Given the Company’s strategic move into providing a broader range of health care services, the Board and its committees have discussed with management the importance of safe and effective operations and quality delivery of care, as well as safety governance across the Company and the various third party accreditations maintained by CVS Health to help ensure safety and the delivery of quality care. For more information regarding the Company’s safety and quality programs, safety governance and third party accreditations, please see the “Safety and Quality” tab at https://www.cvshealth.com/impact/esg-reports/resource-library.html.

2024 Proxy Statement   29

Contact with the Board, the Chair and Other Independent Directors

Stockholders and other parties interested in communicating directly with the Board, the Independent Chair of the Board or with the independent directors as a group may do so by writing to CVS Health Corporation, One CVS Drive, MC 1160, Woonsocket, RI 02895. The N&CG Committee has approved a process for handling letters received by the Company and addressed to the Board, the Independent Chair of the Board or to independent directors as a group. Under that process, our Corporate Secretary reviews all such correspondence and regularly forwards to the Board copies of all correspondence that, in her opinion, deals with the functions of the Board or its committees or that she otherwise determines requires their attention.

Code of Conduct

CVS Health has adopted a Code of Conduct that applies to all of our directors, officers and employees, including our CEO, CFO and Chief Accounting Officer. Our Code of Conduct is available on our website at https://investors.cvshealth.com/investors/corporate-governance/documents/default.aspx and will be provided to stockholders without charge upon request to our Corporate Secretary. We intend to post amendments to, or waivers of, our Code of Conduct (to the extent applicable to our executive officers or directors) at that location on our website within the timeframe required by SEC rules.

Related Person Transaction Policy

In accordance with SEC rules, the Board has adopted a written Related Person Transaction Policy (the “RPT Policy”). The N&CG Committee has been designated as the Board committee responsible for reviewing, approving or ratifying any related person transactions under the RPT Policy, since the N&CG Committee already has responsibility for evaluating the impact of conflicts involving directors on independence. The N&CG Committee reviews the RPT Policy on an annual basis and will amend the RPT Policy as it deems appropriate.

Pursuant to the RPT Policy, all executive officers, directors and director nominees are required to notify our General Counsel or Corporate Secretary of any financial transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, involving the Company in which an executive officer, director, director nominee, five percent beneficial owner or any immediate family member of such a person has a direct or indirect material interest.

The General Counsel or the Corporate Secretary presents any newly reported related person transactions, and proposed transactions involving related persons that might be deemed to be related person transactions, to the N&CG Committee at its next regular meeting, or earlier if deemed necessary or appropriate. The General Counsel or Corporate Secretary provides the N&CG Committee with an analysis and recommendation regarding each reported transaction. The N&CG Committee reviews these transactions, including the analysis and recommendation. The N&CG Committee may conclude, upon review of all relevant information, that the transaction does not constitute a related person transaction, and thus that no further review is required under the RPT Policy. If after its review, the N&CG Committee determines not to approve or ratify a related person transaction, the transaction will not be entered into or continued, as the N&CG Committee shall direct. The N&CG Committee may ratify or approve a related person transaction if, upon consideration of all relevant information, the transaction is in, or not inconsistent with, the best interests of the Company and its stockholders.

In January 2024, the N&CG Committee reviewed the RPT Policy and determined that no 2023 transactions constituted reportable related person transactions under the RPT Policy.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which are available on our investor relations website at https://investors.cvshealth.com/investors/corporate-governance/documents/default.aspx and are also available to stockholders at no charge upon request to our Corporate Secretary. These Guidelines meet the listing standards adopted by the NYSE, the exchange on which our common stock is listed.

30   CVS Health

Board Structure and Processes

The Board’s Leadership Structure

CVS Health currently has an Independent Chair of the Board, and has since 2011, when the Board adopted its current leadership structure. Our Corporate Governance Guidelines provide for the Board to retain its flexibility to allocate the responsibilities of the offices of Independent Chair and CEO in any way that is in the best interests of the Company at a given point in time. In accordance with the Corporate Governance Guidelines, the Board periodically reviews and makes a determination as to the appropriateness of its leadership structure in connection with the recruitment and succession of the Independent Chair and/or the CEO, and whether the existing leadership and board structure enable strong independent oversight.

The Board believes that independence from, and oversight of, management is currently maintained effectively through the strong corporate governance practices that are in place, including its Independent Chair, the Board’s composition (with all directors but one independent), and the composition of the Board committees, with our four standing committees comprised entirely of independent directors.

Roger N. Farah is the Independent Chair of our Board. The Independent Chair presides at all meetings of the Board and works with our CEO to set Board meeting agendas and the schedule of Board meetings. In addition, the Independent Chair has the following duties and responsibilities:

The Board believes that Board independence and oversight of management will be maintained effectively through the Independent Chair, the Board’s composition and its committee system.

Director Continuing Education and Orientation

CVS Health’s Corporate Governance Guidelines establish recommendations for director education. All new members of the Board are encouraged to participate in the Company’s orientation program for directors. Other directors may also attend the orientation program. All directors are encouraged to participate in continuing education programs, with any associated expenses to be reimbursed by the Company, in order to stay current and knowledgeable about the business of the Company. Such orientation and continuing education programs are overseen by the N&CG Committee. In addition, each director is given the opportunity to become a member of the National Association of Corporate Directors which offers a large variety of live and online education programs for directors.

Our onboarding sessions are open to all directors and many take the opportunity to participate to hear the latest developments and engage with management in smaller groups. Our director orientation program familiarizes new directors with our businesses, strategies and policies, providing opportunities to directly engage with our ELT. We also pair new directors with more experienced directors to assist with the onboarding and orientation process and provide in-house director education sessions to educate Board members on emerging and evolving initiatives and strategies. Additional sessions are available on a variety of topics to individual directors upon request. Our directors receive frequent updates on recent developments, media coverage and current events that relate to our business, strategy, industry and regulatory environment.

The commitment of our directors extends well beyond preparation for, and participation at, regularly scheduled Board meetings. Engagement beyond the boardroom provides our directors with additional insights into the Company’s businesses and industry, as well as talent development.

The Board relies on both internal and external programs to increase board fluency, particularly in emerging areas. During 2023, our directors participated in several educational sessions on topics such as AI and cybersecurity, including presentations by management and external speakers. In addition, in 2023, all members of the CVS Health Board visited an Oak Street Health clinic to enhance their understanding of Oak Street Health’s capabilities in practice and the growth prospects of health care delivery more broadly. Attendance at these programs provides directors with additional insight into our business and industry and gives them valuable perspective on the performance of our Company.

2024 Proxy Statement   31

Committees of the Board

CVS Health’s Board oversees and guides the Company’s management and its business. Committees support the role of the Board on issues that are better addressed by smaller, more focused subsets of directors.

For 2023, the Board utilized five standing committees and also maintained an Executive Committee. The table below presents, as of December 31, 2023, the committees of the Board, the membership of such committees and the number of times each committee met in 2023. For further details regarding 2023 committee membership and activities, see pages 34-40.

2023 Committee Membership (Before Committee Realignment)

Name

Audit Committee

Investment and Finance Committee

Management Planning and Development Committee

Nominating and Corporate Governance Committee

Medical Affairs Committee

Executive Committee

Fernando Aguirre

Jeffrey R. Balser, M.D., Ph.D.

C. David Brown II

Alecia A. DeCoudreaux

Nancy-Ann M. DeParle

Roger N. Farah

Anne M. Finucane

Edward J. Ludwig

J. Scott Kirby

Karen S. Lynch

Michael F. Mahoney

Jean-Pierre Millon

Mary L. Schapiro

2023 Meetings

8

4

6

6

4

1

Committee Chair      *   Audit Committee Financial Expert

Board Committee Realignment

Our business and regulatory environment continues to evolve rapidly. A dynamic approach to governance will help our Board keep pace with these changes, including through evolving its committee structures and responsibilities to enable a deeper focus on oversight of increasingly complex and changing business priorities and oversight needs.

During 2023, the Board conducted a review of its overall committee structure, responsibilities and membership in an effort to enhance its oversight, increase efficiency and create additional time for Board education and discussion. As part of this review, the N&CG Committee considered various changes, including the possibility of restructuring our five standing committees to four. As a result of this review, in January 2024, the Board approved a streamlined committee structure with the following standing committees: Audit, Management Planning and Development, Nominating and Corporate Governance and Health Services and Technology (renamed from Medical Affairs to reflect a broader set of responsibilities); along with an Executive Committee that meets on an ad hoc basis. The I&F Committee was eliminated and its responsibilities were assigned to the other committees. As part of the realignment, the Board also modified the scope of responsibilities delegated to the standing committees, and also adjusted the composition of the committees. The revised structure, responsibilities and membership provide more time for our standing committees to focus on matters of significance and provide oversight of key strategies and risk. The Board continues to have the authority to form additional standing or ad hoc committees from time to time. The charters of each standing committee and the Company’s Corporate Governance Guidelines have been revised based on the new responsibilities. The updated governance documents are available at the Company’s investor relations website: https://investors.cvshealth.com/investors/corporate-governance/documents/default.aspx.

32   CVS Health

The following table illustrates the changes in oversight responsibilities implemented by the standing committee realignment review:

Topic	Prior Committee Responsibility			Post Committee Restructure Responsibility
Cybersecurity	N&CG Committee			Audit Committee
Health, Safety and Environment Program	Audit Committee			HS&T Committee
Investment Policies, Strategies, Transactions and Performance	I&F Committee			Audit Committee
Capital Allocation (Dividends, Share Repurchases, Regulated Capital Investment Portfolio, etc.)	I&F Committee			Audit Committee
Venture Investments Program	I&F Committee			HS&T Committee
Consumer/Technology Focus	Full Board			HS&T Committee

With the committee restructuring, the N&CG Committee considered the periodic rotation of committee members and committee chairs to introduce fresh perspectives and to broaden and diversify the views and experience represented on the committees, and the Board approved changes to the Corporate Governance Guidelines to reflect the planned rotation of committee leadership and membership. In January 2024, the Board approved the updates to committee membership as shown below. The changes were implemented in March 2024, other than the Executive Committee changes, which will occur immediately following the Annual Meeting. Mr. Ludwig remains a member of the Audit Committee until his retirement at the time of the Annual Meeting.

2024 Committee Membership (After Committee Realignment)
Name		Audit Committee		Management Planning and Development Committee		Nominating and Corporate Governance Committee		Health Services and Technology Committee		Executive Committee
Fernando Aguirre
Jeffrey R. Balser, M.D., Ph.D.
C. David Brown II
Alecia A. DeCoudreaux
Nancy-Ann M. DeParle
Roger N. Farah
Anne M. Finucane
J. Scott Kirby
Karen S. Lynch
Michael F. Mahoney
Jean-Pierre Millon
Mary L. Schapiro

Committee Chair        *   Audit Committee Financial Expert

Outlined on the following pages are the Board’s committees with descriptions of each committee’s membership, roles and responsibilities and activities as of December 31, 2023. Please note that the photos reflect the committees as constituted for the 2024-2025 Board year.

2024 Proxy Statement   33

Audit Committee
Meetings in 2023: 8
2024 Committee Members (all independent)			2023 Committee Members (all independent)
1.	Jean-Pierre Millon*		Fernando Aguirre* (Chair from September 2023) Jeffrey Balser* Alecia DeCoudreaux Edward Ludwig* (Chair until September 2023) Jean-Pierre Millon* Mary Schapiro*
2.	Anne Finucane
3.	Fernando Aguirre (Chair)*
4.	Mary Schapiro*
5.	Jeffrey Balser*
*	Audit Committee Financial Expert
Joined (March 2024) Anne Finucane			Rotated Off (March 2024) Alecia DeCoudreaux Retiring (May 2024) Edward Ludwig

 

Each member of the Audit Committee is financially literate and independent of the Company and management under applicable SEC rules and the Corporate Governance Standards of the NYSE Listed Company Manual. The Board designated each of Messrs. Aguirre, Ludwig and Millon, Dr. Balser and Ms. Schapiro as an Audit Committee Financial Expert, as defined under applicable SEC rules. The Board has approved a charter for the Audit Committee, which can be viewed on our website at https://investors. cvshealth.com/investors/corporate-governance/documents/default.aspx and also is available to stockholders without charge upon request to our Corporate Secretary.

 

Audit Committee Activities in 2023 The Audit Committee met eight times in 2023. Except for one absence of one member of the Audit Committee due to an unavoidable conflict, each member of the Audit Committee attended all of its meetings while he or she was a member. Several of the Audit Committee’s meetings were focused primarily on our annual or quarterly financial reports, including our Form 10-K, Forms 10-Q and our related earnings releases. At each of these meetings, the Audit Committee reviewed the documents in depth with our CFO and our Chief Accounting Officer, as well as our CCO, Chief Audit Executive, General Counsel and other key members of management. The Audit Committee also received reports from our internal audit department and our independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”). The Audit Committee regularly met with Ernst & Young outside the presence of management, and also met individually with members of management, including the CCO and the Chief Audit Executive. In addition to its responsibilities related to our financial statements, the Audit Committee played a primary role in risk oversight, including reviews of our enterprise risk management program and in oversight of our anti-money laundering and sanction screening compliance programs, business continuity and enterprise resiliency programs, and health, safety and environment program. The Audit Committee also reviewed our legal and regulatory compliance program and received updates on a quarterly basis. The Audit Committee also provided the report found on page 42 of this proxy statement, and recommended the inclusion of the Company’s audited financial statements in its 2023 Form 10-K.

2023 Primary Responsibilities Pursuant to its charter, in 2023 the Audit Committee had responsibility for: •  the integrity of our financial statements; •  the qualifications, independence and performance of our independent registered public accounting firm, for whose appointment the Audit Committee bears principal responsibility; •  the performance of our internal audit function; •  our policies and practices with respect to risk assessment and risk management, including discussing with management the Company’s major financial risk exposures and the steps that have been taken to monitor and control such exposures; •  compliance with, and approval of, our Code of Conduct; •  the review of our business continuity and enterprise resiliency program; •  the review of our health, safety and environment program; and •  our compliance with legal and regulatory requirements, including the review and oversight of matters related to compliance with federal health care program requirements.

 

34   CVS Health

Investment and Finance Committee
Meetings in 2023: 4
2023 Committee Members
(all independent)
1.	Mary Schapiro
2.	Anne Finucane (Chair)
3.	Edward Ludwig

 

Each member of the I&F Committee was independent of the Company and management under applicable SEC rules and the Corporate Governance Standards of the NYSE Listed Company Manual. At its meetings, various members of management, including the CFO, Chief Investment Officer and Treasurer, provided the I&F Committee with updates on areas of its responsibility.

 

Investment and Finance Committee Activities in 2023 The I&F Committee met four times in 2023, and each member of the I&F Committee attended all of its meetings while he or she was a member. The I&F Committee spent significant time focused on investment management updates and our capital allocation plans, including updates to the Company’s credit facilities, entering into and later repaying a term loan and multiple debt offerings that provided proceeds for the Company’s acquisitions of Signify Health and Oak Street Health. The I&F Committee reviewed the Company’s 2023 investment performance as well as an in-depth study of the Company’s investment assets. The I&F Committee also reviewed reports from our treasury department and regularly met with members of management, including the CFO, the Treasurer and Aetna’s Chief Investment Officer. The I&F Committee reviewed quarterly investment reports and capital allocation reports, as well as various finance programs of the Company, such as certain reinsurance transactions, and made recommendations to authorize resolutions for the Company’s investment and finance activity, including the dividend increase authorized in December 2023 and the Company’s $20 billion share repurchase program authorized by the Board in December 2021 and expanded in November 2022. The I&F Committee also reviewed reports on investments made by the Company’s frozen pension plans and its 401(k) plans, and through its venture investments program. The Board eliminated the I&F Committee in 2024 and its responsibilities were assigned to the other committees.

2023 Primary Responsibilities Pursuant to its charter, in 2023 the I&F Committee had responsibility for:   •  the investment policies, strategies, programs and portfolio of CVS Health and its subsidiaries; •  the Company’s capital plan, including the review of significant financial policies and matters of financial corporate governance, such as the Company’s dividend policy, share repurchase program and credit facilities and the issuance or retirement of debt and other securities; •  the financing of significant mergers, acquisitions, joint ventures and investments in securities issued by third parties; •  the review and approval of the Company’s decision to enter into swap transactions that are not cleared and are not traded on a designated contract market or swap execution facility, including establishing policies governing the use of such swaps; •  the Company’s insurance and self-insurance programs related to third party claims; and •  the Company’s share repurchase programs, including assessing whether to recommend modification to such programs to the Board.

 

2024 Proxy Statement   35

Management Planning and Development Committee
Meetings in 2023: 6
2024 Committee Members (all independent)			2023 Committee Members (all independent)
1.	Roger Farah		David Brown (Chair)
2.	Fernando Aguirre		Roger Farah
3.	David Brown (Chair)		Anne Finucane
4.	Anne Finucane		Michael Mahoney
5.	Michael Mahoney
Joined (March 2024) Fernando Aguirre			Rotated Off (March 2024) None

 

Each member of the MP&D Committee is independent of the Company and management under applicable SEC rules and the Corporate Governance Standards of the NYSE Listed Company Manual. The Board has approved a charter for the MP&D Committee, which can be viewed on our website at https://investors.cvshealth.com/investors/corporate-governance/documents/default.aspx and also is available to stockholders without charge upon request to our Corporate Secretary. No MP&D Committee member participates in any of our employee compensation programs and none is a current or former officer or employee of CVS Health or its subsidiaries. At MP&D Committee meetings, non-members, such as the CEO, the CFO, the Chief Accounting Officer, the Chief People Officer, the Corporate Secretary and Chief Governance Officer, other senior human resources and legal officers, or external consultants, may be invited to provide information, respond to questions and provide general staff support. However, no CVS Health executive officer is permitted to be present during any discussion of his or her compensation or performance, and the MP&D Committee regularly exercises its prerogative to meet in executive session without management.

 

Management Planning and Development Committee Activities in 2023 The MP&D Committee met six times in 2023. Except for one absence by one member of the MP&D Committee due to an unavoidable conflict, each member of the MP&D Committee attended all of its meetings while he or she was a member. In addition to reviewing the independence of its advisor as described on page 37, the MP&D Committee devoted substantial time to its oversight of the Company’s compensation and benefit programs as part of its annual governance process. This review was aimed at ensuring that the Company is providing its employees with compensation and benefit programs that are appropriate. The MP&D Committee received updates on programs and initiatives relating to the Company’s colleagues along with compensation trends and legislative and regulatory developments. The MP&D Committee devoted considerable time to CVS Health’s stockholder outreach efforts and the feedback received from investors. The MP&D Committee also reviewed director compensation. The MP&D Committee’s review of executive compensation matters and its decisions, including changes made in response to input from our stockholders, is discussed in the CD&A beginning on page 48 of this proxy statement.

Primary Responsibilities Pursuant to its charter, the MP&D Committee had responsibility for: •  overseeing our compensation and benefits policies and programs generally; •  evaluating the performance of designated senior executives, including the CEO; •  in consultation with our other independent directors, overseeing and setting compensation for the CEO; •  overseeing and setting compensation for our designated officers; •  reviewing the compensation arrangements (including equity-based compensation) for the Company’s non-employee directors and recommending changes in Board compensation to the Board; •  approving, or recommending to the Board for approval, the creation or revision of any of our recoupment policies; •  reviewing and assessing risks arising from our compensation and benefits policies and programs; •  reviewing, at least annually, compliance with our stock ownership guidelines by our directors and executive officers; •  reviewing the results of the Company’s say on pay votes and the frequency of the say on pay votes; •  reviewing and discussing with management or other committees strategies, initiatives and programs relating to human capital management; and •  preparing and recommending to the full Board for inclusion in the Company’s proxy statement a compensation committee report. The Compensation Committee Report for this proxy statement is on page 47. The MP&D Committee may delegate its authority relating to employees other than executive officers and directors as it deems appropriate and may also delegate its authority relating to ministerial matters.

 

36   CVS Health

Compensation Risk Assessment

The MP&D Committee is responsible for reviewing and assessing potential risk arising from the Company’s compensation policies and practices. In 2023, the Company performed a risk assessment of its compensation policies and practices to ascertain any potential material risks that may be created by its compensation programs. The Company’s assessment included all major components of the Company’s compensation programs, including: the mix between annual and long-term compensation; short-term incentive program design; long-term incentive program performance measures; incentive plan performance criteria and corresponding objectives; a comparison of the Company’s programs with those of its peers; the Company’s change in control policies; its recoupment policies; its share retention requirements and ownership guidelines; and the Internal Audit Department’s review of the controls regarding the Company’s long-term incentive program. The MP&D Committee considered the findings of the assessment, in addition to an assessment by its independent consultant, and concluded that the Company’s compensation programs are aligned with the interests of its stockholders, appropriately reward pay for performance, and do not promote excessive risk-taking.

Independent Compensation Consultant

Under its charter, the MP&D Committee has the authority to retain outside consultants or advisors it deems necessary to provide desired expertise and counsel.

Korn Ferry, the MP&D Committee’s independent compensation consultant, provides services to management, including leadership development, executive searches and assessments. The Company also uses a proprietary Korn Ferry-licensed competency product. Fees paid to Korn Ferry in 2023 for these other services, were $3,876,141. The MP&D Committee has determined that Korn Ferry is independent and its work for the Company does not raise any conflicts of interest. The MP&D Committee reached this determination by reviewing the fees paid to Korn Ferry and evaluating its work under applicable SEC and NYSE rules on conflicts of interest and independence. This evaluation included considering all of the services provided to the Company, the amount of fees received as a percentage of Korn Ferry’s annual revenue, its policies and procedures designed to prevent conflicts of interest and maintain independence, any business or personal relationships between Korn Ferry and the members of our MP&D Committee or executive officers and any ownership of our stock by Korn Ferry’s team that provided any executive and director compensation services. The MP&D Committee has implemented a process to approve fees for any non-compensation consulting in advance to ensure that Korn Ferry remains independent. Fees paid for services in 2023 to Korn Ferry for compensation consulting to the MP&D Committee were $418,000.

During 2023, the MP&D Committee’s independent compensation consultant:

The MP&D Committee believes that the advice it received from its independent compensation consultant is objective and not influenced by any other business relationship. The MP&D Committee and its independent compensation consultant have policies and procedures in place to preserve the objectivity and integrity of the compensation consulting advice, including:

Compensation Committee Interlocks and Insider Participation

As of March 18, 2024, the members of the MP&D Committee are Mr. Brown (Chair), Ms. Finucane, and Messrs. Aguirre, Farah and Mahoney. Mr. Aguirre joined the MP&D Committee in March 2024. None of the members of the MP&D Committee has ever been an officer or employee of the Company. There are no interlocking relationships between any of our executive officers and any MP&D Committee member.

2024 Proxy Statement   37

Medical Affairs Committee (renamed in March 2024 as Health Services and Technology Committee)
Meetings in 2023: 4
2024 Committee Members (all independent)			2023 Committee Members (all independent)
1.	Scott Kirby		Jean-Pierre Millon (Chair)   Jeffrey Balser   Alecia DeCoudreaux   Nancy-Ann DeParle   Scott Kirby
2.	Alecia DeCoudreaux
3.	Jean-Pierre Millon (Chair)
4.	Mary Schapiro
5.	Jeffrey Balser
6.	Nancy-Ann DeParle
Joined (March 2024) Mary Schapiro			Rotated Off None

 

Each member of the Medical Affairs Committee is independent of the Company and management under applicable SEC rules and the Corporate Governance Standards of the NYSE Listed Company Manual.

 

In March 2024, the Medical Affairs Committee was renamed the Health Services and Technology Committee to reflect a broader set of oversight responsibilities, which include an increased focus on technology and continued focus on the oversight of the Company’s medical- and pharmacy-related strategies and initiatives, matters relating to advancing the quality of pharmacy and medical care, patient safety and patient experience, enhancing access to cost-effective quality health care and promoting member health. Effective in 2024, the HS&T Committee will oversee the Company’s health, safety and environment program, as well as review and provide the leadership team of the Company with advice and oversight regarding the Company’s technology and digital strategy, innovation and related matters. The Board has approved a charter for the HS&T Committee, which can be viewed on our website at https://investors.cvshealth.com/investors/corporate-governance/documents/default.aspx and also is available to stockholders without charge upon request to our Corporate Secretary.

 

Medical Affairs Committee Activities in 2023   The Medical Affairs Committee met four times in 2023, and each member of the Medical Affairs Committee attended all of its meetings while he or she was a member. The Medical Affairs Committee’s meetings focused on a wide variety of matters related to the Company’s provision of health care services across the enterprise, including retail, mail, specialty and long-term care pharmacy, the Company’s culture of safety approach, reproductive health issues, provider recruitment and retention, patient safety and quality at Signify Health and Oak Street Health, employee safety matters, and the Company’s efforts to improve health equity. The Medical Affairs Committee also received updates on claims against the Company related to pharmacy services and health care provided by the Company, as well as the steps being taken to minimize and mitigate those claims. The Medical Affairs Committee also reviewed matters related to the Company’s Enterprise Patient Safety Organization and received reports regarding various lines of business across the enterprise and other efforts to measure and improve patient safety and clinical effectiveness. The Medical Affairs Committee was also kept apprised of the Company’s COVID-19 testing and vaccine administration programs, in line with the Company’s strong commitment to testing and vaccine equity.

2023 Primary Responsibilities   Pursuant to its charter, in 2023 the Medical Affairs Committee had responsibility for: •  reviewing significant medical, pharmacy and other health-related strategies and initiatives of the Company, and matters concerning efforts to (1) advance the quality of pharmacy and medical care, patient safety and experience and clinical practices and policies, (2) enhance access to cost-effective quality health care, and (3) promote member health and health equity; •  reviewing the Company’s medical, pharmacy and other strategies and initiatives designed to foster health care innovation, lower patient costs and improve the delivery of clinic, in-home and other health care solutions; •  reviewing matters and receiving reports concerning the quality performance of the Company’s (1) pharmacy and health services practices, including quality, key clinical trends, priorities and risks; (2) patient and colleague safety and experience; and (3) legislative, regulatory and policy developments related to the health care industry, patient safety and quality of care; and •  taking such other actions and performs such services as may be referred to it from time to time by the Board, including the conduct of special reviews as it may deem necessary or appropriate to fulfill its responsibilities.

 

38   CVS Health

Nominating and Corporate Governance Committee
Meetings in 2023: 6
2024 Committee Members (all independent)			2023 Committee Members (all independent)
1.   Roger Farah 2.   Alecia DeCoudreaux 3.   Nancy-Ann DeParle (Chair) 4.   David Brown			Fernando Aguirre David Brown Alecia DeCoudreaux Nancy-Ann DeParle (Chair) Roger Farah
Joined None			Rotated Off (March 2024) Fernando Aguirre

 

Each member of the N&CG Committee is independent of the Company and management under applicable SEC rules and the Corporate Governance Standards of the NYSE Listed Company Manual. The Board has approved a charter for the N&CG Committee, which can be viewed on our website at https://investors.cvshealth.com/investors/corporate-governance/documents/default.aspx and also is available to stockholders without charge upon request to our Corporate Secretary. At its meetings, various members of management, including the General Counsel, the Corporate Secretary and Chief Governance Officer, the Senior Vice President of Government Affairs, the Chief Sustainability Officer, the CDDATO, the CISO, the CPO and the Chief People Officer, provided the N&CG Committee with updates on areas of its responsibility.

 

Nominating and Corporate Governance Committee Activities in 2023   The N&CG Committee met six times in 2023 and each member of the N&CG Committee attended all of its meetings while he or she was a member. Throughout the year, the N&CG Committee evaluated, and continues to evaluate, potential candidates for future election to the Board. In addition, the N&CG Committee reviewed the Company’s political activities and expenditures in depth, considered significant public policy issues and government affairs’ priorities and activities, reviewed the Company’s environmental, social and governance framework and the Company’s charitable contribution budget. The N&CG Committee also oversaw the 2023 evaluation process for the Board and its committees, which included an in-depth interview of each director by the Independent Chair of the Board. In addition, the N&CG Committee received updates about legal and regulatory developments concerning corporate governance, business and trends in the health care industry, our stockholder engagement strategy, as well as updates on the proxy season and stockholder communications. The N&CG Committee also had responsibility for oversight of cybersecurity and information governance, including privacy and information security and received regular updates from the CDDATO and CISO. The N&CG Committee reviewed and approved our RPT Policy, and made recommendations regarding the director slate, committee composition, independence determinations and Audit Committee Financial Experts, including with respect to the review and restructuring of the Board’s committee structure, membership and responsibilities. The N&CG Committee also reviewed and approved the Board skills and experience list and approved the use of a Board skills matrix.

2023 Primary Responsibilities   Pursuant to its charter, in 2023 the N&CG Committee had responsibility for:   • identifying individuals qualified to become Board members consistent with criteria approved by the Board;   • recommending to the Board director nominees for election at the next annual or special meeting of stockholders at which directors are to be elected or to fill any vacancies or newly-created directorships that may occur between such meetings;   • recommending directors for appointment to Board committees;   • making recommendations to the Board as to determinations of director independence;   • evaluating Board and committee performance;   • overseeing our information governance framework, including our privacy and information security programs, as well as the cybersecurity aspects of our information security program and cybersecurity risk exposures;   • reviewing and ratifying any related person transactions in accordance with our policy on such matters;   • considering matters of corporate governance, reviewing, at least annually, our Corporate Governance Guidelines and overseeing compliance with such Guidelines;   • reviewing and considering the Company’s policies, practices and goals related to environmental sustainability, community engagement and significant issues of corporate social responsibility, including the review of the impact report issued by the Company; and   • reviewing and considering our policies and practices on issues relating to charitable contributions, political spending practices and significant public policy issues.

2024 Proxy Statement   39

Executive Committee
At all times when the Board is not in session, the Executive Committee may exercise many of the powers of the Board, as permitted by applicable law. The Board has approved a charter for the Executive Committee which can be viewed on our website at https://investors.cvshealth.com/investors/corporate-governance/documents/ default.aspx. The Executive Committee charter sets the minimum number of members at three and implements a formal, annual rotation of membership.   The Executive Committee meets as necessary and all actions by the Executive Committee are reported and ratified at the next succeeding Board meeting.
Meetings in 2023: 1
2024 Committee Members			2023 Committee Members
1.   Michael Mahoney 2.   Karen Lynch 3.   Roger Farah (Chair) 4.   Anne Finucane 5.   Jeffrey Balser			Roger Farah (Chair) Fernando Aguirre David Brown Nancy-Ann DeParle Karen Lynch
Joining (May 2024) Jeffrey Balser Anne Finucane Michael Mahoney			Rotating Off (May 2024) Fernando Aguirre David Brown Nancy-Ann DeParle

 

Board Meetings and Attendance

 

The Board and its committees meet throughout the year on a set schedule and also hold special meetings, as appropriate. During 2023, the Board met eight times. Directors are expected to make every effort to attend the Annual Meeting of Stockholders, all Board meetings and the meetings of the committees on which they serve. The average attendance of Directors at all meetings during the year was 98%, and no director attended fewer than 75% of the aggregate number of Board and committee meetings that he or she was eligible to attend. All of our directors then in office and standing for election attended the 2023 Annual Meeting of Stockholders.

 

The independent directors also regularly hold executive sessions during regularly scheduled Board meetings in which our management does not participate.

 

Non-Employee Director Compensation

 

CVS Health’s approach to compensating non-employee directors for Board service is to provide directors with an annual retainer comprised typically of 75% paid in shares of our common stock and 25% paid in cash (or up to 100% stock at the director’s election). The payment of a significant portion of the annual retainer, and additional retainers as outlined below, in our common stock is consistent with our policy of using equity compensation to better align directors’ interests with stockholders. This also enhances the directors’ ability to meet and continue to comply with our stock ownership guidelines, which are described below.

 

For the 2023-2024 Board year, the total annual retainer for non-employee directors was $335,000, consisting of shares of our stock valued at $251,250 (the annual stock retainer) and a cash payment of $83,750 (unless the director elected to receive up to 100% of the annual retainer in shares of our common stock). However, as previously disclosed, the Board agreed to a reduction in non-employee director compensation of 10% for the directors elected at the 2023 Annual Meeting, so the retainer fee was reduced by $33,500, and the total stock value was $217,750. Each retainer was paid in two installments, in May and November, with the reduction reflected in the May stock payment. Directors may elect to defer receipt of shares, and deferred shares are credited with dividend reinvestment shares to the extent dividends are paid to stockholders. There are no meeting fees.

 

Ad hoc committees of the Board may be established from time to time to work on special projects and members may receive additional compensation for these services, as approved by the Board.

40   CVS Health

All Other Non-Employee Director Compensation and Benefits

Directors are eligible to participate in the employee discount program in the Company’s stores and are subject to the same terms of the program as our employees. Directors are generally reimbursed for business expenses incurred directly in connection with their roles and duties on the Board, such as travel, meals, lodging and executive support.

The following table shows amounts paid to each of our non-employee directors in 2023.

Non-Employee Director Compensation – 2023

2024 Proxy Statement   41

Audit Committee Matters

The Audit Committee of the Company’s Board of Directors has appointed Ernst & Young, an independent registered public accounting firm, to audit the financial statements of the Company for the fiscal year ending December 31, 2024 and recommended to our full Board that it ratify that appointment. We are submitting the appointment by the Audit Committee to you for your ratification.

Audit Committee Report

As of December 31, 2023, the Audit Committee was composed of six independent directors, whose signatures and report on the Audit Committee’s activities with respect to CVS Health’s audited financial statements for the fiscal year ended December 31, 2023 (the “audited financial statements”) are set forth below.

Fernando Aguirre (Chair)		Jeffrey R. Balser, M.D., Ph.D.		Alecia A. DeCoudreaux		Edward J. Ludwig		Jean-Pierre Millon		Mary L. Schapiro

Independent Registered Public Accounting Firm Independence and Fee Approval Policy

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. The Audit Committee has retained Ernst & Young as CVS Health’s external audit firm since September 2007. In order to assure continuing external auditor independence, the Audit Committee periodically considers whether there should be a rotation of the audit firm. Further, in conjunction with the mandated rotation of the external audit firm’s lead engagement partner, the Audit Committee and its Chair were directly involved in the selection of Ernst & Young’s lead engagement partner, who assumed her role in February 2022. Based on its most recent evaluation of Ernst & Young, the members of the Audit Committee believe that the continued retention of Ernst & Young to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders. Among the factors considered by the Audit Committee in reaching this recommendation are the following: the quality of Ernst & Young’s staff, work and quality control; its capability and technical expertise, given the complexity of the Company’s business; its independence from

42    CVS Health

the Company; the quality and candor of its communications with the Company and the Audit Committee; and the benefits of its tenure as auditors, including enhanced audit quality and competitive fees.

All audit services, audit-related services, tax services and other services provided to the Company by Ernst & Young were pre-approved by the Audit Committee, and the Audit Committee is ultimately responsible for audit fee negotiations associated with the retention of Ernst & Young. The Audit Committee has considered whether Ernst & Young’s provision of services is compatible with maintaining Ernst & Young’s independence. The Audit Committee’s charter requires pre-approval of the audit and non-audit services to be provided by the Company’s independent registered public accounting firm. The Audit Committee reviews and approves Ernst & Young’s services on an annual basis. During the year, Ernst & Young also may request pre-approval of additional services, and the Audit Committee considers such requests for approval and approves them as circumstances warrant. The Audit Committee charter authorizes the Audit Committee to delegate to one or more of its members authority to pre-approve permitted services, as long as such pre-approvals are reported to the full Audit Committee at its next meeting.

Representatives of Ernst & Young will be at the Annual Meeting to answer your questions and will have the opportunity to make a statement if they so desire.

If you do not ratify the appointment of Ernst & Young, the Audit Committee will reconsider the appointment of Ernst & Young, although in the event of reconsideration, the Audit Committee may determine that Ernst & Young should continue in its role. Even if you ratify the appointment of Ernst & Young, the Audit Committee retains its discretion to reconsider Ernst & Young’s appointment if it believes that reconsideration is necessary and in the best interest of the Company and its stockholders.

Fees of Independent Accounting Firm

The following table summarizes the fees paid to Ernst & Young for services rendered during fiscal 2023 and 2022.

2024 Proxy Statement   43

Executive Compensation and Related Matters

Background

We are asking our stockholders to approve, on an advisory basis, the 2023 compensation paid to our Named Executive Officers, as described in the Compensation Discussion and Analysis and the Executive Compensation sections of this proxy statement. Although the advisory vote is not binding upon the Company, the MP&D Committee (referred to in this Item 3 as the “Committee”), which is responsible for designing and administering our executive compensation program, values our stockholders’ views and will continue to consider the outcome of the vote in its ongoing evaluation of our executive compensation program.

At CVS Health, our executive compensation philosophy and practice reflect our commitment to paying for performance, both short- and long-term. We define performance as the achievement of results measured against challenging internal financial targets that take into account our results relative to that of our peer companies, as well as industry and market conditions. We believe that our multi-faceted executive compensation plans, with their integrated focus on short- and long-term metrics and features that enhance alignment to stockholders, provide an effective framework by which progress toward achieving our strategic goals may be appropriately measured and rewarded.

2023 CHANGES TO THE EXECUTIVE COMPENSATION PROGRAM

After considering stockholder feedback, the Committee maintained consistency in the programs using the same metrics for the annual cash management incentive program and PSUs and maintaining the equity mix in the long-term incentive program. The Committee approved minor changes to the 2023 Management Incentive Plan (“MIP”) component of the program that we believe further aligned the interests of our executives with our stockholders, including:

OUR 2023 VOTE; STOCKHOLDER OUTREACH

Following our 2023 Annual Meeting of Stockholders, the Committee considered the result of the stockholder advisory vote on executive compensation that was held at the meeting with respect to the 2022 compensation actions and decisions for the Named Executive Officers. Approximately 80% of votes were cast in favor of the proposal; this was lower than the support received in 2022 (91.8% in favor). Following the vote, the Committee conducted a thorough review of the compensation program and oversaw a robust stockholder outreach program. The Committee considered feedback from stockholders and refined the executive compensation program in 2024. See the “Compensation Discussion and Analysis” beginning on page 48 for more details.

44   CVS Health

OUR 2023 PERFORMANCE AND PAY ACTIONS

In 2023, CVS Health made strong progress on its strategy, and we delivered strong revenue growth and also returned over $3 billion to stockholders through dividends. We set challenging internal goals which resulted in below-target level annual bonus payments. We met target 2023 Adjusted EPS performance and above median rTSR for the 2021 PSUs, resulting in a 103.3% payout, as shown below.

With respect to 2023 pay, the Committee took the following actions:

CONCLUSION; RESOLUTION

We encourage stockholders to read the letter from the Committee on pages 46-47 of this proxy statement and the CD&A, accompanying compensation tables and narrative discussion beginning on page 79 for a detailed description of our executive compensation program and decisions.

The Committee and the Board believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our goals and that the compensation of our Named Executive Officers reported in this proxy statement has contributed to CVS Health’s long-term success. Additionally, we believe the 2023 pay outcomes demonstrate alignment between pay and performance and that our executive compensation program remains aligned to the Company’s growth strategy.

Stockholders are being asked to vote on the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the CVS Health executive officers named in the Summary Compensation Table, as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures).”

2024 Proxy Statement   45

46   CVS Health

The Committee believes that our executive compensation program supports our long-term strategy and positions us to attract and retain critical talent within our executive leadership team and that these updates are aligned with our stockholders’ interests and feedback.

We remain committed to the ongoing evaluation and improvement of our executive compensation program, informed by regular discussions with our stockholders. We look forward to continuing this dialogue and encourage you to reach out with any questions or concerns related to our program before making your voting decision. Thank you again for your continued support and investment in CVS Health.

Compensation Committee Report

MP&D Committee members as of the March 18, 2024 record date met with management to review and discuss the Compensation Discussion and Analysis. Based on that review and discussion, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Roger N. Farah		C. David Brown II (Chair)		Anne M. Finucane		Michael F. Mahoney

2024 Proxy Statement   47

Compensation Discussion and Analysis

The Compensation Discussion and Analysis explains how our executive compensation programs are designed and operate with respect to our named executive officers (“NEOs” or “Named Executive Officers”), which includes Shawn M. Guertin, our former Executive Vice President, Chief Financial Officer and President of Health Services.

Highlights for our continuing NEOs are below:

	Karen S. Lynch   CVS Health President and CEO
Current and Prior Roles Ms. Lynch has over three decades of experience in the health care industry. Under her leadership, CVS Health touches the lives of more than 120 million consumers each year through its unique combination of assets. Prior to becoming President and Chief Executive Officer, she was EVP and President of Aetna, responsible for driving the strategy to deliver consumer-focused, high-value health care to the millions of people Aetna serves. She joined the Company through the acquisition of Aetna in November 2018.
	Thomas F. Cowhey   EVP and Chief Financial Officer
Current and Prior Roles Mr. Cowhey was appointed Executive Vice President and CFO in January 2024, following his October 2023 appointment as Interim CFO. Prior to that, he served as our Senior Vice President, Capital Markets since joining the Company in February 2022 and in September 2023 his role had expanded to include oversight of a broader set of corporate finance functions. Prior to joining CVS Health, Mr. Cowhey served as Executive Vice President and Chief Financial Officer for Surgery Partners, a health care services company, from April 2018 through February 2022. Prior to that he held leadership roles at Aetna, Legacy Partners Group and in the health care and mergers and acquisitions groups at Credit Suisse.

48   CVS Health     

	Samrat S. Khichi   EVP, Chief Policy Officer and General Counsel
Current and Prior Roles Mr. Khichi has served as Executive Vice President, Chief Policy Officer and General Counsel since February 2023. Prior to that, he served as Executive Vice President, Corporate   Development, Public Policy, Regulatory Affairs and General Counsel at Becton, Dickinson and Company (“BD”). He joined BD through the acquisition of   C. R. Bard and Company, where he served as Senior Vice President, General Counsel and Secretary, and previously was the Chief Administrative Officer, Senior Vice President and General Counsel at Catalent Pharma Solutions.
	Tilak Mandadi   EVP and Chief Digital, Data, Analytics and Technology Officer
Current and Prior Roles Mr. Mandadi has been our Executive Vice President and Chief Digital, Data, Analytics and Technology Officer since July 2022. Previously, he was Chief Strategy Officer at MGM Resorts International. Prior to MGM, Mr. Mandadi was Executive Vice President of Digital and Chief Technology Officer at Disney. Prior to Disney, he led global transformation, including cards, consumer travel and banking, at American Express.
	Prem S. Shah   EVP, Chief Pharmacy Officer and President, Pharmacy & Consumer Wellness
Current and Prior Roles Mr. Shah is Executive Vice President, Chief Pharmacy Officer and in September 2023 became the President, Pharmacy & Consumer Wellness, after previously serving as Co-President since January 2022. Prior to his current role, Mr. Shah spent his entire 11-year CVS Health career in roles providing strategic oversight of key Specialty Pharmacy functions. Prior to joining CVS Health, he was Senior Vice President of ICORE Healthcare, a Magellan Health Services company.

2024 Proxy Statement   49

Executive Transitions in 2023

We believe that our passion, our purpose and our commitment to improving overall health starts at the top. We have a seasoned team of leaders with deep health care and technology expertise and a proven track record of building, scaling and growing profitable businesses. The following reflect changes to our NEOs in 2023.

The Board appointed Thomas F. Cowhey to serve as CVS Health’s Executive Vice President and Chief Financial Officer, effective January 5, 2024. Mr. Cowhey had been serving as CVS Health’s Interim Chief Financial Officer since October 13, 2023, and as Senior Vice President, Capital Markets since February 2022. The MP&D Committee approved Mr. Cowhey’s compensation arrangements after reviewing market data provided by its independent compensation consultant. See “Agreements with Named Executive Officers” on page 72 for a summary of these arrangements.

Samrat S. Khichi joined the Company as Executive Vice President, Chief Policy Officer and General Counsel in February 2023 to lead the legal, compliance and government affairs teams. A summary of Mr. Khichi’s employment arrangements and compensation can be found on page 72. The MP&D Committee approved Mr. Khichi’s compensation arrangement after reviewing market data provided by its independent compensation consultant. See “Agreements with Named Executive Officers” on page 72.

Shawn M. Guertin, our former EVP, CFO and President of Health Services, has been on a personal leave of absence since October 13, 2023, and he is expected to leave CVS Health on May 31, 2024. Mr. Guertin and the Company did not enter into a separation agreement in connection with his January 2024 decision to step down and he will not receive separation pay.

The CD&A is organized into the following sections:

Summary	page 51
Our Executive Compensation Core Principles	page 51
Stockholder Outreach	page 51
Leading Practices in Executive Compensation Programs	page 55
2023 Business and Performance Highlights	page 56
2023 Business and Performance Results	page 56
Executive Compensation Program Discussion	page 56
Executive Compensation 2023 Planning and Review Process	page 56
2023 Executive Compensation Program Summary	page 57
Elements of Our Executive Compensation Program	page 59
2023 Compensation Peer Group	page 69
Other Compensation Topics	page 70
Key Policies Related to Compensation	page 73
Tax Considerations	page 76
Non-GAAP Financial Measures Used in Compensation Discussion and Analysis	page 76
Relative TSR Peer Group for 2023–2025 PSU Awards	page 78

50   CVS Health

Summary

Our Executive Compensation Core Principles

Although we consider a number of factors in our pay decisions, these five core principles drive our executive compensation philosophy:

	Business Strategy Aligned
	Support our “One Company” business strategy, holding executive officers accountable for leadership and cultural alignment
	Attract and Retain
	Attract and retain the highest-caliber talent by providing a competitive total rewards package compared to companies which we compete for business and talent including, but not limited to, our compensation peer group   Provide a differentiated value proposition tied to our purpose
	Pay for Performance
	Majority of executive officer pay is variable and tied to incentives   Focus on profitable growth to drive total shareholder return   Balance achievement of financial results with achievement of non-financial results that are critical to our fulfilling our purpose of building a world of health around our customers
	Stockholder Aligned
	Encourage a stock ownership and stock price growth mindset
	Clear and Transparent
	Easy to understand, directly correlated to Company and leadership performance

Stockholder Outreach

Our annual say on pay vote is one of our opportunities to receive feedback from stockholders regarding our executive compensation program, and the MP&D Committee takes the result of this vote into account when determining the compensation of the Company’s executive officers. Our 2023 stockholder advisory vote on executive compensation received 80% of votes cast in favor of the proposal; this was lower than the support received in 2022 (91.8% in favor).

2024 Proxy Statement   51

Stockholder Engagement

We value an open dialogue with our stockholders, and we believe that regular communication with them and other stakeholders is a critical part of enabling our long-term success. In addition to CVS Health’s annual stockholder outreach and engagement program, the Company engages in activities designed to inform and seek stockholder input throughout the fiscal year, including without limitation, quarterly earnings calls, industry presentations and conferences, Company-hosted events and presentations and securities analyst meetings. In addition, in the latter part of 2023 and early 2024, at the Board’s direction, management reached out to 31 stockholders representing approximately 50% of our outstanding stock in the aggregate and ultimately held 23 meetings with stockholders representing approximately 40% 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. Several stockholders and proxy advisory firms contacted indicated that a meeting was not necessary at the time. We held calls with all stockholders and advisory firms who responded to our outreach with a request to meet. The Independent Chair of the Board and/or Chair of the MP&D Committee participated in engagements with stockholders representing approximately 28% of our outstanding stock as well as a proxy advisory firm that requested an engagement call. In addition, we engaged with each of the stockholders who submitted proposals for inclusion in this proxy statement, resulting in the withdrawal of two proposals. Our MP&D Committee Chair, David Brown, as well as Roger Farah, our Independent Board Chair and an MP&D Committee member, played a meaningful role in conversations with stockholders, assisted by our legal, human resources and investor relations staff. The MP&D Committee discussed stockholders’ feedback, which it found to be substantive and thoughtful.

Consideration of 2023 Say on Pay Vote

In our meetings with stockholders, we were pleased to hear that most stockholders did not have concerns with the structure of our executive compensation program and continued to provide positive feedback on the comprehensive changes implemented in recent years to align to our evolving business strategy and to respond to their input. We received positive feedback about the extensive engagement done the prior year and the transparent disclosures regarding the compensation decisions made in 2022 following the announced litigation settlement accrual discussed in our 2023 proxy statement. They appreciated our incorporation of relative stock performance into the compensation program to further ensure alignment with the stockholder experience. Stockholders also provided feedback on the PSU metrics.

Stockholders we engaged with who voted against the 2023 say on pay proposal generally did not express continuing concern with our compensation program.

Engagement on Potential 2024 Compensation Updates

We also sought input from stockholders on 2024 compensation design matters that were being considered by the MP&D Committee for awards granted to our senior executives. The MP&D Committee sought this feedback so that their final decisions could be informed by stockholder views. Among other topics, we discussed with stockholders: whether the equity mix for the 2024 annual long-term incentive award should include the use of restricted stock units (“RSUs”); whether the post-vesting holding period on PSUs should be revised; and whether the Workforce Modifier used in the annual cash Management Incentive Plan should remain a downward only modifier and/or be expanded to capture culture more broadly.

52   CVS Health

The MP&D Committee determined that several components of our existing compensation structure are not aligned to broader market or industry practices, which may have resulted in unintended consequences for CVS Health and our stockholders in terms of attracting and retaining the best possible talent. After careful deliberation, which included consideration of feedback following proactive engagement with our stockholders and the advice of our independent compensation consultant, the MP&D Committee made several updates to the annual long-term incentive compensation program effective for 2024 that we believe will best serve the Company at this time:

2024 Proxy Statement   53

54   CVS Health

In addition, after receiving a stockholder proposal and considering stockholder perspectives broadly, the MP&D Committee adopted a policy that it would not enter into any new employment, severance or separation agreements or establish any new severance policy that would provide cash severance benefits exceeding 2.99 times the sum of base salary and target bonus to any Section 16 officers, including our NEOs, without seeking stockholder approval.

See pages 9-11 of this proxy statement for additional information about stockholder engagement.

Leading Practices in Executive Compensation Programs

The Board is committed to continuing its longstanding practice of soliciting feedback to incorporate stockholder perspectives into our executive compensation program. As detailed above, our stockholder outreach provides the Board with valuable insights into our stockholders’ perspectives on our executive compensation program and other matters of importance to them. Our pay practices align with our core compensation principles and facilitate our implementation of those principles. They also demonstrate our commitment to sound compensation and governance practices and reflect enhancements made to our executive compensation program in prior years as a result of stockholder input.

We apply leading executive compensation practices

	Performance Measures Aligned with Stockholder Interests			Recoupment Policies and Commitment to Disclose any Recoupment
	Majority of the Total Compensation Opportunity is Performance-Based			Limited Perquisites and Personal Benefits
	Long-Term Incentive Grants are Capped			No Excise Tax Gross-Ups
	Post-vesting Holding Period on Net Shares Resulting from PSUs for NEOs			Broad-Based Severance Plan for Executives
	No Upward Modifier to any Outstanding PSUs if Absolute TSR is Negative			Robust Stock Ownership Guidelines
	Dividend Equivalents on RSUs Paid Only When Awards Vest			Broad Anti-Pledging and Anti-Hedging Policy
	Double Trigger Vesting of Equity Awards			Reconciliation in Proxy Statement of any Non-GAAP Performance Metric to the Most Directly Comparable GAAP Financial Measure
	No Option Repricing; No Recycling of Shares			Board Committee Oversight of Comprehensive Annual Compensation Program Risk Assessment
	Cash Severance Policy Capped at 2.99x Base Plus Bonus			Diversity/Inclusion Metric in the MIP for Senior Executives