CVS HEALTH CORP, DEF 14A filed on 4/4/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name CVS Health Corporation
Entity Central Index Key 0000064803
Amendment Flag false
v3.25.1
Pay vs Performance Disclosure
 1 Months Ended 2 Months Ended 10 Months Ended 11 Months Ended 12 Months Ended
Jan. 31, 2021
USD ($)
Dec. 31, 2024
USD ($)
Oct. 17, 2024
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure [Table]                  
Pay vs Performance Disclosure, Table        

Pay Versus Performance

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, which was adopted by the SEC in 2022, we are providing the following information regarding the relationship between compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and Non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. The data included in the CAP columns does not reflect the actual amount of compensation earned or paid to our NEOs during the applicable fiscal year and it is reported solely pursuant to SEC rules. The CAP amount also does not represent amounts that have actually been earned or realized, including in respect of PSUs, RSUs and options. Performance conditions for many of these equity awards have either not yet been satisfied or applicable performance information is not yet available. To this end, information in the table may not reflect whether compensation actually realized is aligned with performance. The MP&D Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

 

For additional information about our performance-based pay philosophy and how we align executive compensation with CVS Health’s performance, refer to the CD&A beginning on page 47.

   SCT Table  SCT Table
Total for		  SCT Table  Compensation
Actually		  Compensation
Actually Paid		  Compensation
Actually		  Average
Summary
Compensation
Table Total		  Average
Compensation
Actually Paid		  Value of Initial Fixed
$100 Investment
based on:(5)		      
Year   Total for First
PEO(1)(2)
($)		   Second
PEO(1)(2)
($)		   Total for
Third PEO(1)(2)
($)		   Paid to First
PEO(1)(2)(3)(4)
($)		   to Second
PEO(1)(2)(3)(4)
($)		   Paid to Third
PEO(1)(2)(3)
($)		   for Non-PEO
NEOs(1)(2)
($)		   to Non-PEO
NEOs(1)(2)(3)(4)
($)		   TSR
($)		   Peer
Group TSR
($)		   Net Income
($ Millions)		   Adj.
EPS
($)(6)
(a)  (b)  (b)  (b)  (c)  (c)  (c)  (d)  (e)  (f)  (g)  (h)  (i)
2024  17,808,792  23,431,466  —  4,812,998  (15,063,925)  —  9,780,578  491,313  70.41  146.87  4,586  5.42
2023  —  21,615,034  —  —  7,497,241  —  9,284,957  7,685,990  118.83  143.18  8,368  8.74
2022  —  21,317,055  —  —  23,768,152  —  12,155,385  11,816,298  135.85  140.29  4,327  9.03
2021  —  20,388,412  3,784,072  —  66,324,077  52,818,429  11,876,865  38,197,569  147.06  143.09  7,989  8.34
2020  —  —  23,043,822  —  —  8,793,328  10,175,614  9,988,123  94.95  113.45  7,192  7.50

 

 

2024  2023  2022  2021  2020
Thomas F. Cowhey  Thomas F. Cowhey  Shawn M. Guertin  Shawn M. Guertin  Karen S. Lynch
Heidi B. Capozzi  Samrat S. Khichi  Alan M. Lotvin  Troyen A. Brennan  Eva C. Boratto
Tilak Mandadi  Tilak Mandadi  Tilak Mandadi  Alan M. Lotvin  Alan M. Lotvin
Prem S. Shah  Prem S. Shah  Prem S. Shah  Jonathan C. Roberts  Jonathan C. Roberts
   Shawn M. Guertin     Eva C. Boratto   

 

 

(1) First PEO refers to J. David Joyner, our current PEO, who became our PEO on October 17, 2024. Second PEO refers to Karen S. Lynch who was our PEO during the period from February 1, 2021 to October 17, 2024. Third PEO refers to Larry J. Merlo who was our PEO during the period from January 1, 2020 to January 31, 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2024  2023  2022  2021  2020
Thomas F. Cowhey  Thomas F. Cowhey  Shawn M. Guertin  Shawn M. Guertin  Karen S. Lynch
Heidi B. Capozzi  Samrat S. Khichi  Alan M. Lotvin  Troyen A. Brennan  Eva C. Boratto
Tilak Mandadi  Tilak Mandadi  Tilak Mandadi  Alan M. Lotvin  Alan M. Lotvin
Prem S. Shah  Prem S. Shah  Prem S. Shah  Jonathan C. Roberts  Jonathan C. Roberts
   Shawn M. Guertin     Eva C. Boratto   

 

(2) The amounts reported in columns (b) are the amounts of total compensation reported for the PEOs for each corresponding year in the “Total” column of the SCT. The amounts reported in column (d) represent the average of the amounts of total compensation reported for our non-PEO NEOs, as a group, for each corresponding year in the “Total” column of the SCT.
(3) The amounts shown for CAP in columns (c) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the “Total” column of the SCT for the applicable year with certain adjustments as required by Item 402(v) of Regulation S-K, which are set forth below.
(4) CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Option Awards” column are the totals from the “Stock Awards” and “Option Awards” columns set forth in the SCT. Amounts in the “Exclusion of Change in Pension Value” column reflect the amounts attributable to the change in pension value reported in the SCT. Because the Aetna Pension Plan is frozen, there is no adjustment for the service cost for services rendered during the listed year.

 

PEO 1 SCT Total to CAP Reconciliation

 

Year   Summary
Compensation Table
Total for First PEO
($)		   Exclusion of Change
in Pension Value for
First PEO
($)		   Exclusion of Stock
Awards and Option
Awards for First PEO
($)		   Inclusion of Pension
Service Cost for
First PEO
($)		   Inclusion of Equity
Values for First PEO
($)		   Compensation
Actually Paid to
First PEO
($)
2024  17,808,792  —  (16,499,887)  —  3,504,093  4,812,998
                   
Year  Summary
Compensation Table
Total for Second PEO
($)		  Exclusion of Change
in Pension Value for
Second PEO
($)		  Exclusion of Stock
Awards and Option
Awards for Second
PEO
($)		  Inclusion of Pension
Service Cost for
Second PEO
($)		  Inclusion of Equity
Values for Second
PEO
($)		  Compensation
Actually Paid to
Second PEO
($)
2024  23,431,466  —  (17,999,842)  —  (20,495,549)  (15,063,925)

 

                   
Year  Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)		  Average Exclusion of
Change in Pension
Value for Non-PEO
NEOs
($)		  Average Exclusion
of Stock Awards and
Option Awards for
Non-PEO NEOs
($)		  Average Inclusion of
Pension Service Cost
for Non-PEO NEOs
($)		  Average Inclusion of
Equity Values for Non-
PEO NEOs
($)		  Average
Compensation
Actually Paid to Non-
PEO NEOs
($)
2024  9,780,578  (428)  (8,124,869)  —  (1,163,969)  491,313

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year  Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for First PEO
($)		  Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
First PEO
($)		  Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for First PEO
($)		  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that Vested
During Year for First
PEO
($)		  Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for First PEO
($)		  Value of Dividends
or Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for First
PEO
($)		  Total – Inclusion
of Equity Values
for First PEO
($)
2024  7,575,120  (4,040,596)  —  (30,431)  —  —  3,504,093
                      
Year  Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Second PEO
($)		  Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
Second PEO
($)		  Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for Second
PEO
($)		  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that Vested
During Year for
Second PEO
($)		  Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for Second
PEO
($)		  Value of Dividends
or Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
Second PEO
($)		  Total – Inclusion
of Equity Values
for Second PEO
($)
2024  7,128,548  (27,616,271)  —  (7,826)  —  —  (20,495,549)

 

                      
Year  Average
Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)		  Average Change
in Fair Value from
Last Day of Prior
Year to Last Day of
Year of Unvested
Equity Awards for
Non-PEO NEOs
($)		  Average
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for Non-PEO
NEOs
($)		  Average Change
in Fair Value from
Last Day of Prior
Year to Vesting Date
of Unvested Equity
Awards that Vested
During Year for
Non-PEO NEOs
($)		  Average Fair
Value at Last Day
of Prior Year of
Equity Awards
Forfeited During
Year for Non-PEO
NEOs
($)		  Average Value
of Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
Non-PEO NEOs
($)		  Total – Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
2024  4,092,665  (5,056,618)  0  (200,016)  0  0  (1,163,969)

 

(5) The Peer Group TSR set forth in this column utilizes the S&P 500 Healthcare Group Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2024 Form 10-K. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Healthcare Group Index, respectively. Historical stock performance is not necessarily indicative of future performance.
(6) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measure.
        
Company Selected Measure Name         Adjusted Earnings Per Share.        
Named Executive Officers, Footnote [Text Block]        

 

(1) First PEO refers to J. David Joyner, our current PEO, who became our PEO on October 17, 2024. Second PEO refers to Karen S. Lynch who was our PEO during the period from February 1, 2021 to October 17, 2024. Third PEO refers to Larry J. Merlo who was our PEO during the period from January 1, 2020 to January 31, 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2024  2023  2022  2021  2020
Thomas F. Cowhey  Thomas F. Cowhey  Shawn M. Guertin  Shawn M. Guertin  Karen S. Lynch
Heidi B. Capozzi  Samrat S. Khichi  Alan M. Lotvin  Troyen A. Brennan  Eva C. Boratto
Tilak Mandadi  Tilak Mandadi  Tilak Mandadi  Alan M. Lotvin  Alan M. Lotvin
Prem S. Shah  Prem S. Shah  Prem S. Shah  Jonathan C. Roberts  Jonathan C. Roberts
   Shawn M. Guertin     Eva C. Boratto   
        
Peer Group Issuers, Footnote         The Peer Group TSR set forth in this column utilizes the S&P 500 Healthcare Group Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2024 Form 10-K        
Adjustment To PEO Compensation, Footnote        

PEO 1 SCT Total to CAP Reconciliation

 

Year   Summary
Compensation Table
Total for First PEO
($)		   Exclusion of Change
in Pension Value for
First PEO
($)		   Exclusion of Stock
Awards and Option
Awards for First PEO
($)		   Inclusion of Pension
Service Cost for
First PEO
($)		   Inclusion of Equity
Values for First PEO
($)		   Compensation
Actually Paid to
First PEO
($)
2024  17,808,792  —  (16,499,887)  —  3,504,093  4,812,998
                   
Year  Summary
Compensation Table
Total for Second PEO
($)		  Exclusion of Change
in Pension Value for
Second PEO
($)		  Exclusion of Stock
Awards and Option
Awards for Second
PEO
($)		  Inclusion of Pension
Service Cost for
Second PEO
($)		  Inclusion of Equity
Values for Second
PEO
($)		  Compensation
Actually Paid to
Second PEO
($)
2024  23,431,466  —  (17,999,842)  —  (20,495,549)  (15,063,925)

 

Year  Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for First PEO
($)		  Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
First PEO
($)		  Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for First PEO
($)		  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that Vested
During Year for First
PEO
($)		  Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for First PEO
($)		  Value of Dividends
or Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for First
PEO
($)		  Total – Inclusion
of Equity Values
for First PEO
($)
2024  7,575,120  (4,040,596)  —  (30,431)  —  —  3,504,093
                      
Year  Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Second PEO
($)		  Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
Second PEO
($)		  Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for Second
PEO
($)		  Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that Vested
During Year for
Second PEO
($)		  Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for Second
PEO
($)		  Value of Dividends
or Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
Second PEO
($)		  Total – Inclusion
of Equity Values
for Second PEO
($)
2024  7,128,548  (27,616,271)  —  (7,826)  —  —  (20,495,549)
        
Non-PEO NEO Average Total Compensation Amount [1],[2]         $ 9,780,578 $ 9,284,957 $ 12,155,385 $ 11,876,865 $ 10,175,614
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2],[3],[4]         $ 491,313 7,685,990 11,816,298 38,197,569 9,988,123
Adjustment to Non-PEO NEO Compensation Footnote        

 

                   
Year  Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)		  Average Exclusion of
Change in Pension
Value for Non-PEO
NEOs
($)		  Average Exclusion
of Stock Awards and
Option Awards for
Non-PEO NEOs
($)		  Average Inclusion of
Pension Service Cost
for Non-PEO NEOs
($)		  Average Inclusion of
Equity Values for Non-
PEO NEOs
($)		  Average
Compensation
Actually Paid to Non-
PEO NEOs
($)
2024  9,780,578  (428)  (8,124,869)  —  (1,163,969)  491,313

 

                      
Year  Average
Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)		  Average Change
in Fair Value from
Last Day of Prior
Year to Last Day of
Year of Unvested
Equity Awards for
Non-PEO NEOs
($)		  Average
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for Non-PEO
NEOs
($)		  Average Change
in Fair Value from
Last Day of Prior
Year to Vesting Date
of Unvested Equity
Awards that Vested
During Year for
Non-PEO NEOs
($)		  Average Fair
Value at Last Day
of Prior Year of
Equity Awards
Forfeited During
Year for Non-PEO
NEOs
($)		  Average Value
of Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
Non-PEO NEOs
($)		  Total – Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
2024  4,092,665  (5,056,618)  0  (200,016)  0  0  (1,163,969)
        
Compensation Actually Paid vs. Total Shareholder Return        

 

1. CAP versus Company TSR and Peer Group TSR
  The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs, Company TSR and Peer Group TSR for the applicable reporting year.

 

PEOs and Average Non-PEO NEO CAP
Versus CVS Health Corporation TSR and Peer Group TSR

 

        
Compensation Actually Paid vs. Net Income        

 

2. CAP versus Net Income
  The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs and the Company’s GAAP Net Income for the applicable reporting year.

 

PEOs and Average Non-PEO NEO CAP
Versus Net Income

 

        
Compensation Actually Paid vs. Company Selected Measure        

3. CAP versus Adjusted EPS*

The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs and Adjusted EPS for the applicable reporting year.

 

PEOs and Average Non-PEO NEO CAP
Versus Adjusted EPS

 

        
Total Shareholder Return Vs Peer Group        

 

1. CAP versus Company TSR and Peer Group TSR
  The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs, Company TSR and Peer Group TSR for the applicable reporting year.

 

PEOs and Average Non-PEO NEO CAP
Versus CVS Health Corporation TSR and Peer Group TSR

 

        
Tabular List, Table        

Most Important Measures to Determine FY2024 CAP

 

The Company’s executive compensation program supports our long-term strategy by tying the vast majority of pay for executives to performance-based compensation.

 

The three items listed below represent an unranked list of the most important performance metrics used by the Company for linking executive compensation actually paid to the NEOs for 2024 and Company performance, as further described in our CD&A within the sections titled “Elements of Our Executive Compensation Program,” “Long-Term Incentive Compensation” and “2024 Business and Performance Results.”

 

Adjusted Earnings Per Share*

 

Adjusted Operating Income

 

TSR

 

* Adjusted EPS and Adjusted Operating Income are non-GAAP financial measures. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measures.
        
Total Shareholder Return Amount [5]         $ 70.41 118.83 135.85 147.06 94.95
Peer Group Total Shareholder Return Amount [5]         146.87 143.18 140.29 143.09 113.45
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest         $ 4,586,000,000 $ 8,368,000,000 $ 4,327,000,000 $ 7,989,000,000 $ 7,192,000,000
Company Selected Measure Amount | $ / shares [6]         5.42 8.74 9.03 8.34 7.50
PEO Name Larry J. Merlo J. David Joyner Karen S. Lynch Karen S. Lynch   Karen S. Lynch Karen S. Lynch   Larry J. Merlo
Additional 402(v) Disclosure         As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, which was adopted by the SEC in 2022, we are providing the following information regarding the relationship between compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and Non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. The data included in the CAP columns does not reflect the actual amount of compensation earned or paid to our NEOs during the applicable fiscal year and it is reported solely pursuant to SEC rules. The CAP amount also does not represent amounts that have actually been earned or realized, including in respect of PSUs, RSUs and options. Performance conditions for many of these equity awards have either not yet been satisfied or applicable performance information is not yet available. To this end, information in the table may not reflect whether compensation actually realized is aligned with performance. The MP&D Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.        
Measure [Axis]: 1                  
Pay vs Performance Disclosure [Table]                  
Measure Name [7]         Adjusted Earnings Per Share        
Non-GAAP Measure Description         While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measure        
Measure [Axis]: 2                  
Pay vs Performance Disclosure [Table]                  
Measure Name         Adjusted Operating Income        
Measure [Axis]: 3                  
Pay vs Performance Disclosure [Table]                  
Measure Name         TSR        
Non-PEO NEO [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount         $ (428)        
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount         (8,124,869)        
Non-PEO NEO [Member] | Aggregate Pension Adjustments Service Cost [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount         0        
Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount         (1,163,969)        
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount         4,092,665        
Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount         (5,056,618)        
Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount         0        
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount         (200,016)        
Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount         0        
Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount         $ 0        
J. David Joyner (PEO 1)                  
Pay vs Performance Disclosure [Table]                  
PEO Total Compensation Amount [1],[2]   $ 17,808,792              
PEO Actually Paid Compensation Amount [1],[2],[3],[4]   4,812,998              
J. David Joyner (PEO 1) | PEO [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount   0              
J. David Joyner (PEO 1) | PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount   (16,499,887)              
J. David Joyner (PEO 1) | PEO [Member] | Aggregate Pension Adjustments Service Cost [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount   0              
J. David Joyner (PEO 1) | PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount   3,504,093              
J. David Joyner (PEO 1) | PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount   7,575,120              
J. David Joyner (PEO 1) | PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount   (4,040,596)              
J. David Joyner (PEO 1) | PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount   0              
J. David Joyner (PEO 1) | PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount   (30,431)              
J. David Joyner (PEO 1) | PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount   0              
J. David Joyner (PEO 1) | PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount   $ 0              
Karen S. Lynch (PEO 2)                  
Pay vs Performance Disclosure [Table]                  
PEO Total Compensation Amount [1],[2]     $ 23,431,466 $ 20,388,412   $ 21,615,034 $ 21,317,055    
PEO Actually Paid Compensation Amount [1],[2],[3],[4]     (15,063,925) $ 66,324,077   $ 7,497,241 $ 23,768,152    
Karen S. Lynch (PEO 2) | PEO [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount     0            
Karen S. Lynch (PEO 2) | PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount     (17,999,842)            
Karen S. Lynch (PEO 2) | PEO [Member] | Aggregate Pension Adjustments Service Cost [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount     0            
Karen S. Lynch (PEO 2) | PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount     (20,495,549)            
Karen S. Lynch (PEO 2) | PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount     7,128,548            
Karen S. Lynch (PEO 2) | PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount     (27,616,271)            
Karen S. Lynch (PEO 2) | PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount     0            
Karen S. Lynch (PEO 2) | PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount     (7,826)            
Karen S. Lynch (PEO 2) | PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount     0            
Karen S. Lynch (PEO 2) | PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount     $ 0            
Larry J. Merlo (PEO 3)                  
Pay vs Performance Disclosure [Table]                  
PEO Total Compensation Amount [1],[2] $ 3,784,072               $ 23,043,822
PEO Actually Paid Compensation Amount [1],[2],[4] $ 52,818,429               $ 8,793,328
[1] First PEO refers to J. David Joyner, our current PEO, who became our PEO on October 17, 2024. Second PEO refers to Karen S. Lynch who was our PEO during the period from February 1, 2021 to October 17, 2024. Third PEO refers to Larry J. Merlo who was our PEO during the period from January 1, 2020 to January 31, 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
[2] The amounts reported in columns (b) are the amounts of total compensation reported for the PEOs for each corresponding year in the “Total” column of the SCT. The amounts reported in column (d) represent the average of the amounts of total compensation reported for our non-PEO NEOs, as a group, for each corresponding year in the “Total” column of the SCT.
[3] CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Option Awards” column are the totals from the “Stock Awards” and “Option Awards” columns set forth in the SCT. Amounts in the “Exclusion of Change in Pension Value” column reflect the amounts attributable to the change in pension value reported in the SCT. Because the Aetna Pension Plan is frozen, there is no adjustment for the service cost for services rendered during the listed year.
[4] The amounts shown for CAP in columns (c) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the “Total” column of the SCT for the applicable year with certain adjustments as required by Item 402(v) of Regulation S-K, which are set forth below.
[5] The Peer Group TSR set forth in this column utilizes the S&P 500 Healthcare Group Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2024 Form 10-K. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Healthcare Group Index, respectively. Historical stock performance is not necessarily indicative of future performance.
[6] While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measure.
[7] Adjusted EPS and Adjusted Operating Income are non-GAAP financial measures. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measures.
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Awards Close in Time to MNPI Disclosures [Table]  
Award Timing MNPI Disclosure
Equity Grant Processes

 

As discussed on page 60, the MP&D Committee follows a timeline for executive compensation decisions and approves and grants annual equity awards at approximately the same time every year so that compensation is appropriately aligned with the financial performance of the Company. Each year the MP&D Committee approves the dollar value of annual long-term incentive awards at its January/February meeting for grants on April 1. As discussed above, the current standard mix of annual equity for our ELT is 60% PSUs, 20% RSUs and 20% stock options. Outside of the annual grant cycle, we may make equity awards in connection with a new hire package or retention grant. These grants are made on February 28, May 31, August 31 and November 30.

 

All awards are granted under the 2017 ICP, a stockholder-approved plan, and stock options and SARs are granted at an exercise price at or above the closing market price of CVS Health common stock on the date of grant. Equity awards, including options and SARs, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or equity grant dates.

 

In addition, we generally do not grant stock options or SARs (i) during trading blackout periods established under our Insider Trading Policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs, PSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. During fiscal year 2024, (i) none of our NEOs were awarded stock options or SARs with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted [Flag] true